Forum Merger Corp (Form: S-4, Received: 12/01/2017 08:30:45)

Registered Owner

Registration

Number

Expiration

Date

As filed with the U.S. Securities and Exchange Commission on December 1, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FORUM MERGER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

6770

81-4619427

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

c/o Forum Investors I, LLC

135 East 57 ^th Street

8 ^th Floor

New York, New York 10022

(212) 739-7860

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Boris

Co-Chief Executive Officer

Forum Merger Corporation

c/o Forum Investors I, LLC

135 East 57 ^th Street

8 ^th Floor

New York, New York 10022

(212) 739-7860

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Douglas S. Ellenoff, Esq.

Stuart Neuhauser, Esq.

Tamar A. Donikyan, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105-0302

(212) 370-1300

John A. McKenna, Jr.

President and Chief Executive Officer,

and Chairman of the Board

C1 Investment Corp.

3344 Highway 149

Eagan, MN 55121

(888) 321-6227

Mehdi Khodadad, Esq.

John T. McKenna, Esq.

Alan Hambelton, Esq.

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated ☒		Smaller reporting company ☐		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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered	Maximum Offering Price Per Security ⁽²⁾	Proposed Maximum Aggregate Offering Price ⁽²⁾	Amount of Registration Fee ⁽²⁾
Class A Common Stock ⁽¹⁾	66,971,153	$ —	$ —	$ —

(1)

Relates to Class A common stock, $0.0001 par value per share, of the registrant issuable upon a merger (the “ Merger ”) involving Forum Merger Corporation (“ Forum ”) and C1 Investment Corp. (“ C1 ”). The amount of Forum Class A Common Stock to be registered is based on the estimated number of shares of Forum Class A Common Stock that are expected to be issued pursuant to the Merger for each outstanding share of C1 capital stock and for each option exercisable for shares of C1 capital stock.

(2)

There is no registration fee payable since the total cash consideration to be paid by Forum in connection with the Merger exceeds the total book value of the C1 securities to be exchanged in the Merger as of immediately prior to the Merger. C1 is a private company and no market exists for its securities, and C1 has an accumulated capital deficit. Therefore, in accordance with Rules 457(2) and (3), one-third of the aggregate par value ($2,992) of such C1 securities was reduced by the cash payable by Forum in connection with the Merger ($100,000,000), leaving a negative amount.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED DECEMBER 1, 2017

Forum Merger Corporation

135 East 57 ^th Street

8 ^th Floor

New York, New York 10022

To the Stockholders of Forum Merger Corporation:

You are cordially invited to attend the Special Meeting of Stockholders (the “ Special Meeting ”) of Forum Merger Corporation, which is referred to as “ Forum ”, on , 2018, at a.m., Eastern time, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

At the Special Meeting, Forum stockholders will be asked to consider and vote upon the following proposals (the “ Proposals ”):

(1) to approve an amendment of Forum’s current amended and restated certificate of incorporation (the “ Charter ”) to increase the number of authorized shares of Class A Common Stock from 40,000,000 to 200,000,000 shares for the purposes of carrying out the Business Combination (as defined below) (the “ Pre-Merger Charter Amendment Proposal ”);

(2) to adopt and approve an Agreement and Plan of Merger, dated November 30, 2017 (the “ Merger Agreement ”), by and among Forum, FMC Merger Subsidiary Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of Forum (the “ Merger Sub I ”), FMC Merger Subsidiary LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of Forum (the “ Merger Sub II ”), on the one hand, and C1 Investment Corp., a Delaware corporation (“ C1 ”), and Clearlake Capital Management III, L.P. in the capacity as the Seller Representative (the “ Seller Representative ”), and approve the transactions contemplated thereby, including (a) the merger of Merger Sub I with and into C1, with C1 continuing as the surviving corporation (the “ Surviving Subsidiary ”) and as a wholly-owned subsidiary of Forum (the “ First Merger ”) and (b) the merger of the Surviving Subsidiary of the First Merger with and into Merger Sub II, ceasing the separate existence of the Surviving Subsidiary (the “ Second Merger ” and together with the First Merger, the “ Business Combination ”). Merger Sub II will continue as the surviving entity in the Second Merger and shall then be referred to as the Surviving Entity (the “ Surviving Entity ”) (the “ Business Combination Proposal ”);

(3) to approve the Sponsor Earnout Letter and Amendment to Escrow Agreement, dated November 30, 2017, which amends the Escrow Agreement dated April 6, 2017, by and among Forum Investors I, LLC, Forum’s sponsor (the “ Sponsor ”), Forum and Continental Stock Transfer & Trust Company, to release 4,312,500 shares of Class F common stock of Forum (“ Founders Shares ”) purchased by the Sponsor prior to Forum’s IPO from escrow to enable: (a) cancellation of 1,078,125 Founders Shares immediately upon consummation of the Business Combination, (b) subjecting 2,156,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (c) release of 1,078,125 Founders Shares from escrow immediately upon consummation of the Business Combination (the “ Escrow Amendment Proposal ”);

(4) to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market Listing Rule 5635(d) (the “ Nasdaq Listing Rule ”), the issuance of 17,959,375 shares of Class A Common Stock pursuant to the subscription agreements, dated November 30, 2017, by and among Forum and the investors named therein, in connection with the consummation of the Business Combination (the “ Nasdaq Proposal ”);

(5) to approve an amendment and restatement of the Charter for the following amendments (collectively, the “ Post-Merger Charter Amendment Proposal ”):

(a) to divide the board of directors of Forum following the Business Combination (the “ Combined Entity ”) into three classes with staggered three-year terms, and provide that the board of directors is expressly authorized to make, alter, or repeal the Combined Entity’s bylaws;

(b) to provide that any amendment to provisions of the Charter will require the approval of the holders of a majority of all of the Combined Entity’s then-outstanding capital stock entitled to vote generally in the

election of directors so long as Clearlake Capital Group, L.P. or its affiliates (“ Clearlake ”) holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and thereafter any such amendment will require the approval of the holders of at least 66 ² ⁄ ₃ % of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors;

(d) to provide that the Combined Entity may not engage in certain “business combinations” with any “interested stockholder” (which excludes Clearlake and its affiliated and any of their direct or indirect transferees and any group as to which such persons) for a three-year period following the time that the stockholder became an interested stockholder, unless:

(i) prior to the date of the transaction, the Combined Entity’s board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

(ii) the interested stockholder owned at least 85% of the Combined Entity’s voting stock outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (x) shares owned by persons who are directors and also officers and (y) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(iii) on or subsequent to the consummation of the transaction, the business combination is approved by the Combined Entity’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 ² ⁄ ₃ % of the outstanding voting stock which is not owned by the interested stockholder;

(e) to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended;

(f) to provide that, subject to the limitations imposed by applicable law, directors may be removed with or without cause, by the holders of at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors for so long as Clearlake, which, together with its affiliates and related persons, holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and thereafter only with cause by the holders of at least 66 ² ⁄ ₃ % of all of the Combined Entity’s then-outstanding shares of the capital stock entitled to vote generally at an election of directors;

(g) to provide that any action to be taken by the Combined Entity’s stockholders may be taken by written consent or electronic transmission pursuant to Section 228 of the Delaware General Corporation Law only so long as Clearlake holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors;

(h) to amend the name of the new public entity to “ConvergeOne, Inc.” from “Forum Merger Corporation”;

(i) to reclassify all shares of Class A Common Stock as “Common Stock”;

(j) to increase the authorized shares of Common Stock to 1,000,000,000 shares;

(k) to increase the authorized shares of “blank check” preferred stock that the Combined Entity’s board of directors could issue to discourage a takeover attempt to 10,000,000 shares;

(l) to make the Combined Entity’s corporate existence perpetual as opposed to Forum’s corporate existence terminating 24 months following the closing if its initial public offering and to remove from the Combined Entity’s Charter the various provisions applicable only to specified purpose acquisition corporations contained in Forum’s current amended and restated certificate of incorporation;

(6) to approve the 2018 Equity Incentive Plan (the “ Equity Incentive Plan ”), a copy of which is appended to this proxy statement/prospectus as Annex D , in connection with the Business Combination (the “ Incentive Plan Proposal ”); and

(7) to approve the 2018 Employee Stock Purchase Plan (the “ ESPP ”), a copy of which is appended to this proxy statement/prospectus as Annex E , in connection with the Business Combination (the “ ESPP Proposal ”), and

(8) to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Nasdaq Proposal, the Escrow Amendment Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal or the ESPP Proposal (the “ Adjournment Proposal ”).

As we previously announced, on November 30, 2017, Forum entered into the Merger Agreement, by and among Forum, Merger Sub I, Merger Sub II, C1 and the Seller Representative. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

The Merger Agreement provides for a two-step merger: (1) the merger of Merger Sub I with and into C1, with C1 continuing as the Surviving Subsidiary and as a wholly-owned subsidiary of Forum and (2) the merger of the Surviving Subsidiary of the First Merger with and into Merger Sub II, ceasing the separate existence of the Surviving Subsidiary. Merger Sub II will continue as the Surviving Entity. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “ Effective Time ”):

(i) all shares of C1’s Class A Common Stock and Class B Common Stock (the “ C1 Stock ”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into the right to receive the Total Consideration, with each stockholder of C1 Stock being entitled to receiving its pro rata share of the Total Consideration;

(ii) each outstanding Company Convertible Security (other than Company Options), if not exercised or converted prior to such time, will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into shares of C1 Stock or if exercised prior to such time, will have the resulting shares of C1 Stock issued upon such exercise treated as outstanding shares of C1 Stock; and

(iii) each outstanding Company Option that is unvested as of the Effective Time will become fully vested and exercisable as of the Effective Time (each such Company Option subject to such accelerated vesting, an “ Accelerated Option ”) and holders of Company Options, including Accelerated Options will receive (A) their pro rata portion of the Merger Consideration (as defined below) minus the per-share exercise price of such Company Option and (B) their pro rata portion of the Earnout Consideration (as defined below), each (A) and (B) as provided in the Merger Agreement; provided, however that the holders of Accelerated Options will only receive their pro rata portion of the Earnout Consideration if they continue to be employed or in service on the date it is paid. For a full description of the Merger Agreement see the section titled “ The Business Combination Proposal—The Merger Agreement .”

Following completion of the Business Combination and assuming no holders of Forum’s Class A Common Stock underlying the units sold in the Forum IPO (the “ Public Shares ”) elect to redeem their shares, the Sponsor, the public stockholders, the PIPE Investment investors and holders of C1 capital stock (the “ C1

Equityholders ”) will own approximately 2.5%, 27.5%, 25.8% and 44.1% of the outstanding common stock of the Combined Entity, respectively. These percentages are calculated based on a number of assumptions (described in the accompanying proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement.

The approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Forum Common Stock as of the record date (the “ Record Date ”) for the Special Meeting. The approval of the Escrow Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Forum Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. If the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal are not approved, the Escrow Amendment Proposal, the Post-Merger Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the Forum stockholders for a vote. The approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Post-Merger Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the consummation of the Business Combination.

Forum Common Stock, Units, Rights, and Warrants are currently listed on the Nasdaq Capital Market LLC (“ Nasdaq ”) under the symbols “FMCI”, “FMCIU”, “FMCIR” and “FMCIW”, respectively. At the closing of the Business Combination (the “ Closing ”), Forum’s units will separate into their component shares of Class A Common Stock, rights and warrants so that the units will no longer trade separately under “FMCIU.” Forum intend to apply for the continued listing of its Class A Common Stock and warrants on Nasdaq under the ticker symbols “CVON” and “CVONW,” respectively, following the Closing of the Business Combination.

Pursuant to the Charter, Forum is providing its public stockholders with the opportunity to redeem, upon the Closing, shares of its Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “ Trust Account ”) that holds the proceeds (including interest but less taxes payable) of Forum’s initial public offering (the “ Forum IPO ”). For illustrative purposes, based on funds in the Trust Account of approximately $174.8 million on November 30, 2017, the estimated per share redemption price would have been approximately $10.13. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal . A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, 20% or more of the shares of Class A Common Stock included in the Units sold in Forum IPO. Holders of our outstanding Public Warrants, Rights and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Units must separate the underlying Public Shares, Public Rights and Public Warrants prior to exercising redemption rights with respect to the Public Shares. The Sponsor, officers and directors and EarlyBirdCapital, Inc. (“ EBC ”), the underwriter for the Forum IPO, have agreed to waive their redemption rights with respect to any shares of Forum’s capital stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor owns 22.1% and EBC owns 0.8% of Forum’s issued and outstanding shares of Common Stock. The Sponsor, directors and officers have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination Proposal.

Forum is providing this proxy statement/prospectus and accompanying proxy card to Forum stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, Forum urges you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section titled “ Risk Factors. ”

After careful consideration, the board of directors of Forum has unanimously approved and adopted the Merger Agreement and the transactions contemplated therein and unanimously recommends that Forum stockholders vote “FOR” the Pre-Merger Charter Amendment Proposal, “FOR” adoption and approval of the Business Combination Proposal, “FOR” the Escrow Amendment Proposal, “FOR” the Nasdaq Proposal, “FOR” the Post-Merger Charter Amendment Proposal, “FOR” the Incentive Plan Proposal and “FOR” the ESPP Proposal presented to Forum stockholders in this proxy statement/prospectus, and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that the directors and officers of Forum have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “ Business Combination Proposal—Interests of Certain Persons in the Business Combination .”

Each redemption of shares of Forum Common Stock by Forum public stockholders will decrease the amount in the Trust Account, which held total assets of approximately $174.8 million as of November 30, 2017. Net tangible assets will be maintained at a minimum of $5,000,001 upon consummation of our initial business combination.

Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Special Meeting in person, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Pre-Merger Charter Amendment Proposal the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal are approved at the Special Meeting. The Business Combination Proposal is conditioned on approval of the Pre-Merger Charter Amendment Proposal. In addition, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal are conditioned on the approval of the Business Combination Proposal and satisfaction of other closing conditions. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” the Pre-Merger Charter Amendment Proposal, “FOR” for the Business Combination Proposal, “FOR” the Escrow Amendment Proposal, “FOR” for the Nasdaq Proposal, “FOR” for the Post-Merger Charter Amendment Proposal, “FOR” for the Incentive Plan Proposal and “FOR” the ESPP Proposal to be presented at the Special Meeting and “FOR” the Adjournment Proposal, if presented. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and, if a quorum is present, will have no effect on the Proposals. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER “FOR” OR “AGAINST” THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT FORUM REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO FORUM’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR

BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of Forum’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.


, 2018		Very truly yours,

		David Boris Co-Chief Executive Officer, Chief Financial Officer, Vice-President and Director

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated , 2018 and is first being mailed to the stockholders of Forum on or about , 2018.

Forum Merger Corporation

135 East 57 ^th Street

8 ^th Floor

New York, New York 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF FORUM MERGER CORPORATION

TO BE HELD ON , 2018

TO THE STOCKHOLDERS OF FORUM MERGER CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “ Special Meeting ”) of Forum Merger Corporation (“ Forum ”), a Delaware corporation, which is referred to as “ Forum ”, will be held at a.m. Eastern Time, on , 2018, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1)

To approve an amendment of Forum’s current amended and restated certificate of incorporation (the “ Charter ”) to increase the number of authorized shares of Class A Common Stock from 40,000,000 to 100,000,000 shares for the purposes of carrying out the Business Combination (as defined below) (the “ Pre-Merger Charter Amendment Proposal ”);

(2)

The Business Combination Proposal —To adopt and approve an Agreement and Plan of Merger, dated November 30, 2017 (the “ Merger Agreement ”), by and among Forum, FMC Merger Subsidiary Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of Forum (the “ Merger Sub I ”), FMC Merger Subsidiary LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of Forum (the “ Merger Sub II ”), C1 Investment Corp., a Delaware corporation (“ C1 ”), L.P., in the capacity as the Seller Representative (the “ Seller Representative ”) and approve the transactions contemplated thereby, including (a) the merger of Merger Sub I with and into C1, with C1 continuing as the surviving corporation (the “ Surviving Subsidiary ”) and as a wholly-owned subsidiary of Forum (the “ First Merger ”) and (b) the merger of the Surviving Subsidiary of the First Merger with and into Merger Sub II, ceasing the separate existence of the Surviving Subsidiary (the “ Second Merger ” and together with the First Merger, the “ Business Combination ”). Merger Sub II will continue as the surviving entity in the Second Merger, and Merger Sub II, continuing as the surviving entity, shall then be referred to as the Surviving Entity (the “ Combined Entity ”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “ Effective Time ”):

(a)

all shares of C1’s Class A Common Stock and Class B Common Stock (the “ C1 Stock ”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into the right to receive the Total Consideration, with each stockholder of C1 Stock being entitled to receiving its Pro Rata Share of the Total Consideration;

(b)

each outstanding option, warrant or other right to subscribe or purchase any capital stock of C1 or securities convertible into or exchange for, or that otherwise confer on the holder any right to acquire any capital stock of C1 (collectively, “ Company Convertible Securities ”) (other than Company Options), if not exercised or converted prior to such time, will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into shares of C1 Stock or if exercised prior to such time, will have the resulting shares of of C1 Stock issued upon such exercise treated as outstanding shares of C1 Stock; and

(c)

each outstanding Company Option that is unvested as of the Effective Time will become fully vested and exercisable as of the Effective Time (each such Company Option subject to such accelerated vesting, an “ Accelerated Option ”). Each Company Option that is outstanding and unexercised as of the Effective Time shall be converted into the right to receive, (i) with respect to each share of company stock subject to such Company Option, and without interest, an amount of Merger Consideration equal the Pro Rata Share of the Merger Consideration applicable to such share of

C1 Stock subject to such Company Option minus the per-share exercise price of such Company Option and (y) their Pro Rata Share of the Earnout Payments (as defined below), in each case, as provided in the Merger Agreement, except that holders of such Company Options will only receive their Pro Rata Share of the Earnout Payments if they continue to be employed by or in service to Forum or the Surviving Corporation on the date that it is paid.

We refer to this proposal as the “ Business Combination Proposal .” Copies of the Merger Agreement and certain other agreements to be entered into pursuant to the Merger Agreement are attached to the proxy statement/prospectus as Annex A .

(3)

The Escrow Amendment Proposal —To approve the Sponsor Earnout Letter and Amendment to Escrow Agreement, dated November 30, 2017, which amends the Escrow Agreement dated April 6, 2017, by and among Forum Investors I, LLC, Forum’s sponsor (the “ Sponsor ”), Forum and Continental Stock Transfer & Trust Company, to release 4,312,500 shares of Class F common stock of Forum (“ Founders Shares ”) purchased by the Sponsor prior to Forum’s IPO from escrow to enable: (i) the cancellation of 1,078,125 Founders Shares immediately upon consummation of the Business Combination, (ii) subjecting 2,156,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (iii) release of 1,078,125 Founders Shares from escrow immediately upon consummation of the Business Combination. We refer to this proposal as the “ Escrow Amendment Proposal ”;

(4)

Nasdaq Proposal— To approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market Listing Rule 5635(d) (the “ Nasdaq Listing Rule ”), the issuance of 17,959,375 shares of Class A Common Stock, par value $0.0001 per share, of Forum (“ Class A Common Stock ”) pursuant to the subscription agreements, dated November 30, 2017 (the “ Subscription Agreements ”), by and among Forum and the investors named therein, in connection with the consummation of the Business Combination, which we refer to as the “ Nasdaq Proposal ”;

(5)

Post-Merger Charter Amendment Proposal —To approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of the Pre-Merger Charter Amendment Proposal, Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal and the consummation of the Business Combination, an amendment and restatement of Forum’s Charter, as set out in the draft amended and restated version of Forum’s Charter appended to this proxy statement/prospectus as Annex C (the “ Amended Charter ”), for the following amendments (collectively, the “ Post-Merger Charter Amendment Proposal ”):

(a)

to divide the Combined Entity’s board of directors into three classes with staggered three-year terms, and provide that the board of directors is expressly authorized to make, alter, or repeal the Combined Entity’s bylaws;

(b)

to provide that any amendment to provisions of the Charter will require the approval of the holders of a majority of all of the Combined Entity’s then-outstanding capital stock entitled to vote generally in the election of directors so long as Clearlake holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and thereafter any such amendment will require the approval of the holders of at least 66 ² ⁄ ₃ % of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors;

(c)

to provide that the Combined Entity opts out of Section 203 of the Delaware General Corporation Law;

(d)

the Combined Entity’s voting stock outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (x) shares owned by persons who are directors and also officers and (y) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (3) on or subsequent to the consummation of the transaction, the business combination is approved by the Combined Entity’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 ² ⁄ ₃ % of the outstanding voting stock which is not owned by the interested stockholder;

(e)

to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended;

(f)

to provide that, subject to the limitations imposed by applicable law, directors may be removed with or without cause, by the holders of at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors for so long as Clearlake, which, together with its affiliates and related persons, holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and thereafter solely with cause by the holders of at least 66 ² ⁄ ₃ % of all of the Combined Entity’s then-outstanding shares of the capital stock entitled to vote generally at an election of directors;

(g)

to provide that any action to be taken by the Combined Entity’s stockholders may be taken by written consent or electronic transmission pursuant to Section 228 of the Delaware General Corporation Law only so long as Clearlake holds a majority of the Combined Entity’s then-outstanding capital stock entitled to vote generally at an election of directors;

(h)

to amend the name of the new public entity to “ConvergeOne, Inc.” from “Forum Merger Corporation”;

(i)

to reclassify all shares of Class A Common Stock as “Common Stock”;

(j)

to increase the authorized shares of Common Stock to 1,000,000,000 shares;

(k)

to increase the authorized shares of “blank check” preferred stock that the Combined Entity’s board of directors could issue to discourage a takeover attempt to 10,000,000 shares;

(l)

to make the Combined Entity’s corporate existence perpetual as opposed to Forum’s corporate existence terminating 24 months following the closing if its initial public offering and to remove from the Combined Company’s Charter the various provisions applicable only to specified purpose acquisition corporations contained in Forum’s current amended and restated certificate of incorporation (the “ Post-Merger Charter Amendment Proposal ”);

(6)	Incentive Plan Proposal— To approve and adopt the 2018 Equity Incentive Plan (the “ Equity Incentive Plan ”) a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “ Incentive Plan Proposal ”);

(7)	ESPP Proposal —To approve and adopt the 2018 Employee Stock Purchase plan (the “ ESPP ”), a copy of which is appended to this proxy statement/prospectus as Annex E in connection with the Business Combination (the “ ESPP Proposal ”); and

(8)

The Adjournment Proposal —To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal, or the ESPP Proposal. We refer to this proposal as the “Adjournment Proposal” and, together with the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal, as the “ Proposals .”

Only holders of record of Forum Common Stock at the close of business on , 2018 (the “ Record Date ”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Forum stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of Forum for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to Forum’s Charter, Forum is providing Forum public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of Forum Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest but less franchise and income taxes payable) of the Forum IPO. For illustrative purposes, based on funds in the Trust Account of approximately $174.8 million on November 30, 2017, the estimated per share redemption price would have been approximately $10.13. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal . A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 20% or more of the shares of Common Stock included in the Units sold in the Forum IPO. Holders of our outstanding Public Warrants, Rights and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Units must separate the underlying Public Shares, Public Rights and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Forum’s Sponsor, officers and directors and EBC have agreed to waive their redemption rights with respect to any shares of Forum Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor owns 22.1% and EBC owns 0.8% of the issued and outstanding shares of Forum Common Stock. Forum’s Sponsor, directors and officers have agreed to vote any shares of Forum Common Stock owned by them in favor of the Business Combination Proposal.

The approval of the Pre-Merger Charter Amendment, the Business Combination Proposal, and the Post-Merger Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Forum Common Stock as of the Record Date for the Special Meeting. The approval of the Escrow Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Forum Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. If the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal are not approved, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the Forum stockholders for a vote. The approval of the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, Incentive Plan

Proposal, and the ESPP proposal are preconditions to the consummation of the Business Combination. The board of directors has already approved the Business Combination.

As of November 30, 2017, there was approximately $174.8 million in the Trust Account. Each redemption of shares of Forum Common Stock by its public stockholders will decrease the amount in the Trust Account. Net tangible assets will be maintained at a minimum of $5,000,001 upon consummation of our initial business combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (212) 739-7860.

By Order of the Board of Directors

David Boris

Co-Chief Executive Officer, Chief Financial Officer, Vice-President and Director

, 2018

TABLE OF CONTENTS


FREQUENTLY USED TERMS			2
SUMMARY TERM SHEET			4
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			11
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			23
COMPARATIVE SHARE INFORMATION			53
RISK FACTORS			54
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			82
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			84
SPECIAL MEETING OF FORUM STOCKHOLDERS			93
INFORMATION ABOUT FORUM			165
FORUM’S MANAGEMENT			168
SELECTED HISTORICAL FINANCIAL INFORMATION OF FORUM			173
FORUM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			174
INFORMATION ABOUT C1			178
EXECUTIVE COMPENSATION OF C1			198
MANAGEMENT AFTER THE BUSINESS COMBINATION			201
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF C1			205
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF C1			210
DESCRIPTION OF SECURITIES OF FORUM			235


DESCRIPTION OF SECURITIES AFTER THE BUSINESS COMBINATION			246
COMPARISON OF STOCKHOLDER RIGHTS			252
DESCRIPTION OF C1’S INDEBTEDNESS			258
BENEFICIAL OWNERSHIP OF SECURITIES			261
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			264
PRICE RANGE AND DIVIDENDS OF SECURITIES			270
APPRAISAL RIGHTS			272
LEGAL MATTERS			272
INDEPENDENT AUDITORS			272
TRANSFER AGENT AND REGISTRAR			272
DELIVERY OF DOCUMENTS TO STOCKHOLDERS			272
SUBMISSION OF STOCKHOLDER PROPOSALS			273
FUTURE STOCKHOLDER PROPOSALS			273
WHERE YOU CAN FIND MORE INFORMATION			273
INDEX TO FINANCIAL STATEMENTS			F-1


ANNEX A		Merger Agreement
ANNEX B		Certificate of Amendmen t
ANNEX C		Amended and Restated Certificate of Incorporation
ANNEX D		2018 Equity Incentive Plan
ANNEX E		2018 Employee Stock Purchase Plan
ANNEX F		Fairness Opinion of Cassel Salpeter & Co., LLC

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Forum” refer to Forum Merger Corporation.

In this document:

“ Board ” means the board of directors of Forum.

“ Business Combination ” means the business combination pursuant to the Merger Agreement.

“ C1 ” means C1 Investment Corp. and its subsidiaries, including ConvergeOne, Inc.

“ C1 Equityholders ” refers to holders of equity interests in C1 as of the time immediately before the Business Combination.

“ Charter ” means Forum’s current amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on April 6, 2017.

“ Class A Common Stock ” means the Class A Common Stock, par value $0.0001, of Forum.

“ Class F Common Stock ” means the Class F Common Stock, par value $0.0001, of Forum.

“ Closing ” means the closing of the Business Combination.

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

“ Combined Entity ” means Forum after the event in which C1 becomes a wholly-owned subsidiary of Forum.

“ Earnout EBITDA ” means EBITDA as defined in the Merger Agreement.

“ EBC ” means EarlyBirdCapital, Inc.

“ Effective Time ” means the Merger having become effective pursuant to its terms upon consummation of the Business Combination.

“ Forum ” means Forum Merger Corporation.

“ Forum Common Stock ” or “ Common Stock ” means common stock of Forum, par value $0.0001, including the Class A Common Stock and Class F Common Stock.

“ Forum IPO ” means Forum’s initial public offering.

“ Founders Shares ” means Class F Common Stock purchased by Sponsor on December 28, 2016.

“ Merger Agreement ” means the Merger Agreement, dated as of November 30, 2017, by and among Forum Merger Corporation, FMC Merger Subsidiary Corp., FMC Merger Subsidiary LLC, C1 Investment Corp and Clearlake Capital Management III, L.P.

“ PIPE Investment ” refers to the sale of shares of newly issued Class A Common Stock in a private placement.

“ Placement Rights ” means the Rights underlying the Placement Units.

“ Placement Shares ” means the Class A Common Stock underlying the Placement Units.

“ Placement Units ” means Units issued in the Private Placement on April 12, 2017 to the Sponsor.

“ Placement Warrants ” means Warrants underlying the Placement Units.

“ Private Placement ” means the private placement consummated simultaneously with the Forum IPO in which Forum issued to the Sponsor the Placement Units.

“ Proposals ” means the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, the Incentive Plan Proposal and the ESPP Proposal.

“ Public Rights ” means Rights underlying the Units issued in the Forum IPO.

“ Public Shares ” means Class A Common Stock underlying the Units sold in the Forum IPO.

“ Public Units ” means Units issued in the Forum IPO.

“ Public Warrants ” means Warrants underlying the Units issued in the Forum IPO.

“ Redemption ” means the right of the holders of Class A Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“ Representative Shares ” means 172,500 shares of Class A Common Stock issued to EBC.

“ Right ” means a right to receive one-tenth (1/10) of one share of Class A Common Stock upon the consummation of an initial business combination.

“ Special Meeting ” means the special meeting of the stockholders of Forum, to be held on , 2018 at a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

“ Sponsor ” means Forum Investors I, LLC.

“ Trust Account ” means the Trust Account of Forum, which holds the net proceeds of Forum IPO and the sale of the Placement Units, together with interest earned thereon, less amounts released to pay franchise and income tax obligations and up to $100,000 for dissolution expenses.

“ UPO ” means an option to purchase up to 1,125,000 Units exercisable at $10.00 per Unit commencing on the later of the first anniversary of the effective date of the Forum IPO registration statement and the consummation of a business combination. The UPO may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the Forum IPO.

“ Unit ” means a unit consisting of one Right, one-half of one Warrant and one share of Class A Common Stock.

“ Warrants ” means a warrant to purchase Class A Common Stock. Each whole Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share.

SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections titled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus,” summarize information contained in this proxy statement/prospectus, but do not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions of terms commonly used throughout this proxy statement/prospectus, including in this Summary Term Sheet, see the section titled “Frequently Used Terms.”

Forum

Forum is a special purpose acquisition company formed for purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction, one or more businesses or assets.

Pre-Merger Charter Amendment Proposal

Forum stockholders will be asked to approve and adopt an amendment of Forum’s current amended and restated certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 40,000,000 to 100,000,000 shares for the purposes of carrying out the Business Combination. Please see the section titled “ The Pre-Merger Amendment Proposal .”

The Business Combination Proposal

On November 30, 2017, Forum Merger Corporation (“ Forum ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Forum, FMC Merger Subsidiary Corp., a Delaware corporation (“ Merger Sub I ”), FMC Merger Subsidiary LLC, a Delaware limited liability company (“ Merger Sub II ,” and together with Merger Sub I, the “ Merger Subs ”) and a wholly-owned subsidiary of Forum, C1 Investment Corp., a Delaware corporation, Forum Investors I, LLC , a Delaware limited liability company, in the capacity as the representative for the stockholders of Forum other than the stockholders of C1 (the “ C1 Stockholders ”) (the “ Forum Representative ”), and Clearlake Capital Management III, L.P. in the capacity as the representative for C1 Stockholders (the “ Seller Representative ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

The Agreement provides for a two-step merger: (1) the merger of Merger Sub I with and into C1, with C1 continuing as the surviving corporation (the “ Surviving Subsidiary ”) and as a wholly-owned subsidiary of Forum (the “ First Merger ”) and (2) the merger of the Surviving Subsidiary of the First Merger with and into Merger Sub II, ceasing the separate existence of the Surviving Subsidiary (the “ Second Merger ” and together with the First Merger, the “ Business Combination ”). Merger Sub II will continue as the surviving entity in the Second Merger, and Merger Sub II, continuing as the surviving entity, shall then be referred to as the Surviving Entity (the “ Surviving Entity ” and, together with Forum, the “ Combined Entity ”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “ Effective Time ”):

acquire, be exchanged for or convert into shares of C1 Stock or if exercised prior to such time, will have the resulting shares of C1 Stock issued upon such exercise treated as outstanding shares of C1 Stock; and

(iii) each outstanding Company Option that is unvested as of the Effective Time will become fully vested and exercisable as of the Effective Time (each such Company Option subject to such accelerated vesting, an “ Accelerated Option ”). Each Company Option that is outstanding and unexercised as of the Effective Time shall be converted into the right to receive, (i) with respect to each share of C1 Stock subject to such Company Option, and without interest, an amount of Merger Consideration equal the Pro Rata Share of the Merger Consideration applicable to such share of C1 Stock subject to such Company Option minus the per-share exercise price of such Company Option and (ii) their Pro Rata Share of the Earnout Consideration (as defined below), each (i) and (ii) as provided in the Merger Agreement; provided, however that in order to receive an installment of the applicable Pro Rata Share of the Earnout Consideration, the holder of a Company Option must be an employee of, or in service to, Forum or the Surviving Entity or their respective subsidiaries, at the time such installment is paid or issued, and must deliver a duly executed option cancellation agreement prior to the Effective Time.

The aggregate consideration to be paid to C1 Equityholders pursuant to the Merger Agreement (subject to certain adjustments as provided therein) will be equal to an amount equal to (i) the Enterprise Value minus (ii) the Closing Indebtedness plus (iii) the Closing Cash, plus (iv) the Net Acquisition Amount (which such amount of merger consideration, for the avoidance of doubt includes Deferred PIPE Closing Amount to be paid after the closing for the Deferred Payment) (the “ Merger Consideration ”) plus the contingent right to receive additional consideration from Forum based on the performance of Forum and its subsidiaries, including the Surviving Subsidiary, during the calendar years 2018, 2019 and 2020 (the “ Earnout Consideration ,” which together with the Merger Consideration, the “ Total Consideration ”). The Merger Consideration will be paid in the form of: (i) cash ( the “ Cash Consideration ”) from Forum and/or the Target Companies in an amount equal to (A) the total cash and cash equivalents of Forum, including funds from the PIPE Investment and the remaining funds in the Trust Account, after giving effect to the completion of the Redemption (the “ Forum Cash ”), plus (B) the Permitted Closing Cash, minus (C) $25,000,000; (ii) a number of Forum Common Shares, valued at the Redemption Price per share, equal to the (A) Merger Consideration minus (B) the Cash Consideration, minus (C) the Deferred Pipe Closing Amount; and (iii) a deferred payment equal to the Deferred Pipe Closing Amount to be paid upon the consummation of the Deferred PIPE Closing.

After the Closing, subject to certain terms and conditions set forth in the Merger Agreement, C1 Equityholders will have the contingent right to receive the Earnout Consideration from Forum, during the calendar years 2018, 2019 and 2020 (each such calendar year, an “ Earnout Year ” and such three-year calendar period, the “ Earnout Period ”) if the following requirements are met:

In the event that (i) Earnout EBITDA (measured at any applicable Measurement Date occurring within calendar year 2018 and using the Measurement Methodologies) exceeds $144,000,000, (ii) Earnout EBITDA (measured at any applicable Measurement Date occurring within calendar year 2019 and using Measurement Methodologies) exceeds $155,000,000 or (iii) Earnout EBITDA (measured at any applicable Measurement Date occurring within calendar year 2020 and using Measurement Methodologies) exceeds $165,000,000 (the “ Earnout Targets ”), in each case, at any time during the period beginning on and including the Closing Date and ending on end including December 31, 2020, then for each Earnout Target that is achieved as of a given Measurement Date holders shall receive additional consideration from Forum (a “ Regular Earnout Payment ”) of (A) 3,300,000 Forum Common Shares as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing (an “ Earnout Stock Payment ”) and (B) cash in an amount equal to $33,000,000 (an “ Earnout Cash Payment ”); provided , however , any portion of such Earnout Cash Payment in excess of the Permitted Cash Payment will instead be paid by delivery of a number of additional Forum Common Shares, valued based on Forum Share Price at the time such Earnout Payment is otherwise due.

In the event that the applicable Earnout Target is not met for any Earnout Year, the C1 Equityholders shall not be entitled to receive any Regular Earnout Payment for such Earnout Year; provided, however , the C1

Equityholders will be entitled to receive a Catchup Earnout Payment and/or an Accelerated Earnout Payment upon satisfaction of certain terms and conditions. In the event that after the Closing and during the Earnout Period there is a Change of Control, then any Regular Earnout Payments that have not previously been paid by Forum (whether or not previously earned) shall be deemed earned and due by Forum to the C1 Equityholders upon such Change of Control.

Notwithstanding the above provisions, each Earnout Payment otherwise payable to the C1 Equityholders will be reduced by the amount of the Sponsor Earnout Shares (as more fully described below) that become vested in connection with an Earnout Payment by directly reducing each Earnout Stock Payment by the amount of the Sponsor Earnout Shares that have become vested. Further, notwithstanding the above provisions, the allocation of Total Consideration as among cash and Forum Common Shares payable to C1 Securityholders shall be adjusted, by decreasing the cash portion and correspondingly increasing the portion of Total Consideration paid in Forum Common Stock, if and to the extent necessary to ensure that the C1 Securityholders receive sufficient Forum Common Stock such that, when aggregated with Forum Common Stock previously paid as Total Consideration to the C1 Equityholders (if any), the amount of Forum Common Stock is not less than the minimum amount of Forum Common Stock necessary to satisfy the requirements for qualification as a reorganization under Section 368(a)(1)(A) of the Code.

In addition to the approval of the Business Combination Proposal, the Pre-Merger Charter Amendment Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal at the Special Meeting, unless waived by the parties to the Merger Agreement, in accordance with applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “ Business Combination Proposal—Conditions to Closing of the Business Combination .”

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon agreement of C1 and Forum, or by C1 or Forum acting alone, in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section titled “ Business Combination Proposal—Termination .”

Pursuant to Forum’s Charter, in connection with the Business Combination, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Forum’s Charter. As of November 30, 2017, the pro rata portion of the funds available in the Trust Account for the Public Shares was approximately $10.13 per share. If a holder exercises its redemption rights in connection with the Business Combination, then such holder will be exchanging its Public Shares for cash and will only own shares of the Combined Entity pursuant to the conversion of the Public Rights. Such a holder will be entitled to receive cash for its Public Shares only if it (i) affirmatively votes for or against the Business Combination Proposal and (ii) properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the Special Meeting. See the section titled “ Extraordinary Meeting of the Stockholders—Redemption Rights .”

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Pre-Merger Charter Amendment Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal are approved at the Special Meeting. In addition, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal, and the ESPP Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is conditioned on the approval of the the Pre-Merger Charter Amendment Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal, and the ESPP Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

The Combined Entity’s board of directors will increase to ten members upon the Closing of the Business Combination. In accordance with the amended and restated certificate of incorporation to be filed, immediately after the Closing of the Business Combination, the board of directors will be divided into three classes. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election.

The Business Combination involves numerous risks. For more information about these risks, see the section titled “ Risk Factors .”

The Escrow Amendment Proposal

Forum stockholders will be asked to approve the Sponsor Earnout Letter and Amendment to Escrow Agreement, dated November 30, 2017, which amends the Escrow Agreement dated April 6, 2017, by and among the Sponsor, Forum and Continental Stock Transfer & Trust Company to release 4,312,500 Founders Shares from escrow to enable: (i) the cancellation of 1,078,125 Founders Shares immediately upon consummation of the Business Combination, (ii) subjecting 2,156,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (iii) the release of 1,078,125 Founders Shares from escrow immediately upon the Closing of the Business Combination. Please see the section titled “ The Escrow Amendment Proposal .”

The Nasdaq Proposal

In connection with the Business Combination, Forum entered into subscription agreements (the “ Subscription Agreements ”) with investors to purchase 17,959,375 shares of Class A Common Stock for an aggregate commitment amount of $143,675,000, subject to certain conditions, including that all conditions precedent to the Closing of the Business Combination will have been satisfied or waived (other than those conditions are to be satisfied at closing) (the “ PIPE Investment ”). The PIPE Investment was predicated on (i) the Sponsor’s agreement to cancel 1,078,125 Founder Shares immediately upon the Closing of the Business Combination; (ii) the Sponsor’s agreement to subject 2,156,250 Founder Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by the Combined Entity; and (iii) C1’s agreement to reduce the Merger Consideration by 499,752 shares of Common Stock. In the aggregate, the expected beneficial ownership of the Sponsor and the C1 Equityholders at the Closing was reduced by 3,734,127 shares of Common Stock at an assumed value of $10.10 per share to incentivize the prospective investors to commit to the PIPE Investment. The result was the issuance of 14,225,248 incremental shares to the investors in the PIPE Investment for an aggregate purchase price of $143,675,000 (and an aggregate issuance of 17,959,375 shares to the investors in the PIPE Investment).

Forum stockholders will be asked to approve, for purposes of complying with the Nasdaq Listing Rules, the issuance of 17,959,375 shares of Class A Common Stock pursuant to the Subscription Agreements in connection with the consummation of the Business Combination. Please see the section titled “ The Nasdaq Proposal .”

The Post-Merger Charter Amendment Proposal

Forum stockholders will be asked to approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Nasdaq Proposal, the Escrow Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal and the consummation of the Business Combination, an amendment and restatement of Forum’s Charter, as set out in the draft amended and restated version of Forum’s Charter appended to this proxy statement/prospectus as Annex C (the “ Amended Charter ”), for the following:

•

to provide that any amendment to provisions of the Charter will require approval of the holders of a majority of all of the Combined Entity’s then-outstanding capital stock entitled to vote generally in the election of directors so long as Clearlake holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and thereafter any such amendment will require the approval of the holders of at least 66 ² ⁄ ₃ % of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors;

•

to provide that the Combined Entity opts out of Section 203 of the Delaware General Corporation Law;

•

to provide that we may not engage in certain “business combinations” with any “interested stockholder” (which excludes Clearlake and its affiliated and any of their direct or indirect transferees and any group as to which such persons) for a three-year period following the time that the stockholder became an interested stockholder, unless (1) prior to the date of the transaction, the Combined Entity’s board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (2) the interested stockholder owned at least 85% of the Combined Entity’s voting stock outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (x) shares owned by persons who are directors and also officers and (y) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (3) on or subsequent to the consummation of the transaction, the business combination is approved by the Combined Entity’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 ² ⁄ ₃ % of the outstanding voting stock which is not owned by the interested stockholder;

•

to provide that, subject to the limitations imposed by applicable law, directors may be removed with or without cause, by the holders of at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors for so long as Clearlake, which, together with its affiliates and related persons, holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and thereafter only with cause by the holders of at least 66 ² ⁄ ₃ % of all of the Combined Entity’s then-outstanding shares of the capital stock entitled to vote generally at an election of directors;

•

to amend the name of the new public entity to “ConvergeOne, Inc.” from “Forum Merger Corporation;”

•

to reclassify all shares of Class A common stock as “Common Stock”;

•

to increase the authorized shares of Common Stock to 1,000,000,000 shares; and

•

to increase the authorized shares of “blank check” preferred stock that the Combined Entity’s board of directors could issue to discourage a takeover attempt to 10,000,000 shares;

•

to make the Combined Entity’s corporate existence perpetual as opposed to Forum’s corporate existence terminating 24 months following the closing if its initial public offering and to remove from the Combined Entity’s Charter the various provisions applicable only to specified purpose acquisition corporations contained in Forum’s current amended and restated certificate of incorporation.

The Incentive Plan Proposal

Forum is proposing that its stockholders approve and adopt the 2018 Equity Incentive Plan of the Combined Entity (the “ Equity Incentive Plan ”), which will become effective upon the Closing of the Business Combination and have the following principal features:

•

Types of Awards : The Equity Incentive Plan provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, non-employee directors and consultants of the Combined Entity and its affiliates. Additionally, the Equity Incentive Plan provides for the grant of performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants.

•

Shares Available for Awards : Initially, the aggregate number of shares of Common Stock that may be issued pursuant to stock awards under the Equity Incentive Plan after the Equity Incentive Plan becomes effective will not exceed shares. Additionally, the number of shares of Common Stock reserved for issuance under the Equity Incentive Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 (assuming the Equity Incentive Plan becomes effective before such date) and continuing through and including January 1, 2028, by % of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors.

•

Non-Employee Director Compensation : The maximum number of shares of Common Stock subject to awards granted under the Equity Incentive Plan or any other equity plan maintained by the Combined Entity during any single fiscal year to any non-employee director, taken together with any cash fees paid to the director during the year, will not exceed $ in total value, or $ for the year in which a non-employee director is first appointed or elected to the Combined Entity’s board of directors.

•

Performance Awards : The Equity Incentive Plan permits the grant of performance-based stock and cash awards that may qualify as performance-based compensation that is not subject to the $1,000,000 limitation on the income tax deductibility of compensation paid to a covered executive officer imposed by Section 162(m) of the Code. To help assure that the compensation attributable to performance-based awards will so qualify, the compensation committee can structure such awards so that stock or cash will be issued or paid pursuant to such award only after the achievement of certain pre-established performance goals during a designated performance period.

A summary of the Equity Incentive Plan is set forth in the “ The Equity Incentive Plan Proposal ” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex D .

The ESPP Proposal

Forum is proposing that its stockholders approve and adopt the 2018 Employee Stock Purchase Plan of the Combined Entity (the “ ESPP ”), which will become effective upon the Closing of the Business Combination and have the following principal features:

•

Types of Awards : The ESPP provides a means by which the Combined Entity’s employees may be given an opportunity to purchase shares of Common Stock following the closing of the Business Combination. The rights to purchase Common Stock granted under the ESPP are intended to qualify as options issued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the Code.

•

Shares Subject to ESPP : Initially, the maximum number of shares of Common Stock that may be issued under the ESPP is shares. Additionally, the number of shares of Common Stock reserved

for issuance under the ESPP will automatically increase on January 1 of each year, beginning on January 1, 2019 (assuming the ESPP becomes effective before such date) and continuing through and including January 1, 2028, by the lesser of (i) % of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, (ii) shares of Common Stock; or (iii) a lesser number of shares determined by the Combined Entity’s board of directors.

•

Purchase of Shares; Offerings : The ESPP will be implemented by offerings of rights to purchase Common Stock to all eligible employees. The board of directors of the Combined Entity (or its compensation committee) will determine the duration of each offering period, provided that in no event may an offering period exceed 27 months. Each offering period will have one or more purchase dates, as determined by the Combined Entity’s board or compensation committee prior to the commencement of the offering period, and may allow eligible employees to purchase shares of common stock at a default purchase price of 95% of the fair market value of a share of Common Stock on the purchase date; provided that the Combined Entity’s board or compensation committee may determine a different purchase price prior to the start of an offering period and provided that the purchase price may not be less than the lower of (i) 85% of the fair market value of a share of Common Stock on the first day of the offering period or (ii) 85% of the fair market value of a share of Common Stock on the purchase date.

A summary of the ESPP is set forth in the “ The ESPP Proposal ” section of this proxy statement/prospectus and a complete copy of the ESPP is attached hereto as Annex E .

The Adjournment Proposal

Forum stockholders will be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal, or the ESPP Proposal. Please see the section titled “ The Adjournment Proposal .”

In considering the recommendation of Forum’s board of directors to vote FOR the Proposals presented at the Special Meeting, you should be aware that our executive officers and members of our board of directors have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. The members of Forum’s board of directors were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting. For a description of these interests see “ The Business Combination Proposal—Interests of Forum’s Directors and Officers and Others in the Business Combination .”

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of Forum stockholders. The following questions and answers do not include all the information that is important to stockholders of Forum. We urge the stockholders of Forum to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q.	Why am I receiving this proxy statement/prospectus?

Forum stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement, among other proposals. Forum has entered into the Merger Agreement as a result of which C1 will become a wholly-owned subsidiary of Forum. Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate purchase price for the Business Combination and related transactions is expected to be approximately $1,137,000,000 of cash, equity consideration, and assumed indebtedness. We refer to such aggregate amount as the “ Aggregate Purchase Price .” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A .

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Below are proposals on which Forum stockholders are being asked to vote.

(1)

Pre-Merger Charter Amendment Proposal— To approve and adopt an amendment of Forum’s current amended and restated certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 40,000,000 to 100,000,000 shares for the purposes of carrying out the Business Combination.

(2)

The Business Combination Proposal— To consider and vote upon a proposal to adopt and approve the Merger Agreement by and among Forum and the Merger Subs, on the one hand, and C1, on the other hand, and approve the transactions contemplated thereby, including the Business Combination, as a result of which C1 will become a wholly-owned subsidiary of the Combined Entity and all the outstanding shares of C1 Stock will be exchanged for shares of Forum Common Stock;

(3)

The Escrow Amendment Proposal —To approve the Sponsor Earnout Letter and Amendment to Escrow Agreement, dated November 30, 2017, which amends the Escrow Agreement dated April 6, 2017, by and among the Sponsor, Forum and Continental Stock Transfer & Trust Company, to release 4,312,500 Founders Shares from escrow to enable: (i) the cancellation of 1,078,125 Founders Shares immediately upon consummation of the Business Combination, (ii) subjecting 2,156,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (iii) the release of 1,078,125 Founders Shares from escrow immediately upon consummation of the Business Combination;

(4)

Nasdaq Proposal —To approve, for purposes of complying with the Nasdaq Listing Rule, the issuance of 17,959,375 shares of Class A Common Stock pursuant to the Subscription Agreements in connection with the consummation of the Business Combination;

(5)

Post-Merger Charter Amendment Proposal —To approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the ESPP Proposal and the consummation of the Business

Combination, an amendment and restatement of Forum’s Charter, as set out in the draft Amended Charter appended to this proxy statement/prospectus as Annex C for the following:

(a)

(b)

to provide that any amendment to provisions of the amended and restated Charter will require approval of the holders of a majority of all of the Combined Entity’s then-outstanding capital stock entitled to vote generally in the election of directors so long as Clearlake holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and thereafter any such amendment will require the approval of the holders of at least 66 ² ⁄ ₃ % of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors;

(c)

to provide that the Combined Entity opts out of Section 203 of the Delaware General Corporation Law;

(d)

to provide that we may not engage in certain “business combinations” with any “interested stockholder” (which excludes Clearlake and its affiliated and any of their direct or indirect transferees and any group as to which such persons) for a three-year period following the time that the stockholder became an interested stockholder, unless (1) prior to the date of the transaction, the Combined Entity’s board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (2) the interested stockholder owned at least 85% of the Combined Entity’s voting stock outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (x) shares owned by persons who are directors and also officers and (y) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (3) on or subsequent to the consummation of the transaction, the business combination is approved by the Combined Entity’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder;

(e)

(f)

to provide that, subject to the limitations imposed by applicable law, directors may be removed with or without cause, by the holders of at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors for so long as Clearlake, which, together with its affiliates and related persons, holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and thereafter only with cause by the holders of at least 66 ² ⁄ ₃ % of all of the Combined Entity’s then-outstanding shares of the capital stock entitled to vote generally at an election of directors;

(g)

(h)

to amend the name of the new public entity to “Converge One, Inc.” from “Forum Merger Corporation;”

(i)

to reclassify all shares of Class A Common Stock as “Common Stock”;

(j)

to increase the authorized shares of Common Stock to 1,000,000,000 shares;

(k)

to increase the authorized shares of “blank check” preferred stock that the Combined Entity’s board of directors could issue to discourage a takeover attempt to 10,000,000 shares;

(l)

to make the Combined Entity’s corporate existence perpetual as opposed to Forum’s corporate existence terminating 24 months following the closing if its initial public offering and to remove from the Combined Entity’s Charter the various provisions applicable only to specified purpose acquisition corporations contained in Forum’s current amended and restated certificate of incorporation.

(6)

Incentive Plan Proposal— To approve and adopt, the Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex D ;

(7)

ESPP Proposal— To approve and adopt, the ESPP, a copy of which is attached to the accompanying proxy statement as Annex E ; and

(8)

The Adjournment Proposal —To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Pre-Merger Charter Amendment, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal or the ESPP Proposal.

Q:	Are the proposals conditioned on one another?

Unless the Pre-Merger Charter Amendment and the Business Combination Proposal are approved, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the stockholders of Forum at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If Forum does not consummate the Business Combination and fails to complete an initial business combination by April 12, 2019, Forum will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.

Q:	What will happen in the Business Combination?

At the Closing, Merger Sub I will merge with and into C1, with C1 surviving such merger, and the surviving entity will merge into Merger Sub II, as a result of which C1 Equityholders will receive shares of Forum. Upon consummation of the Business Combination, C1 will become a wholly-owned subsidiary of Forum. In connection with the Business Combination, the cash held in the Trust Account and the proceeds from the PIPE Investment will be used to pay cash consideration in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A .

Q:	What equity stake will current stockholders of the Company and C1 Equityholders hold in the Combined Entity after the Closing?

It is anticipated that, upon the completion of the Business Combination, Forum’s public stockholders (other than the PIPE Investment investors) will retain an ownership interest of approximately 27.5% in the Combined Entity, the PIPE Investment investors will own approximately 25.8% of the Combined Entity (such that public stockholders, including PIPE Investment investors, will own approximately 53.3% of the Combined Entity), the Sponsor will retain an ownership interest of approximately 2.5% in the Combined

Entity and the C1 Equityholders will own approximately 44.1% of the outstanding common stock of the Combined Entity. These relative percentages reflect the automatic conversion of 17,872,500 Rights into approximately 1,787,250 shares of Class A Common Stock at the Closing. The ownership percentage with respect to the Combined Entity following the Business Combination does not take into account (i) the redemption of any shares by Forum’s public stockholders, (ii) the exercise of the UPO or the Warrants outstanding following the Business Combination or (iii) the issuance of any shares upon completion of the Business Combination under the Equity Incentive Plan or the ESPP, which are intended to be adopted following the Closing of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Forum’s existing stockholders in the Combined Entity will be different.

See the section titled “ Unaudited Pro Forma Condensed Combined Financial Information ” for further information.

Q:	What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of Forum of the Business Combination Proposal, the Pre-Merger Charter Amendment Provision, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal. The Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal are subject to and conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is subject to and conditioned on the approval of the Pre-Merger Charter Amendment Provision, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “ The Business Combination Proposal—The Merger Agreement .”

Q:	Why is Forum providing stockholders with the opportunity to vote on the Business Combination?

Under its Charter, Forum must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Forum’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Forum has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Forum is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Public Shares in connection with the Closing of the Business Combination.

Q:	Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its Trust Account, to fund the Aggregate Purchase Price?

Yes. On November 30, 2017, Forum entered into Subscription Agreements with the investors named therein providing for the issuance by Forum of 17,959,375 shares of Class A Common Stock in a private placement, subject to certain conditions, including that all conditions precedent to the Closing of the Business Combination will have been satisfied or waived (other than those conditions are to be satisfied at Closing) for gross proceeds to Forum of $143,675,000.

To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account and PIPE Investment will be used to pay any loans owed by Forum to its Sponsor for any Forum transaction expenses or other administrative expenses incurred by Forum, to pay all unpaid transaction expenses and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. Forum agrees that it (or its successor) will file with the Securities and Exchange Commission (the “ SEC ”) a registration statement registering the resale of the

shares purchased in the PIPE Investment and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable.

Q:	How many votes do I have at the Special Meeting?

Forum stockholders are entitled to one vote at the Special Meeting for each share of Forum Common Stock held of record as of , 2018, the record date for the Special Meeting (the “ Record Date ”). As of the close of business on the Record Date, there were outstanding shares of Forum Common Stock.

Q:	What vote is required to approve the proposals presented at the Special Meeting?

The approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding Forum Common Stock as of the Record Date. Accordingly, a Forum stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposal.

The approval of the Escrow Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Forum Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. A Forum stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Forum Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Escrow Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and Adjournment Proposal.

If the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal are not approved, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the Forum stockholders for a vote. The approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the consummation of the Business Combination.

Q:	May Forum, the Sponsor or Forum’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

Stephen Vogel, Forum’s Executive Chairman, and family members, have agreed to purchase an aggregate of $7.875 million of Class A Common Stock in the PIPE Investment. In addition, Neil Goldberg and Richard Katzman, directors of Forum, have agreed to purchase $2.5 million and $1 million, respectively, in the PIPE Investment. In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of Forum’s Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of Forum shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections

to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:	What constitutes a quorum at the Special Meeting?

Holders of a majority in voting power of Forum Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the Record Date, shares of Forum Common Stock would be required to achieve a quorum.

Q:	How will the Sponsor, directors and officers vote?

The Sponsor, as Forum’s initial stockholder, has agreed to vote its Founders Shares and Placement Shares (as well as any Public Shares purchased during or after the Forum IPO) in favor of the initial business combination, including the Business Combination. EBC has also agreed to vote their Representative Shares in favor of the initial business combination, including the Business Combination. Accordingly, if Forum seeks stockholder approval of its initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor agreed to vote their Founder Shares in accordance with the majority of the votes cast by Forum’s public stockholders.

Q:	What interests do Forum’s current officers and directors have in the Business Combination?

A:	The Sponsor, members of Forum’s board of directors and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

•

unless Forum consummates an initial business combination, Forum’s officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•

as a condition to the Forum IPO, all of the Founders Shares were placed into an escrow account and would be released from escrow only if specified conditions were met. In particular, subject to certain limited exceptions, all Founders Shares would be held in escrow for one year following the consummation of an initial business combination. However, 50% of the Founders Shares could be released from escrow immediately if the Forum Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after the date of the consummation of an initial business combination. In connection with the Business Combination, Forum, the Sponsor, C1 and Clearlake entered into the Sponsor Earnout Letter and Amendment to Escrow Agreement, which amends the Escrow Agreement dated April 6, 2017, by and among the Sponsor, Forum and Continental Stock Transfer & Trust Company, to release all of the Founders Shares held by the Sponsor from escrow to enable: (a) cancellation of 1,078,125 Founders Shares immediately upon consummation of the Business Combination, (b) subjecting 2,156,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (c) release of 1,078,125 Founders Shares from escrow immediately upon consummation of the Business Combination;

•

the Placement Units, including the Placement Shares, Placement Rights and Placement Warrants, purchased by the Sponsor will be worthless if a business combination is not consummated;

•

the Sponsor has agreed that the Placement Units, and all of their underlying securities, will not be sold or transferred by it until 30 days after Forum has completed a business combination, subject to limited exceptions;

•

the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination;

•

the fact that Sponsor has agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed initial business combination;

•

if Forum does not complete an initial business combination by April 12, 2019, the proceeds from the sale of the Placement Units will be included in the liquidating distribution to Forum’s public stockholders and the Placement Rights and the Placement Warrants will expire worthless; and

•

if the Trust Account is liquidated, including in the event Forum is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Forum to ensure that the proceeds in the Trust Account are not reduced below $10.10 per Public Share by the claims of prospective target businesses with which Forum has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Forum, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence Forum’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q:	What happens if I sell my shares of Class A Common Stock before the Special Meeting?

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Class A Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q:	What happens if I vote against the Business Combination Proposal?

Pursuant to Forum’s Charter, if the Business Combination Proposal is not approved and Forum does not otherwise consummate an alternative business combination by April 12, 2019, Forum will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Q:	Do I have redemption rights?

Pursuant to Forum’s Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Forum’s Charter. As of November 30, 2017, based on funds in the Trust Account of approximately $174.8 million, this would have amounted to approximately $10.13 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Forum Common Stock for cash and will only hold shares of Class A Common Stock of the Combined Entity issued pursuant to the conversion of the Public Rights. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Forum’s transfer agent prior to the Special Meeting. See the section titled “ Special Meeting of Forum Stockholders—Redemption Rights ” for the procedures to be followed if you wish to redeem your shares for cash.

Q:	Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your shares of Forum Common Stock “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:	How do I exercise my redemption rights?

In order to exercise your redemption rights, you must (i) affirmatively vote either “FOR” or “AGAINST” the Business Combination Proposal, (ii) check the box on the enclosed proxy card to elect redemption, and (iii) prior to 5:00 p.m., Eastern time, on , 2018 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30 ^th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 20% or more of the shares of Forum Common Stock included in the Units sold in the Forum IPO, which we refer to as the “20% threshold.” Accordingly, all Public Shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Forum’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Forum does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Forum’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Forum’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Forum’s transfer agent return the shares (physically or electronically). You may make such request by contacting Forum’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:	What are the federal income tax consequences of exercising my redemption rights?

Forum stockholders who exercise their redemption rights to receive cash in exchange for their shares of Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable federal income tax law) in the redeeming stockholder’s percentage ownership in us (whether such ownership is direct or through the application of certain attribution and constructive ownership rules). Any amounts treated as such a distribution will constitute a dividend to the extent not in excess of our current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed shares of our Common Stock, and any remaining amount will be

treated as gain realized on the sale or other disposition of our Common Stock. These tax consequences are described in more detail in the section titled “— Certain Material U.S. Federal Income Tax Considerations of the Redemption .” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q:	If I am a Warrant or Right holder, can I exercise redemption rights with respect to my Warrants or Rights?

A:	No. The holders of Warrants and Rights have no redemption rights with respect to Warrants or Rights.

Q:	If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A:	No. Holders of outstanding Units must separate the underlying Public Shares, Public Rights and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Units into Public Shares, Public Rights and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “ How do I exercise my redemption rights? ” above. The address of Continental Stock Transfer & Trust Company is listed under the question “ Who can help answer my questions? ” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares, Public Rights and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:	Do I have appraisal rights if I object to the proposed Business Combination?

A:	No. There are no appraisal rights available to holders of Forum Common Stock in connection with the Business Combination.

Q:	What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:	If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

•

a portion of the Merger Consideration pursuant to the Merger Agreement;

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Forum stockholders who properly exercise their redemption rights;

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$4,528,125 Business Combination marketing fees to EBC in connection with the Business Combination (this reflects the waiver by EBC of 25% of such fees);

•

certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Forum or C1 in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

•

any loans owed by Forum to its Sponsor for any Forum transaction expenses or other administrative expenses incurred by Forum; and

•

for general corporate purposes including, but not limited to, working capital for operations.

Q:	What happens if the Business Combination is not consummated?

A:	There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “ The Business Combination Proposal—The Merger Agreement ” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, Forum is unable to complete the Business Combination or another initial business combination transaction by April 12, 2019, Forum’s Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay franchise and income taxes payable and up to $100,000 for dissolution expenses, by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the Delaware General Corporation Law (“ DGCL ”) to provide for claims of creditors and other requirements of applicable law.

Forum expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Forum’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founders Shares and Representative Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Forum’s outstanding Warrants or Rights. Accordingly, the Warrants and Rights will expire worthless.

Q:	When is the Business Combination expected to be completed?

The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal—Structure of the Business Combination—Conditions to Closing of the Business Combination” or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by either Forum or C1 if the Closing has not occurred by March 31, 2018, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section titled “ The Business Combination Proposal .”

Q:	What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:	How do I vote?

If you were a holder of record of Forum Common Stock on , 2018, the Record Date, you may vote with respect to the proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:	What will happen if I abstain from voting or fail to vote at the Special Meeting?

At the Special Meeting, Forum will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals. Additionally, if you abstain from voting or fail to vote at the Special Meeting, you will not be able to exercise your redemption rights (as described above).

Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by Forum without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting. If you fail to indicate how you vote, you will not be able to exercise your redemption rights.

Q:	If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

A:	Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

In order to exercise your redemption rights, you must affirmatively vote either “FOR” or “AGAINST” the Business Combination Proposal. See “— How do I exercise my redemption rights ” below.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Forum believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:	May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to Forum’s secretary at the address listed below so that it is received by Forum’s secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Forum’s secretary, which must be received by Forum’s secretary prior to the Special Meeting.

Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who will solicit and pay the cost of soliciting proxies?

Forum will pay the cost of soliciting proxies for the Special Meeting. Forum has engaged , which we refer to as “ ,” to assist in the solicitation of proxies for the Special Meeting. Forum has agreed to pay a fee of $ , plus disbursements. Forum will reimburse for reasonable out-of-pocket expenses and will indemnify and its affiliates against certain claims, liabilities, losses, damages and expenses. Forum will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Forum Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Forum Common Stock and in obtaining voting instructions from those owners. Forum’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

David Boris

Forum Merger Corporation

c/o Forum Investors I, LLC

135 East 57 ^th Street

8 ^th Floor

New York, New York 10022

Tel: (212) 739-7860

E-mail: david@forummerger.com

You may also contact our proxy solicitor at:

To obtain timely delivery, Forum stockholders must request the materials no later than business days prior to the Special Meeting.

You may also obtain additional information about Forum from documents filed with the SEC by following the instructions in the section titled “ Where You Can Find More Information .”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Forum’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, references in this Summary of the Proxy Statement/Prospectus to the “Combined Entity” refer to Forum and its consolidated subsidiaries after giving effect to the Business Combination. References to the “Company” or “Forum” refer to Forum Merger Corporation.

Unless otherwise specified, all share calculations assume no exercise of redemption rights by the Company’s public stockholders and do not include any shares of Forum Common Stock issuable upon the exercise of the Warrants.

Parties to the Business Combination

Forum Merger Corporation

Forum is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Forum Common Stock, Units, Rights and Warrants are currently listed on NASDAQ under the symbols “FMCI”, “FMCIU”, “FMCIR” and “FMCIW”, respectively. The mailing address of Forum’s principal executive officer is 135 East 57 ^th Street, New York, New York 10022.

Merger Sub I

Merger Sub I is a wholly-owned subsidiary of Forum, formed on November 27, 2017 to consummate the Business Combination. Following the Business Combination, C1 will merge with Merger Sub with C1 surviving the merger. As a result, C1 will become a wholly-owned subsidiary of Forum.

Merger Sub II

Merger Sub II is a wholly-owned subsidiary of Forum, formed on November 27, 2017 to consummate the Business Combination. Following the Business Combination and the first merger of Merger Sub I, the surviving entity of the first merger will merge into Merger Sub II.

C1 Investment Corp.

C1 is a leading IT services provider of collaboration and technology solutions for large and medium enterprises. It serves clients through its comprehensive engagement model which includes the full lifecycle of services from consultation and design through implementation, optimization, and ongoing support. Approximately 46% of its total revenue in 2016 was derived from its services offerings, which include professional and managed, cloud, and maintenance services. C1’s deep technical expertise enables it to deliver complex, multi-vendor solutions across a number of delivery models, including on-premise and in private, hybrid, C1 Cloud, and public cloud environments. C1 served over 2,900, 3,400, and 3,700 clients in 2014, 2015, and 2016, respectively. From 2014 to 2016, C1 served 52% of the Fortune 100, 40% of the Fortune 500, and 32% of the Fortune 1000.

Through C1’s leading professional services capabilities, C1 designed thousands of solutions each year across its core technology markets: (i) collaboration and (ii) enterprise networking, data center, cloud, and

security, each of which is complemented by its industry-leading managed, cloud, and maintenance services. Managed, cloud, and maintenance services typically have multi-year contractual terms with high renewal rates and accounted for 29% of C1’s total revenue in 2016. Through C1’s relationships with more than 100 leading and next-generation technology partners, its engineers deliver optimal services and solutions to clients regardless of their existing infrastructure.

Collaboration technology is essential to modern business, enabling workforce mobility and driving globalization through connectivity across any device. Collaboration solutions create significant competitive advantages through enhanced productivity, innovative ways of working together, and omni-channel customer engagement models. With C1’s more than 20-year focus on collaboration solutions, C1 believes it will benefit from the rapid growth of this market. C1 derived approximately 68% of its total revenue in 2016 from its services and technology offerings in the collaboration market.

C1’s technical expertise and client-centric culture have led to long-standing and expanding client relationships. C1’s top 100 clients, based on 2016 revenue, had an average tenure of more than nine years. C1 generated 93% and 91% of its total revenue in 2015 and 2016, respectively, from clients C1 served in a prior year. C1’s Net Promoter Score, or NPS, of 61 in 2016 was more than twice the technology vendor industry average of 30. NPS is a commonly used industry measure of customers’ overall satisfaction. According to this third-party survey, 86% of its clients indicated that they are “highly likely” to recommend C1 to other businesses and organizations.

During 2015, C1 had total revenue of $601.5 million, comprised of approximately 51% services and 49% technology offerings. C1’s gross profit was $193.4 million in 2015, representing a gross margin of approximately 32%. C1’s net income and Adjusted Net Income were $4.0 million and $24.4 million, respectively, and its Adjusted EBITDA was $62.8 million in 2015.

During 2016, C1 had total revenue of $815.6 million, comprised of 46% services and 54% technology offerings. C1’s gross profit was $249.2 million in 2016, representing a gross margin of approximately 31%. C1’s net income and Adjusted Net Income were $8.3 million and $34.5 million, respectively, and its Adjusted EBITDA was $83.8 million in 2016.

During the nine months ended September 30, 2017, C1 had total revenue of $619.7 million, comprised of 49% services and 51% technology offerings. C1’s gross profit was $182.0 million for the nine months ended September 30, 2017, representing a gross margin of 29.4%. For the nine months ended September 30, 2017, its net loss and Adjusted Net Income were $13.2 million and $17.5 million, respectively, and its Adjusted EBITDA was $58.1 million.

Adjusted Net Income and Adjusted EBITDA are non-GAAP financial metrics. See “— Summary Consolidated Financial and Other Data—Non-GAAP Financial Measures ” for definitions and explanations of Adjusted EBITDA and Adjusted Net Income, and reconciliations of net income (loss) to Adjusted EBITDA and Adjusted Net Income.

C1’s Market

C1 participates in a rapidly evolving IT market, which has been driven by numerous technological advancements, including cloud, software-defined infrastructure, virtualization, security, mobility, data analytics, and Internet of Things, or IoT. These secular trends, along with a mobile and global workforce that expects constant connectivity, have resulted in the need for increasingly complex, distributed, and multi-vendor IT environments.

operates in the North American IT market which, according to Gartner- Enterprise IT Spending , is expected to grow from $1.1 trillion in 2015 to $1.3 trillion in 2019, representing a CAGR of 3%. Within this broader market, the North American IT services market is projected to grow from $379 billion in 2015 to $465 billion in 2019, representing a CAGR of 5%, according to Gartner- Enterprise IT Spending .

C1 is focused on the high-growth collaboration, enterprise networking, data center, cloud, and security solutions markets.

C1’s addressable markets are shown below on a global basis:

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See the section titled “ Industry and Market Data .”

(1)	IDC- UC&C

(2)	Gartner- Integrated Systems and Gartner- Enterprise Network Equipment

(3)	Gartner- Public Cloud Services

(4)	Gartner- Information Security

Collaboration

The collaboration market consists of both unified communications and customer engagement. Unified communications involves the integration of real-time enterprise communication services such as voice, email, presence, chat/text, video, conferencing technology, messaging, mobility, and bring your own device, or BYOD, to provide a consistent and unified user interface and experience across multiple devices and media types. Customer engagement is comprised of integrated customer relationship management and other self-service applications that enable businesses to connect with customers across any channel and to deliver consistent high-quality service utilizing monitoring, analytics, and workforce optimization capabilities.

C1 believes the shift from on-premise to hosted and cloud collaboration solutions will also result in additional services opportunities as enterprises look to IT service providers to help them configure, provision, and manage their software applications in the cloud.

IDC estimates that the global collaboration market will grow from $25 billion in 2015 to $35 billion in 2019, representing a CAGR of 10%. IDC defines collaboration to include IP telephony, IP phones, videoconferencing systems, video as a service, hosted/cloud voice and unified communications, contact center infrastructure and software, mobile collaboration, and collaborative applications. IDC also estimates that the hosted and cloud collaboration market will grow more than twice as fast as the on-premise market from 2015 to 2019, with hosted and cloud revenue at $12 billion in 2015 and projected to grow to $20 billion by 2019, representing a CAGR of 13%.

Enterprise Networking and Data Center

The increasing number of public, private, and hybrid cloud deployments is a key growth driver for enterprise networking and data center infrastructure technologies. Gartner- Enterprise Network Equipment and

Gartner- Integrated Systems estimate that the enterprise networking and data center market (including integrated hardware systems and enterprise LAN/WAN equipment) was $56 billion in 2015 and is projected to grow to $68 billion in 2019, representing a CAGR of 5%.

Cloud

Over the past several years, demand for cloud deployments has grown as enterprises seek scalable, flexible, and cost-effective options for deploying their IT infrastructure. Gartner- Public Cloud Services estimates the global cloud infrastructure services and management market (IaaS, PaaS, and cloud management) was approximately $26 billion in 2015 and is projected to grow to $75 billion by 2019, representing a CAGR of 31%.

Security

As cyber security has become a mission-critical priority for IT organizations, increases in budgets have driven spending in the enterprise security market. Gartner- Information Security estimates that worldwide spending on enterprise security (including network security equipment and security services) was $57 billion in 2015 and is projected to grow to $78 billion in 2019, representing a CAGR of 9%.

C1 believes that it is well positioned within the markets in which it competes. C1 is a client-centric, services-driven organization with deep technical capabilities. C1 has a highly skilled team of engineers and consulting professionals with the capability to consult, design, integrate, operate, and optimize its clients’ solutions in the face of increasing IT complexity. As these markets are highly fragmented, C1 also benefits from its scale, which it believes positions it well and will allow it to gain market share as well as expand sales with existing enterprise clients.

Competitive Strengths

Leading independent provider of services and solutions in the collaboration market

C1 is a leading independent provider of services and solutions in the collaboration market. C1’s collaboration clients typically require complex, multi-vendor solutions, which may have thousands of possible technology combinations. C1’s focus on this market and its scale, deep domain expertise, and technical and consulting expertise differentiate C1 from other market participants and allow C1 to deliver leading collaboration solutions to its clients.

Attractive services-driven business model

Approximately 46% of C1’s total revenue in 2016 was derived from its services offerings, which include professional and managed, cloud, and maintenance services. C1 offers a comprehensive suite of services from consultation and design through implementation, optimization, and ongoing support. C1’s managed, cloud, and maintenance services comprised 29% of its total revenue in 2016, and typically have multi-year contractual terms, with high renewal rates of approximately 90% in 2015 and 2016. The strength of C1’s services-driven business model is also demonstrated by the fact that 97% of its top 1,000 clients utilized its services in 2016.

Flexible, scalable delivery model with leading managed and cloud service capabilities

C1 offers flexible delivery models, enabling its clients to consume its services and solutions on-premise or in private, hybrid, C1 Cloud, and public cloud environments. C1 provides enterprise-grade, scalable managed and cloud services. Additionally, C1 utilizes three state-of-the-art Network Operations Centers, or NOCs, which operate 24x7x365 and all of which are SOC 2 Type II compliant and one of which is also PCI compliant.

Deep technological expertise and proprietary intellectual property to solve C1’s clients’ IT challenges

C1’s highly skilled team of engineers and consulting professionals has the capabilities and skills necessary to address the complex IT needs of large and medium enterprises across its core technology markets:

(i) collaboration and (ii) enterprise networking, data center, cloud, and security. Additionally, C1 has a long history of innovation, as evidenced by its C1 Cloud offering and the development of its own proprietary intellectual property.

Long-standing and expanding enterprise client relationships

C1 served over 2,900, 3,400, and 3,700 clients in 2014, 2015, and 2016, respectively. From 2014 to 2016, C1 served 52% of the Fortune 100, 40% of the Fortune 500, and 32% of the Fortune 1000. C1 cultivated these long-standing relationships through its commitment to exceptional client service and strong technical expertise.

C1’s client-centric approach has also helped drive industry leading customer satisfaction rates. According to a third-party survey, C1’s NPS of 61 for 2016 was more than twice the technology vendor industry average of 30.

Differentiated culture fostering motivated and empowered employees to deliver outstanding service

C1 cultivates and supports a dynamic culture that empowers and motivates its employees to deliver exceptional service to its clients. C1 is able to attract and retain its IT professionals through a development-focused work culture that has experienced a retention rate of approximately 90% in 2015 and 2016. C1’s success in motivating and empowering its employees is evidenced by its high levels of customer satisfaction and employee retention rate.

Growth Strategies

Expand cloud and security services

C1’s cloud and security businesses represent significant growth opportunities as C1 enhances its existing capabilities and further penetrates its client base. C1 believes it is well positioned to help its clients with their cloud migration strategy given its technical expertise, service capabilities, and multi-vendor expertise. C1 provides end-to-end network and data security solutions to its clients that combine multiple trusted security technologies into a single platform. Additionally, C1 provides disaster recovery plans that support every level of its clients’ enterprise.

Deepen existing client relationships

C1 believes it is well positioned to identify new opportunities or enhance existing services and solutions within its existing clients. C1 believes there are additional opportunities to sell its services and solutions across its core technology markets, including enterprise networking, data center, cloud, and security, into its existing client base.

Develop new relationships to expand C1’s client base

C1 intends to continue to grow its client base by expanding its team of sales professionals. C1 is focused on building its brand to grow within its existing and target end markets where there is strong demand for the services and solutions it provides. In 2015 and 2016, C1 added 387 and 425 new clients, respectively, which accounted for 7% and 9% of its total revenue, respectively, during such periods.

Attract, develop, and retain skilled professionals

To support C1’s growth and maintain its competitive position as a leading IT services provider, C1 plans to grow its highly skilled employee base. These professionals enable C1 to use innovative pre-sales strategies, which utilize engineering and consulting expertise to help drive high-value services, and demonstrate competency in developing complex solutions for multi-vendor environments.

Continue to grow C1’s strong domestic footprint and expand internationally

C1 has a strong and growing presence in the United States and it believes there are significant opportunities for further domestic expansion. Globally, C1 supports approximately 90 multinational clients through its managed services capabilities and its global alliances. C1 believes there are multiple attractive market opportunities, both domestically and internationally.

Add new capabilities and geographic regions through strategic acquisitions

C1 operates in a fragmented market that offers significant consolidation opportunities. Historically, C1 has been successful acquiring and integrating companies that have enhanced its offerings and ability to serve its clients. C1 will continue to evaluate strategic acquisitions and partnerships that enhance its capabilities and expand its geographic footprint, both domestically and internationally.

C1’s Services and Technology Offerings

C1 provides innovative services and complex, multi-vendor solutions to large and medium enterprises across a variety of delivery models through its dedicated team of over 1,180 highly skilled engineers and consulting professionals. C1 serves clients through its comprehensive engagement model which includes the full lifecycle of services from consultation and design through implementation, optimization, and ongoing support. Approximately 46% of C1’s total revenue in 2016 was derived from its services offerings, which include professional and managed, cloud, and maintenance services. Through C1’s leading professional services capabilities, it designs thousands of solutions each year across its core technology markets: (i) collaboration and (ii) enterprise networking, data center, cloud, and security. C1’s technology offerings are complemented by its industry-leading managed, cloud, and maintenance services.

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Year ended December 31, 2016.

C1’s Services

C1 provides professional and managed, cloud, and maintenance services across its core technology markets.

Professional Services. Professional services involve the consultation, design, integration and implementation, application development, and program management of customized collaboration, enterprise networking, data center, cloud, and security offerings. Working with products acquired from over 100 of the world’s top technology vendors, its engineers are experts at architecting complex IT technology solutions to create custom-designed solutions to meet its clients’ needs.

Managed, Cloud, and Maintenance Services . Managed, cloud, and maintenance services are contractual services, which typically have multi-year contractual terms and high renewal rates.

As part of C1’s managed services, it provides an extensive portfolio of incident avoidance offerings, including its proprietary OnGuard software, which provides proactive, capacity, predictive, and preventative monitoring to ensure its clients’ systems are operating effectively. C1’s monitoring capabilities have also enabled its engineers to identify and quickly address potential issues, leading to an in-house resolution rate for service calls of over 98% in both 2015 and 2016.

C1 has the capabilities to provide its managed, cloud, and maintenance services on-premise or in private, C1 Cloud, hybrid, and public cloud environments based on the service and security needs of its clients, which differentiates C1 from other IT solution providers.

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C1 believes that it is well positioned to take advantage of the continued shift from on-premise to cloud as it can offer solutions across multiple delivery models.

C1’s Technology Offerings

C1 provides technology offerings to its clients across its core technology markets. C1 delivers its technology offerings across a number of delivery models, including on-premise, and in private, hybrid, and public clouds as well as its proprietary C1 Cloud, regardless of clients’ existing infrastructure, providing them with flexibility and optionality. Additionally, C1 can provide its offerings as a managed service.

C1’s Core Technology Markets

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Collaboration

C1’s services and technology offerings in the collaboration market, which represented 68% of C1’s total revenue in 2016, are primarily comprised of unified communications and customer engagement software. C1’s unified communications solutions focus on enabling communication anywhere on any device and its customer engagement applications focus on delivering a more personalized and omni-channel experience for its clients’ end customers. C1 believes these offerings enhance its clients’ competitiveness, efficiency, and overall customer experience while also addressing the constantly evolving challenges they encounter in an increasingly mobile, global, and connected world.

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Enterprise Networking, Data Center, Cloud, and Security

Enterprise Networking

C1’s enterprise networking technology solutions ensure that its clients have access to cost-effective and innovative networking options, including Network Function Virtualization, or NFV, and Software Defined Networking, or SDN, as well as the capacity and security to securely transmit bandwidth-intensive data, voice, video, and wireless applications.

Data Center

C1’s data center solutions enable its clients to process and store the applications and information they need to conduct their business. C1 offers a broad range of server, storage, virtualization, and management solutions to help align its clients’ IT infrastructure with their business objectives.

Cloud

C1 provides cloud solutions to its clients in four distinct environments: private, C1 Cloud, hybrid, and public cloud. C1’s cloud technology offerings are supported by end-to-end design, installation, integration, management, and ongoing maintenance services that can be performed by us, the client, or the infrastructure provider based on client needs.

C1’s C1 Cloud provides communication, collaboration, and network connectivity in a subscription-based delivery model that combines the benefits of an on-premise solution with the ease of a managed cloud service.

Security

C1 provides end-to-end network and data security solutions to C1’s clients. C1 generally begins its client engagements with assessments, followed by an actionable security framework, which can include all or components of infrastructure upgrades and optimization, training, incident response, remediation, and managed security. C1 provides effective risk reduction through solutions that combine multiple trusted security technologies into a single platform. C1’s methodologies and holistic architecture protects, detects, and contains threats across the cyber-attack continuum. Additionally, C1 provides comprehensive disaster recovery services and solutions including business continuity assessment and planning, to network availability and data continuity, to recovery and crisis management.

Recent Acquisitions

In September 2017, C1 acquired Rockefeller Group Technology Solutions, Inc. for cash consideration of $20.9 million. The acquisition increases C1’s presence in the New York City market and brings additional capabilities in collaboration and cloud.

In August 2017, C1 acquired SPS Holdco, LLC for cash consideration of $59.1 million. The acquisition brought additional solutions and services capabilities in collaboration and video.

In July 2017, C1 acquired Annese & Associates, Inc. to expand its solutions and service capabilities in enterprise networking, security, collaboration, and cloud for cash consideration of $26.0 million plus additional contingent consideration of up to $4 million.

During 2015, C1 completed the acquisitions of SIGMAnet, MSN, and Sunturn for an aggregate consideration of $66.8 million net of cash received. C1 made these acquisitions in order to expand its technical capabilities in response to its clients’ needs, diversify its vendor relationships, and expand geographically.

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December 2015: C1 acquired SIGMAnet to expand its technical resources, bolster its cloud computing, security, and managed services offerings, and expand its market presence in the western United States;

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May 2015: C1 acquired MSN to enhance its enterprise networking capabilities and expand its market presence in the western United States; and

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May 2015: C1 acquired Sunturn to expand its client reach in the western and southern United States.

C1’s Relationship with its Sponsor

In June 2014, C1 was acquired by a fund managed by Clearlake Capital Group, L.P., which, together with its affiliates and related persons, C1 refers to as Clearlake, a private investment firm with a sector-focused approach. Clearlake seeks to partner with world-class management teams by providing patient, long-term capital to dynamic businesses that can benefit from Clearlake’s operational and strategic expertise. The firm’s core target sectors include technology, communications, and business services; industrials, energy, and power; and

consumer products and services. As of September 30, 2017, Clearlake had approximately $3.5 billion of assets under management. For a discussion of certain risks, potential conflicts and other matters associated with Clearlake’s control of the Combined Entity, see the section titled “ Risk Factors—Risks Related to C1’s Common Stock .”

Organizational Structure

The following diagram sets forth C1’s organizational structure.

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Corporate Information

C1 Investment Corp. was incorporated in Delaware in May 2014. C1’s principal executive offices are located at 3344 Highway 149, Eagan, Minnesota 55121, and its telephone number is (888) 321-6227. C1’s corporate website address is www.convergeone.com. Information contained on or accessible through its website is not a part of this proxy statement/prospectus, and the inclusion of its website address in this proxy statement/prospectus is an inactive textual reference only.

ConvergeOne is a trademark of ConvergeOne, Inc., a wholly-owned subsidiary of C1 Investment Corp. The ConvergeOne logos and the C1 logo are trademarks of ConvergeOne Holdings Corp., a wholly-owned subsidiary of C1 Investment Corp. C1 does not intend its use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of C1 by, any other companies.

The Proposals

Pre-Merger Charter Amendment Proposal

Forum stockholders will be asked to approve and adopt an amendment of Forum’s current amended and restated certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 40,000,000 to 200,000,000 shares for the purposes of carrying out the Business Combination.

The Business Combination Proposal

Forum and C1 have agreed to a Business Combination under the terms of the Merger Agreement, dated as of November 30, 2017. This agreement, as may be further amended or supplemented from time to time, is

referred to in this proxy statement/prospectus as the “Merger Agreement.” Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “ Closing ”), Merger Sub I, a Delaware corporation and a wholly-owned subsidiary of Forum will merge with and into C1, with C1 continuing as the surviving entity and becoming a wholly owned subsidiary of Forum and, as part of the first merger, the surviving entity will merge into Merger Sub II. See the section titled “ The Business Combination Proposal .”

The Merger Agreement

The Merger Agreement is subject to standard conditions to the Closing. In addition, the Closing is subject to the following additional conditions (amongst others): (i) the approval of the Merger Agreement by the requisite vote of Forum’s stockholders and C1 Stockholders, (ii) minimum proceeds (including proceeds from the PIPE Investment) available to Forum at the Closing, (iii) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of requisite regulatory approval, (v) the consummation of the PIPE Investment, (vi) the election or appointment of members to the Post-Closing Forum Board in accordance with the Merger Agreement and (vii) the effectiveness of this registration statement.

In addition, unless waived by C1, the obligations of C1 to consummate the Business Combination are subject to the fulfillment of certain closing conditions, including but not limited to the following:

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The representations and warranties of Forum being true and correct (subject to certain materiality exceptions);

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Forum and the Merger Subs having performed in all material respects its obligations under the Merger Agreement;

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Absence of material adverse effect to the business, assets, liabilities, financial condition or results of operations of Forum;

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Forum Cash being at least $125,000,000;

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Delivery of certificate of good standing of Forum and Forum’s officer and secretary certificates certifying compliance with certain obligations under the Agreement;

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Filing of Forum Amended Charter with the Secretary of State of Delaware; and

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Company having received a copy of duly executed registration rights agreements and lock-up agreements by Forum and Forum Representative.

Unless waived by Forum, the obligations of Forum and the Merger Subs to consummate the Business Combination are subject to the satisfaction of the following conditions:

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The representations and warranties of C1 being true and correct (subject to certain materiality exceptions);

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C1 having performed in all material respects its obligations under the Merger Agreement;

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Absence of material adverse effect to the business, assets, liabilities, financial condition or results of operations of any Target Company;

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Receipt of a comfort letter from C1’s independent accountant auditing firm with respect to the financial statements of any of the Target Companies included as part of the Registration Statement (directly or as part of any pro forma financial statements included therein) at the time of the effectiveness of the Registration Statement and as of the Closing Date;

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Delivery of certificates of good standing for each Target Company and Forum’s officer and secretary certificates certifying compliance with certain obligations under the Agreement;

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Forum having received a copy of duly executed registration rights agreements and lock-up agreements by each C1 Stockholder;

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Forum having received a duly executed opinion from C1’s counsel;

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Forum having received evidence that C1 shall have terminated, extinguished and cancelled in full any issued or outstanding Company Convertible Securities or commitments therefor (other than unvested Company Options); and

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Forum having received evidence that certain Contracts involving the Target Companies and/or C1 Stockholders shall have been terminated with no further obligation or Liability of the Target Companies thereunder or amended consistent with the requirements set forth in the Merger Agreement.

Pursuant to the Merger Agreement, upon the Closing, Merger Sub I, a subsidiary of Forum, will be merged with and into C1, with C1 continuing as the surviving entity of the Merger and becoming a wholly owned subsidiary of Forum and the surviving entity will be merged into Merger Sub II for consideration. See the section titled “ The Business Combination Proposal—General Description of the Merger Agreement and Merger Consideration .”

Each party agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, including covenants regarding (1) the provision of access to their properties, books and personnel, (2) the operation of their respective businesses in the ordinary course of business, (3) filing Forum’s reports required by the Securities and Exchange Act of 1934, as amended, and efforts regarding Nasdaq listing requirements, (4) no solicitation of other competing transactions, (5) no trading in Forum’s securities by C1 using Forum’s material non-public information, (6) notifications of certain breaches, consent requirements or other matters, (7) efforts to comply with all government authority requirements, (8) further assurances to cooperate, (9) Forum’s prompt filing of a Registration Statement on Form S-4, (10) a requirement for C1 to promptly hold its stockholder meeting to approve the Merger Agreement and related transactions, (11) efforts to complete the PIPE Investment, (12) public announcements, (13) confidentiality, (14) requirements to retain books and records, (15) obtaining binding D&O tail insurance for the Target Companies’ and Forum’s directors and officers with coverage for six years following the Effective Time, (16) post-Closing board of directors and executive officers, (17) use of funds in the trust account after the Closing, (18) adoption of post-Closing Forum dividend policy, (19) filing of post-Closing Registration Statement, and (20) security clearances of C1 by certain governmental authority.

Forum has agreed to certain covenants in the Merger Agreement with respect to its obligations to file a proxy statement/prospectus for a Special Meeting of its stockholders to approve the Merger Agreement and the related transactions. Forum has agreed to have its board of directors adopt a new Equity Incentive Plan and ESPP reasonably acceptable to C1, and to submit such new plan to its stockholders for their ratification and approval.

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including among other reasons, (i) by mutual consent of C1 and Forum, (ii) by either Forum or C1 if any of the conditions to the Closing have not been satisfied or waived by March 31, 2018 (the “ Outside Date ”), provided that this out shall not be available to (A) Forum if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Merger Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date or (B) C1 if any action or omission by a Target Company or its affiliates (including any acquisitions that individually or in the aggregate

would require the preparation of pro forma financial statements pursuant to Regulation S-X) was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date, (iii) by either Forum or C1 if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement, and such Order or other action has become final and non-appealable, (iv) by either Forum or C1 if there has been a material breach by the other party of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, or if any representation or warranty of Forum shall have become materially untrue or materially inaccurate, and such breach is not cured within the earlier of (a) 20 days the non-breaching party receives notices of such breach, or (b) by the Outside Date, (v) by Forum if there has been a Material Adverse Effect on C1 or its subsidiaries, which is uncured and continuing within 20 days after written notice provided by Forum, (vi) by Forum if there has been a material adverse effect on C1 or its subsidiaries that is continuing within 20 days after notice of such material adverse effect, (vii) by either Forum or C1 if approval for the Business Combination was not obtained in the Special Meeting and (viii) by either Forum or C1 if the approval of the matters submitted to Forum’s stockholders or C1’s stockholders is not obtained.

The following persons are expected to serve as executive officers and directors of the Combined Entity following the Business Combination. For biographical information concerning the C1 executive officers and C1 designees to the board of directors, see “ Information about C1—Executive Officers and Directors . For biographical information concerning the Forum designees to the board of directors see “ Information About Forum—Management—Directors and Executive Officers .”


Name	Age		Position(s)
John A. McKenna, Jr. ⁽¹⁾		62	President and Chief Executive Officer and Chairman of the Board
Jeffrey Nachbor		53	Chief Financial Officer
Paul Maier		57	President, Services Organization
John F. Lyons		64	President, Field Organization
David Boris ⁽²⁾		57	Director
⁽²⁾			Director
Keith W. F. Bradley ⁽¹⁾		54	Director
Behdad Eghbali ⁽¹⁾		41	Director
José E. Feliciano ⁽¹⁾		44	Director
Christopher Jurasek ⁽¹⁾		52	Director
Prashant Mehrotra ⁽¹⁾		40	Director
James Pade ⁽¹⁾		33	Director
Timothy J. Pawlenty ⁽¹⁾		57	Director

(1)

C1 Designee

(2)

Forum Designee

Classified Board of Directors

The Combined Entity’s board of directors will consist of ten members upon the closing of the Business Combination. In accordance with the amended and restated certificate of incorporation to be filed, immediately after the consummation of the Business Combination, the board of directors will be divided into three classes. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. The directors will be divided among the three classes as follows:

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the Class I directors will be , and , and their terms will expire at the annual meeting of stockholders to be held in 2019;

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the Class II directors will be be , and , and their terms will expire at the annual meeting of stockholders to be held in 2020; and

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the Class III directors will be be , , and , and their terms will expire at the annual meeting of stockholders to be held in 2021.

The Combined Entity expects that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Forum Reasons for the Business Combination

Forum was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Forum sought to do this by utilizing the networks and industry experience of both its management team and its board of directors to identify, acquire and operate one or more businesses within or outside of the United States.

In particular, Forum’s board of directors considered the following positive factors, although not weighted or in any order of significance:

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Leading Middle-Market Business and Attractive Financial profile . C1 is a leading IT services provider of collaboration and technology solutions for large and medium enterprises. They serve clients through their comprehensive engagement model which includes the full lifecycle of services from consultation and design through implementation, optimization, and ongoing support. They have deep technical expertise which enables them to deliver complex, multi-vendor solutions across a number of delivery models, including on-premise and in private, hybrid, C1 Cloud, and public cloud environments.

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Proven Track Record and Strong Management Team . C1 is led by a highly experienced management team that has transformed C1’s business to serve to deliver complex, multi-vendor solutions across a number of delivery models, including on-premise and in private, hybrid, C1 Cloud, and public cloud environments.

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Strong Competitive Position . C1 is undergoing a growing market position in their respective category within the IT Services industry. Forum believes that they have some intellectual property advantages when compared to their competitors, which may help to protect their market position and profitability.

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Benefit from Being a Public Company . Forum believes that C1 under new public ownership will have the flexibility and financial resources to pursue and execute a growth strategy to increase revenues and shareholder value. Forum believes C1 will benefit from being publicly traded and will be able to effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

C1 Reasons for the Business Combination

In the course of reaching its decision to approve the Business Combination, the C1 board of directors consulted with its senior management, financial advisors and legal counsel, reviewed a significant amount of information, and considered a number of factors, including, among others:

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Other Alternatives . It is the belief of C1, after review of alternative strategic opportunities from time to time, that the proposed Business Combination represents the best potential transaction for C1 to create greater value for C1’s stockholders, while providing C1 stockholders with greater liquidity by owning stock in a public company.

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Terms of the Merger Agreement . C1 considered the terms and conditions of the Merger Agreement, including but not limited to the nature and scope of the closing conditions and the likelihood of obtaining any necessary regulatory approvals, in addition to the transactions contemplated thereby, including the Business Combination.

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Size of Post-Combination Company . C1 considered the Business Combination implied enterprise value of $1.2 billion for C1, providing C1’s stockholders with the opportunity to go-forward with ownership in a public company with a larger market capitalization.

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Access to Capital . C1 expects that the Business Combination would be a more time- and cost-effective means to access capital than other options considered, including an initial public offering;

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Benefit from Being a Public Company . C1 believes that under new public ownership it will have the flexibility and financial resources to pursue and execute a growth strategy to increase revenues and stockholder value and will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

Fairness Opinion of Cassel Salpeter

Forum engaged Cassel Salpeter & Co., LLC (“ Cassel Salpeter ”) to render an opinion as to (i) the fairness, from a financial point of view, to Forum of the consideration to be paid by Forum in the proposed Business Combination pursuant to the Merger Agreement and (ii) whether ConvergeOne had a fair market value equal to at least 80% of the balance of funds in the trust account. Cassel Salpeter is an investment banking firm that regularly is engaged in the evaluation of businesses and their securities in connection with acquisitions, corporate restructuring, private placements and for other purposes. Forum’s board of directors decided to use the services of Cassel Salpeter because it is a recognized investment banking firm that has substantial experience in similar matters, and has rendered similar services to other blank check companies.

Cassel Salpeter rendered its oral opinion to Forum’s board of directors on November 26, 2017 (which was subsequently confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the same date) that, as of November 26, 2017, (i) the Total Consideration to be paid by Forum in the Business Combination pursuant to the Merger Agreement was fair, from a financial point of view, to Forum and (ii) ConvergeOne had a fair market value equal to at least 80% of the balance of funds in the trust account.

The amount of the Total Consideration to be paid pursuant to the Merger Agreement was determined pursuant to negotiations between Forum and ConvergeOne and not pursuant to recommendations of Cassel Salpeter.

The opinion was provided for the use and benefit of the Forum board in connection with its consideration of the Business Combination and only addressed (i) the fairness, from a financial point of view, to Forum of the consideration to be paid by Forum in the Business Combination pursuant to the Merger Agreement and (ii) whether ConvergeOne had a fair market value equal to at least 80% of the balance of funds in the trust account, in each case as of the date of the opinion, and did not address any other aspect or implication of the Business Combination.

The summary of Cassel Salpeter’s opinion in this proxy statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex E to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed Business Combination.

Accounting Treatment

The Business Combination will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting Forum will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on C1 stockholders expecting to have a majority of the voting power of the combined company, C1 comprising the ongoing operations of the combined entity, C1 comprising a majority of the governing body of the combined company, and C1’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of C1 issuing stock for the net assets of Forum, accompanied by a recapitalization. The net assets of Forum will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of C1.

Appraisal Rights

Appraisal rights are not available to Forum stockholders in connection with the Business Combination. Appraisal rights are available to C1 stockholders in connection with the Business Combination.

Impact of the Business Combination on Forum’s Public Float

It is anticipated that, upon the Closing of the Business Combination, Forum’s public stockholders (other than the PIPE Investment investors) will retain an ownership interest of approximately 27.5% in the Combined Entity, the PIPE Investment investors will own approximately 25.8% of the Combined Entity (such that public stockholders, including PIPE Investment investors, will own approximately 53.3% of the Combined Entity), the Sponsor will retain an ownership interest of approximately 2.5% in the Combined Entity and the C1 Equityholders will own approximately 44.1% of the outstanding common stock of the Combined Entity.

These relative percentages assume the automatic conversion of 17,872,500 Rights into approximately 1,787,250 shares of Class A Common Stock at the Closing. The ownership percentage with respect to the Combined Entity following the Business Combination does not take into account (i) the redemption of any shares by Forum’s public stockholders, or (ii) the exercise of the UPO or the Warrants outstanding following the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Forum’s existing stockholders in the Combined Entity will be different.

The following tables illustrate varying ownership levels in Forum assuming the factors mentioned above, and excluding the exercise of above-mentioned warrants and the UPO:


	Assumed % of Public Shares Redeemed (or Proceeds Remaining in Trust Account)
	0% (or $174.8 million in trust)		100% (or $0 in trust)
Forum public stockholders		27.5%		2.7%
PIPE Investment investors		25.8		25.8
Sponsor		2.5		2.5
C1 equityholders		44.1		68.9
Total		100.0%		100.0%

Board of Directors of the Combined Entity Following the Business Combination

Upon consummation of the Business Combination, Forum board of directors anticipates having ten directors, with each Class I director having an initial term that expires at the Combined Entity’s annual meeting of stockholders in 2019, each Class II director having an initial term that expires at the Combined Entity’s annual meeting of stockholders in 2020, and each Class III director having an initial term that expires at the Combined Entity’s annual meeting of stockholders in 2021, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. See the section titled “ Management After the Business Combination ” for additional information.

The Escrow Amendment Proposal

The Nasdaq Proposal

In connection with the Business Combination, Forum entered into subscription agreements with investors to purchase 17,959,375 shares of Class A Common Stock of Forum for an aggregate commitment amount of $143,675,000 subject to certain conditions, including that all conditions precedent to the closing of the Business Combination will have been satisfied or waived (other than those conditions are to be satisfied at closing). The shares of Class A Common Stock will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

For purposes of complying with applicable Nasdaq Listing Rules, Forum is proposing that its stockholders approve the Nasdaq Proposal for the issuance of more than 20% of Forum’s issued and outstanding Common Stock at a price that is less than the greater of the book or market value of the stock, pursuant to the PIPE Investment.

The Post-Merger Charter Amendment Proposal

In connection with the Business Combination, Forum is proposing that its stockholders approve the Amended Charter for the following:

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to provide that any amendment to provisions of the amended and restated Charter will require approval of the holders of a majority of all of the Combined Entity’s then-outstanding capital stock entitled to vote generally in the election of directors so long as Clearlake holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and thereafter any such amendment will require the holders of at least 66 ² ⁄ ₃ % of all of the Combined Entity’s then-outstanding capital stock entitled to vote generally in the election of directors;

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to provide that the Combined Entity opts out of Section 203 of the Delaware General Corporation Law;

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to provide that the Combined Entity may not engage in certain “business combinations” with any “interested stockholder” (which excludes Clearlake and its affiliated and any of their direct or indirect

transferees and any group as to which such persons) for a three-year period following the time that the stockholder became an interested stockholder, unless (1) prior to the date of the transaction, the Combined Entity’s board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (2) the interested stockholder owned at least 85% of the Combined Entity’s voting stock outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (x) shares owned by persons who are directors and also officers and (y) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (3) on or subsequent to the consummation of the transaction, the business combination is approved by the Combined Entity’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder;

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to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act;

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to provide that, subject to limitations imposed by applicable law, directors may be removed with or without cause, by the holders of at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors for so long as Clearlake, which, together with its affiliates and related persons, holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, or thereafter only with cause by the holders of at least 66 ² ⁄ ₃ % of all of the Combined Entity’s then-outstanding shares of the capital stock entitled to vote generally at an election of directors;

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to amend the name of the new public entity to “ConvergeOne, Inc.” from “Forum Merger Corporation;”

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to reclassify all shares of Class A Common Stock as “Common Stock”;

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to increase the authorized shares of Common Stock to 1,000,000,000 shares;

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to increase the authorized shares of “blank check” preferred stock that the Combined Entity’s board of directors could issue to increase the number to discourage a takeover attempt to 10,000,000 shares;

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to make the Combined Entity’s corporate existence perpetual as opposed to Forum’s corporate existence terminating 24 months following the closing if its initial public offering; and

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to remove from the Combined Entity’s Charter the various provisions applicable only to specified purpose acquisition corporations contained in Forum’s current amended and restated certificate of incorporation.

The Incentive Plan Proposal

Forum is proposing that its stockholders approve and adopt the Equity Incentive Plan, which will become effective upon the Closing of the Business Combination and have the following principal features:

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unit awards, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, non-employee directors and consultants of the Combined Entity and its affiliates. Additionally, the Equity Incentive Plan provides for the grant of performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants.

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Non-Employee Director Compensation : The maximum number of shares of Common Stock subject to awards granted under the Equity Incentive Plan or any other equity plan maintained by the Combined Entity during any single fiscal year to any non-employee director, taken together with any cash fees paid to the director during the fiscal year, will not exceed $ in total value, or $ for the calendar year in which a non-employee director is first appointed or elected to the Combined Entity’s board of directors.

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The ESPP Proposal

Forum is proposing that its stockholders approve and adopt the ESPP, which will become effective upon the Closing of the Business Combination and have the following principal features:

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Types of Awards : The ESPP provides a means by which the Combined Entity’s employees may be given an opportunity to purchase shares of Common Stock following the Closing of the Business Combination. The rights to purchase Common Stock granted under the ESPP are intended to qualify as options issued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the Code.

•

Shares Subject to ESPP : Initially, the maximum number of shares of Common Stock that may be issued under the ESPP is shares. Additionally, the number of shares of Common Stock reserved for issuance under the ESPP will automatically increase on January 1 of each year, beginning on January 1, 2019 (assuming the ESPP becomes effective before such date) and continuing through and including January 1, 2027, by the lesser of (i) % of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, (ii) shares of Common Stock; or (iii) a lesser number of shares determined by the Combined Entity’s board of directors.

•

Purchase of Shares; Offerings : The ESPP will be implemented by offerings of rights to purchase Common Stock to all eligible employees. The board of directors of the Combined Entity (or its compensation committee) will determine the duration of each offering period, provided that in no event may an offering period exceed 27 months. Each offering period will have one or more purchase dates, as determined by the Combined Entity’s board or compensation committee prior to the commencement of the offering period, and may allow eligible employees to purchase shares of Common Stock at a default purchase price of 95% of the fair market value of a share of Common Stock on the purchase date; provided that the Combined Entity’s board or compensation committee may determine a different purchase price prior to the start of an offering period and provided that the purchase price may not be less than the lower of (i) 85% of the fair market value of a share of Common Stock on the first day of the offering period or (ii) 85% of the fair market value of a share of Common Stock on the purchase date.

A summary of the ESPP is set forth in the “ The ESPP Proposal ” section of this proxy statement/prospectus and a complete copy of the ESPP is attached hereto as Annex E .

Date, Time and Place of Special Meeting

The Special Meeting will be held at a.m. Eastern time, on , 2018, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Proxy Solicitation

Proxies may be solicited by telephone, by facsimile, by mail, on the Internet or in person. We have engaged to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “ Special Meeting of Forum Stockholders—Revoking Your Proxy .”

Quorum and Required Vote for Stockholder Proposals

A quorum of Forum stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting of stockholders if a majority of the Common Stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

The approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding Forum Common Stock as of the Record Date. Accordingly, a Forum stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposal.

The approval of the Escrow Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Forum Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. A Forum stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Escrow Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and Adjournment Proposal.

The Pre-Merger Charter Amendment Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal, and the ESPP Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal conditioned on the approval of the Pre-Merger Charter Amendment Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal, and the ESPP Proposal. Unless the Business Combination Proposal is approved, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the stockholders of Forum at the Special Meeting. The Adjournment Proposal is not conditioned on any other Proposal and does not require the approval of any other Proposal to be effective. It is important for you to note that in the event the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal do not receive the requisite vote for approval, then Forum will not consummate the Business Combination. If Forum does not consummate the Business Combination and fails to complete an initial business combination by April 12, 2019, it will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.

Recommendation to Stockholders

Forum’s board of directors believes that the Proposals to be presented at the Special Meeting are in the best interests of Forum and its stockholders and unanimously recommends that Forum stockholders vote “FOR” the Proposals.

When you consider the recommendation of Forum board of directors in favor of approval of these Proposals, you should keep in mind that Forum directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

•

unless Forum consummates an initial business combination, Forum’s officers, directors and sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•

As a condition to the Forum IPO, all of the Founders Shares were placed into an escrow account and would be released from escrow only if specified conditions were met. In particular, subject to certain limited exceptions, all Founders Shares would be held in escrow for one year following the consummation of an initial business combination. However, 50% of the Founders Shares could be released from escrow immediately if the Forum Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after the date of the consummation of an initial business combination. In connection with the Business Combination, Forum, the Sponsor, C1 and Clearlake, entered into the Sponsor Earnout Letter and Amendment to Escrow Agreement, which amends the Escrow Agreement dated April 6, 2017, by and among the Sponsor, Forum and Continental Stock Transfer & Trust Company, to release all of the Founders Shares held by the Sponsor from escrow to enable: (a) cancellation of 1,078,125 Founders Shares immediately upon consummation of the Business Combination, (b) subjecting 2,156,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (c) release of 1,078,125 Founders Shares from escrow immediately upon consummation of the Business Combination;

•

the Placement Units, including the Placement Shares, Placement Rights and Placement Warrants, purchased by the Sponsor will be worthless if a business combination is not consummated;

•

the Sponsor has agreed that the Placement Units, and all of their underlying securities, will not be sold or transferred by it until 30 days after /Forum has completed a business combination, subject to limited exceptions;

•

the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination;

•

the fact that Sponsor has agreed not to redeem any of the Founders Shares and Placement Shares in connection with a stockholder vote to approve a proposed initial business combination;

•

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section titled “ Risk Factors .”

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA OF C1

The following tables summarize C1’s consolidated financial and other data. C1 has derived the summary consolidated statements of operations data for the years ended December 31, 2015 and 2016 from its audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The consolidated statements of operations data for the nine months ended September 30, 2016 and 2017 and the consolidated balance sheet data as of September 30, 2017 are derived from C1’s unaudited interim consolidated financial statements included elsewhere in this proxy statement/prospectus. C1’s unaudited interim consolidated financial statements were prepared on a basis consistent with its audited consolidated financial statements and include, in management’s opinion, all adjustments, consisting only of normal recurring adjustments, that C1 considers necessary for a fair presentation of the financial information set forth in those statements included elsewhere in this proxy statement/prospectus. C1’s historical results are not necessarily indicative of the results that may be expected in any future period, and interim financial results are not necessarily indicative of the results that may be expected for the full year.

You should read this data together with our consolidated financial statements and related notes included elsewhere in this prospectus and the sections titled “ Selected Consolidated Financial and Other Data of C1 ” and “ C1’s Management’s Discussion and Analysis of Financial Condition and Results of Operations .”


	Year Ended December 31,				Nine Months Ended September 30,
	2015		2016		2016		2017
					(unaudited)
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue
Technology offerings	$	297,481	$	439,804	$	333,239	$	315,201
Services		303,983		375,805		271,842		304,499

Total revenue		601,464		815,609		605,081		619,700

Gross profit
Technology offerings		77,104		106,722		78,707		69,469
Services		116,342		142,522		101,568		112,534

Total gross profit		193,446		249,244		180,275		182,003
Total operating expenses		162,731		202,742		149,913		159,960

Operating income		30,715		46,502		30,362		22,043
Interest expense and other, net		23,118		31,437		18,824		41,551
Income tax expense (benefit)		3,574		6,716		5,352		(6,323	)

Net income (loss)	$	4,023	$	8,349	$	6,186	$	(13,185	)

Net income (loss) per share attributable to Class A common stockholders, basic and diluted ⁽¹⁾	$	0.04	$	0.09	$	0.07	$	(0.15	)

Weighted-average common shares used in computing basic and diluted net income (loss) per share attributable to Class A common stockholders ⁽¹⁾		89,866		89,862		89,862		89,782

(1)

See Notes 1 and 9 to C1’s consolidated financial statements for an explanation of the method used to calculate basic and diluted net income (loss) per common share attributable to common stockholders.


	Year Ended December 31,				Nine Months Ended September 30,
	2015		2016		2016		2017
					(unaudited)
	(as a percentage of total revenue)
Revenue Mix and Gross Margin:
Revenue
Technology offerings		49.5%		53.9%		55.1%		50.9%
Services		50.5		46.1		44.9		49.1

Total revenue		100.0%		100.0%		100.0%		100.0%

Gross margin
Technology offerings		25.9%		24.3%		23.6%		22.0%
Services		38.3		37.9		37.4		37.0
Total gross margin		32.2		30.6		29.8		29.4


	As of September 30, 2017
	(unaudited)
	(in thousands)
Consolidated Balance Sheet Data:
Cash	$	7,683
Working capital ⁽¹⁾		51,594
Total assets		804,976
Total debt, including current portion and excluding unamortized debt issuance cost		529,925
Total liabilities		805,265
Total stockholders’ deficit		(289	)

(1)

C1 defines working capital as current assets minus current liabilities.

Non-GAAP Financial Measures


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(dollars in thousands)
Other Financial Data:
Adjusted Revenue ⁽¹⁾	$	603,719		$	815,912		$	605,333		$	623,914
Adjusted EBITDA ⁽²⁾	$	62,809		$	83,785		$	58,698		$	58,058
Adjusted EBITDA Margin ⁽³⁾		10.4	%		10.3	%		9.7	%		9.3	%
Adjusted Net Income ⁽⁴⁾	$	24,358		$	34,488		$	23,922		$	17,485

(1)

Adjusted Revenue is a non-GAAP financial measure. C1 believes that Adjusted Revenue provides supplemental information with respect to its revenue associated with its ongoing performance. C1 defines Adjusted Revenue as total revenue adjusted to exclude non-cash acquisition accounting adjustments to revenue as a result of our acquisitions. The reconciliation of revenue, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Revenue for each of the periods presented is as follows. See “—Use of Non-GAAP Financial Measures” below for additional information.


	Year Ended December 31,				Nine Months Ended September 30,
	2015		2016		2016		2017
					(unaudited)
	(in thousands)
Revenue	$	601,464	$	815,609	$	605,081	$	619,700
Acquisition accounting adjustments		2,255		303		252		4,214

Adjusted Revenue	$	603,719	$	815,912	$	605,333	$	623,914

(2)

Adjusted EBITDA is a non-GAAP financial measure. C1 believes Adjusted EBITDA provides helpful information with respect to its operating performance as viewed by management, including a view of its business that is not dependent on (i) the impact of its capitalization structure and (ii) items that are not part of C1’s day-to-day operations. C1 defines Adjusted EBITDA as net income (loss) plus (1) total depreciation and amortization, (2) interest expense and other, net, and (3) income tax expense (benefit), as further adjusted to eliminate non-cash stock-based compensation expense, acquisition accounting adjustments, transaction costs, and other one-time nonrecurring costs. The reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA for each of the periods presented is as follows. See “—Use of Non-GAAP Financial Measures” below for additional information.


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(in thousands)
Net income (loss)	$	4,023		$	8,349		$	6,186		$	(13,185	)
Depreciation and amortization ^(a)		23,858			28,570			21,133			24,224
Interest expense and other, net		23,118			31,437			18,824			41,551
Income tax expense (benefit)		3,574			6,716			5,352			(6,323	)

EBITDA		54,573			75,072			51,495			46,267
Stock-based compensation expense		233			1,057			883			521
Acquisition accounting adjustments ^(b)		(829	)		(457	)		(443	)		2,654
Transaction costs ^(c)		5,678			6,055			5,137			5,955
Other costs ^(d)		3,154			2,058			1,626			2,661

Adjusted EBITDA	$	62,809		$	83,785		$	58,698		$	58,058

(a)

Depreciation and amortization equals the sum of (1) depreciation and amortization included in total operating expenses and (2) depreciation and amortization included in total cost of revenue within C1’s consolidated financial statements.

(b)

Acquisition accounting adjustments include charges associated with non-cash acquisition accounting fair value adjustments to deferred revenue and deferred customer support costs.

(c)

Transaction costs of (1) $5.7 million for 2015 include acquisition-related expenses of $1.2 million related to employee retention bonuses, $2.1 million related to transaction-related professional fees, including legal, accounting, tax, and advisory fees, and $2.4 million of one-time acquisition-related integration costs, (2) $6.1 million for 2016 include acquisition-related expenses of $1.1 million related to employee retention bonuses, $0.7 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $4.3 million of one-time acquisition-related integration costs, (3) $5.1 million for the nine months ended September 30, 2016 include acquisition-related expenses of $0.7 million related to employee retention bonuses, $1.3 million related to transaction-related professional fees and costs, including legal, accounting, tax, and advisory fees, and $3.1 million of one-time acquisition related integration costs, and (4) $6.0 million for the nine months ended September 30, 2017 include acquisition-related expenses of $0.2 million related to employee retention bonuses, $3.4 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $2.4 million of one-time acquisition-related integration costs.

(d)

its management and monitoring services agreement, and $0.1 million payments to certain members of C1’s board of directors for their services, (3) $1.6 million for the nine months ended September 30, 2016 include expenses of $0.5 million related to one-time severance and related legal expenses and $1.1 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement, and (4) $2.7 million for the nine months ended September 30, 2017 include expenses of $1.6 million related to one-time severance and related legal expenses and $1.1 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement.

(3)

Adjusted EBITDA Margin measures C1’s Adjusted EBITDA as a percentage of total revenue.

(4)

Adjusted Net Income is a non-GAAP financial measure, which management uses in this proxy statement/prospectus and in its evaluation of past performance, trends, and prospects for the future. C1 believes that Adjusted Net Income is utilized by investors and other interested parties as a measure of its comparative operating performance period-over-period that considers the impact of certain items that do not directly correlate to C1’s ongoing operating performance and that vary significantly from period to period, such as the interest expense associated with our outstanding debt, as well as the impact of depreciation on our fixed assets and income taxes. C1 defines Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of acquisition-related intangible assets, (ii) amortization of debt issuance costs, (iii) non-cash stock-based compensation expense, (iv) costs related to debt refinancing, (v) acquisition accounting adjustments, (vi) transaction costs, (vii) other costs, and (viii) the income tax impact associated with the foregoing items. The reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for each of the periods presented is as follows. See “—Use of Non-GAAP Financial Measures” below for additional information.


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(in thousands)
Net income (loss)	$	4,023		$	8,349		$	6,186		$	(13,185	)
Amortization of intangible assets		20,247			22,456			16,826			17,891
Amortization of debt issuance costs		2,028			2,412			1,594			2,205
Stock-based compensation expense		233			1,057			883			521
Costs related to debt refinancing ^(a)		—			4,486			—			15,193
Acquisition accounting adjustments ^(b)		(829	)		(457	)		(443	)		2,654
Transaction costs ^(c)		5,678			6,055			5,137			5,955
Other costs ^(d)		3,154			2,058			1,626			2,661
Income tax impact of adjustments ^(e)		(10,176	)		(11,928	)		(7,887	)		(16,410	)

Adjusted Net Income	$	24,358		$	34,488		$	23,922		$	17,485

(a)

Costs related to debt refinancing in (1) 2016 include $1.8 million in financing transaction costs, $1.5 million in debt extinguishment losses, and a $1.2 million write-off of unamortized debt issuance costs and (2) the nine months ended September 30, 2017 consists of $1.6 million in financing transaction costs, $3.4 million in debt extinguishment, and a $10.2 million write-off of unamortized debt issuance cost.

(b)

Acquisition accounting adjustments include charges associated with non-cash acquisition accounting fair value adjustments to deferred revenue and deferred customer support costs.

(c)

Transaction costs of (1) $5.7 million for 2015 include acquisition-related expenses of $1.2 million related to employee retention bonuses, $2.1 million related to transaction-related professional fees, including legal, accounting, tax, and advisory fees, and $2.4 million of one-time acquisition-related integration costs, (2) $6.1 million for 2016 include acquisition-related expenses of $1.1 million related to employee retention bonuses, $0.7 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $4.3 million of one-time acquisition-related integration costs, (3) $5.1 million for the nine months ended September 30, 2016 include acquisition-related expenses of $0.7 million related to employee retention bonuses, $1.3 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $3.1 million of one-time acquisition-related integration costs, and (4) $6.0 million for the nine months ended September 30, 2017 include acquisition-related expenses of $0.2 million related to employee retention bonuses, $3.4 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $2.4 million of one-time acquisition-related integration costs.

(d)

Other costs of (1) $3.2 million for 2015 include expenses of $1.6 million related to one-time severance and related legal expenses, $1.5 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement which C1 intends to terminate in connection with the Business Combination, and $0.1 million to certain members of C1’s board of directors for their services, (2) $2.1 million for 2016 include $0.5 million related to one-time severance and related legal expenses, $1.5 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement, and $0.1 million to certain members of C1’s board of directors for their services, (3) $1.6 million for the nine months ended September 30, 2016 include expenses of $0.5 million related to one-time severance and related legal expenses and $1.1 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement, and (4) $2.7 million for the nine months ended September 30, 2017 include expenses of $1.6 million related to one-time

severance and related legal expenses and $1.1 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement.

(e)

Income tax impact of adjustments includes an estimated tax impact of the adjustments to net income (loss) at C1’s average statutory tax rate of 40.0%, except for the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions.

Use of Non-GAAP Financial Measures

Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of C1’s financial performance under GAAP and should not be considered as alternatives to revenue or net income (loss), as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income have limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of C1’s operating results as reported under GAAP. Some of these limitations include:

•

non-cash compensation is and will remain a key element of C1’s overall long-term incentive compensation package, although C1 excludes it as an expense when evaluating its ongoing operating performance for a particular period;

•

Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income do not reflect the impact of certain cash charges resulting from matters C1 considers not to be indicative of its ongoing operations; and

•

other companies in C1’s industry may calculate Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income, differently than it does, limiting their usefulness as comparative measures.

C1 compensates for these limitations to Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income by relying primarily on its GAAP results and using Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income only for supplemental purposes. Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income include adjustments for items that may occur in future periods. However, C1 believes these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of its business, and complicate comparisons of its internal operating results and operating results of other peer companies over time. For example, it is useful to exclude non-cash, stock-based compensation expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of C1’s business operations and these expenses can vary significantly across periods due to timing of new stock-based awards. C1 also excludes certain discrete, unusual, one-time, or non-cash costs, including transaction costs, and the income tax impact of adjustments in order to facilitate a more useful period-over-period comparison of its financial performance. Each of the normal recurring adjustments and other adjustments described in this paragraph help management with a measure of C1’s operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses. In addition, the calculation of Adjusted EBITDA is different than the calculation of Earnout EBITDA. See C1’s historical consolidated financial statements included elsewhere in this proxy statement/prospectus for its GAAP results.

SUMMARY FINANCIAL AND OTHER DATA OF FORUM

The following tables summarize the relevant financial data for Forum’s business and should be read in conjunction with “ Forum ’ s Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and its audited and unaudited interim financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

Forum’s balance sheet data as of September 30, 2017 and statement of operations data for the nine months ended September 30, 2017 are derived from Forum’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Forum’s balance sheet data as of December 31, 2016 and statement of operations data for the period from November 17, 2016 (inception) through December 31, 2016 are derived from Forum’s audited financial statements included elsewhere in this proxy statement/prospectus. Forum’s balance sheet data as of September 30, 2017 and statement of income data for the nine months ended September 30, 2017 and 2016 are derived from Forum’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Forum’s balance sheet data as of December 31, 2016 and 2015 and statement of income data for the years ended December 31, 2016 and 2015 are derived from Forum’s audited financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with each of C1’s and Forum’s consolidated financial statements and related notes and “Forum’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ” contained elsewhere herein.


	Nine Months Ended September 30, 2017			For the Period from November 17, 2016 (inception) through December 31, 2016
	(in thousands, except share and per share data)
Revenue	$	—		$	—
Loss from operations		(235	)		(2	)
Interest income		732			—
Unrealized gain		7			—
Net income (loss)		335			(2	)
Basic and diluted net loss per share		(0.04	)		(0.00	)
Weighted average shares outstanding excluding shares subject to possible redemption—basic and diluted		4,864,925			3,750,000


Balance Sheet Data:	As of September 30, 2017		As of December 31, 2016
Working capital	$	191	$	9
Trust account		174,965		—
Total assets		175,380		38
Total liabilities		224		16
Value of common stock subject to redemption		170,156		—
Stockholders’ equity		5,000		23

SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined balance sheet as of September 30, 2017 combines the historical consolidated balance sheet of C1 as of September 30, 2017 with the historical balance sheet of Forum as of September 30, 2017, giving effect to the Business Combination as if they had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the nine months ended September 30, 2017 combines the historical consolidated statement of income of C1 for the nine months ended September 30, 2017 with the historical consolidated statement of operations of Forum for the nine months ended September 30, 2017, giving effect to the Business Combination as if they had occurred as of the beginning of the earliest period presented. The following unaudited pro forma condensed combined income statement for the year ended December 31, 2016 combines the historical consolidated statement of income of C1 for the year ended December 31, 2016 with the historical statement of operations of Forum for the period from November 17, 2016 (inception) through December 31, 2016, giving effect to the Business Combination as if they had occurred as of the beginning of the earliest period presented.

The historical financial information of C1 was derived from the unaudited consolidated financial statements of C1 for the nine months ended September 30, 2017 and the audited consolidated financial statements of C1 for the year ended December 31, 2016, included elsewhere in this proxy statement/prospectus. The historical financial information of Forum was derived from the unaudited condensed financial statements of Forum for the nine months ended September 30, 2017 and the audited financial statements of Forum for the period from November 17, 2016 (inception) through December 31, 2016, included elsewhere in this proxy statement/prospectus. This information should be read together with C1’s and Forum’s audited and unaudited financial statements and related notes, “C1’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Forum’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. C1 and Forum have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of Forum’s common stock:

•

Scenario 1—Assuming no redemptions into cash: This presentation assumes that no Forum stockholders exercise redemption rights with respect to their common stock upon consummation of the Business Combination; and

•

Scenario 2—Assuming redemptions of 17,250,000 shares of Forum common stock into cash: This presentation assumes that Forum stockholders exercise their redemption rights with respect to a

maximum of 17,250,000 shares of common stock upon consummation of the Business Combination at a redemption price of approximately $10.13 per share. The maximum redemption amount is derived from the $125,000,000 closing cash required after giving effect to payments to redeeming stockholders.



	Nine Months Ended September 30, 2017
	C1			Forum			Pro Forma Combined Assuming No Redemptions into Cash			Pro Forma Combined Assuming Maximum Redemptions into Cash
	(in thousands, except per share amounts)
Statement of Operations Data:
Revenues	$	619,700		$	—		$	619,700		$	619,700
Operating expenses		159,960			235			159,265			159,265
Operating income (loss)		22,043			(235	)		22,738			22,738
Net (loss) income		(13,185	)		335			(12,228	)		(12,228	)
Net (loss) income per common share—basic and diluted		(0.15)			(0.04	)		(0.18	)		(0.18	)

	As of September 30, 2017
	(in thousands)
Balance Sheet Data:
Total current assets	$	301,880		$	415		$	294,495		$	294,495
Total assets		804,976			175,380			794,973			794,973
Total current liabilities		250,286			224			250,508			250,508
Total liabilities		805,265			224			805,487			805,487
Total stockholders’ equity (deficit)		(289	)		5,000			(10,514	)		(10,514	)



	Year Ended December 31, 2016 (C1) and For the period from November 17, 2016 (inception) through December 31, 2016 (Forum)
	C1		Forum			Pro Forma Combined Assuming No Redemptions into Cash		Pro Forma Combined Assuming Maximum Redemptions into Cash
	(in thousands, except per share amounts)
Statement of Operations Data:
Revenues	$	815,609	$	—		$	815,609	$	815,609
Operating expenses	$	202,742		2			200,860		200,860
Operating income (loss)		46,502		(2	)		48,384		48,384
Net income (loss)		8,349		(2	)		11,016		11,016
Net income (loss) per common share—basic		0.09		(0.00	)		0.16		0.16
Net income (loss) per common share—diluted		0.09		(0.00	)		0.15		0.15

COMPARATIVE SHARE INFORMATION

The following table sets forth the per share data of Forum on a stand-alone basis and the unaudited pro forma condensed combined per share data for the year ended December 31, 2016 and the nine months ended September 30, 2017 after giving effect to the Business Combination, (1) assuming no Forum stockholders exercise redemption rights with respect to their common stock upon the consummation of the Business Combination; and (2) assuming that Forum stockholders exercise their redemption rights with respect to a maximum of 17,250,000 shares of common stock upon consummation of the Business Combination.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Forum and C1 and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Forum and C1 pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Forum and C1 would have been had the companies been combined during the periods presented.


	C1			Forum			Pro Forma Combined Assuming No Redemptions into Cash			Pro Forma Combined Assuming Maximum Redemptions into Cash
	(dollars in thousands, except share and per share amounts)
Nine Months Ended September 30, 2017
Net (loss) income	$	(13,185	)	$	335		$	(12,228	)	$	(12,228	)
Stockholders’ equity (deficit)		(289	)		5,000			(10,514	)		(10,514	)
Weighted average shares outstanding—basic and diluted					4,864,925			68,882,384			69,335,145
Basic and diluted net loss per share					(0.04	)		(0.18	)		(0.18	)
Stockholders’ equity (deficit) per share—basic and diluted					1.03			(0.15	)		(0.15	)

Year Ended December 31, 2016 (C1) and For the period from November 17, 2016 (inception) through December 31, 2016 (Forum)
Net income (loss)	$	8,349		$	(2	)	$	11,016		$	11,016
Weighted average shares outstanding—basic					3,750,000			69,577,720			69,577,720
Basic net income (loss) per share					(0.00	)		0.16			0.16
Weighted average shares outstanding, diluted					3,750,000			71,377,720			71,377,720
Diluted net income (loss) per share				$	(0.00	)	$	0.15		$	0.15

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus.

Unless otherwise indicated or the context otherwise requires, references to the “Combined Entity” refer to Forum and its consolidated subsidiaries after giving effect to the Business Combination. References in this section to “Forum” and the “Company” refer to Forum Merger Corporation and references in this section to “C1” refer to C1 Investment Corp. and its subsidiaries.

Risks Factors Relating to C1

Risks Relating to C1’s Business and Industry

C1’s results of operations and ability to grow could be negatively affected if C1 cannot adapt and expand its technology offerings and services in response to ongoing market changes.

The collaboration and technology solutions business and markets are characterized by rapid technological change, evolving industry standards, changing client preferences, and new product and service introductions. C1’s success depends on its ability to continue to develop and implement technology offerings and services that anticipate or timely respond to rapid and continuing changes in technology and industry developments and offerings by new technology providers to serve the evolving needs of Forum’s clients. Examples of areas of significant change in the industry include cloud, software-defined infrastructure, virtualization, security, mobility, data analytics, and IoT, the continued shift from maintenance to managed services and ultimately to cloud-based services, as-a-service solutions, security, and information technology automation. In addition, enterprises are continuing to shift from on-premise, hardware infrastructure to software-centric hosted solutions. Technological developments such as these may materially affect the cost and use of technology and services by C1’s clients and could affect the nature of how C1’s revenue is generated. These technologies, and others that may emerge, could reduce and, over time, replace some of C1’s current business. In addition, clients may delay spending under existing contracts and engagements and may delay entering into new contracts while they evaluate new technologies. If C1 does not sufficiently invest in new technology, industry developments, and C1’s personnel, or evolve and expand its business at sufficient speed and scale, or if C1 does not make the right strategic investments to respond to these developments and successfully drive innovation, C1’s technology offerings and services, C1’s results of operations, and C1’s ability to develop and maintain a competitive advantage and to continue to grow could be negatively affected.

In addition, if C1 is unable to keep up with changes in technology and new hardware, software, and services offerings, for example, by providing the appropriate training to C1’s account managers, sales technology specialists, engineers, and consultants to enable them to effectively sell and deliver such new offerings to clients, C1’s business, results of operations, or financial condition could be adversely affected.

C1’s business depends on its technology partner relationships and the availability of their products.

C1 has relationships with over 100 technology partners, including Avaya, Cisco, Dell, IBM, Interactive Intelligence, and Microsoft. C1’s business depends on the sale and installation of a variety of hardware and software it purchases for resale from technology partners, which include original equipment manufacturers, or OEMs, software publishers, and wholesale distributors. C1 is authorized by its technology partners to sell all or some of their technology offerings via direct marketing activities. C1’s authorization with each technology partner is subject to specific terms and conditions regarding but not limited to, sales channel restrictions, product return privileges, price protection policies, purchase discounts, and technology partner programs and funding, including purchase rebates, sales volume rebates, purchasing incentives, and cooperative advertising reimbursements. However, C1 does not have long-term contracts with many of its technology partners and many of these arrangements are terminable upon notice by either party. Material changes to the agreements with C1’s

technology partners, including changes to purchase discounts and rebate programs, or C1’s failure to timely react to such changes, could have an adverse effect on its business, results of operations, or financial condition.

The priorities and objectives of its partners may differ from C1. As most of C1’s relationships are non-exclusive, C1’s partners are not prohibited from competing with C1 or forming closer or preferred arrangements with C1’s competitors. From time to time, technology partners may terminate or limit C1’s right to sell some or all of their technology offerings or change the terms and conditions or reduce or discontinue the incentives that they offer C1. For example, there is no assurance that, as C1’s technology partners continue to sell directly to customers and through resellers, they will not limit or curtail the availability of their products to solutions providers like C1. Any such termination or limitation or the implementation of such changes could have a negative impact on C1’s business, results of operations, or financial condition.

Although C1 purchases from a diverse vendor base, in 2016, products manufactured by Avaya and Cisco represented 30% and 29%, respectively, of C1’s technology offerings revenue. The loss of, or change in business relationship with, either of these or any other key technology partners, the diminished availability or quality of their products, or backlogs for their products leading to manufacturer allocation, could reduce the supply and increase the cost of products C1 sells and negatively impacts C1’s competitive position. In addition, C1 relies on one distributor that supplies a significant portion of C1’s Avaya products and the termination of this distributor relationship could negatively impact C1’s business.

In addition, C1’s success is dependent on its ability to develop relationships with and sell hardware, software, and services from new emerging vendors, including vendors that C1’s has not historically represented in the marketplace. To the extent that a vendor’s offering that is highly in demand is not available to C1 to provide in one or more client channels, and there is not a competitive offering from another vendor that C1 is authorized to sell in such client channels, or C1 is unable to develop relationships with new technology providers or companies that C1 has not historically represented, Forum’s business, results of operations, or financial condition could be adversely impacted.

In addition, the termination of key technology partner relationships as a result of the sale, spin-off, combination, bankruptcy, or other similar circumstances of any of C1’s technology partners and/or certain of their business units, including any such sale to or combination with a vendor with whom C1 does not currently have a commercial relationship or whose products C1 does not sell, could have an adverse impact on C1’s business, results of operations, or financial condition.

In particular, Avaya, which was C1’s largest vendor as a percentage of C1’s technology offerings revenue in 2015 and 2016, filed for reorganization under Chapter 11 in January 2017 and filed its preliminary plan of reorganization in April 2017. As a result of Avaya’s restructuring, new or existing clients may elect to delay purchasing decisions with respect to Avaya technology offerings or may choose to replace existing Avaya technology offerings with the technology offerings of other vendors. Although C1 has partner relationships with a diverse vendor base, new or existing clients may elect to purchase such alternative technology offerings from a provider other than C1 or such alternative technology offerings may have lower margins. Delays in customer purchasing decisions, or an election by C1’s clients to purchase alternative technology offerings from C1 or from other providers, could result in lower revenues and gross profits or margins or otherwise have an adverse effect on C1’s business, although C1 cannot estimate the impact at this time.

If C1 is unable to expand or renew sales to existing clients, or attract new clients, C1’s growth could be slower than it expects and its business may be harmed.

C1’s future growth depends upon expanding sales and renewals of C1’s technology offerings and services with existing clients. C1’s clients may not purchase C1’s technology offerings and services, or C1’s clients may reduce their purchasing volumes, if C1 does not demonstrate the value proposition for their investment, and C1 may not be able to replace existing clients with new clients. In addition, C1’s clients may not renew their contracts with C1 on the same terms, or at all, because of dissatisfaction with C1’s service. If C1’s clients do not renew their contracts, C1’s revenue may grow more slowly than expected, may not grow at all, or may decline.

Additionally, increasing incremental sales to C1’s current client base may require increasingly sophisticated and costly sales efforts that are targeted at senior management. C1 plans to continue expanding its sales efforts but it may be unable to hire qualified sales personnel, may be unable to successfully train those sales personnel that C1 is able to hire, and sales personnel may not become fully productive on the timelines that it has projected, or at all. Additionally, although C1 dedicates significant resources to sales and marketing programs, these sales and marketing programs may not have the desired effect and may not expand sales. C1 cannot assure you that its efforts will increase sales to existing clients or additional revenue. If C1’s efforts to upsell to its clients are not successful, its future growth may be limited.

C1’s ability to achieve significant growth in revenue in the future will also depend upon its ability to attract new clients. This may be particularly challenging where an organization has already invested substantial personnel and financial resources to integrate competing technology offerings and services into its business, as such organization may be reluctant or unwilling to invest in new technology offerings and services. If C1 fails to attract new clients and maintain and expand those client relationships, its revenue may grow more slowly than expected and its business may be harmed.

Demand for C1’s technology offerings and services could be adversely affected by volatile, negative, or uncertain economic conditions and the effects of these conditions on C1’s clients’ businesses.

C1’s revenue and profitability depend on the demand for its technology offerings and services, which could be negatively affected by numerous factors, many of which are beyond C1’s control. Volatile, negative, or uncertain economic conditions affect C1’s clients’ businesses and the markets C1 serves. Such economic conditions in C1’s markets have undermined, and could in the future undermine, business confidence in C1’s markets and cause C1’s clients to reduce or defer their spending on new technology offerings and services, or may result in clients reducing, delaying or eliminating spending under existing contracts with C1, which would negatively affect C1’s business. Growth in the markets C1 serves could be at a slow rate, or could stagnate or contract, in each case for an extended period of time. Ongoing economic volatility and uncertainty and changing demand patterns affect C1’s business in a number of other ways, including making it more difficult to accurately forecast client demand and effectively build C1’s revenue and resource plans.

Economic volatility and uncertainty is particularly challenging because it may take some time for the effects and changes in demand patterns resulting from these and other factors to manifest themselves in C1’s business and results of operations. Changing demand patterns from economic volatility and uncertainty could have a significant negative impact on C1’s business, results of operations, or financial condition.

Substantial competition could reduce C1’s market share and significantly harm its financial performance.

C1’s current competition includes:

•

in-house IT departments;

•

global service providers and integrators;

•

local and regional providers;

•

resellers; and

•

equipment manufacturers.

C1 expects the competitive landscape in which it competes to continue to change as new technologies are developed. While innovation can help its business as it creates new offerings for C1 to sell and provide complementary services, it can also disrupt C1’s business model and create new and stronger competitors. For instance, while cloud-based solutions present an opportunity for C1, cloud-based solutions and technologies that deliver technology solutions as a service could increase the amount of sales directly to clients rather than through solutions providers like C1, or could reduce the amount of hardware C1 sells, leading to a reduction in C1’s

technology offerings revenue and/or profitability. In addition, some of C1’s hardware and software technology partners sell, and could intensify their efforts to sell, their products directly to C1’s clients. Moreover, traditional OEMs have increased their services capabilities through mergers and acquisitions with service providers, which could potentially increase competition in the market to provide comprehensive technology solutions to clients. If any of these trends becomes more prevalent, it could adversely affect C1’s business, results of operations, or financial condition.

C1 focuses on offering a high level of service to gain new clients and retain existing clients. To the extent C1 faces increased competition to gain and retain clients, C1 may be required to reduce prices, increase advertising expenditures, or take other actions that could adversely affect its business, results of operations, or financial condition. Additionally, some of its competitors may reduce their prices in an attempt to stimulate sales, which may require C1 to reduce prices. This would require C1 to sell a greater number of products and services to achieve the same level of revenue and gross profit. If such a reduction in prices occurs and C1 is unable to attract new clients and sell increased quantities of products and services, C1’s sales growth and profitability could be adversely affected.

C1’s future results will depend on its ability to continue to focus its resources and manage costs effectively.

C1 is continually implementing productivity measures and focusing on measures intended to further improve cost efficiency. C1 may be unable to realize all expected cost savings in connection with these efforts within the expected time frame, or at all, and it may incur additional and/or unexpected costs to realize them. Further, C1 may not be able to sustain any achieved savings in the future. Future results will depend on the success of these efforts.

If C1 is unable to control costs, it may incur losses, which could decrease its operating margins and significantly reduce or eliminate its profits. C1’s future profitability will depend on its ability to manage costs or increase productivity. An inability to effectively manage costs could adversely impact C1’s business, results of operations, or financial condition.

C1’s profitability could suffer if C1 is not able to manage large and complex projects and complete fixed-price, fixed-timeframe contracts on budget and on time.

C1’s profitability and operating results are dependent on the scale of its projects and the prices it is able to charge for its technology offerings and services. C1 performs a significant portion of its work through fixed-price contracts, in which it assumes full control of the project team and manage all facets of execution. As a significant portion of C1’s projects are on a fixed-price model, it may be unable to accurately estimate the appropriate project price and successfully manage such projects. Although C1 uses specified technical processes and its past experience to reduce the risks associated with estimating, planning, and performing fixed-price and fixed-timeframe projects, C1 faces the risk of cost overruns, completion delays, and wage inflation in connection with these projects. If C1 fails to accurately estimate the resources or time required for a project or future rates of wage inflation, or if C1 fails to perform contractual obligations within the contractual timeframe, C1’s profitability could suffer.

The challenges of managing larger and more complex projects include:

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maintaining high-quality control and process execution standards;

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maintaining planned resource utilization rates on a consistent basis;

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maintaining productivity levels and implementing necessary process improvements;

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controlling project costs;

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maintaining close client contact and high levels of client satisfaction;

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recruiting and retaining sufficient numbers of skilled IT professionals; and

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maintaining effective client relationships.

In addition, large and complex projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain C1 for additional stages or may cancel or delay additional planned engagements. Such cancellations or delays may make it difficult to plan C1’s project resource requirements, and may result in lower profitability levels than C1 anticipated upon commencing engagements.

C1’s investments in new services and technologies may not be successful.

C1 continues to invest in new services and technologies, including cloud, software-defined infrastructure, virtualization, security, mobility, data analytics, and IoT. The complexity of these solutions, C1’s learning curve in developing and supporting them, and significant competition in the markets for these solutions could make it difficult for C1 to market and implement these solutions successfully. Additionally, there is a risk that C1’s clients may not adopt these solutions widely, which would prevent C1 from realizing expected returns on these investments. Even if these solutions are successful in the market, they still rely on third-party hardware and software and C1’s ability to meet stringent service levels. If C1 is unable to deploy these solutions successfully or profitably, it could adversely impact its business, results of operations, or financial condition.

If C1 loses any of its key personnel, or is unable to attract and retain the talent required for its business, C1’s business could be disrupted and its financial performance could suffer.

C1’s success is heavily dependent upon its ability to attract, develop, engage, and retain key personnel to manage and grow its business, including C1’s key executive, management, sales, services, and technical personnel.

C1’s future success will depend to a significant extent on the efforts of C1’s executive officers, John A. McKenna, Jr., C1’s President, Chief Executive Officer and Chairman of the Board; John F. Lyons, C1’s President, ConvergeOne Enterprise; Paul K. Maier, C1’s President, ConvergeOne Solutions; and Jeffrey E. Nachbor, C1’s Chief Financial Officer, as well as the continued service and support of other key employees. C1’s future success also will depend on its ability to attract and retain highly skilled technology specialists, engineers, and consultants, for whom the market is extremely competitive.

C1’s inability to attract, develop, and retain key personnel could have an adverse effect on its relationships with its technology partners and clients and adversely affect C1’s ability to expand its offerings of technology offerings and services. Moreover, C1’s inability to train its sales, services, and technical personnel effectively to meet the rapidly changing technology needs of its clients could cause a decrease in the overall quality and efficiency of such personnel. Such consequences could adversely affect C1’s business, results of operations, or financial condition.

C1’s ability to attract and retain business and personnel may depend on its reputation in the marketplace.

C1 believes its brand name and its reputation in the marketplace are important corporate assets that help distinguish C1’s technology offerings and services from those of competitors and also contribute to C1’s ability to recruit and retain talented personnel, in particular its engineers and consulting professionals. However, C1’s corporate reputation is potentially susceptible to material damage by events such as disputes with clients, cybersecurity breaches, service outages, internal control deficiencies, delivery failures, or compliance violations. Similarly, C1’s reputation could be damaged by actions or statements of current or former clients, directors, employees, competitors, vendors, partners, C1’s joint ventures or joint venture partners, adversaries in legal proceedings, legislators, or government regulators, as well as members of the investment community or the media. There is a risk that negative information about C1, even if based on rumor or misunderstanding, could adversely affect its business. Damage to C1’s reputation could be difficult, expensive and time-consuming to repair, could make potential or existing clients reluctant to select C1 for new engagements, resulting in a loss of

business, and could adversely affect C1’s recruitment and retention efforts. Damage to C1’s reputation could also reduce the value and effectiveness of C1’s brand name and could reduce investor confidence in C1, adversely affecting the Combined Entity’s share price.

C1 has experienced rapid internal growth as well as growth through acquisitions in recent periods. If C1 fails to manage its growth effectively, or its business does not grow as expected, C1’s operating results may suffer.

C1’s headcount and operations have grown substantially. C1 had approximately 2,001 employees as of September 30, 2017, as compared with approximately 1,092 employees as of September 30, 2015. This growth has placed, and will continue to place, a significant strain on C1’s operational, financial, and management infrastructure. C1 anticipates further increases in headcount will be required to support increases in its technology offerings and continued expansion. To manage this growth effectively, C1 must continue to improve its operational, financial, and management systems and controls by, among other things:

•

effectively attracting, training, and integrating a large number of new employees, particularly technical personnel and members of C1’s management and sales teams;

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further improving C1’s key business systems, processes, and information technology infrastructure to support C1’s business needs;

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enhancing C1’s information and communication systems to ensure that C1’s employees are well-coordinated and can effectively communicate with each other and C1’s clients; and

•

improving C1’s internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of C1’s operational and financial results.

If C1 fails to manage its expansion or implement C1’s new systems, or if C1 fails to implement improvements or maintain effective internal controls and procedures, C1’s costs and expenses may increase more than expected and C1 may not expand its client base, increase renewal rates, enhance its existing applications, develop new applications, satisfy its clients, respond to competitive pressures, or otherwise execute its business plan. If C1 is unable to manage its growth, C1’s operating results likely will be harmed.

Future acquisitions could disrupt C1’s business and may divert management’s attention, and if unsuccessful, harm C1’s business.

C1 may choose to expand by making additional acquisitions that could be material to its business. C1 has in the past made several acquisitions of complementary businesses, including acquisitions in 2017 of RGTS, Strategic Products and Services and Annese & Associates, Inc. and in 2015 of SIGMAnet, MSN Communications, and Sunturn. Acquisitions involve many risks, including the following:

•

an acquisition may negatively affect C1’s results of operations and financial condition because it may require C1 to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose C1 to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

•

C1 may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel, or operations of any company that it acquires, particularly if key personnel of the acquired company decide not to work for C1;

•

an acquisition may disrupt its ongoing business, divert resources, increase C1’s expenses, or distract its management;

•

an acquisition may result in a delay or reduction of client purchases for both C1 and the company it acquired due to client uncertainty about continuity and effectiveness of service from either company;

•

C1 may encounter difficulties in, or may be unable to, successfully sell any acquired technology offerings or services;

•

an acquisition may involve the entry into geographic or business markets in which C1 has little or no prior experience or where competitors have stronger market positions;

•

the challenges inherent in effectively managing an increased number of employees in diverse locations;

•

the potential strain on its financial and managerial controls and reporting systems and procedures;

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the potential known and unknown liabilities associated with an acquired company;

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C1’s use of cash to pay for acquisitions would limit other potential uses for its cash;

•

if C1 incurs additional debt to fund such acquisitions, such debt may subject C1 to additional material restrictions on its ability to conduct its business as well as additional financial maintenance covenants;

•

the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions;

•

to the extent that C1 issues a significant amount of equity or equity-linked securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease; and

•

managing the varying intellectual property protection strategies and other activities of an acquired company.

C1 may not succeed in addressing these or other risks or any other problems encountered in connection with the integration of any acquired business. The inability to integrate successfully the business, technologies, products, personnel, or operations of any acquired business, or any significant delay in achieving integration, could harm its business, results of operations, or financial condition.

C1 may not be able to recognize revenue in the period in which its services are performed, which may cause C1’s margins to fluctuate.

C1’s services are performed under both time-and-material and fixed-price contract arrangements. All revenue is recognized pursuant to applicable accounting standards. C1 recognizes revenue from professional services, which includes the design, configuration, installation, and integration of business communication and data systems, as the services are performed and all obligations have been substantially met. C1’s failure to meet all the obligations, or otherwise meet a client’s expectations, may result in C1 having to record the cost related to the performance of services in the period that services were rendered, but delay the timing of revenue recognition to a future period in which all obligations have been met.

C1 may experience quarterly fluctuations in its operating results due to a number of factors, which makes its future results difficult to predict and could cause its operating results to fall below expectations.

C1’s quarterly operating results have fluctuated in the past and C1 expects them to fluctuate in the future due to a variety of factors, many of which are outside of C1’s control. As a result, C1’s past results may not be indicative of its future performance, and comparing C1’s operating results on a period-to-period basis may not be meaningful. In addition to the other risks described herein, factors that may affect C1’s quarterly operating results include:

•

changes in spending on collaboration and technology offerings and services by C1’s current or prospective clients;

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pricing C1’s technology offerings and services effectively so that C1 is able to attract and retain clients without compromising its operating results;

•

attracting new clients and increasing C1’s existing clients’ use of C1’s technology offerings and services;

•

the mix between wholesale and retail maintenance new contracts and renewals;

•

client renewal rates and the amounts for which agreements are renewed;

•

seasonality and its effect on client demand;

•

awareness of C1’s brand;

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changes in the competitive dynamics of C1’s market, including consolidation among competitors or clients and the introduction of new technologies and technology enhancements;

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changes to the commission plans, quotas, and other compensation-related metrics for C1’s sales representatives;

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the amount and timing of payment for operating expenses, particularly sales and marketing expense;

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C1’s ability to manage its existing business and future growth, domestically and internationally;

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unforeseen costs and expenses related to the expansion of C1’s business, operations, and infrastructure, including disruptions in C1’s hosting network infrastructure and privacy and data security; and

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general economic and political conditions in C1’s domestic and international markets.

C1 may not be able to accurately forecast the amount and mix of future technology offerings and services, size or duration of contracts, revenue, and expenses and, as a result, C1’s operating results may fall below its estimates.

C1 could be held liable for damages or its reputation could suffer from security breaches or disclosure of confidential information or personal data.

C1 is dependent on IT networks and systems to process, transmit, and securely store electronic information and to communicate among its locations and with its clients. Through C1’s cloud technology offerings, C1 processes, transmits, and stores electronic information of its clients. Security breaches of this infrastructure could lead to shutdowns or disruptions of C1’s systems and potential loss or unauthorized disclosure of confidential information or data, including personal data. In addition, many of C1’s engagements involve projects that are critical to the operations of C1’s clients’ businesses. The theft and/or unauthorized use or publication of C1’s, or C1’s clients’, confidential information or other proprietary business information as a result of such an incident could adversely affect C1’s competitive position and reduce marketplace acceptance of C1’s services. Any failure in the networks or computer systems used by C1 or its clients could result in a claim for substantial damages against C1 and significant reputational harm, regardless of C1’s responsibility for the failure.

In addition, C1 often has access to or are required to manage, utilize, collect, and store sensitive or confidential client or employee data, including personal data. As a result, C1 is subject to numerous U.S. and non-U.S. laws and regulations designed to protect this information, such as the European Union Directive on Data Protection and various U.S. federal and state laws governing the protection of personal data. If any person, including any of C1’s employees, negligently disregards or intentionally breaches controls or procedures with which C1 is responsible for complying with respect to such data, or otherwise mismanages or misappropriates that data, or if unauthorized access to or disclosure of data in C1’s possession or control occurs, C1 could be subject to liability and penalties in connection with any violation of applicable privacy laws and/or criminal prosecution, as well as significant liability to C1’s clients or C1’s clients’ customers for breaching contractual confidentiality and security provisions or privacy laws. These risks will increase as C1 continues to grow its cloud-based offerings and services and store and process increasingly large amounts of C1’s clients’ confidential

information and data and host or manage parts of C1’s clients’ businesses, especially in industries involving particularly sensitive data such as the financial services industry and the healthcare industry. The loss or unauthorized disclosure of sensitive or confidential client or employee data, including personal data, whether through breach of computer systems, systems failure, employee negligence, fraud or misappropriation, or otherwise, could damage C1’s reputation and cause it to lose clients. Similarly, unauthorized access to or through C1’s information systems and networks or those C1 develops or manages for its clients, whether by C1’s employees or third parties, could result in negative publicity, legal liability, and damage to C1’s reputation, which could in turn harm C1’s business, results of operations, or financial condition.

If C1 causes disruptions in its clients’ businesses or provides inadequate service, C1’s clients may have claims for substantial damages against C1, which could cause C1 to lose clients, have a negative effect on C1’s corporate reputation, and adversely affect its results of operations.

If C1 makes errors in the course of delivering services to its clients or fails to consistently meet its service level obligations or other service requirements of C1’s clients, these errors or failures could disrupt C1’s client’s business, which could result in a reduction in its revenue or a claim for substantial damages against C1. In addition, a failure or inability by C1 to meet a contractual requirement could subject C1 to penalties, cause C1 to lose clients or damage C1’s brand or corporate reputation, and limit C1’s ability to attract new business.

The services C1 provides are often critical to C1’s clients’ businesses. Certain of C1’s client contracts require C1 to comply with security obligations including maintaining network security and backup data, ensuring C1’s network is virus-free, maintaining business continuity planning procedures, and verifying the integrity of employees that work with C1’s clients by conducting background checks. Any failure in a client’s system, failure of C1’s data center, cloud or other offerings, or breach of security relating to the services C1 provides to the client could damage C1’s reputation or result in a claim for substantial damages against C1. Any significant failure of C1’s equipment or systems, or any major disruption to basic infrastructure in the locations in which C1 operates, such as power and telecommunications, could impede C1’s ability to provide services to C1’s clients, have a negative impact on C1’s reputation, cause C1 to lose clients, and adversely affect its results of operations.

Under C1’s client contracts, C1’s liability for breach of its obligations is in some cases limited pursuant to the terms of the contract. Such limitations may be unenforceable or otherwise may not protect it from liability for damages. In addition, certain liabilities, such as claims of third parties for which C1 may be required to indemnify its clients, are generally not limited under C1’s contracts. The successful assertion of one or more large claims against C1 in amounts greater than those covered by C1’s current insurance policies could harm C1’s business, results of operations, or financial condition. Even if such assertions against it are unsuccessful, C1 may incur reputational harm and substantial legal fees.

The length and unpredictability of the sales cycle for C1’s technology offerings and services could delay new sales and cause C1’s revenue and cash flows for any given quarter to fail to meet C1’s projections or market expectations.

The sales cycle between C1’s initial contact with a potential client and the signing of a contract to provide technology offerings and services varies. As a result of the variability and length of the sales cycle, C1 has a limited ability to forecast the timing of sales. A delay in or failure to complete transactions could harm C1’s business and financial results, and could cause C1’s financial results to vary significantly from quarter to quarter. C1’s sales cycle varies widely, reflecting differences in C1’s potential clients’ decision-making processes, procurement requirements, and budget cycles, and is subject to significant risks over which C1 has little or no control, including:

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C1’s clients’ budgetary constraints and priorities;

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the timing of C1’s clients’ budget cycles; and

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the length and timing of clients’ approval processes.

Reliance on shipments at the end of the quarter could cause C1’s revenue for the applicable period to fall below expected levels. C1’s profitability depends, in part, on the volume of technology offerings and services sold, and C1 may be unable to achieve increases in its profit margins in the future.

As a result of client purchasing patterns and the efforts of C1’s client engagement team to meet or exceed their performance objectives, C1 has historically generated a substantial portion of revenue during the last few weeks of each quarter. If expected revenue at the end of any quarter is delayed for any reason, including the failure of anticipated purchase orders to materialize, its inability to ship and demonstrate clients’ receipt of products prior to quarter-end to fulfill purchase orders received near the end of the quarter, its failure to manage inventory to meet demand, its inability to release new products on schedule, or any failure of its systems related to order review and processing, C1’s revenue for that quarter could fall below Forum’s expectations, which could adversely impact C1’s business, results of operations, or financial condition.

Seasonality may cause fluctuations in C1’s revenue and profitability.

C1 believes there are significant seasonal factors that cause C1 to record higher revenue in some quarters compared to others. C1 believes this variability is largely due to its clients’ and technology partners’ fiscal year ends, as well as budgetary and spending patterns of its clients. For example, C1 has historically generated a higher portion of its sales in the second half of each year, at which point its cost of revenue and commission expense increases relative to any increase in revenue. The increased cost of revenue and commission expense, and other impacts of seasonality, may affect profitability in a given quarter. C1’s growth rate may have made seasonal fluctuations more difficult to detect. If C1’s growth rate slows over time, seasonal or cyclical variations in C1’s operations may become more pronounced, and C1’s business, results of operations, or financial position may be adversely affected.

C1’s work with government clients exposes C1 to additional risks inherent in the government contracting environment.

C1 provides IT services to various government agencies, including federal, state, and local government entities. For 2016, approximately 7% of C1’s total revenue was derived from sales to federal, state, and local governments. While C1’s sales to public sector clients are diversified across various agencies and departments, changes in law, regulation, or the political climate, or an across-the-board change in government spending policies, including budget cuts at the federal level, could result in C1’s public sector clients reducing their purchases and terminating their service contracts, which could adversely impact C1’s business, results of operations, or financial condition.

Furthermore, C1 derives a substantial portion of its government contracts revenue from contracts awarded through competitive procurement processes, which can impose substantial costs upon C1 to prepare for and participate in competitions. Moreover, there is no assurance that C1’s proposal will be selected for any future opportunity and even where C1 is awarded a contract, the award may be subject to protest by competitors, which may require the contracting agency or department to suspend C1’s performance pending the outcome of the protest.

In addition, government contracts often contain additional audit rights, termination for convenience provisions, compliance, and disclosure obligations, and are subject to heightened reputational and contractual risks compared to contracts with commercial clients, including the risk of False Claims Act prosecutions and/or suspensions or debarment proceedings. The additional obligations and risks could affect not only C1’s business with the particular government entities involved, but also C1’s business with other entities of the same or other governmental bodies or with certain commercial clients, and could adversely impact C1’s business, results of operations, or financial condition.

C1’s technology offerings and services could infringe upon the intellectual property rights of others or C1 might lose its ability to utilize the intellectual property of others.

C1 cannot be sure that its brand, technology offerings, and services, including, for example, the software solutions of others that C1 offers to its clients, do not infringe on the intellectual property rights of third parties, and these third parties could claim that C1 or its clients are infringing upon their intellectual property rights. These claims could harm C1’s reputation, cause C1 to incur substantial costs or prevent the Company from offering some services or solutions in the future, or require C1 to rebrand. Any related proceedings could require C1 to expend significant resources over an extended period of time. In most of C1’s contracts, C1 agrees to indemnify its clients for expenses and liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than the revenue C1 receives from the client. Any claims or litigation in this area, regardless of merit, could be time-consuming and costly, damage C1’s reputation, and/or require C1 to incur additional costs to obtain the right to continue to offer a service or solution to its clients. If C1 cannot secure this right at all or on reasonable terms, or, alternatively, substitute a non-infringing technology, C1’s business, results of operations, or financial condition could be harmed. Similarly, if C1 is unsuccessful in defending a trademark claim, C1 could be forced to re-brand, which could harm its business, results of operations, or financial condition. Additionally, in recent years, individuals and firms have purchased intellectual property assets where their sole or primary purpose is to assert claims of infringement against technology providers and clients that use such technology. Any such action naming C1 or its clients could be costly to defend or lead to an expensive settlement or judgment against C1 Moreover, such an action could result in an injunction being ordered against C1’s client or C1’s own services or operations, causing further damages.

If C1 is unable to protect its intellectual property rights from unauthorized use or infringement by third parties, its business could be adversely affected.

C1’s success depends, in part, upon its ability to protect its proprietary methodologies and other intellectual property. Existing laws offer only limited protection of C1’s intellectual property rights, and the protection in some countries in which C1 operates or may operate in the future may be very limited. C1 relies upon a combination of confidentiality policies, nondisclosure and other contractual arrangements, and trade secret, copyright, and trademark laws to protect its intellectual property rights. These laws are subject to change at any time and could further limit its ability to protect its intellectual property. There is uncertainty concerning the scope of available intellectual property protection for software and business methods, which are fields in which C1 relies on intellectual property laws to protect its rights. The validity and enforceability of any intellectual property right C1 obtains may be challenged by others and, to the extent it has enforceable intellectual property rights, those intellectual property rights may not prevent competitors from reverse engineering its proprietary information or independently developing technology offerings and services similar to or duplicative of C1. Further, the steps C1 takes in this regard might not be adequate to prevent or deter infringement or other misappropriation of its intellectual property by competitors, former employees or other third parties, and C1 might not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, its intellectual property rights. Enforcing C1’s rights might also require considerable time, money, and oversight, and C1 may not be successful in enforcing its rights.

If C1 is unable to collect its receivables from, or bill its unbilled services to, its clients, its business, results of operations, or financial condition could be adversely affected.

C1’s business depends on its ability to successfully obtain payment from its clients of the amounts they owe C1 for technology offerings sold or services performed. C1 typically evaluates the financial condition of its clients and usually bills and collects on relatively short cycles. C1 maintains allowances against receivables and unbilled services. Actual losses on client balances could differ from those that C1 currently anticipate and, as a result, C1 might need to adjust its allowances. There is no guarantee that C1 will accurately assess the creditworthiness of its clients. Macroeconomic conditions could also result in financial difficulties for C1’s clients, including limited access to the credit markets, insolvency, or bankruptcy, and, as a result, could cause

clients to delay payments to C1, request modifications to their payment arrangements that could increase C1’s receivables balance, or default on their payment obligations to C1. See “— C1’s business depends on its technology partner relationships and the availability of their products. ” Timely collection of client balances also depends on C1’s ability to complete its contractual commitments and bill and collect its contracted revenue. If C1 is unable to meet its contractual requirements, it might experience delays in collection of and/or be unable to collect its client balances, and if this occurs, C1’s business, results of operations, or financial condition could be adversely affected. In addition, if C1 experiences an increase in the time to bill and collect for its services, C1’s cash flows could be adversely affected.

Increased costs of labor and employee health and welfare benefits may adversely impact C1’s results of operations.

Given C1’s large number of employees, labor-related costs represent a significant portion of its expenses. Salaries, wages, benefits, commissions, and other labor compensation costs excluding bonus and payroll tax for its full-time employees amounted to $176.4 million in 2016, which represented approximately 71% of its selling, general and administrative expenses and approximately 10% of its cost of revenue. An increase in labor costs, for example, as a result of increased competition for skilled labor, or employee benefit costs, such as health care costs or otherwise, could adversely impact C1’s business, results of operations, or financial condition.

C1 relies on third-party companies to perform certain of its obligations to clients, which could impact its business if not performed.

C1 delivers and manages mission-critical software, systems and network solutions for its clients. C1 also offers certain services, such as implementation, installation, and deployment services, to its clients through various third-party providers who are engaged to perform these services on C1’s behalf. C1 is also required, as a component of some of its contracts with its OEM partners, to utilize their engineers as part of its solutions. In addition, C1 supports approximately 90 multinational clients through its Aura and Unified Comms alliances, offering access to more than 50 IT service providers in 50 countries and enabling it to offer its managed services internationally. If C1 or its third-party services providers, including its alliance service providers, fail to provide high-quality services to its clients, or if such services result in a disruption of C1’s clients’ businesses, it could be subject to legal claims, proceedings, and liability.

The interruption of the flow of products from suppliers could disrupt C1’s supply chain.

A significant portion of the products C1 sells are manufactured or purchased by its technology partners outside of the United States, primarily in Asia. Political, social, or economic instability in Asia, or in other regions in which its technology partners purchase or manufacture the products C1 sells, could cause disruptions in trade, including exports to the United States. Other events that could also cause disruptions to C1’s supply chain include:

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the imposition of additional trade law provisions or regulations or changes to existing trade laws provisions or regulations;

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the imposition of additional duties, tariffs, and other charges on imports and exports;

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foreign currency fluctuations;

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natural disasters or other adverse occurrences at, or affecting, any of C1’s suppliers’ facilities;

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restrictions on the transfer of funds;

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the financial instability or bankruptcy of manufacturers; and

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significant labor disputes, such as strikes.

C1 cannot predict whether the countries in which the products it sells are purchased or manufactured, or may be purchased or manufactured in the future, will be subject to new or additional trade restrictions or sanctions imposed by the U.S. or foreign governments, including the likelihood, type or effect of any such restrictions. Trade restrictions, including new or increased tariffs or quotas, embargoes, sanctions, safeguards, and customs restrictions against the products C1 sells, as well as foreign labor strikes and work stoppages or boycotts, could increase the cost or reduce the supply of product available to C1 and adversely affect C1’s business, results of operations, or financial condition. In addition, C1’s exports are subject to regulations and noncompliance with these requirements could have a negative effect on its business, results of operations, or financial condition.

C1’s global operations are subject to complex risks, some of which might be beyond its control.

C1’s clients have operations across South America, Europe, Australia, and Asia. Although international revenue currently represents a small portion of its business, C1’s revenue from clients outside of the United States may expand in the future as C1 expands its international presence. As a result, C1 may be subject to risks inherently associated with international operations, including risks associated with foreign currency exchange rate fluctuations, difficulties in enforcing intellectual property and/or contractual rights, the burdens of complying with a wide variety of foreign laws and regulations, potentially adverse tax consequences, tariffs, quotas, and other barriers, potential difficulties in collecting accounts receivable, international hostilities, terrorism, and natural disasters. Expansion of international operations also increases the likelihood of potential or actual violations of domestic and international anticorruption laws, such as the Foreign Corrupt Practices Act, or of U.S. and international export control and sanctions regulations. C1 may also face difficulties integrating any new facilities in different countries into its existing operations, as well as integrating employees that it hires in different countries into its existing corporate culture. If C1 is unable to manage the risks of its global operations, its business, results of operations, or financial condition could be adversely affected.

Changes in accounting rules could adversely affect C1’s future financial results.

C1 prepares its financial statements in conformity with generally accepted accounting principles (“U.S. GAAP” or GAAP”). These accounting principles are subject to interpretation by the Financial Accounting Standards Board, the SEC, the American Institute of Certified Public Accountants, and various other bodies formed to interpret and create appropriate accounting policies. Technology offerings and services, and the manner in which they are bundled, are technologically complex and the characterization of these technology offerings and services requires judgment to apply revenue recognition policies. Any mischaracterization of these technology offerings and services could result in misapplication of revenue recognition policies. Future periodic assessments required by current or new accounting standards may result in non-cash changes and/or changes in presentation or disclosure. In addition, any change in accounting standards may influence C1’s clients’ decision to purchase from C1 or to finance transactions with C1, which could adversely impact C1’s business, results of operations, or financial condition.

Risks Related to C1’s Indebtedness

C1 faces risks related to its substantial indebtedness.

As of September 30, 2017, C1 had total outstanding debt of $519.6 million. C1’s substantial leverage could adversely affect its ability to raise additional capital to fund its operations, limit its ability to react to changes in the economy or its industry, expose C1 to interest rate risk associated with its variable rate debt, and prevent C1 from meeting its obligations under its credit facilities. C1’s substantial indebtedness could have important consequences to C1, including:

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making it more difficult for C1 to satisfy its obligations with respect to its debt, and any failure to comply with the obligations under its debt instruments, including restrictive covenants, could result in an event of default under the agreements governing its indebtedness increasing its vulnerability to general economic and industry conditions;

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reducing the benefits C1 expects to receive from its recent and any future acquisition transactions;

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requiring a substantial portion of C1’s cash flow from operations to be dedicated to the payment of principal and interest on its debt, thereby reducing its ability to use its cash flow to fund its operations, capital expenditures, selling and marketing efforts, product development, future business opportunities, and other purposes;

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exposing C1 to the risk of increased interest rates as substantially all of its borrowings are at variable rates;

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restricting C1 from making strategic acquisitions and from pursuing certain business opportunities;

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limiting C1’s ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions, and general corporate or other purposes; and

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limiting C1’s flexibility and ability to plan for, or adjust to, changing market conditions and placing it at a competitive disadvantage compared to its competitors who may be less highly leveraged.

The occurrence of any one of these events could have an adverse effect on C1’s business, results of operations, financial condition, and ability to satisfy its obligations under its indebtedness.

Despite C1’s high indebtedness level, C1 and its subsidiaries may still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with its substantial indebtedness.

C1 and its subsidiaries may be able to incur substantial additional indebtedness in the future. Although the agreements governing C1’s indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.

C1’s debt agreements impose significant operating and financial restrictions on C1 and its subsidiaries that may prevent C1 from pursuing certain business opportunities and restrict its ability to operate its business.

The credit agreements governing C1’s credit facilities contain covenants that restrict C1 and its subsidiaries’ ability to take various actions, such as:

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incur additional indebtedness and make guarantees;

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create liens on assets;

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engage in mergers or consolidations;

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sell assets, including sale and leaseback transactions;

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make fundamental changes;

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pay dividends and distributions or repurchase its capital stock;

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make investments, loans and advances, including acquisitions;

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engage in certain transactions with affiliates;

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make changes in the nature of its business and organizational documents; and

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make prepayments of junior debt.

The restrictions in the credit agreements governing C1’s credit facilities also limit its ability to plan for or react to market conditions, meet capital needs, or otherwise restrict its activities or business plans and adversely affect its ability to finance its operations, enter into acquisitions or to engage in other business activities that could be in its interest.

To service C1’s indebtedness and other cash needs, C1 requires a significant amount of cash. C1’s ability to generate cash depends on many factors beyond its control.

C1’s ability to satisfy its debt obligations and to fund any planned capital expenditures, dividends, and other cash needs will depend in part upon the future financial and operating performance of its subsidiaries and upon its ability to renew or refinance borrowings. C1 cannot assure you that its business will generate cash flow from operations, or that it will be able to draw under its revolving credit facilities or otherwise, in an amount sufficient to fund its liquidity needs, including the payment of principal and interest on its indebtedness. Prevailing economic conditions and financial, business, competitive, legislative, regulatory, and other factors, many of which are beyond its control, will affect its ability to make these payments.

If C1 is unable to make payments, refinance its debt or obtain new financing under these circumstances, it may consider other options, including:

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sales of assets;

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sales of equity;

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reduction or delay of capital expenditures, strategic acquisitions, investments, and alliances; or

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negotiations with its lenders to restructure the applicable debt.

These alternative measures may not be successful and may not permit C1 to meet its scheduled debt service obligations. C1’s ability to restructure or refinance its debt will depend on the condition of the capital markets and its financial condition at such time. Any refinancing of C1’s debt could be at higher interest rates and may require C1 to comply with more onerous covenants, which could further restrict its business operations. In addition, the terms of the credit agreements governing the credit facilities may restrict C1 from adopting some of these alternatives. In the absence of sufficient cash flow from operating results and other resources, C1 could face substantial liquidity problems and could be required to dispose of material assets or operations to meet its debt service and other obligations. C1 may not be able to consummate those dispositions for fair market value, or at all. Furthermore, any proceeds that C1 could realize from any such dispositions may not be adequate to meet its debt service obligations then due. C1’s inability to generate sufficient cash flow to satisfy its debt obligations, or to refinance its indebtedness on commercially reasonable terms or at all, could adversely impact its business, results of operation, and financial condition.

Any decline in the ratings of C1’s corporate credit could adversely affect its ability to access capital.

Any decline in the ratings of C1’s corporate credit or any indications from the rating agencies that their ratings on its corporate credit are under surveillance or review with possible negative implications could adversely impact its ability to access capital.

C1 is subject to fluctuations in interest rates.

Borrowings under C1’s credit facilities are subject to variable rates of interest and expose C1 to interest rate risk. For example, assuming the revolving portion of C1’s credit facilities is fully drawn along with the outstanding term loan balance as of September 30, 2017, on a pro forma basis, each 0.5% change in assumed blended interest rates would result in an approximately $3.3 million change in annual interest expense on indebtedness. At present, C1 does not have any existing interest rate swap agreements, which involve the exchange of floating for fixed rate interest payments to reduce interest rate volatility. However, C1 may decide to enter into such swaps in the future. If C1 does, it may not maintain interest rate swaps with respect to all of its variable rate indebtedness and any swaps C1 enters into may not fully mitigate its interest rate risk, may prove disadvantageous, or may create additional risks.

Risks Related to Forum and the Business Combination

Forum has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. If Forum is unable to consummate a business combination, including the Business Combination, its public stockholders may be forced to wait more than 24 months before receiving distributions from the Trust Account.

Forum is a development stage blank check company, and as it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. Forum has until April 12, 2019 to complete a business combination. Forum has no obligation to return funds to investors prior to such date unless (i) it consummates a business combination prior thereto or (ii) it seeks to amend its Charter prior to consummation of a business combination, and only then in cases where investors have sought to convert or sell their shares to Forum. Only after the expiration of this full time period will public security holders be entitled to distributions from the Trust Account if Forum is unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate their investment, public security holders may be forced to sell their Public Shares, Rights or Warrants, potentially at a loss. In addition if Forum fails to complete an initial business combination by April 12, 2019, there will be no redemption rights or liquidating distributions with respect to the Rights and Warrants, which will expire worthless, unless Forum amends its Charter to extend its life and certain other agreements it has entered into.

Forum’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

As of September 30, 2017, Forum had $174,964,734 in cash held in trust and a working capital of $191,300. Further, Forum has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans, including the Business Combination. Forum cannot assure you that its plans to raise capital or to consummate an initial business combination, including the Business Combination, will be successful. These factors, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to consummate the Business Combination or its inability to continue as a going concern.

Following the consummation of the Business Combination, Forum’s only significant asset will be ownership of 100% of C1 and such ownership may not be sufficient to pay dividends or make distributions or loans to enable it to pay any dividends on its Common Stock.

Following the consummation of the Business Combination, Forum will have no direct operations and no significant assets other than the ownership of 100% of C1. Forum will depend on C1 for distributions, loans and other payments to generate the funds necessary to meet Forum’s financial obligations, including Forum’s expenses as a publicly traded company, and to pay any dividends with respect to its Common Stock. In addition, there are legal and contractual restrictions in agreements governing current and future indebtedness of C1, as well as the financial condition and operating requirements of C1. The earnings from, or other available assets of, C1, may not be sufficient to pay dividends or make distributions or loans to enable Forum to pay any dividends on its Common Stock or satisfy its other financial obligations.

Subsequent to the consummation of the Business Combination, Forum may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Forum has conducted due diligence on C1, Forum cannot assure you that this diligence revealed all material issues that may be present in C1’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Forum’s and C1’s control will not later arise. As a result, Forum may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Forum’s due diligence successfully identifies

certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Forum’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on Forum’s liquidity, the fact that Forum reports charges of this nature could contribute to negative market perceptions about the Combined Entity’s or Forum’s securities. In addition, charges of this nature may cause Forum to be unable to obtain future financing on favorable terms or at all.

The Sponsor has agreed to vote in favor of such initial business combination, regardless of how Forum’s public stockholders vote.

Unlike some other blank check companies in which the initial stockholders agree to vote their founders shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the holders of the Founders Shares and Placement Shares have agreed (i) to vote any such shares in favor of any proposed business combination, including the Business Combination, (ii) not to convert any such shares in connection with a stockholder vote to approve a proposed initial business combination, and (iii) not to sell any such shares to Forum in a tender offer in connection with any proposed business combination. As a result, Forum would need only 6,071,251, or approximately 27.2%, of the 22,357,500 Forum Common Stock to be voted in favor of the Business Combination in order to have the Business Combination approved (assuming that the 172,500 Representative Shares held by EBC are voted in favor of the Business Combination). Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor agreed to vote its Founders Shares and Placement Shares in accordance with the majority of the votes cast by Forum’s public stockholders.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what Forum’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Forum’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “ Unaudited Pro Forma Condensed Combined Financial Information ” for more information.

If third parties bring claims against Forum, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.10.

Forum’s placing of funds in trust may not protect those funds from third party claims against Forum. Although Forum will seek to have all vendors and service providers Forum engages and prospective target businesses Forum negotiates with execute agreements with Forum waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Forum’s public stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with Forum, they may seek recourse against the Trust Account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of Forum’s public stockholders. If Forum is unable to complete a business combination and distribute the proceeds held in trust to Forum’s public stockholders, the Sponsor has agreed (subject to certain exceptions described elsewhere in this proxy statement/prospectus) that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.10 per share by the claims of target businesses or claims of vendors or other entities that are owed money by Forum for services rendered or contracted for or products sold to Forum’s. However, it may not be able to meet such obligation. Therefore, the per-share distribution from the Trust Account may be less than $10.10, plus interest, due to such claims.

Additionally, if Forum is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Forum’s which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Forum’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Forum’s stockholders. To the extent any bankruptcy claims deplete the Trust Account,

Forum may not be able to return to Forum’s public stockholders at least $10.10. The Sponsor may not have sufficient funds to satisfy its indemnity obligations, as its only assets are securities of Forum. Forum has not asked the Sponsor to reserve for such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for Forum’s initial business combination, including the Business Combination, and redemptions could be reduced to less than $10.10 per Public Share.

Forum’s stockholders may be held liable for claims by third parties against Forum to the extent of distributions received by them.

Forum’s Charter provides that it will continue in existence only until April 12, 2019. If Forum has not completed a business combination by such date, Forum will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest that may be used by Forum to pay its franchise and income taxes payable and up to $100,000 for dissolution expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Forum’s remaining stockholders and Forum’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Forum’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If Forum is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Forum which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Forum’s stockholders. Furthermore, because Forum intends to distribute the proceeds held in the Public Shares to Forum’s public stockholders promptly after expiration of the time Forum has to complete an initial business combination, this may be viewed or interpreted as giving preference to Forum’s public stockholders over any potential creditors with respect to access to or distributions from Forum’s assets. Furthermore, Forum’s board of directors may be viewed as having breached their fiduciary duties to Forum’s creditors and/or may have acted in bad faith, and thereby exposing itself and Forum to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. Forum cannot assure you that claims will not be brought against it for these reasons.

Neither Forum nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by C1 in the Merger Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by C1 and Forum to each other in the Merger Agreement will not survive the consummation of the Business Combination. As a result, Forum and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by C1 in the Merger Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Forum would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

If Forum does not file and maintain a current and effective prospectus relating to the Class A Common Stock issuable upon exercise of the Warrants, holders will only be able to exercise such Warrants on a “cashless basis.”

If Forum does not file and maintain a current and effective prospectus relating to the Class A Common Stock issuable upon exercise of the Warrants at the time that holders wish to exercise such Warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration is available. As

a result, the number of shares of Class A Common Stock that holders will receive upon exercise of the Warrants will be fewer than it would have been had such holder exercised his Warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise on a cashless basis and would only be able to exercise their Warrants for cash if a current and effective prospectus relating to the Class A Common Stock issuable upon exercise of the Warrants is available. Under the terms of the warrant agreement, Forum has agreed to use its best efforts to meet these conditions and to file and maintain a current and effective prospectus relating to the Class A Common Stock issuable upon exercise of the Warrants until the expiration of the Warrants. However, Forum cannot assure you that it will be able to do so. If Forum is unable to do so, the potential “upside” of the holder’s investment in Forum may be reduced or the Warrants may expire worthless.

Even if Forum consummates the Business Combination, there is no guarantee that the Warrants will ever be in the money, and they may expire worthless and the terms of Warrants may be amended.

The exercise price for the Warrants is $11.50 per share of Class A Common Stock. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.

In addition, Forum’s Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Forum. The warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Warrants to make any other change. Accordingly, Forum may amend the terms of the Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Warrants approve of such amendment. Although Forum’s ability to amend the terms of the Warrants with the consent of at least 50% of the then outstanding Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of shares and their respective affiliates and associates have of Common Stock purchasable upon exercise of a Warrant.

Forum may amend the terms of the Rights in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding Rights.

The Rights are issued in registered form under a right agreement between Continental Stock Transfer & Trust Company, as rights agent, and Forum. The right agreement provides that the terms of the Rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The right agreement requires the approval by the holders of at least 50% of the then outstanding Rights in order to make any change that adversely affects the interests of the registered holders.

Forum has no obligation to net cash settle the Rights or Warrants.

In no event will Forum have any obligation to net cash settle the Rights or Warrants. Furthermore, there are no contractual penalties for failure to deliver securities to the holders of the Rights or Warrants upon consummation of an initial business combination, including the Business Combination, or exercise of the Warrants. Accordingly, the Rights and Warrants may expire worthless.

Forum’s ability to successfully effect the Business Combination and to be successful thereafter will be totally dependent upon the efforts of its key personnel, including C1’s key personnel, all of whom are expected to join Forum following the Business Combination. While Forum intends to closely scrutinize any individuals it engages after the Business Combination, it cannot assure you that its assessment of these individuals will prove to be correct.

Forum’s ability to successfully effect the Business Combination is dependent upon the efforts of Forum’s key personnel, including key personnel of C1. Although Forum expects all of such key personnel to remain with C1 following the Business Combination, it is possible that Forum will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Combined Entity. While Forum intends to closely

scrutinize any individuals it engages after the Business Combination, it cannot assure you that its assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company which could cause Forum to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect its operations.

Forum’s Sponsor, directors and officers have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.

Forum’s Sponsor, officers and directors and their respective affiliates and associates have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of Forum’s public stockholders, which may result in a conflict of interest. These interests include:

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as a condition to the Forum IPO, all of the Founders Shares were placed into an escrow account and would be released from escrow only if specified conditions were met. In particular, subject to certain limited exceptions, all Founders Shares would be held in escrow for one year following the consummation of an initial business combination. However, 50% of the Founders Shares could be released from escrow immediately if the Forum Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after the date of the consummation of an initial business combination. In connection with the Business Combination, Forum, the Sponsor, C1, and Clearlake entered into the Sponsor Earnout Letter and Amendment to Escrow Agreement, which amends the Escrow Agreement dated April 6, 2017, by and among the Sponsor, Forum and Continental Stock Transfer & Trust Company, to release all of the Founders Shares held by the Sponsor from escrow to enable: (a) cancellation of 1,078,125 Founders Shares immediately upon consummation of the Business Combination, (b) subjecting 2,156,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (c) release of 1,078,125 Founders Shares from escrow immediately upon consummation of the Business Combination;

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the Placement Units, including the Placement Shares, Placement Rights and Placement Warrants, purchased by the Sponsor will be worthless if a business combination is not consummated;

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the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination;

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the fact that Sponsor has agreed not to redeem any of the Founders Shares and Placement Shares in connection with a stockholder vote to approve a proposed initial business combination;

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if the Trust Account is liquidated, including in the event Forum is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Forum to ensure that the proceeds in the Trust Account are not reduced below $10.10 per Public Share, by the claims of prospective target businesses with which Forum has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Forum, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

A market for Forum’s securities may not continue, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of Forum’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for Forum’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of Forum’s securities after the Business Combination can vary due to general economic conditions and forecasts, Forum’s general business condition and the release of Forum’s financial reports. Additionally, if Forum’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of Forum’s securities may be more limited than if Forum were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

There can be no assurance that Forum will be able to comply with the continued listing standards of Nasdaq.

Forum Common Stock, Units, Warrants and Rights are listed on Nasdaq. Forum’s continued eligibility for listing may depend on the number of its shares that are redeemed. If, after the Business Combination, Nasdaq delists Forum’s securities from trading on its exchange for failure to meet the listing standards, Forum and its stockholders could face significant material adverse consequences including:

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a limited availability of market quotations for Forum’s securities;

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a determination that Forum Common Stock is a “penny stock” which will require brokers trading in its Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for Forum Common Stock;

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a limited amount of analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Forum’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Forum’s securities prior to the Closing may decline. The market values of Forum’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which Forum’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of Forum’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for C1’s stock and trading in the shares of Forum Common Stock has not been active. Accordingly, the valuation ascribed to C1 and Forum Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for Forum’s securities develops and continues, the trading price of Forum’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Forum’s control. Any of the factors listed below could have a material adverse effect on your investment in Forum’s securities and Forum’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Forum’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Entity’s securities following the Business Combination may include:

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actual or anticipated fluctuations in the Combined Entity’s quarterly financial results or the quarterly financial results of companies perceived to be similar to the Combined Entity’s;

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changes in the market’s expectations about the Combined Entity’s operating results;

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success of competitors;

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the Combined Entity’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning the Combined Entity or the market in general;

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operating and stock price performance of other companies that investors deem comparable to the Combined Entity;

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the Combined Entity’s ability to market new and enhanced services and products on a timely basis;

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changes in laws and regulations affecting the Combined Entity’s business;

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commencement of, or involvement in, litigation involving the Combined Entity;

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changes in the Combined Entity’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of shares of the Combined Entity’s securities available for public sale;

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any major change in the board or management;

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sales of substantial amounts of Common Stock by Forum’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of the Combined Entity’s securities irrespective of its operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Combined Entity’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Combined Entity could depress the Combined Entity’s stock price regardless of the Combined Entity’s business, prospects, financial conditions or results of operations. A decline in the market price of the Combined Entity’s securities also could adversely affect the Combined Entity’s ability to issue additional securities and the Combined Entity’s ability to obtain additional financing in the future.

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about the Combined Entity, its business, or its market, or if they change their recommendations regarding the Combined Entity’s securities adversely, the price and trading volume of the Combined Entity’s securities could decline.

The trading market for the Combined Entity’s securities will be influenced by the research and reports that industry or securities analysts may publish about Forum, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on Forum or the Combined Entity. If no securities or industry analysts commence coverage of the Combined Entity, Forum’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Entity change their recommendation regarding Forum’s stock adversely, or provide more favorable relative recommendations about Forum’s competitors, the price of the Combined Entity’s securities would likely decline. If any analyst who may cover the Combined Entity were to cease coverage of the Combined Entity or fail to regularly publish reports on it, Forum could lose visibility in the financial markets, which could cause its stock price or trading volume to decline.

The future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of the Combined Entity’s common stock.

Sales of a substantial number of shares of the Combined Entity’s common stock in the public market could occur at any time. If the Combined Entity’s stockholders sell, or the market perceives that the Combined Entity’s stockholders intend to sell, substantial amounts of the Combined Entity’s common stock in the public market, the market price of the Combined Entity’s common stock could decline.

The holders of the Founders Shares, Placement Units (and their underlying securities), any Units that may be issued to Forum’s Sponsor, officers, directors or their affiliates upon conversion of working capital loans made to Forum (and their underlying securities) and the Representative Shares issued to EBC and/or its designees are entitled to make a demand that Forum register the resale of their securities and a majority of such holders are entitled to make up to three demands that Forum register such securities. Notwithstanding anything herein to the contrary, EBC and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the registration statement relating to the Forum IPO. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. The holders of a majority of the Placement Units or Units issued to Forum’s Sponsor, officers, directors or their affiliates in payment of working capital loans made to Forum (in each case, including the underlying securities) can elect to exercise these registration rights at any time after Forum consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to Forum’s consummation of a business combination. Notwithstanding anything herein to the contrary, EBC and/or its designees may participate in a “piggy-back” registration during the seven year period beginning on the effective date of the registration statement relating to the Forum IPO. The presence of these additional shares of Class A Common Stock trading in the public market may have an adverse effect on the market price of the Combined Entity’s securities.

Warrants will become exercisable for Forum Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to Forum stockholders.

Forum issued Public Warrants to purchase 8,625,000 shares of Common Stock as part of the Forum IPO and in connection with the Forum IPO, Forum issued an aggregate of 311,250 Placement Warrants as part of the Placement Units to the Sponsor. Each whole Warrant is exercisable to purchase one share of Class A Common Stock at $11.50 per share. To the extent such Warrants are exercised, additional shares of Forum Common Stock will be issued, which will result in dilution to the then existing holders of Common Stock of the Forum and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of Forum Common Stock.

Forum’s public stockholders may experience dilution as a consequence of, among other transactions, the issuance of Common Stock as consideration in the Business Combination and the Pipe Investment. Having a minority share position may reduce the influence that Forum’s current stockholders have on the management of the Combined Entity.

It is anticipated that, upon the closing of the Business Combination, Forum’s public stockholders (other than the PIPE Investment investors) will retain an ownership interest of approximately 27.5% in the Combined Entity, the PIPE Investment investors will own approximately 25.8% of the Combined Entity (such that public stockholders, including PIPE Investment investors, will own approximately 53.3% of the Combined Entity), the Sponsor and EBC will retain an ownership interest of approximately 2.5% in the Combined Entity and the C1 Equityholders will own approximately 44.1% of the outstanding common stock of the Combined Entity.

Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company’s existing stockholders in the Combined Entity will be different.

Forum may redeem the unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant holders, thereby making their Warrants worthless.

Forum has the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date Forum sends the notice of redemption to the Warrant holders. If and when the Warrants become redeemable by Forum, Forum may exercise its redemption right even if Forum is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. None of the Placement Warrants and warrants underlying the units issuable upon conversion of working capital loan will be redeemable by Forum so long as they are held by their initial purchasers or their permitted transferees.

Anti-takeover provisions contained in the proposed amended and restated certificate of incorporation and proposed amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Amended Charter will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. Forum is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Forum’s securities. These provisions are described in the Section titled “Post-Merger Charter Amendment Proposal.”

Activities taken by Forum’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal and the other Proposals and may affect the market price of the Forum’s securities.

Forum’s Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of Forum’s Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of Forum’s Sponsor, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by Forum’s Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such Proposals would be approved. If the market does not view the Business Combination positively, purchases of Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of Forum’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of Forum’s securities.

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of Public Shares by Forum or the persons described above have been entered into with any such investor or holder. Forum will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect Forum’s business, investments and results of operations.

Forum is subject to laws, regulations and rules enacted by national, regional and local governments. In particular, Forum is required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Forum’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on Forum’s business and results of operations.

Risks Related to the Redemption

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of 20.0% or more of Forum Common Stock issued in the Forum IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares of 20.0% or more of Forum Common Stock issued in the Forum IPO.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, of 20% or more of the shares of Common Stock included in the Units sold in the Forum IPO. Forum refers to such shares in excess of an aggregation of 20% or more of the shares sold in the Forum IPO as “Unredeemable Shares.” In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Forum will require each public stockholder seeking to exercise redemption rights to certify to Forum whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to Forum at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Forum makes the above-referenced determination. Your inability to redeem any Unredeemable Shares will reduce your influence over Forum’s ability to consummate the Business Combination and you could suffer a material loss on your investment in Forum if you sell Unredeemable Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Unredeemable Shares if Forum consummates the Business Combination. As a result, in order to dispose of such shares, you would be required to sell your stock in open market transactions, potentially at a loss. Notwithstanding the foregoing, stockholders may challenge Forum’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

There is no guarantee that a stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

Forum can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including this Business Combination, may cause an increase in Forum’s share price, and may result in a lower value realized now than a stockholder of Forum might realize in the future had the stockholder redeemed their shares. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/

prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If Forum’s stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of Forum Common Stock for a pro rata portion of the funds held in the Trust Account.

Holders of Public Shares are required to affirmatively vote either for or against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In addition, in order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to Forum’s transfer agent at least two (2) business days prior to the Special Meeting. Stockholders electing to redeem their shares will receive their pro rata portion the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay the Company’s franchise and income taxes, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. See the section entitled “ Special Meeting of Forum Stockholders—Redemption Rights ” for additional information on how to exercise your redemption rights.

Forum’s stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

Forum’s public stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things as fully described in the section titled “ Special Meeting of Forum Stockholders—Redemption Rights, ” tender their certificates to Forum’s transfer agent or deliver their shares to the transfer agent electronically through the DTC at least two business days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Forum’s transfer agent will need to act to facilitate this request. It is Forum’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Forum does not have any control over this process or over the brokers, which Forum refers to as “DTC,” it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

The ability to execute Forum’s strategic plan could be negatively impacted to the extent a significant number of stockholders choose to redeem their shares in connection with the Business Combination.

In the event the aggregate cash consideration Forum would be required to pay for all shares of Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to Forum, the Company may be required to increase the financial leverage Forum’s business would have to support. This may negatively impact Forum’s ability to execute on its own future strategic plan.

Risks Related to the Combined Entity and the Business Combination

The Combined Entity may be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. If the Combined Entity relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon the Closing, depending on the number of shares of Common Stock redeemed by Forum’s public stockholders a fund managed by Clearlake Capital Group, L.P. (“ Clearlake ”) may control a majority of the voting power of the Combined Entity’s outstanding common shares. As a result, the Combined Entity may be a “controlled company” within the meaning of the Nasdaq Stock Market corporate governance requirements.

Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

•

that a majority of the board of directors consists of independent directors;

•

for an annual performance evaluation of the nominating and corporate governance and compensation committees;

•

that the Combined Entity has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

that the Combined Entity has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility.

If available, the Combined Entity intends to use these exemptions and may continue to use all or some of these exemptions in the future. As a result, the Combined Entity’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq Stock Market corporate governance requirements.

Clearlake will have a significant degree of control of the Combined Entity and its interests may conflict with Combined Entity’s or yours in the future.

Upon the Closing, investment funds associated with or designated by Clearlake will have a significant degree of control over the election of the members of the Combined Entity’s board of directors and thereby may control the Combined Entity’s policies and operations, including the appointment of management, future issuances of the Combined Entity’s common stock or other securities, the payment of dividends, if any, on the Combined Entity’s common stock, the incurrence or modification of debt by the Combined Entity, amendments to the Combined Entity’s amended and restated certificate of incorporation and amended and restated bylaws, and the entering into of extraordinary transactions, and its interests may not in all cases be aligned with your interests. In addition, Clearlake may have an interest in pursuing acquisitions, divestitures, and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. For example, Clearlake could cause the Combined Entity to make acquisitions that increase the Combined Entity’s indebtedness. Clearlake may direct the Combined Entity to make significant changes to the Combined Entity’s business operations and strategy, including with respect to, among other things, sales of assets, employee headcount levels, and initiatives to reduce costs and expenses.

So long as Clearlake continues to own a significant amount of the outstanding shares of the Combined Entity’s common stock, even if such amount is less than 50%, Clearlake will continue to be able to strongly influence or effectively control the Combined Entity’s decisions. In addition, so long as Clearlake continues to maintain this ownership, it will be able effectively to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control or a change in the composition of the Combined Entity’s board of directors and could preclude any unsolicited acquisition of the Combined Entity. The concentration of ownership could deprive the stockholders of the Combined Entity of an opportunity to receive a premium for the Combined Entity’s shares of common stock as part of a sale of the Combined Entity.

The Combined Entity’s amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between the Combined Entity and its stockholders, which could limit the Combined Entity’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Combined Entity or its directors, officers, or employees.

The Combined Entity’s amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware is the exclusive forum for:

•

any derivative action or proceeding brought on its behalf;

•

any action asserting a breach of fiduciary duty;

•

any action asserting a claim against the Combined Entity arising under the Delaware General Corporation Law, the Combined Entity’s amended and restated certificate of incorporation, or the Combined Entity’s amended and restated bylaws; and

•

any action asserting a claim against the Combined Entity that is governed by the internal-affairs doctrine.

The Combined Entity’s amended and restated certificate of incorporation will further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Combined Entity or its directors, officers, or other employees, which may discourage lawsuits against the Combined Entity and its directors, officers, and other employees. If a court were to find either exclusive-forum provision in the Combined Entity’s amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, it may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm the Combined Entity’s business.

If the Business Combination does not qualify as a tax-free reorganization under Section 368(a) of the Code, C1 Stockholders may incur a substantially greater U.S. federal income tax liability as a result of the Business Combination.

Forum and C1 anticipate that the U.S. holders of Company Stock generally will not recognize taxable gain or loss as a result of the Business Combination, except to the extent of cash or other property (other than Forum Common Stock) received. However, neither Forum nor C1 has requested, or intends to request, an opinion of tax counsel or a ruling from the Internal Revenue Service (the “ IRS ”) with respect to the tax consequences of the Business Combination and there can be no assurance that the companies’ position would be sustained by a court if challenged by the IRS. Accordingly, if the IRS or a court determines that the Business Combination does not qualify as a reorganization under Section 368(a) of the Code and is therefore fully taxable for U.S. federal income tax purposes, C1 Stockholders generally would recognize taxable gain or loss on their receipt of Total Consideration in connection with the Business Combination. For a more complete discussion of U.S. federal income tax consequences of the Business Combination, see the section titled “ Certain Material U.S. Federal Income Tax Considerations of the Business Combination to U.S. Holders of Company Stock .”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide Forum’s current expectations or forecasts of future events. Forward-looking statements include statements about Forum’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements about Forum’s:

•

benefits from the Business Combination;

•

ability to complete an initial business combination, including the Business Combination;

•

future financial performance following the Business Combination;

•

success in retaining or recruiting, or changes required in, our officers, key employees or directors following an initial business combination;

•

officers and directors allocating their time to other businesses and potentially having conflicts of interest with Forum’s business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

•

public securities’ potential liquidity and trading;

•

use of proceeds not held in the Trust Account or available to Forum from interest income on the Trust Account balance; and

•

impact from the outcome of any known and unknown litigation.

Forward-looking statements in this prospectus/proxy statement include, but are not limited to, statements about CI’s:

•

ability to grow and retain C1’s client base;

•

ability to provide effective client support and induce our clients to renew and upgrade the technology offerings and services C1 provides for them;

•

ability to expand C1’s sales organization to address effectively existing and new markets that it intends to target;

•

ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

•

expectations regarding future expenditures;

•

future mix of revenue and effect on gross margins;

•

attraction and retention of qualified employees and key personnel;

•

ability to compete effectively in a competitive industry;

•

ability to protect and enhance our corporate reputation and brand;

•

expectations concerning our relationships and actions with our technology partners and other third parties;

•

impact from future regulatory, judicial, and legislative changes in C1’s industry;

•

ability to locate and acquire complementary technologies or services and integrate those into C1’s business; and

•

future arrangements with, or investments in, other entities or associations.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that Forum or C1 “believes” and similar statements reflect such parities beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this prospectus/proxy statement, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either Forum or C1 has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause Forum’s actual results to differ include:

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

•

the outcome of any legal proceedings that may be instituted against Forum, C1 or others following announcement of the Business Combination and the transactions contemplated therein;

•

the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the stockholders of Forum or C1 or other conditions to closing in the Business Combination;

•

the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

•

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Combined Entity to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

•

costs related to the proposed Business Combination;

•

the possibility that Forum or C1 may be adversely impacted by other economic, business, and/or competitive factors;

•

future exchange and interest rates; and

•

other risks and uncertainties indicated in this proxy statement/prospectus, including those under “ Risk Factors ” herein, and other filings that have been made or will be made with the SEC by Forum.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

Forum is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2017 combines the unaudited historical consolidated balance sheet of C1 as of September 30, 2017 with the unaudited historical condensed consolidated balance sheet of Forum as of September 30, 2017, giving effect to the Business Combination as if it had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the nine months ended September 30, 2017 combines the unaudited historical consolidated statement of income of C1 for the nine months ended September 30, 2017 with the unaudited historical condensed consolidated statement of operations of Forum for the nine months ended September 30, 2017, giving effect to the Business Combination as if it had occurred as of the beginning of the earliest period presented.

The following unaudited pro forma condensed combined income statement for the year ended December 31, 2016 combines the audited historical statement of income of C1 for the year ended December 31, 2016 with the audited historical statement of operations of Forum for the period from November 17, 2016 (inception) through December 31, 2016, giving effect to the Business Combination as if it had occurred as of the beginning of the earliest period presented.

The historical financial information of C1 was derived from the unaudited consolidated financial statements of C1 for the nine months ended September 30, 2017 and the audited consolidated financial statements of C1 for the year ended December 31, 2016, included elsewhere in this proxy statement/prospectus statement. The historical financial information of Forum was derived from the unaudited condensed financial statements of Forum for the nine months ended September 30, 2017 and the audited financial statements of Forum for the period from November 17, 2016 (inception) through December 31, 2016, included elsewhere in this proxy statement/prospectus. This information should be read together with C1’s and Forum’s audited and unaudited financial statements and related notes, “ C1’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” “Forum’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Merger

Pursuant to the Merger Agreement, the aggregate consideration to be paid in the Business Combination will be equal to an amount equal to (i) the Enterprise Value, as defined in the Merger Agreement, minus (ii) the Closing Net Indebtedness, as defined in the Merger Agreement, (the “ Merger Consideration ”) plus the contingent right to receive additional consideration based on the performance of the Company, during the calendar years 2018, 2019 and 2020 (the “ Earnout Consideration ,” which together with the Merger Consideration, the “ Total Consideration ”). The Merger Consideration will be paid in the form of: (i) cash from Forum and/or the Target Companies in an amount equal to (A) the total cash and cash equivalents of Forum, including funds from the PIPE Investment and Backstop Investment and the remaining funds in the Trust Account, after giving effect to the completion of the Redemption (the “ Forum Cash ”), plus (B) the Closing Cash, as defined in the Merger Agreement, minus (C) $25,000,000; and (ii) a number of Forum Common Shares, valued at the Redemption Price, as defined in the Merger Agreement, per share, equal to the Merger Consideration less $25,000,000.

In connection with the Business Combination, Forum entered into subscription agreements with investors to purchase 17,959,375 shares of Class A Common Stock for an aggregate commitment amount of $143,675,000 subject to certain conditions, including that all conditions precedent to the closing of the Business Combination will have been satisfied or waived (other than those conditions are to be satisfied at closing) (the “ Pipe Investment ”).

The PIPE Investment was predicated on (i) the Sponsor’s agreement to cancel 1,078,125 Founder Shares immediately upon the Closing of the Business Combination; (ii) the Sponsor’s agreement to subject 2,156,250 Founder Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by the Combined Entity; and (iii) C1’s agreement to reduce the Merger Consideration by 499,752 shares of Common Stock. In the aggregate, the expected beneficial ownership of the Sponsor and the C1 Equityholders at the Closing was reduced by 3,734,127 shares of Common Stock at an assumed value of $10.10 per share to incentivize the prospective investors to commit to the PIPE Investment. The result was the issuance of 14,225,248 incremental shares to the investors in the PIPE Investment for an aggregate purchase price of $143,675,000 (and an aggregate issuance of 17,959,375 shares to the investors in the PIPE Investment).

Accounting for the Merger

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Forum will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on C1 stockholders expecting to have a majority of the voting power of the combined company, C1 comprising the ongoing operations of the combined entity, C1 comprising a majority of the governing body of the combined company, and C1’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of C1 issuing stock for the net assets of Forum, accompanied by a recapitalization. The net assets of Forum will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of C1.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of Forum’s Common Stock:

•

Scenario 1—Assuming no redemption into cash: This presentation assumes that no Forum stockholders exercise redemption rights with respect to their common stock upon consummation of the Business Combination; and

•

Scenario 2—Assuming redemptions of 17,250,000 shares of Forum Common Stock into cash: This presentation assumes that Forum stockholders exercise their redemption rights with respect to a maximum of 17,250,000 shares of Common Stock upon consummation of the Business Combination at a redemption price of approximately $10.13 per share. The maximum redemption amount is derived from the $125,000,000 closing cash required after giving effect to payments to redeeming stockholders.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma condensed combined financial statements are 30,707,970 shares of Common Stock to be issued to C1 stockholders under Scenario 1 and 47,957,970 shares of Common Stock to be issued to C1 stockholders under Scenario 2.

As a result of the Business Combination, assuming no Forum stockholders elect to redeem their shares for cash, C1 will own approximately 44.1% of Forum Common Stock to be outstanding immediately after the Business Combination, Forum stockholders will own approximately 30.0% of Forum Common Stock and the PIPE investors will own approximately 25.8% of Forum Common Stock, based on the number of shares of Forum Common Stock outstanding as of September 30, 2017 (in each case, not giving effect to any shares issuable to them upon exercise of warrants). If 17,250,000 shares of Common Stock are redeemed for cash, which assumes the maximum redemption of Forum’s shares and providing for a minimum of $125,000,000 closing cash required after giving effect to payments to redeeming stockholders, C1 will own approximately 68.9%, Forum will own approximately 5.3% and the PIPE investors will own approximately 25.8% of Forum Common Stock to be outstanding immediately after the Business Combination (in each case, not giving effect to any shares issuable to them upon exercise of warrants).

PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2017

(UNAUDITED)

(in thousands, except share amounts)


						Scenario 1 Assuming No Redemptions into Cash							Scenario 2 Assuming Maximum Redemptions into Cash
	(A) C1			(B) Forum		Pro Forma Adjustments				Pro Forma Balance Sheet			Pro Forma Adjustments				Pro Forma Balance Sheet
Assets
Current assets:
Cash	$	7,683		$	337	$	174,965		⁽¹⁾
							(25,000	)	⁽²⁾
							(2	)	⁽⁴⁾
							143,675		⁽⁶⁾
							(303,243	)	⁽⁷⁾
													$	(174,743	)	⁽⁵⁾
							1,805		⁽⁸⁾	$	220			174,743		⁽⁷⁾	$	220
Trade accounts receivable, less allowances		235,541			—		—				235,541			—				235,541
Inventories		23,101			—		—				23,101			—				23,101
Prepaid expenses		9,851			78		—				9,929			—				9,929
Deferred customer support contract costs		23,044			—		—				23,044			—				23,044
Prepaid expenses and other		2,660			—		—				2,660			—				2,660

Total Current Assets		301,880			415		(7,800	)			294,495			—				294,495

Cash and marketable securities held in Trust Account		—			174,965		(174,965	)	⁽¹⁾		—			—				—
Goodwill		308,893					—				308,893			—				308,893
Finite-life intangibles, net		148,955					—				148,955			—				148,955
Property and equipment, net		41,830					—				41,830			—				41,830
Deferred customer support contracts, noncurrent		800					—				800			—				800
Deferred offering costs		2,618					(2,618	)	⁽³⁾		—			—				—

Total Assets	$	804,976		$	175,380	$	(185,383	)		$	794,973		$	—			$	794,973

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	142,007		$	53	$	—			$	142,060		$	—			$	142,060
Advances from related parties		—			2		(2	)	⁽⁴⁾		—			—				—
Income taxes payable		—			169		—				169			—				169
Current maturities of term debt		5,050			—		—				5,050			—				5,050
Customer deposits		19,316			—		—				19,316			—				19,316
Accrued compensation		17,281			—		—				17,281			—				17,281
Accrued other		17,107			—		—				17,107			—				17,107
Deferred revenue		49,525			—		—				49,525			—				49,525

Total Current Liabilities		250,286			224		(2	)			250,508			—				250,508

Long-term debt, net		514,503			—		—				514,503			—				514,503
Deferred income taxes		33,850			—		—				33,850			—				33,850
Long term income tax payable		1,846			—		—				1,846			—				1,846
Deferred revenue and other long-term liabilities		4,780			—		—				4,780			—				4,780

Total Liabilities		805,265			224		(2	)			805,487			—				805,487

Commitments and Contingencies
Common stock subject to redemption		—			170,156		(170,156	)	⁽⁵⁾		—			—				—

Stockholders’ Equity (Deficit)
Common stock		10			1		2		⁽⁵⁾
							1		⁽⁶⁾					(2	)	⁽⁵⁾
							(7	)	⁽⁷⁾		7			2		⁽⁸⁾		7
Additional paid-in capital		12,693			4,666		(4,000	)	⁽²⁾
							170,154		⁽⁵⁾
							143,674		⁽⁶⁾
							(302,903	)	⁽⁷⁾					(174,741	))	⁽⁵⁾
							4,616		⁽⁹⁾		28,900			174,741		⁽⁷⁾		28,900
Subscription receivable		(1,805	)		—		1,805		⁽⁸⁾		—			—				—
(Accumulated deficit) Retained earnings		(11,187	)		333		(21,000	)	⁽²⁾
							(2,618	)	⁽³⁾
							(333	)	⁽⁷⁾
							(4,616	)	⁽⁹⁾		(39,421	)		—				(39,421	)

Total Stockholders’ Equity (Deficit)		(289	)		5,000		(15,225	)			(10,514	)		—				(10,514	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	804,976		$	175,380	$	(185,383	)		$	794,973		$	—			$	794,973

Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheet

(A)	Derived from the unaudited consolidated balance sheet of C1 as of September 30, 2017.

(B)	Derived from the unaudited condensed balance sheet of Forum as of September 30, 2017.

(1)	To reflect the release of cash from investments held in the trust account.

(2)	To reflect the payment of estimated legal, financial advisory and other professional fees related to the Business Combination, assumes that $4,000 of those fees are related to the capital raised and therefor offset equity raised.

(3)	To expense transaction related deferred offering costs of C1 as the planned offering will be abandoned upon Closing of the Business Combination.

(4)	To record repayment of advances from related parties.

(5)

In Scenario 1, which assumes no Forum stockholders exercise their redemption rights, the common stock subject to redemption into cash amounting to $170,156 would be transferred to permanent equity. In Scenario 2, which assumes the maximum number of shares are redeemed into cash by the Forum stockholders, $174,743 would be paid out in cash. The $174,743 or 17,250,000 shares of Common Stock, represents the maximum redemption amount providing for a minimum closing cash of $125,000 after giving effect to payments to redeeming stockholders based on a consummation of the Business Combination on September 30, 2017.

(6)	To reflect the PIPE Investment issuance of 17,959,375 shares of Class A Common Stock for proceeds of $143,675.

(7)

To reflect recapitalization of C1 through the contribution of all the share capital in C1 to Forum, the payment of $303,243 of cash consideration and the issuance of 30,707,970 shares of Common Stock (under scenario 1) or the payment of $128,500 of cash consideration and the issuance of 47,957,970 shares of Common Stock (under Scenario 2) and the elimination of the historical accumulated deficit of Forum, the accounting acquiree.

(8)	To reflect the payment for C1’s subscriptions receivable.

(9)

To record a one-time stock-based compensation expense for options vested upon consummation of the Business Combination. C1 expects to record post-combination compensation expense of $4,616 related to its decision to accelerate the unvested share-based awards of C1 in contemplation of the Merger. This amount is excluded from the unaudited pro forma condensed combined statements of operations because it is a charge directly attributable to the Merger that will not have a continuing impact on C1’s operations; however, the amount is reflected as a reduction to retained earnings in the unaudited pro forma balance sheet.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2017

(UNAUDITED)

(in thousands, except share and per share amounts)


							Scenario 1 Assuming No Redemptions into Cash							Scenario 2 Assuming Maximum Redemptions into Cash
	(A) C1			(B) Forum			Pro Forma Adjustments				Pro Forma Balance Sheet			Pro Forma Adjustments			Pro Forma Balance Sheet
Total revenue	$	619,700		$	—		$	—			$	619,700		$	—		$	619,700
Cost of revenues		437,697			—			—				437,697			—			437,697

Gross profit		182,003			—			—				182,003			—			182,003

Operating expenses:
Sales and marketing		93,904			—			—				93,904			—			93,904
General and administrative		36,989			235			(930	)	⁽¹⁾		36,294			—			36,294
Transaction costs		5,955			—			—				5,955			—			5,955
Depreciation and amortization		23,112			—			—				23,112			—			23,112

Total operating expenses		159,960			235			(930	)			159,265			—			159,265

Income (loss) from operations		22,043			(235	)		930				22,738			—			22,738

Other income (expense):
Interest income		51			732			(732	)	⁽²⁾		51			—			51
Unrealized gain on marketable securities		—			7			(7	)	⁽²⁾		—			—			—
Interest expense		(41,553	)		—			—				(41,553	)		—			(41,553	)
Other expense, net		(49	)		—			—				(49	)		—			(49	)

(Loss) income before income taxes		(19,508	)		504			191				(18,813	)		—			(18,813	)
Income tax benefit (expense)		6,323			(169	)		431		⁽³⁾		6,585			—			6,585

Net (loss) income	$	(13,185	)	$	335		$	622			$	(12,228	)	$	—		$	(12,228	)

Weighted average shares outstanding, basic and diluted					4,864,925			64,017,459		⁽⁴⁾		68,882,384			452,761	⁽⁴⁾		69,335,145

Basic and diluted net (loss) income per share				$	(0.04	)					$	(0.18	)				$	(0.18	)

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

(UNAUDITED)

(in thousands, except share and per share amounts)


							Scenario 1 Assuming No Redemptions into Cash							Scenario 2 Assuming Maximum Redemptions into Cash
	(C) C1			(D) Forum			Pro Forma Adjustments				Pro Forma Balance Sheet			Pro Forma Adjustments		Pro Forma Balance Sheet
Total revenue	$	815,609		$	—		$	—			$	815,609		$	—	$	815,609
Cost of revenue		566,365			—			—				566,365			—		566,365

Gross profit		249,244			—			—				249,244			—		249,244

Operating expenses:
Sales and marketing		128,733			—			—				128,733			—		128,733
General and administrative		40,262			2			(1,884	)	⁽¹⁾		38,380			—		38,380
Transaction costs		6,055			—			—				6,055			—		6,055
Depreciation and amortization		27,692			—			—				27,692			—		27,692

Total operating expenses		202,742			2			(1,884	)			200,860			—		200,860

Income (loss) from operations		46,502			(2	)		1,884				48,384			—		48,384

Other income (expense):
Interest income		11			—			—				11			—		11
Interest expense		(31,438	)		—			—				(31,438	)		—		(31,438	)
Other expense, net		(10	)		—			—				(10	)		—		(10	)

Income (loss) before income taxes		15,065			(2	)		1,884				16,947			—		16,947
Income tax expense (benefit)		(6,716	)		—			785		⁽³⁾		(5,931	)		—		(5,931	)

Net income (loss)	$	8,349		$	(2	)	$	2,669			$	11,016		$	—	$	11,016

Weighted average shares outstanding, basic					3,750,000			65,827,720		⁽⁴⁾		69,577,720			—		69,577,720

Basic net income (loss) per share				$	(0.00	)					$	0.16				$	0.16

Weighted average shares outstanding, diluted					3,750,000			67,627,720		⁽⁴⁾		71,377,720			—		71,377,720

Diluted net income (loss) per share				$	(0.00	)					$	0.15				$	0.15

Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements

(A)	Derived from the unaudited consolidated statements of income of C1 for the nine months ended September 30, 2017.

(B)	Derived from the unaudited condensed statements of operations of Forum for the nine months ended September, 2017.

(C)	Derived from the audited consolidated statements of income of C1 for the year ended December 31, 2016.

(D)	Derived from the audited statements of operations of Forum for the period from November 17, 2016 (inception) through December 31, 2016.

(1)

Represents an adjustment to eliminate direct, incremental deferred offering costs which are reflected in the historical financial statements C1 in the amount of $930 and $1,884 as of September 30, 2017 and December 31 2016, respectively. There were no such amounts recorded for Forum as of September 30, 2017 and December 31 2016.

(2)	Represents an adjustment to eliminate interest income and unrealized gain on marketable securities held in the trust account as of the beginning of the period.

(3)	To record normalized blended statutory income tax benefit rate of 35.0% for pro forma financial presentation purposes.

(4)

As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issuable relating to the Business Combination and the PIPE have been outstanding for the entire period presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period. Weighted average common shares outstanding—basic and dilute are calculated as follows:


	Scenario 1 Combined (Assuming No Redemptions into Cash)						Scenario 2 Combined (Assuming Maximum Redemptions into Cash)
	Nine Months Ended September 30, 2017			Year Ended December 31, 2016			Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Weighted average shares calculation, basic
Forum weighted average public shares outstanding		4,864,925			3,750,000			4,864,925			3,750,000
Forum Sponsor shares		—			562,500			—			562,500
Forum public shares		—			17,250,000			—			—
Forum Sponsor private placement shares		—			622,500			—			622,500
Forum Representative shares		—			172,500			—			172,500
Forum rights converted to shares		1,787,250			1,787,250			1,787,250			1,787,250
Forum shares subject to redemption reclassified to equity		16,797,239			—			—			—
Forum shares cancelled and subject to forfeiture		(3,234,375	)		(3,234,375	)		(3,234,375	)		(3,234,375	)
Shares issued to PIPE investors		17,959,375			17,959,375			17,959,375			17,959,375
Forum shares issued in Business Combination		30,707,970			30,707,970			47,957,970			47,957,970

Weighted average shares outstanding		68,882,384			69,557,720			69,335,145			69,557,720

Percent of shares owned by C1 holders		44.6	%		44.1	%		69.2	%		68.9	%
Percent of shares owned by Forum		29.3	%		30.1	%		4.9	%		5.3	%
Percent of shares owned by PIPE investors		26.1	%		25.8	%		25.9	%		25.8	%


	Scenario 1 Combined (Assuming No Redemptions into Cash)				Scenario 2 Combined (Assuming Maximum Redemptions into Cash)
	Nine Months Ended September 30, 2017		Year Ended December 31, 2016		Nine Months Ended September 30, 2017		Year Ended December 31, 2016
Weighted average shares calculation, basic
Existing C1 holders		30,707,970		30,707,970		47,957,970		47,957,970
PIPE investors		17,959,375		17,959,375		17,959,375		17,959,375
Forum holders		20,215,039		20,910,375		3,417,800		3,660,375

Weighted average shares, basic and diluted		68,882,384		69,557,720		69,335,145		69,557,720


	Scenario 1 Combined (Assuming No Redemptions into Cash)						Scenario 2 Combined (Assuming Maximum Redemptions into Cash)
	Nine Months Ended September 30, 2017			Year Ended December 31, 2016			Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Weighted average shares calculation, diluted
Forum holders		20,215,039			20,910,375			3,417,800			3,660,375
Forum shares issued in Business Combination		30,707,970			30,707,970			47,957,970			47,957,970
Shares issued to PIPE		17,959,375			17,959,375			17,959,375			17,959,375
Unit purchase options		—			1,800,000			—			1,800,000

Weighted average shares outstanding		68,882,384			71,377,720			69,335,145			71,377,720

Percent of shares owned by C1 holders		44.6	%		43.0	%		69.2	%		67.2	%
Percent of shares owned by Forum		29.3	%		31.8	%		4.9	%		7.6	%
Percent of shares owned by PIPE investors		26.1	%		25.2	%		25.9	%		25.2	%


	Scenario 1 Combined (Assuming No Redemptions into Cash)				Scenario 2 Combined (Assuming Maximum Redemptions into Cash)
	Nine Months Ended September 30, 2017		Year Ended December 31, 2016		Nine Months Ended September 30, 2017		Year Ended December 31, 2016
Weighted average shares calculation, diluted
Existing C1 holders		30,707,970		30,707,970		47,957,970		47,957,970
PIPE investors		17,959,375		17,959,375		17,959,375		17,959,375
Forum holders		20,215,039		22,710,375		3,417,800		5,460,375

Weighted average shares, basic and diluted		68,882,384		71,377,720		69,335,145		71,377,720

The computation of diluted loss per share for the nine months ended September 30, 2017 excludes the effect (1) 1,125,000 shares of Common Stock, warrants to purchase 562,500 shares of Common Stock and rights that convert into 112,500 shares of Common Stock in the UPO and (2) warrants to purchase 8,936,250 shares of common stock because the inclusion of any of these securities would be anti-dilutive.

The computation of diluted loss per share for the year ended December 31, 2016 excludes the effect warrants to purchase 8,936,250 shares of Common Stock because the inclusion of these securities would be anti-dilutive.

SPECIAL MEETING OF FORUM STOCKHOLDERS

General

Forum is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the board of directors for use at the Special Meeting to be held on , 2018 and at any adjournment or postponement thereof. This proxy statement/prospectus provides Forum’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on , 2018, at a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of Forum Common Stock at the close of business on , 2018 which is the Record Date. You are entitled to one vote for each share of Forum Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were shares of Common Stock outstanding, of which are Public Shares, are Founder Shares held by the Sponsor and are Placement Shares held by the Sponsor.

Vote of the Sponsor, Directors and Officers

In connection with the Forum IPO, Forum entered into agreements with each of its Sponsor, directors and officers pursuant to which each agreed to vote any shares of Common Stock owned by it in favor of the Business Combination Proposal and for all other proposals presented at the Special Meeting. These agreements apply to the Sponsor as it relates to the Founders Shares and any Placement Shares and the requirement to vote such shares in favor of the Business Combination Proposal and for all other proposals presented to Forum stockholders in this proxy statement/prospectus.

Forum’s Sponsor, directors and officers and EBC have waived any redemption rights, including with respect to shares of Class A Common Stock issued or purchased in the Forum IPO or in the aftermarket, in connection with Business Combination. The Founders Shares and the Placement Shares held by the Sponsor and the Representative Shares have no redemption rights upon Forum’s liquidation and will be worthless if no business combination is effected by Forum by April 12, 2019.

Quorum and Required Vote for Proposals

A quorum of Forum stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Common Stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy at the Special Meeting.

Incentive Plan Proposal and the ESPP Proposal will not be presented to the Forum stockholders for a vote. The approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the consummation of the Business Combination. The Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal, and the ESPP Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is conditioned on the approval of the Pre-Merger Charter Amendment Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal, and the ESPP Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then Forum will not consummate the Business Combination. If Forum does not consummate the Business Combination and fails to complete an initial business combination by April 12, 2019 Forum will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Abstentions and Broker Non-Votes

Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote “AGAINST” the Proposals. Accordingly, a failure to vote by proxy or to vote in person or an abstention from voting with regard to the Proposals will have the same effect as a vote “AGAINST” the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposal and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Escrow Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and Adjournment Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

Recommendation of Forum’s Board of Directors

The board of directors has unanimously determined that each of the proposals is fair to and in the best interests of Forum and its stockholders, and has unanimously approved such proposals. The board of directors unanimously recommends that stockholders:

•

vote “FOR” the Pre-Merger Charter Amendment Proposal;

•

vote “FOR” the Business Combination Proposal;

•

vote “FOR” the Escrow Amendment Proposal;

•

vote “FOR” the Nasdaq Proposal;

•

vote “FOR” the Post-Merger Charter Amendment Proposal;

•

vote “FOR” the Incentive Plan Proposal;

•

vote “FOR” the ESPP Proposal; and

•

vote “FOR” the Adjournment Proposal, if it is presented to the meeting.

When you consider the recommendation of Forum’s board of directors in favor of approval of the Proposals, you should keep in mind that the Sponsor, members of Forum’s board of directors and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:

•

as a condition to the Forum IPO, all of the Founders Shares were placed into an escrow account and would be released from escrow only if specified conditions were met. In particular, subject to certain limited exceptions, all Founders Shares would be held in escrow for one year following the consummation of an initial business combination. However, 50% of the Founders Shares could be released from escrow immediately if the Forum Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after the date of the consummation of an initial business combination. In connection with the Business Combination, Forum, the Sponsor, C1, and Clearlake entered into the Sponsor Earnout Letter and Amendment to Escrow Agreement, which amends the Escrow Agreement dated April 6, 2017, by and among the Sponsor, Forum and Continental Stock Transfer & Trust Company, to release all of the Founders Shares held by the Sponsor from escrow to enable: (a) cancellation of 1,078,125 Founders Shares immediately upon consummation of the Business Combination, (b) subjecting 2,156,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (c) release of 1,078,125 Founders Shares from escrow immediately upon consummation of the Business Combination;

•

the Placement Units, including the Placement Shares, Placement Rights and Placement Warrants, purchased by the Sponsor will be worthless if a business combination is not consummated;

•

the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination;

•

the fact that Sponsor has agreed not to redeem any of the Founders Shares and Placement Shares in connection with a stockholder vote to approve a proposed initial business combination;

•

Voting Your Shares

Each Forum Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of Forum Common Stock at the Special Meeting:

•

You Can Vote By Signing and Returning the Enclosed Proxy Card . If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Forum’s board of directors “FOR” the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Post-Merger Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•

You Can Attend the Special Meeting and Vote in Person . When you arrive, you will receive a ballot that you may use to cast your vote.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Forum can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify Forum’s secretary in writing before the Special Meeting that you have revoked your proxy; or

•

you may attend the Special Meeting, revoke your proxy, and vote in person as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your Forum Common Stock, you may call , Forum’s proxy solicitor, at or email at .

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Post-Merger Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal. Under Forum’s bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Pursuant to Forum’s Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two (2) business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the Forum IPO (calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to it to pay the Company’s franchise and income taxes ). For illustrative purposes, based on funds in the Trust Account of approximately $174.8 million on November 30, 2017, the estimated per share redemption price would have been approximately $10.13.

In order to exercise your redemption rights, you must:

•

affirmatively vote either for or against the Business Combination Proposal;

•

check the box on the enclosed proxy card to elect redemption;

•

check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock;

•

prior to 5:00 PM Eastern time on , 2017 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, Forum’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30 ^th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

and

•

deliver your Public Shares either physically or electronically through DTC to Forum’s transfer agent at least two (2) business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Forum’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Forum does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with Forum’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Forum’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Forum’s transfer agent return the shares (physically or electronically). You may make such request by contacting Forum’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of Forum Common Stock as they may receive higher proceeds from the sale of their Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of Forum Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Forum Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of Forum Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Entity, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved and Forum does not consummate an initial business combination by April 12, 2019, Forum will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders and the Rights and Warrants will expire worthless.

Appraisal Rights

Forum stockholders do not have appraisal rights in connection with the Business Combination or the other proposals.

Proxy Solicitation

Forum is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Forum and its directors, officers and employees may also solicit proxies in person. Forum will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Forum will bear the cost of the solicitation.

Forum has hired to assist in the proxy solicitation process. Forum will pay that firm a fee of $ , plus disbursements.

Forum will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Forum will reimburse them for their reasonable expenses.

PRE-MERGER CHARTER AMENDMENT PROPOSAL

Background and Overview

We are seeking stockholder approval of an amendment of the Charter (the “ Pre-Merger Amendment ”) to increase the number of authorized shares of Class A Common Stock from 40,000,000 to 200,000,000 for the purpose of carrying out the Business Combination.

Why Forum Needs Stockholder Approval

Based on the number of shares of Class A Common Stock that Forum expects to issue to the C1 Equityholders in connection with the Business Combination, including with respect to the earnout provisions in the Merger Agreement, Forum does not have sufficient shares of Class A Common Stock authorized to issue the shares of Class A Common Stock deliverable to the C1 Equityholders at the Closing and in the event the earnout provisions in the Merger Agreement are met. Accordingly, we are seeking stockholder approval to increase the authorized Class A Common Stock from 40,000,000 to 100,000,000 shares.

Effect of Proposal

If approved, the number of authorized shares of Class A Common Stock will increase from 40,000,000 to 200,000,000. If the Business Combination Proposal is not approved, the Pre-Merger Amendment will not be filed with the Secretary of State of the State of Delaware.

Vote Required for Approval

The Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal, and the ESPP Proposal are conditioned on the approval of the Pre-Merger Charter Amendment Proposal at the Special Meeting.

This Pre-Merger Charter Amendment Proposal will be approved and adopted only if the holders of at least a majority of the outstanding shares of Forum Common Stock vote “FOR” the Pre-Merger Charter Amendment Proposal and each of the Business Combination Proposal, the Post-Merger Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESSP Proposal are approved at the Special Meeting. Failure to vote by proxy or to vote in person at the Special Meeting or an abstention from voting will have the same effect as a vote “AGAINST” the Pre-Merger Charter Amendment Proposal.

Recommendation of the Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS

VOTE “FOR” APPROVAL OF THE PRE-MERGER CHARTER AMENDMENT PROPOSAL.

THE BUSINESS COMBINATION PROPOSAL

General

Holders of Forum Common Stock are being asked to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Business Combination. Forum stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “— The Merger Agreement ” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

Because Forum is holding a stockholder vote on the Business Combination, Forum may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of Forum Common Stock as of the Record Date for the Special Meeting.

The Merger Agreement

The subsections that follow this subsection describe the material provisions of the Merger Agreement, but do not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A hereto, which is incorporated herein by reference. Stockholders and other interested parties are urged to read the Merger Agreement carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Business Combination.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates, which may be updated prior to the closing of the Business Combination. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the disclosure schedules attached thereto which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision.

General Description of the Merger Agreement

The subsections that follow this subsection describe the material provisions of the Merger Agreement, but do not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A hereto, which is incorporated herein by reference. Stockholders and other interested parties are urged to read the Merger Agreement, carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the business combination.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the disclosure schedules and exhibits attached thereto which are not filed publicly and which may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that differ from what may be viewed as material to investors. The representations and warranties in the Merger Agreement and the items listed in the disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read in conjunction with the information provided elsewhere in this Registration Statement.

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On November 30, 2017, Forum Merger Corporation, a Delaware corporation (“ Forum ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Forum, FMC Merger Subsidiary Corp., a Delaware corporation (“ Merger Sub I ”) and a wholly- owned subsidiary of Forum, FMC Merger Subsidiary LLC, a Delaware limited liability company (“ Merger Sub II ,” and together with Merger Sub I, the “ Merger Subs ”) and a wholly-owned subsidiary of Forum, C1 Investment Corp., a Delaware corporation, (“C1”), and Clearlake Capital Management III, L.P., in the capacity thereunder as the representative for C1’s securityholders (the “ Seller Representative ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

The Agreement provides for a two-step merger: (ii) the merger of Merger Sub I with and into C1 (the “ First Merger ”), with C1 continuing as the surviving corporation (the “ Surviving Corporation ”) and as a wholly-owned subsidiary of Forum; and (ii) the merger of the Surviving Corporation with and into Merger Sub II (the “ Second Merger ” and together with the First Merger, the “ Mergers ”), with Merger Sub II continuing as the surviving entity (the “ Surviving Entity ”) in the Second Merger. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “ Effective Time ”): (a) all shares of C1’s Class A Common Stock and Class B Common Stock (the “ C1 Stock ”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into the right to receive the Total Consideration, with each holder of C1 Stock being entitled to receiving its Pro Rata Share of the Total Consideration; (b) each outstanding option, warrant or other right to subscribe or purchase any C1 Stock or securities convertible into or exchange for, or that otherwise confer on the holder any right to acquire any C1 Stock (collectively, “ Company Convertible Securities ”) (other than Company Options), if not exercised or converted prior to such time, will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into shares of C1 Stock or if exercised prior to such time, will have the resulting shares of C1 Stock issued upon such exercise treated as outstanding shares of C1 Stock; and (c) each outstanding Company Option that is unvested as of the Effective Time will become fully vested and exercisable as of the Effective Time (each such Company Option subject to such accelerated vesting, an “ Accelerated Option ”). Each Company Option that is outstanding and unexercised as of the Effective Time shall be converted into the right to receive, (i) with respect to each share of company stock subject to such Company Option, and without interest, an amount of Merger Consideration equal the Pro Rata Share of the Merger Consideration applicable to such share of C1 Stock subject to such Company Option minus the per-share exercise price of such Company Option and (ii) their Pro Rata Share of the Earnout Consideration (as defined below), in each case, as provided in the Merger Agreement; provided, however that in order to receive an installment of the applicable Pro Rata Share of the Earnout Consideration, the holder of an Accelerated Option must be an employee of, or in service to, Forum or the Surviving Entity, or their respective subsidiaries, at the time such installment is paid or issued, and must deliver a duly executed option cancellation agreement prior to the Effective Time.

Merger Consideration

The aggregate consideration to be paid pursuant to the Merger Agreement to C1 Equityholders as of the Closing (the “ C1 Equityholders ”) will be equal to an amount equal to (the “ Merger Consideration ”) (i) $1,137,000,000, minus (ii) the indebtedness of C1 and its subsidiaries (the “ Target Companies ”), plus (iii) the cash of the Target Companies, together with the amount of any C1 transaction expenses that are paid prior to the closing of the Mergers (the “ Closing ”), and plus (iv) the cash amount paid an d indebtedness incurred by the Target Companies for any business acquisitions that they make between the signing of the Merger Agreement and the Closing (the “ Net Acquisition Amount ”). Additionally, C1 Equityholders will have the contingent right to receive additional consideration from Forum based on the performance of Forum and its subsidiaries, including the Surviving Entity, for the calendar years 2018, 2019 and 2020, as described below (the “ Earnout Payments ,” and together with the Merger Consideration , the “ Total Consideration ”). The Merger Consideration will be paid in the form of: (i) cash from Forum and/or the Target Companies (the “ Cash Consideration ”) in an amount equal to (A) the total cash and cash equivalents of Forum (the “ Forum Cash ”), including funds from the private placement equity investment (the “ PIPE Investment ”) made by Forum and the remaining funds in the Trust Account, after giving effect to the completion of the redemption by Forum of its shares of Class A Common Stock from its public stockholders as required by Forum’s amended and restated certificate of

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incorporation in connection with Forum’s initial business combination (the “ Redemption ”), plus (B) the cash of the Target Companies to the extent that they are permitted to be distributed pursuant to the loan documents of the Target Companies (“ Permitted Closing Cash ”), minus (C) $25,000,000; and (ii) a number of shares of Class A Common Stock of Forum, valued at a price per share equal to the price at which each share of Forum Common Stock is redeemed or converted pursuant to the Redemption (the “ Redemption Price ”), equal to the (a) Merger Consideration less (b) the Cash Consideration, less (c) the Deferred PIPE Closing Amount and (iii) a deferred payment equal to Deferred Pipe Closing Amount (the “ Deferred Payment ”) to be paid upon the consummation of the Deferred PIPE Closing.

The Merger Consideration will be paid at the Closing based on estimated numbers and will be subject to a post-closing two way true-up adjustment to the extent that the finally determined Merger Consideration varies from the estimated Merger Consideration, except that if the adjustment in either direction is less than $2,000,000, no adjustment or payments will be made. Any such true-up adjustments will be paid by delivery of Forum Common Stock valued at the Redemption Price, with Forum delivering additional shares to C1 Equityholders if the finally determined Merger Consideration is higher than the estimated Merger Consideration, and the C1 Equityholders forfeiting Forum Common Stock on a pro rata basis if the finally determined Merger Consideration is less than the Estimated Merger Consideration.

After the Closing, subject to certain terms and conditions set forth in the Merger Agreement, C1 Equityholders will have the contingent right to receive the Earnout Payments from Forum in connection with the calendar years 2018, 2019 and 2020 (each such calendar year, an “ Earnout Year ” and such three-year calendar period, the “ Earnout Period ”). Earnout EBITDA will be measured beginning on the last calendar day of each fiscal quarter after the Closing Date and ending with the last fiscal quarter of 2020 (each, a “ Measurement Date ”), and will be as defined in the term loan agreement of C1’s subsidiary, which looks at the consolidated earnings before interest, taxes, depreciation and amortization, and makes certain normalization and other modifications and adjustments thereto, including to treat any business acquisitions on a pro forma basis for the trailing twelve month period. The Earnout EBITDA for the applicable Measurement Date will be determined by Forum’s Chief Financial Officer within five days after the 10-Q or 10-K is filed and be subject to a review process by the Seller Representative and the Parent Representative (as described below) and an independent expert dispute resolution mechanism.

In the event that (i) the trailing four quarter Earnout EBITDA as of the end of any fiscal quarter after the Closing within calendar year 2018 exceeds $144,000,000 (the “ 2018 Target ”), (ii) the trailing four quarter Earnout EBITDA as of the end of any fiscal quarter within calendar year 2019 exceeds $155,000,000 (the “ 2019 Target ”), or (iii) the trailing four quarter Earnout EBITDA as of the end of any fiscal quarter within calendar year 2019 exceeds $165,000,000 (the “ 2020 Target ” and together with the 2018 Target and 2019 Target, the “ Earnout Targets ”), then for each Earnout Target that is achieved as of a given Measurement Date, the Company Securityholders shall receive additional consideration from Forum (a “ Regular Earnout Payment ”) of (A) 3,300,000 Forum Common Stock (an “ Earnout Stock Payment ”) and (B) cash in an amount equal to $33,000,000 (an “ Earnout Cash Payment ”).

In the event that the applicable Earnout Target is not met for any Earnout Year, but the Earnout Target is achieved for a subsequent Earnout Year, the C1 Equityholders will be entitled to receive the Regular Earnout Payments for any Earnout Years in which the Earnout Target was not previously achieved, payable at the same time as the Regular Earnout Payment for the current Earnout Year (each such payment, a “ Catchup Earnout Payment ”). In the event that the applicable Earnout Target for a future Earnout Year is achieved in the current Earnout Year, then the C1 Equityholders will be entitled to receive in addition to and at the same time as the Regular Earnout Payment for the current Earnout Year, the Regular Earnout Payment for such future Earnout Year (each such payment, an “ Accelerated Earnout Payment ”). In the event that there is a change of control of Forum during the Earnout Period, then any Regular Earnout Payments that have not previously been paid by Forum (whether or not previously earned) shall be deemed earned and due by Forum to the C1 Equityholders upon such Change of Control (such payment, a “ Change of Control Earnout Payment ” and collectively with the Regular Earnout Payments, Catchup Earnout Payments and Accelerated Earnout Payments, the “ Earnout

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Payments ”). In any event, the Company Securityholders will not be entitled to receive more than one Earnout Payment attributable to each Earnout Year. The Earnout Payments will be payable within 10 business days after it is determined that they are owed (other than any Change of Control Earnout. Payments, which will be due upon the applicable change of control).

In the event that at any time an Earnout Cash Payment is due (including as a result of a Catchup Earnout Payment, Accelerated Earnout Payment or Change of Control Earnout Payment), such Earnout Cash Payment exceeds either (a) the amount of cash available to Forum that is permitted to be distributed and paid under its debt documents or (b) the amount that can be paid without causing the ratio of the consolidated Indebtedness of Forum and its subsidiaries to Earnout EBITDA (assuming full payment of the Earnout Cash Payment) to exceed 4.5 to 1, then Forum will only pay in cash the amount that it can be paid without exceeding such limits and any shortfall in the amount owed (the “ Earnout Cash Payment Shortfall ”) will at the option of the Seller Representative either (i) be paid by delivery of an additional number of Forum Common Shares valued at the trailing 20 trading day volume-weighted average price as of the end of the Measurement Date on which the Earnout Payment was achieved (the “ Earnout Cash Payment Shortfall Shares ”) or (ii) defer the payment of the Earnout Cash Payment Shortfall until the following Measurement Date. If the Earnout Cash Payment Shortfall is deferred, then the Seller Representative will have the option on each succeeding Measurement Date until the end of the Earnout Period to elect to be paid the Earnout Cash Payment Shortfall Shares (which will still be valued based on the trailing 20 trading day volume-weighted average price as of the end of the Measurement Date on which the original applicable Earnout Payment was achieved) in full satisfaction of the Earnout Cash Payment Shortfall or to continue to defer payment of the Earnout Cash Payment Shortfall. At the end of the Earnout Period, any remaining Earnout Cash Payment Shortfall shall automatically be converted into the Earnout Cash Payment Shortfall Shares.

Further, notwithstanding the above provisions, the allocation of Total Consideration as among cash and Forum Common Stock payable to C1 Equityholders shall be adjusted, by decreasing the cash portion and correspondingly increasing the portion of Total Consideration paid in Forum Common Stock, if and to the extent necessary to ensure that the C1 Equityholders receive sufficient Forum Common Stock such that, when aggregated with Forum Common Stock previously paid as Total Consideration to the C1 Equityholders (if any), the amount of Forum Common Stock is not less than the minimum amount of Forum Common Stock necessary to satisfy the requirements for qualification as a reorganization under Section 368(a)(1)(A) of the Code.

Post-Business Combination Ownership of the Combined Entity

Immediately after the Closing and the Business Combination, Forum, which will be renamed ConvergeOne, Inc., will own 100% of the membership interests of the Surviving Entity, the successor to C1 which will be named C1 Investment LLC.

Based on the assumptions that the Merger Consideration is $614,314,233, the Stock Consideration is $311,071,736, with the Redemption Price being $10.13 per share, that the PIPE Investment closes for gross proceeds of $143,675,000, and excluding any warrants, options, convertible debt or other convertible securities of Forum that are issued and outstanding as of the date hereof (other than the Forum rights which will be converted at the Closing for 1/10 ^th of a Forum Common Share each) and assuming no redemptions of Forum’s public shares, (i) Forum’s public stockholders (excluding the Sponsor) will each own approximately 27.5% of Forum, (ii) the Sponsor and affiliates (assuming that the Sponsor Earnout Shares are not forfeited) will own approximately 2.5% of Forum, (iii) the PIPE Investors will own approximately 25.8% of Forum and (iv) the C1 Equityholders will own approximately 44.1% of Forum; and assuming redemption by holders of 1,897,500 Forum public shares, (i) Forum’s public stockholders (excluding the Sponsor) will each own approximately 2.7%

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of Forum, (ii) the Sponsor and affiliates (assuming that the Sponsor Earnout Shares are not forfeited) will own approximately 2.5% of Forum, (iii) the PIPE Investors will own approximately 25.8% of Forum and (iv) the C1 Equityholders will own approximately 68.9% of Forum.

Representations and Warranties; Survival/Indemnification

The Merger Agreement contains customary representations and warranties by each of Forum, C1 and the Merger Subs relating to, among other matters, (1) due organization and good standing, (2) authorization and binding agreement, (3) governmental approvals, (4) non-contravention, (5) capitalization and subsidiaries, (6) financial statements, (7) absence of certain changes, (8) compliance with laws, (9) litigation, orders and permits, (10) taxes, (11) material contracts, (12) employees and employee benefit plans, (13) properties, (14) transactions with affiliates and related persons, (15) the Investment Company Act, (16) finders and brokers, (17) insurance, (18) certain business practices and (19) independent investigations.

Forum and the Merger Subs also made representations and warranties regarding, (1) SEC filings, (2) ownership of merger consideration shares, (3) the PIPE Investment, and (4) the Trust Account.

C1 also made representations and warranties regarding (1) intellectual property, (2) title to and sufficiency of assets, (3) environmental matters, (4) export control laws, (5) books and records, (6) top customers and suppliers, (7) government contracts, (8) information supplied and (9) disclosure. Many of the representations and warranties are qualified by materiality or Material Adverse Effect and/or the representing party’s knowledge. “ Material Adverse Effect ” as used in the Merger Agreement means with respect to any party, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, a material adverse effect to the business, assets, Liabilities, results of operations or condition (financial or otherwise) of such party and its subsidiaries, taken as a whole, or the ability of such party or any of its subsidiaries on a timely basis to consummate the transactions contemplated by this Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.

The representations and warranties made by the parties do not survive the Closing and there are no indemnification rights for another party’s breach.

Covenants of the Parties

Each party agreed in the Merger Agreement to use their commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, including covenants regarding (1) the provision of access to their properties, books and personnel, (2) the operation of their respective businesses in the ordinary course of business, (3) filing Forum’s reports required by the Securities and Exchange Act of 1934, as amended, and efforts regarding Nasdaq listing requirements, (4) no solicitation of other competing transactions, (5) no trading in Forum’s securities by C1 using Forum’s material non-public information, (6) notifications of certain breaches, consent requirements or other matters, (7) efforts to Closing and comply with all government authority requirements, (8) further assurances, (9) Forum’s filing of this Registration Statement and holding of the special stockholder meeting to approve the Business Combination and the other matters contemplated by the proxy contained in this Registration Statement, (10) C1’s stockholder meeting to approve the Merger Agreement and related transactions, (11) Forum’s efforts to complete the PIPE Investment, (12) public announcements, (13) confidentiality, (14) requirements to retain books and records, (15) indemnification of directors and officers and tail insurance; (16) use of funds in the trust account after the Closing, (17) security clearances of C1 by certain governmental authority and (18) listing of Forum common shares.

The parties also agreed to take all necessary actions so that the board of directors of Forum as of the Closing will consist of ten individuals. Two of the directors will be appointed by Forum prior to the Closing, both of

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which will be independent directors, and eight of the directors will be appointed by C 1 prior to the Closing, at least three of whom will be independent. The parties also agreed that the executive officers of Combined Entity immediately after the Closing will be the same as the executive officers of C1 immediately prior to the Closing.

Forum has agreed after the Closing to adopt a stated dividend policy and to use its commercially reasonable efforts to declare and pay a dividend in such amount as to provide an annual dividend yield to Forum’s stockholders of at least 1%, subject to the determination by Forum’s board of directors (i) that such dividend payment is permitted by applicable law and (ii) that Forum and its subsidiaries, on a consolidated basis, have a sufficient amount of unrestricted cash to make such dividend payment and still satisfy their respective existing liabilities and have sufficient reserves for future contingencies or future needs of the business of Forum and its subsidiaries.

In addition, Forum has agreed to file with the SEC a registration statement for the resale of Forum Common Stock acquired in the PIPE Investment and Forum securities of any holder that has registration rights with respect thereto within 30 days after the Closing and use its reasonable best efforts to cause such registration statement to be declared effective as promptly as practicable thereafter.

Conditions to the Closing

The Closing of the Merger Agreement is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Merger Agreement by the requisite vote of Forum’s stockholders and C1’s stockholders; (ii) expiration of the applicable waiting period under any antitrust laws, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) receipt of requisite regulatory approval, (iv) no law or order preventing or prohibiting the Business Combination or the other transactions contemplated by the Merger Agreement or the Closing; (v) Forum having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and the PIPE Investment; (vi) the consummation of PIPE Investment; (vii) the election or appointment of members to Forum’s board of directors in accordance with the Merger Agreement; and (viii) the effectiveness of this Registration Statement.

In addition, unless waived by C1, the obligations of C1 to consummate the Business Combination is subject to the fulfillment of certain closing conditions, including but not limited to the following:

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The representations and warranties of Forum being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect with respect to Forum);

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Forum and the Merger Subs having performed in all material respects its obligations under the Merger Agreement;

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Absence of any Material Adverse Effect with respect to Forum since the date of the Merger Agreement which is continuing and uncured;

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Forum Cash being at least $125,000,000;

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The Forum Common Shares to be issued in the Business Combination having been approved for listing on Nasdaq Capital Market;

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Delivery of certificate of good standing of Forum and Forum’s officer and secretary certificates certifying compliance with certain obligations under the Merger Agreement;

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Filing of the second amended and restated certificate of incorporation of Forum; and

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Company having received a copy of duly executed registration rights agreements and lock-up agreements by Forum.

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Unless waived by Forum, the obligations of Forum and the Merger Subs to consummate the Business Combination is subject to the satisfaction of the following conditions:

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The representations and warranties of C1 being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect with respect to any Target Company);

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C1 having performed in all material respects its obligations under the Merger Agreement;

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Absence of any Material Adverse Effect with respect to any Target Company since the date of the Merger Agreement which is continuing and uncured;

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Receipt of a comfort letter from C1’s independent accountant auditing firm with respect to the financial statements of any of the Target Companies included as part of this Registration Statement (directly or as part of any pro forma financial statements included therein) at the time of the effectiveness of this Registration Statement and as of the Closing Date;

•

Delivery of certificates of good standing for each Target Company and C1’s officer and secretary certificates certifying compliance with certain obligations under the Merger Agreement;

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Forum having received a copy of duly executed registration rights agreements and lock-up agreements by each Company Securityholder, and a duly executed option cancellation agreement from each holder of a Company Option;

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Forum having received a duly executed corporate legal opinion from C1’s counsel;

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Forum having received evidence that C1 shall have accelerated all Company Options and terminated, extinguished and cancelled in full any issued or outstanding Company Convertible Securities or commitments therefor; and

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Forum having received evidence that certain Contracts involving the Target Companies and/or Company Securityholders shall have been terminated with no further obligation or liability of the Target Companies thereunder.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including:

•

by mutual consent of C1 and Forum;

•

by either Forum or C1 if any of the conditions to the Closing have not been satisfied or waived by March 31, 2018 (the “ Outside Date ”), provided that this termination right shall not be available to (i) Forum if the breach or violation by Forum or its affiliates of any representation, warranty, covenant or obligation under the Merger Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date or (ii) C1 if any action or omission by a Target Company or its affiliates (including any acquisitions that individually or in the aggregate would require the preparation of pro forma financial statements pursuant to Regulation S-X) was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

•

by either Forum or C1 if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement, and such order or other action has become final and non-appealable;

•

by either Forum or C1 if there has been a material breach by the other party of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, such that the related closing condition would not be met, and such breach is not cured within the earlier of (i) 20 days the non-breaching party receives notices of such breach, or (ii) by the Outside Date;

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•

by Forum if there has been a Material Adverse Effect on C1 or its subsidiaries, which is uncured and continuing within 20 days after written notice provided by Forum;

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by either Forum or C1 if approval for the Business Combination and the other matters submitted for Forum stockholder approval in the proxy statement contained in this Registration Statement are not obtained in the Forum stockholder meeting; and

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by either Forum or C1 if the approval of the matters submitted to C1’s stockholders at its special meeting of stockholders are not obtained.

If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination and termination fees, waiver against trust, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto except for liability for any fraud claims or willful breach of the Merger Agreement prior to such termination.

In the event that the Merger Agreement is terminated by C1 due to Forum’s breach of its representations and warranties regarding the PIPE Investment or the Trust Account or its covenants with respect to the PIPE Investment, then Forum shall pay to C1 a termination fee in an amount in cash equal to $2,500,000 (the “ Termination Fee ”), payable by Forum upon the earlier of Forum’s completion of its initial business combination with another person or entity thereafter or the dissolution and liquidation of Forum (solely to the extent of funds outside of the Trust Account after payment of the amounts owed to Forum public stockholders with respect to their Forum Common Shares in connection with such dissolution and liquidation).

Forum Parent Representative and Seller Representative

A majority of the disinterested independent directors of Forum (referred to as the “ Parent Representative ”) will decide certain matters relating to the post-Closing rights of Forum under the Merger Agreement and the ancillary documents, including any Merger Consideration adjustments and whether the Earnout Payments have been achieved.

Clearlake Capital Management III, L.P., is serving as the Seller Representative under the Merger Agreement, and in such capacity will represent Company Securityholders after the Closing with respect to certain matters under the Merger Agreement and the ancillary documents to which it is a party in such capacity.

Trust Account Waiver

C1 agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Forum’s Trust Account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Governing Law and Dispute Resolution

The Merger Agreement is governed by New York law, except any disputes related to any fiduciary duty, duty of loyalty, or other duty or obligation of C1’s or Forum’s respective boards of directors will be governed by Delaware law. Other than claims for injunctive or equitable relief (including specific performance to strictly enforce the terms of the Merger Agreement), and certain disputes relating to the post-Closing Merger Consideration adjustments and Earnout Payment determinations, any disputes under the Merger Agreement will be subject to arbitration by the American Arbitration Association to be held in Manhattan, New York. Any claims that are brought before a court will be subject to the exclusive jurisdiction of the state and federal courts in New York, New York (and appeals courts), and each party waived its rights to a jury trial in connection therewith. The parties are entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement in addition to any other remedy to which they are entitled at law or in equity.

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Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement (the “ Related Agreements ”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto as part of Annex A . Shareholders and other interested parties are urged to read such Related Agreements in their entirety.

Voting Agreement

Simultaneously with the execution of the Merger Agreement, Forum and C1 entered into a voting agreement (the “ Voting Agreement ”) with C1’s largest stockholder, Clearlake Capital Partners III (Master), L.P., which owns a majority of C1’s outstanding capital stock. Pursuant to the Voting Agreement, such stockholder agreed, among other things, to vote all of its shares of Company Stock in favor of the Merger Agreement and related transactions and to otherwise take certain other actions in support of the Merger Agreement and related transactions. The Voting Agreement prevents transfers of the Company Stock held by such stockholder between the date of the Voting Agreement and the date of the meeting of the Company’s stockholders.

Sponsor Earnout Letter

In accordance with the letter agreement entered into on November 30, 2017 (the “ Sponsor Earnout Letter ”) , by and among Forum Investors I, LLC, a Delaware limited liability company (the “ Sponsor ”), Forum, C1, Seller Representative, Continental Stock Transfer & Trust Company (“ Continental ”) and EarlyBirdCapital, Inc., the Sponsor has agreed that effective upon the Closing, with respect to the 4,312,500 shares of Class F Common Stock (the “ Forum Founder Shares ”) owned by the Sponsor, the Sponsor will (a) forfeit 1,078,125 of such shares upon the Closing and (b) subject 2,156,250 of such shares (the “ Sponsor Earnout Shares ”) to potential forfeiture in the event that the Earnout Payments are not achieved by C1 Stockholders, with one-third (1/3 ^rd ) of the Sponsor Earnout Shares becoming vested and no longer subject to forfeiture upon the Earnout Payment attributable for each Earnout Year being received by the Company Securityholders (whether in the form of a Regular Earnout Payment, Catchup Earnout Payment or Accelerated Earnout Payment), and in the event of a Change of Control Earnout Payment all of the Sponsor Earnout Shares shall vest and no longer be subject to forfeiture. Any Sponsor Earnout Shares that have not vested on or prior to the date that (i) all earned Earnout Payments have been made and (ii) it is finally determined that the Company Securityholders are not entitled to or eligible to receive any further Earnout Payments under the Merger Agreement, will be forfeited by the Sponsor after such date. The Sponsor also agreed in the Sponsor Earnout Letter (i) to not transfer any Sponsor Earnout Shares until they have become vested and are no longer subject to escrow pursuant to the Escrow Agreement (as further described in clause (B) below. (ii) on behalf of itself and its members and affiliates to waive any rights that it has under Forum’s amended and restated certificate of incorporation to the adjustment to the conversion ratio of the Forum Founder Shares in connection with the PIPE Investment and/or the Closing and any other rights that the Sponsor and/or its members or affiliates may have had to participate in the PIPE Investment. In consideration of the agreements by the Sponsor under the Sponsor Earnout Letter, the parties thereto, including Continental, as the escrow agent under the Stock Escrow Agreement, dated as of April 6, 2017 (the “ Escrow Agreement ”), by and among Continental, Forum and Sponsor, agreed to amend the Escrow Agreement so that in lieu of the escrow and lock-up provisions in the Escrow Agreement: (A) the Forum Founder Shares that are forfeited at the Closing are released from escrow for cancellation; (B) the Sponsor Earnout Shares will be subject to escrow and lock-up for a period from the Closing until 180 days thereafter (or if earlier, the date on which Forum consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Forum’s stockholders having the right to exchange either equity holdings in Forum for cash, securities or other property); provided that if the volume-weighted average price of Forum Common Shares for 15 trading days is at least $12.50 per share, then 25% of the Sponsor Earnout Shares will be released from escrow and lock-up under the Escrow Agreement (but still subject to the vesting requirements under the Sponsor Earnout Letter); and (C) all of the remaining Forum Founder Shares other than the Sponsor Earnout Shares and the shares that are forfeited at the Closing will be released from escrow and no longer be subject to any lock-up restrictions effective as of the Closing.

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Lock-Up Agreements

At the Closing, each C1 Equityholder will enter into a Lock-Up Agreement with Forum, in substantially the form attached to the Merger Agreement (each, a “ Lock-Up Agreement ”), with respect to their Forum Common Shares received in the Merger. In such Lock-Up Agreement, each Company Securityholder will agree that it will not, from the Closing until 180 days thereafter (or if earlier, the date on which Forum consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Forum’s stockholders having the right to exchange either equity holdings in Forum for cash, securities or other property) (the “ Lock-Up Period ”), (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of its Forum Common Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of its Forum Common Stock or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Forum Common Stock or other securities, in cash or otherwise. However, if the volume-weighted average price of Forum Common Stock for 15 trading days is at least $12.50 per share, then the Lock-Up Period for 25% of the securities covered by the Lock-Up Agreement that are then held by the C1 Equityholder will immediately expire thereafter.

Notwithstanding the transfer restrictions, each C1 Equityholder will be allowed to transfer any of its Forum Common Stock by gift or charitable contribution, by will or intestate succession upon death of the C1 Equityholder, pursuant to a court order or settlement agreement in connection with a divorce, or to any affiliate, to any immediately family members, trusts for the benefit of the C1 Equityholder or its immediately family members, if the C1 Equityholder is a trust, to the trustor or trust beneficiary, or as a distribution to partners or other equity holders, provided in each such case that the transferee thereof agrees to be bound by the restrictions set forth in the Lock-up Agreement. Additionally, each C1 Equityholder will be permitted to make transfers in connection with the exercise of stock options for C1 Common Stock, but the underlying C1 Common Stock will continue to be subject to the lock-up restrictions, or to a 10b5-1 trading plan in connection with its establishment, so long as such plan does not permit transfers of such shares during the Lock-Up Period, or in connection with a voting agreement in connection with a change of control transaction approved by Forum’s board of directors.

Registration Rights Agreement

At the Closing, Forum and certain C1 Equityholders and the Sponsor will enter into an amended and restated registration rights agreement, in substantially the form attached to the Merger Agreement (the “ Registration Rights Agreement ”). Under the Registration Rights Agreement, certain C1 Equityholders and the Sponsor will hold registration rights that obligate Forum to register for resale under the Securities Act of 1933, as amended (the “ Securities Act ”), all or any portion of the Common Stock issued as merger consideration under the Merger Agreement, including any Earnout Stock Payments, as well as shares of Common Stock held by the Sponsor or issuable upon the exercise of warrants held by the Sponsor. Stockholders holding a majority-in-interest of all such registrable securities will be entitled to make a written demand for registration under the Securities Act of all or part of the their registrable securities, so long as such shares are not then restricted under the Lock-Up Agreement. Subject to certain exceptions, if any time after the Closing, the Combined Entity proposes to file a registration statement under the Securities Act with respect to its securities, under the Registration Rights Agreement, the Combined Entity shall give notice to the C1 Equityholders and the Sponsor as to the proposed filing and offer such stockholders an opportunity to register the sale of such number of their registrable securities as they request in writing. In addition, subject to certain exceptions, such stockholders will be entitled under the Registration Rights Agreement to request in writing that Forum register the resale of any or all of their registrable securities on Form S-3 and any similar short-form registration statement that may be available at such time.

Under the Registration Rights Agreement, Forum will agree to indemnify such stockholders and certain persons or entities related to such stockholders against any losses or damages resulting from any untrue

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statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell registrable securities, unless such liability arose from their misstatement or omission, and such stockholders including registrable securities in any registration statement or prospectus will agree to indemnify the Combined Entity and certain persons or entities related to Forum against all losses caused by their misstatements or omissions in those documents.

Board of Directors and Management Following the Business Combination

The following persons are expected to serve as executive officers and directors following the Business Combination. For biographical information concerning the C1 executive officers and C1 designees to the board of directors, see “ Information about C1—Executive Officers and Directors . For biographical information concerning the Forum designees to the board of directors see “ Information About Forum—Management—Directors and Executive Officers .”


Name	Age		Position(s)
John A. McKenna, Jr. ⁽¹⁾		62	President and Chief Executive Officer and Chairman of the Board
Jeffrey Nachbor		53	Chief Financial Officer
Paul Maier		57	President, Services Organization
John F. Lyons		64	President, Field Organization
David Boris ⁽²⁾		57	Director
⁽²⁾			Director
Keith W. F. Bradley ⁽¹⁾		54	Director
Behdad Eghbali ⁽¹⁾		41	Director
José E. Feliciano		44	Director
Christopher Jurasek		52	Director
Prashant Mehrotra ⁽¹⁾		40	Director
James Pade ⁽¹⁾		33	Director
Timothy J. Pawlenty ⁽¹⁾		57	Director

(1)

C1 Designee

(2)

Forum Designee

Classified Board of Directors

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the Class I directors will be , and , and their terms will expire at the annual meeting of stockholders to be held in 2019;

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the Class II directors will be , and , and their terms will expire at the annual meeting of stockholders to be held in 2020; and

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the Class III directors will be , , and , and their terms will expire at the annual meeting of stockholders to be held in 2021.

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Interests of Forum’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of Forum’s board of directors in favor of approval of the Business Combination Proposal and the other proposals, you should keep in mind that the Sponsor and Forum’s directors and officers, have interests in such proposals that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

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As a condition to the Forum IPO, all of the Founders Shares were placed into an escrow account and would be released from escrow only if specified conditions were met. In particular, subject to certain limited exceptions, all Founders Shares would be held in escrow for one year following the consummation of an initial business combination. However, 50% of the Founders Shares could be released from escrow immediately if the Forum Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after the date of the consummation of an initial business combination. In connection with the Business Combination, Forum, the Sponsor, C1, Continental Stock Transfer & Trust Company, EBC and Clearlake entered into the Sponsor Earnout Letter and Amendment to Escrow Agreement, which amends the Escrow Agreement dated April 6, 2017, by and among the Sponsor, Forum and Continental Stock Transfer & Trust Company, to release all of the Founders Shares held by the Sponsor from escrow to enable: (a) cancellation of 1,078,125 Founders Shares immediately upon consummation of the Business Combination, (b) subjecting 2,156,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (c) release of 1,078,125 Founders Shares from escrow immediately upon consummation of the Business Combination;

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the Placement Units, including the Placement Shares, Placement Rights and Placement Warrants, purchased by the Sponsor will be worthless if a business combination is not consummated;

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the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination;

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the fact that Sponsor has agreed not to redeem any of the Founders Shares and Placement Shares in connection with a stockholder vote to approve a proposed initial business combination;

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Total Company Shares to be Issued in the Business Combination

It is anticipated that, upon completion of the Business Combination, the Company’s public stockholders (other than investors in the PIPE Investment) will retain an ownership interest of approximately 27.5% in the

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Combined Entity, the PIPE Investment investors will own approximately 25.8% of the outstanding common stock of the Combined Entity (such that public stockholders, including PIPE Investment investors, will own approximately 53.3% of the Combined Entity), the Sponsor will retain an ownership interest of approximately 2.5% in the Combined Entity and the C1 Equityholders will own approximately 44.1% of the outstanding common stock of the Combined Entity. This ownership interest assumes that no shares are elected to be redeemed and does not take into account Warrants to purchase common stock of the Combined Entity that may remain outstanding following the Business Combination.

These relative percentages reflects the automatic conversion of 17,872,500 Rights into approximately 1,787,250 shares of Class A Common Stock at the Closing. The ownership percentage with respect to the Combined Entity following the Business Combination assumes (i) no holders exercise redemption rights with respect to the Public Shares, and (ii) the UPO or the Warrants are not exercised. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company’s existing stockholders in the Combined Entity will be different.

Sources and Uses for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination.


Sources			Uses
Existing Cash in Trust Account	$	175	Cash Consideration to C1 Equityholders	$	303
PIPE Investment		144	C1 Equityholders’ Retained Equity Value		311
C1 Equityholders’ Retained Equity Value		311	Operating Cash		25
Cash		10	C1 Debt Assumed (9/30/2017)		530
C1 Debt Assumed (9/30/2017)		530

Total Sources	$	1,169	Total Uses	$	1,169

Certificate of Incorporation; Bylaws

Pursuant to the Agreement and Plan of Merger, upon the closing of the Business Combination, Forum’s bylaws will be amended and restated promptly to:

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reflect necessary changes and to be consistent with the proposed amended charter (for a full description of the proposed amendments to the charter see “ The Post-Merger Charter Amendment Proposal ;” and

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make certain other changes that our board of directors deems appropriate for a public operating company.

Name; Headquarters

The name of the Combined Entity will be ConvergeOne, Inc. and its headquarters will be located at 3344 Highway 149, Eagan, Minnesota 55121.

Background of the Business Combination

Forum is a blank check company incorporated in Delaware on November 17, 2016, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Business Combination was the result of an extensive search for a potential transaction utilizing the network and investing and operating experience of our management team and Board. The terms of the Business Combination were the result of extensive negotiations between our Sponsor and Clearlake Capital. The following is a brief description of the background of these negotiations, the Business Combination and related transactions.

Prior to the consummation of our IPO, neither Forum, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Forum.

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After our IPO, Forum commenced an active search for prospective businesses and assets to acquire. Management of Forum contacted and were contacted by a number of individuals and entities with respect to acquisition opportunities.

During that period, our management:

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considered and conducted an analysis of over 209 potential acquisition targets (other than C1); and

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ultimately engaged in detailed discussions, due diligence and negotiations with several target businesses or their representatives, entering into non-disclosure agreements with 17 of those potential acquisition targets and entering into one Letter of Intent for a business combination with a company (“ Company A ”) other than C1.

Company A is a specialty logistics provider. Over an approximately three-month period, Forum management and EBC, a financial advisor to Forum with respect to Company A, held numerous discussions and meetings with Company A management, controlling shareholders and lenders, including on-site visits at Company A’s executive offices and operating facilities. After completing its analysis, Forum determined that Company A did not represent the best opportunity for a successful business combination and management decided to focus on alternative opportunities.

On April 18, 2017, Marshall Kiev, Co-CEO and President of Forum, received an email from a representative of Evercore offering to discuss possible business combination opportunities for Forum. The Evercore representative indicated that he was aware of a company in the information technology services sector, C1, which he believed could be a potential merger partner for Forum. The Evercore representative indicated that he did not know if C1 would be interested in pursuing such a transaction but offered to reach out to the current owners to inquire about the opportunity if Forum had a strong interest in the sector. The Evercore representative also indicated that he had previously advised the majority stockholder of C1, Clearlake Capital Group, LP (“Clearlake”), in connection with Clearlake’s 2014 acquisition of C1 when he was employed by another financial institution.

On April 20, 2017, the Evercore representative organized a conference call with Messrs. Kiev, Stephen A. Vogel, Executive Chairman of Forum and David Boris, Forum’s Co-CEO and CFO. The Evercore representative discussed with Forum management C1’s operations and the business sectors in which it operates. Forum management expressed an interest in the opportunity. At a subsequent meeting at Evercore’s New York office on May 2, 2017, representatives of Evercore discussed the competitive landscape in the relevant industry sectors and C1’s positioning in these segments. Forum authorized Evercore to contact Clearlake and express its interest in exploring a potential business combination with C1.

On May 9, 2017 Messrs. Kiev, Vogel and Boris held a meeting attended by representatives of Evercore to discuss how C1 might be received by institutional investors as a public company. Following this meeting, Forum management held a conference call with representatives of Clearlake, which was attended by a representative of Evercore. During this call, the representatives of Clearlake provided background on their investment in C1 as well as expressing their willingness to explore a transaction in which Clearlake would retain control of C1 following the consummation of the business combination. The Forum management team and Clearlake discussed a potential business combination and both parties agreed to consider the matter further.

On May 19, 2017, to facilitate Forum’s diligence review with respect to a potential business combination involving C1, Forum entered into a non-disclosure agreement with C1 and began receiving and reviewing preliminary diligence materials. Following the execution of the non-disclosure agreement, Forum’s management team, commenced diligence efforts based on information provided by C1 and with the help of Evercore conducted research on C1, the industry in which C1 operates and comparable companies in the same sector as C1. This diligence review continued up through November 30, 2017.

On May 25, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore, to review C1’s financial performance and to discuss the other companies in the same sector as C1.

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On June 2, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore to discuss preliminary feedback received from Clearlake regarding a potential business combination with Forum.

On June 9, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore to prepare for a meeting with C1 and Clearlake that was scheduled to take place at Evercore’s offices on June 14, 2017. Representatives of Evercore discussed with Forum a potential capital structure for a possible transaction.

On June 14, 2017, Messrs. Kiev, Vogel and Boris met with Mr. John McKenna, CEO of C1 and representatives of Clearlake to discuss C1’s business in more detail and evaluate proposed deal structures. The meeting was attended by representatives of Evercore. Based on Clearlake’s expectations for the transaction, which it discussed at this meeting, the parties discussed the need to consummate a private financing in support of the transaction prior to the announcement of the transaction.

On June 16, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore to review and discuss feedback received on June 15, 2017 from Clearlake regarding potential transaction structures and terms.

On June 20, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore to review the possible responses to the feedback received on June 15, 2017 from Clearlake.

On June 27, 2017, the Board held a meeting in New York which Mr. Kiev, Mr. Vogel and Mr. Boris, were in attendance to discuss the status of the potential business combination with C1 and the contemplated transaction structure and terms. During this meeting, Mr. Kiev updated the Board on the status of the Forum’s review of potential acquisition targets, including the other potential targets in various stages of the pipeline and C1. Mr. Kiev updated the Board on the discussions with Clearlake regarding a potential business combination with C1, including the status of the Forum’s diligence to date and the then-current contemplated transaction structure and terms.

On July 24, 2017 and July 31, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore to discuss a potential transaction structure and potential terms for a potential transaction with C1.

On August 1, 2017, through August 13, 2017 Forum began drafting a letter of intent in consultation with Ellenoff Grossman and Schole LLP, counsel to Forum. Messrs. Kiev, Vogel and Boris had a telephonic conference with representatives of Evercore to review and discuss the draft letter of intent.

On August 9, 2017 Messrs. Kiev, Vogel and Boris had a telephonic conference with the Board to discuss the status of the potential business combination with C1 and a potential transaction structure and potential terms.

On August 14, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore to review and discuss the draft letter of intent.

On August 14, 2017, Forum submitted to Clearlake a proposed a non-binding letter of intent for a business combination with C1 (the “LOI”). This proposal included a $100 million private placement (the “PIPE”) to be committed prior to the execution of a definitive agreement related to a business combination with C1. The non-binding LOI also expressed the Company’s desire to continue diligence, and requested that C1 enter into exclusive negotiations with C1.

On August 18, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore to discuss Clearlake’s comments and questions on the LOI that representatives of Clearlake provided to representatives of Evercore telephonically on August 17, 2017.

On August 18, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Clearlake and Evercore to discuss the LOI and the due diligence plan.

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During the next several days, Forum and its representatives negotiated the proposed agreement and the LOI was executed on August 20, 2017. Immediately after the execution of the LOI, Forum and Evercore began work on arranging the required PIPE and continued the initial business due diligence analysis of C1.

On August 23, 2017 Mr. Kiev, sent an email to the Board with a copy of the executed LOI with C1 and background information about C1.

On August 24, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore to discuss and propose to Clearlake and C1 a potential timeline to complete the proposed transaction.

On August 28, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference attended by representatives of Evercore to review the timeline of the proposed transaction.

Starting on August 29, 2017, through November 29, 2017, Messrs. Kiev, Vogel and Boris held regular telephonic conferences with representatives of Evercore, Messrs. McKenna and Nachbor and representatives of Clearlake. In addition, during this time, Evercore arranged meetings with prospective PIPE investors and, together with Ellenoff Grossman & Schole LLP, Cooley LLP and Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to Evercore, negotiated non-disclosure agreements with the prospective PIPE investors. C1 and Forum, together with their respective counsel, also prepared, and representatives of Evercore reviewed, information concerning the proposed PIPE financing and C1 to deliver to the prospective PIPE investors (the “ PIPE Materials ”).

On August 30, 2017, Messrs. Vogel, Kiev, Boris met with Mr. McKenna and Mr. Jeff Nachbor, CFO of C1, at the recently acquired network operations center of Strategic Products and Services in New Jersey. The meeting was attended by a representative of Evercore. During this meeting, the management of C1 provided the Forum team with a detailed update on C1 operations and financial performance including the results of three acquisitions that C1 had recently closed or was in the process of completing in the third quarter of 2017.

During September and October, Forum and its financial advisors worked on arranging the financing necessary to complete the business combination with C1.

On September 4, 2017, Ellenoff Grossman & Schole LLP with input from Forum provided Cooley LLP, counsel to C1, a due diligence request list.

On September 6, 2017, Mr. Kiev, sent an email to the Board informing them that Evercore has started to market the PIPE on behalf of Forum and provide them a copy of the PIPE materials.

Starting on September 13, 2017 Messrs. Boris, Kiev and McKenna met, with a representative of Evercore in attendance, prospective PIPE investors in New York City, Boston and Connecticut and held telephonic conferences to discuss their interest in the PIPE. During these meetings, Messrs. Boris, Kiev and McKenna reviewed with the prospective PIPE investors certain information regarding C1’s business. The feedback and responses received from the potential investors regarding a potential business combination between the Company and C1 was generally positive.

On September 24, 2017, Mr. Kiev, sent an email to the Board containing the investor presentation and the PIPE Materials.

On October 4, 2017, Evercore discussed with representatives of Forum publicly available financial information about other companies in the same sector as C1.

On October 8, 2017, Mr. Kiev updated the Board on the PIPE marketing efforts and provided it with publicly available financial information about other companies in the same sector as C1.

October 13, 2017, Messrs. Kiev, Vogel and Boris held a telephonic conference with the Board to discuss the status of the potential business combination with CI, the contemplated transaction structure and terms. In

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addition, the Board discussed the status of the discussions with prospective investors in the PIPE. During this meeting, the Board discussed obtaining a fairness opinion and Mr. Boris updated the Board on his interviews with several potential financial advisor candidates. After the Board discussed the strengths and weaknesses of each financial advisor, the Board selected Cassel Salpeter, an independent investment banking firm, to render an opinion to the Board as to consideration to be issued and paid by Forum in the potential business combination was fair, from a financial point of view, to Forum and whether C1 had a fair market value equal to at least 80% of the balance of funds in Forum’s trust account. The Board then authorized Mr. Boris to contact representatives of Cassel Salpeter to finalize the terms of its engagement with Forum.

In late October and early November, management of Forum and Clearlake discussed the potential benefits of increasing the amount of capital being raised in the PIPE transaction in excess of $100 million. The parties agreed that having secured a substantial amount of institutional interest in the proposed business combination before the execution of the definitive agreement would be a substantial benefit to Forum. Based on these discussions, Forum management agreed to make a substantial portion of the Founder Shares subject to CI achieving the negotiated earn-out targets following the consummation of the business combination. Clearlake agreed to partially reduce its potential earn-out shares to allow Forum management to regain a portion of these shares if the earn-out targets were achieved. Forum and its advisors worked with Clearlake over the next several weeks to determine a structure for the earn-out shares that would achieve the goals of each party.

On October 20, 2017, Cowen & Company (“ Cowen ”) was engaged to provide additional capital markets advisory services including with respect to the contemplated PIPE. Forum management, CI management, with representatives of Evercore and Cowen in attendance, met with certain institutional investors in New York and Boston with respect to the PIPE.

On November 1, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference with representatives of Cowen, Evercore and EBC to review new potential terms for the PIPE, including the restructuring of the Founders Shares.

On November 7, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference with the Board to discuss the status of the potential business combination with CI and the contemplated transaction structure and terms.

On November 9, 2017, EBC was engaged to provide additional capital markets advisory services including the contemplated PIPE financing. Forum management, CI management and representatives of Evercore and EarlyBird spoke with certain institutional investors with respect to the PIPE.

On November 9, 2017 Mr. Kiev sent an email to the Board with the updated terms of the PIPE and the updated public company comparable analysis and the status of the potential business combination with CI.

On November 10, 2017, Ellenoff Grossman & Schole LLP provided an initial draft of the Merger Agreement to Cooley LLP and Hogan Lovells LLP, counsel to Clearlake. Between November 10, 2017 and November 29, 2017, representatives of Forum, representatives of CI and representatives of Ellenoff Grossman & Schole LLP, Cooley LLP, and Hogan Lovells LLP, negotiated the terms of the definitive Merger Agreement and Related Agreements. The parties of held various telephonic conferences to discuss and resolve the remaining open issues. In addition Forum, Evercore and representatives of Ellenoff Grossman & Schole LLP, Fried, Frank, Harris, Shriver & Jacobson LLP, and Cooley LLP also negotiated subscription agreements and other documentation with the prospective Investors in the PIPE.

On November 13, 2017, Cassel Salpeter was engaged to determine if the consideration to be issued and paid by Forum in the proposed business combination was fair, from a financial point of view, to Forum and whether C1 had a fair market value equal to at least 80% of the balance in the trust account.

On November 19, 2017, Mr. Kiev sent an email to the Board with a then-current Merger Agreement.

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On November 20, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference with the Board and a representative of Evercore and representatives from Ellenoff Grossman and Schole LLP to review the transaction with CI, a review of the public comparable and review a draft of the Merger Agreement, a draft of which was provided to the Board in advance of the meeting, and highlighted the open issues in the Merger Agreement for the Board. Representatives of Ellenoff Grossman & Schole LLP reviewed with the Board the terms of the Business Combination, including the Merger Agreement and the Related Agreements, copies of all of which were provided to the Board in advance of the meeting.

On November 23, 2017, Mr. Kiev sent an email to the Board with a revised draft of the Merger Agreement for their review.

On November 24, 2017, Mr. Kiev sent an email to the Board with a draft fairness opinion from Cassel Salpeter.

On November 26, 2017, Messrs. Kiev, Vogel and Boris had a telephonic conference with the Board and a representative of Evercore, representatives from Ellenoff Grossman and Schole LLP, Messrs. James Cassel, Scott Salpeter and Marcus Wei from Cassel Salpeter. The Board discussed transaction terms and evaluate the Business Combination. Representatives of Cassel Salpeter provided a presentation to the Board, a copy of which was provided to the Board in advance of the meeting, regarding Cassel Salpeter’s financial analysis with respect to Forum, C1 and the Business Combination. Thereafter, Cassel Salpeter rendered its oral opinion to the Board, (which was confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the same date), as to, as of November 26, 2017, (i) the fairness, from a financial point of view, to Forum of the Total Consideration to be paid by Forum in the Business Combination and (ii) whether C1 had a fair market value equal to at least 80% of the balance of funds in Forum’s trust account. The full text of the written opinion of Cassel Salpeter, which describes, among other things, the assumptions, qualifications, limitations and other matters considered in connection with the preparation of its opinion is attached as Annex F .

On November 30, 2017, the parties executed the Merger Agreement and the Subscription Agreements and other documentation related thereto. On the morning of December 1, 2017, before the stock market opened, Forum and ConvergeOne each announced the execution of the Master Transaction Agreement and the Business Combination.

Satisfaction of 80% Test

It is a requirement under Nasdaq listing rules that any business acquired by Forum have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of C1 considered in approving the transaction, including primarily a comparison of comparable companies, the Forum’s board of directors determined that C1 had a fair market value of approximately $1.14 billion. As of November 30, 2017, the date the Merger Agreement was executed, the balance of the funds in the Trust Account was approximately $174.8 million and the threshold amount for satisfaction of the 80% test was therefore approximately $170,156,000. Accordingly, the Forum’s board of directors determined that such test was met. Forum’s board of directors believes that the financial skills and background of its members qualify it to conclude that the Business Combination with met this test.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting Forum will be treated as the “acquired” company for financial reporting purposes. This determination primarily based on C1 stockholders having a majority of the voting power of the combined company, C1 comprising the ongoing operations of the combined entity, C1 comprising a majority of the governing body of the combined company, and C1’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of C1 issuing stock for the net assets of Forum, accompanied by a recapitalization. The net assets

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of Forum will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of C1.

Potential Purchases of Public Shares

In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of Forum’s directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of Forum’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and would include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the Trust Account.

The purpose of such purchases would be to increase the likelihood of obtaining stockholder approval of the Business Combination or, where the purchases are made by the Sponsor, directors, officers or advisors or their respective affiliates, to satisfy a closing condition in an agreement related to the Business Combination.

The Board’s Reasons for Approval of the Business Combination

Forum was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Forum has sought to capitalize on the ability of its management team to identify, acquire and partner with management to operate a business. Forum intended to focus on companies that have an enterprise value of $250 to 500 million or more, that are U.S.-based, have excellent management teams, have growth potential, and that would benefit from access to capital to fund acquisitions or working capital for organic growth.

The Business Combination was the result of a thorough search for a potential transaction utilizing the extensive network and investing and operating experience of Forum’s management team and board of directors. The terms of the Business Combination were the result of thorough negotiations between the representatives of Forum, C1 and Clearlake.

From the date of its IPO through execution of the Merger Agreement on November 30, 2017, Forum identified, evaluated and contacted over 209 potential acquisition target companies. In considering the proposed Business Combination, Forum’s Board considered in particular the following positive factors, although not weighted or in any order of significance:

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From 2014 to 2016, they served 52% of the Fortune 100, 40% of the Fortune 500, and 32% of the Fortune 1000. Their technical expertise and client-centric culture have led to long-standing, and expanding client relationships. With more than 1,180 highly skilled engineers and consulting professionals and approximately 290 sales professionals, they are able to deliver customized services and technology offerings to address the specific needs of their clients.

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Strong Competitive Position . Forum focused on C1’s growing market position in their respective category within the IT Services industry. Forum believes that they have some intellectual property advantages when compared to their competitors, which may help to protect their market position and profitability. Forum believes that C1 has a much large scale potential and will benefits by having long-standing vendor relationships and a diverse customer.

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Opportunity for Significant Revenue and Earnings Growth . C1 has the potential for significant revenue and earnings growth through a combination of organic growth, an acquisition opportunities. Forum believes C1 will continue to grow organically by further penetrating existing customers, expanding its customer base and developing and expanding its cross-selling efforts. C1 also aims to continue to opportunistically acquire high-quality businesses that meet its stringent acquisition criteria. C1 has an identified pipeline of potential acquisition candidates that C1’s management is focused on successfully executing over the next several years. Forum believes that C1, under new public ownership, will be able to access more efficient capital to provide currency for its consolidation strategy to further increase revenues and shareholder value.

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Benefit from Being a Public Company . Forum believes that C1 under new public ownership will have the flexibility and financial resources to pursue and execute a growth strategy to increase revenues and shareholder value and will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

Opinion of Financial Advisor to the Board of Directors of Forum

On November 26, 2017, Cassel Salpeter rendered its oral opinion to the Forum board (which was confirmed in writing by delivery of Cassel Salpeter’s written opinion dated such date), that, as of November 26, 2017, (i) the Total Consideration to be issued and paid to the ConvergeOne shareholders in the Mergers pursuant to the Merger Agreement was fair, from a financial point of view, to Forum and (ii) ConvergeOne had a fair market value equal to at least 80% of the balance of funds in Forum’s trust account.

The summary of Cassel Salpeter’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex F to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to any of Forum’s stockholders or any other security holders as to how such holder should vote or act with respect to any matter relating to the Mergers or otherwise.

The opinion was addressed to the Forum board for the use and benefit of the members of the Forum board (in their capacities as such) in connection with the Forum board’s evaluation of the Mergers. Cassel Salpeter’s opinion should not be construed as creating any fiduciary duty on Cassel Salpeter’s part to Forum or any other party to the Merger Agreement, any security holder of Forum or such other party, any creditor of Forum or such other party, or any other person. Cassel Salpeter’s opinion was just one of the several factors the Forum board took into account in making its determination to approve the Mergers, including those described elsewhere in this proxy statement/prospectus.

Cassel Salpeter’s opinion only addressed whether, as of the date of the opinion, (i) the Total Consideration to be issued in the Mergers pursuant to the Merger Agreement was fair, from a financial point of view, to Forum

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and (ii) ConvergeOne had a fair market value equal to at least 80% of the Trust Fund. It did not address any other terms, aspects, or implications of the Mergers or the Merger Agreement, including, without limitation, (i) any term or aspect of the Mergers that was not susceptible to financial analyses, (ii) other than assuming the consummations thereof prior to the Transaction, the PIPE Investment, (iii) the redemption obligations of Forum under its organizational documents (the “ Redemption ”), (iv) the fairness of the Mergers, or all or any portion of the Total Consideration, to any other security holders of Forum, ConvergeOne or any other person or any creditors or other constituencies of Forum, ConvergeOne or any other person, (v) the appropriate capital structure of Forum or ConvergeOne or whether Forum should be issuing debt or equity securities or a combination of both in the Mergers, (vi) any capital raising or financing transaction contemplated by Forum or ConvergeOne, nor (vii) the fairness of the amount or nature, or any other aspect, of any compensation or consideration payable to or received by any officers, directors, or employees of any parties to the Mergers or any class of such persons, relative to the total consideration in the Mergers pursuant to the Merger Agreement, or otherwise or of any other agreements or other arrangements entered into in connection with, or contemplated by the Merger Agreement including, without limitation, the Voting Agreement or the Registration Rights Agreement to be entered into in connection with the Mergers. Cassel Salpeter did not express any opinion as to what the value of shares of Forum’s Class A common stock actually will be when issued to the holders of ConvergeOne’s securities pursuant to the Merger or the prices at which shares of Forum Class A common stock may trade, be purchased or sold at any time , and Cassel Salpeter made no representation or warranty regarding the adequacy of its opinion or the analyses underlying its opinion for the purpose of Forum’s compliance with the terms of its Amended and Restated Certificate of Incorporation, the rules of any securities exchange or any other general or particular purpose..

Cassel Salpeter was not requested to, nor did Cassel Salpeter, seek alternative candidates for a transaction with Forum. Cassel Salpeter’s opinion did not address the relative merits of the Mergers as compared to any alternative transaction or business strategy that might exist for Forum, including the liquidation of Forum’s trust account or any Redemption, or the merits of the underlying decision by the Forum Board or Forum to engage in or consummate the Mergers. The structuring of the Mergers and the financial and other terms of the Mergers were determined pursuant to negotiations between the parties to the Merger Agreement without our participation and were not determined by or pursuant to any recommendation from Cassel Salpeter.

Cassel Salpeter’s analysis and opinion were necessarily based upon market, economic, and other conditions as they existed on, and could be evaluated as of, the date of the opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, Cassel Salpeter did not assume any obligation to update, review, or reaffirm its opinion to the Forum board or any other person or otherwise to comment on or consider events occurring or coming to Cassel Salpeter’s attention after the date of the opinion.

In arriving at its opinion, Cassel Salpeter made such reviews, analyses, and inquiries as Cassel Salpeter deemed necessary and appropriate under the circumstances. Among other things, Cassel Salpeter:

•

Reviewed a draft, dated November 25, 2017 of the Merger Agreement.

•

Reviewed certain publicly available financial information and other data with respect to Forum that Cassel Salpeter deemed relevant.

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Reviewed certain other information and data with respect to Forum and ConvergeOne made available to us by Forum and ConvergeOne, including the audited financial statements of Forum for the years ended December 31, 2015 and 2016, the unaudited financial statements of ConvergeOne for the nine months ended September 30, 2017, selected pro forma unaudited financial information of ConvergeOne for the twelve months ended September 30, 2017 (the “ Pro Forma Historical ”), selected pro forma financial information of ConvergeOne for the twelve months ending December 31, 2017 (the “Pro Forma 2017, and together with the Pro forma Historical, the “Pro Forma Financials”), and selected projected financial information of ConvergeOne for the years ending December 31, 2018 through 2020 (the “ Limited Projections ”).

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Reviewed the minimum EBITDA Earnout targets using the Measurement Methodologies (as defined in the Merger Agreement) for any applicable Measurement Date occurring within the respective calendar years 2018, 2019, and 2020 which must be met for ConvegeOne’s securityholders to receive the Earnout Consideration (the “ EBITDA Targets ”)

•

Considered and compared the financial and operating performance of ConvergeOne with that of companies with publicly traded equity securities that we deemed relevant.

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Considered the publicly available financial terms of certain transactions that we deemed relevant.

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Compared the implied enterprise value reference ranges of ConvergeOne to the balance, as provided by Forum management, in Forum’s trust fund.

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Discussed the business, operations, and prospects of Forum and ConvegeOne and the proposed Merger with Forum’s and ConvergeOne’s management and certain of Forum’s and ConvergeOne’s representatives.

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Conducted such other analyses and inquiries, and considered such other information and factors as Cassel Salpeter deemed appropriate.

For purposes of its analysis and opinion, Cassel Salpeter assumed, at the direction of the Forum board, that the Cash Consideration would be $274,000,000 and the Stock Consideration would be 39,800,000 shares of Class A common stock of Forum valued at $10.13 per share and, the contingent consideration would be the right to receive up to an additional $99,000,000 in cash and 9,900,000 additional shares of Class A common stock of the Company. In addition, for purposes of its analysis and opinion Cassel Salpeter, with the Forum board’s consent, evaluated whether, as of the date of its opinion, ConvergeOne had a fair market value equal to at least 80% of the balance in Forum’s trust account solely upon the basis of a comparison of the implied enterprise value reference range indicated by Cassel Salpeter’s financial analysis with the balance of funds in Forum’s trust account, which the Forum board advised Cassel Salpeter and Cassel Salpeter, for purposes of its analysis and opinion, with the Forum board’s consent, assumed did not and would not exceed $174,964,734. Cassel Salpeter in addition assumed, for purposes of its analysis and opinion, at the direction of the Forum’s management that the liquidation value per share of Forum Class A common stock was equal to $10.13 (the “ Per Share Liquidation Value ”) and was the fair market value of such shares and was a reasonable basis upon which to evaluate Forum Class A common stock and the Company.

In arriving at its opinion, Cassel Salpeter, with the Forum board’s consent, relied upon and assumed, without independently verifying, the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to, or discussed with, Cassel Salpeter or available from public sources, and Cassel Salpeter further relied upon the assurances of Forum’s and ConvergeOne’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. Cassel Salpeter also relied upon, without independent verification, the assessments of the management of Forum and ConvergeOne as to ConvergeOne’s existing and future technology, products, projects, and services (including, without limitation, the development, testing, marketing, and life of such technology, products, projects, and services), and Cassel Salpeter assumed, at the Forum board’s direction, that there would be no developments with respect to any such matters that would adversely affect Cassel Salpeter analysis or opinion. Cassel Salpeter is not a legal, tax, accounting, environmental, or regulatory advisor and, Cassel Salpeter did not express any views or opinions as to the tax treatment that will be required to be applied to the Mergers or any legal, tax, accounting, environmental, or regulatory matters relating to Forum, ConvergeOne, the Mergers, or otherwise. Cassel Salpeter relied as to all legal, tax and accounting matters on advice of the Forum’s management and Forum’s third-party legal, tax and accounting advisors. Cassel Salpeter understood and assumed that Forum had obtained or would obtain such advice as it deems necessary or appropriate from qualified legal, tax, accounting, environmental, regulatory, and other professionals.

The Forum board advised Cassel Salpeter and Cassel Salpeter assumed that the Pro forma Financials and the Limited Projections constitute ConvergeOne’s financial reports and projections for the periods indicated and

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were reasonably prepared on a basis reflecting the best currently available estimates and judgments of management of ConvergeOne with respect to the future financial performance of ConvergeOne, and that such information provided a reasonable basis upon which to analyze and evaluate ConvergeOne and form an opinion. Cassel Salpeter expressed no view with respect to the Pro Forma Financials, Limited Projections, EBITDA Targets, or Measurement Methodologies, or the assumptions on which they were based. In that regard, Cassel Salpeter assumed, with the Forum board’s consent, that the EBITDA Targets shall be achieved at the amounts and at the times contemplated. Neither Forum nor ConvergeOne provide Cassel Salpeter with any projections of future financial performance or operating results to review in connection with preparation of the Cassel Salpeter opinion, other than the Limited Projections. Cassel Salpeter did not evaluate the solvency or creditworthiness of Forum, ConvergeOne or any other party to the Merger, the fair value of Forum, ConvergeOne or any of their respective assets or liabilities, or whether Forum or ConvergeOne or any other party to the Merger was paying or receiving reasonably equivalent value in the Mergers under any applicable foreign, state, or federal laws relating to bankruptcy, insolvency, fraudulent transfer, or similar matters, nor did Cassel Salpeter evaluate, in any way, the ability of Forum, ConvergeOne or any other party to the Mergers pay their obligations when they come due. Cassel Salpeter did not physically inspect Forum’s, ConvergeOne’s properties or facilities and did not make or obtain any evaluations or appraisals of the Forum’s or ConvergeOne’s assets or liabilities, (including any contingent, derivative, or off-balance-sheet assets and liabilities). Cassel Salpeter did not attempt to confirm whether Forum and ConvergeOne had good title to their respective assets. Cassel Salpeter assumed that all material assets and liabilities (contingent on otherwise) of Forum and ConvergeOne were as set forth in the financial statements and information provided to Cassel Salpeter or that were publicly available. Cassel Salpeter’s role in reviewing any information was limited solely to performing such reviews as Cassel Salpeter deemed necessary to support its own advice and analysis and was not on behalf of the Forum board, Forum, or any other party.

Cassel Salpeter assumed, with the Forum board’s consent, that the Mergers would be consummated in a manner that complies in all respects with applicable foreign, federal, state, and local laws, rules, and regulations and that, in the course of obtaining any regulatory or third party consents, approvals, or agreements in connection with the Mergers, no delay, limitation, restriction, or condition would be imposed that would have an adverse effect on Forum, its stockholders, ConvergeOne, the Mergers or the expected benefits of the Mergers. Cassel Salpeter also assumed, with the Forum board’s consent, that the final executed forms of the Agreement and all ancillary agreements would not differ in any material respect from the drafts Cassel Salpeter reviewed and that the Mergers would be consummated on the terms set forth in the Merger Agreement without waiver, modification, or amendment of any term, condition, or agreement thereof that is material to Cassel Salpeter’s analyses or opinion. Without limitation to the foregoing, Cassel Salpeter with the Forum board’s consent, further assumed that any adjustments to the Total Consideration in accordance with the Merger Agreement or otherwise would not be material to Cassel Salpeter’s analysis or opinion. Cassel Salpeter also assumed that the representations and warranties of the parties to the Merger Agreement contained therein are true and correct and that each such party will perform all of the covenants and agreements to be performed by it under the Merger Agreement. Cassel Salpeter offered no opinion as to the contractual terms of the Merger Agreement or the likelihood that the conditions to the consummation of the Mergers set forth in the Merger Agreement would be satisfied. Cassel Salpeter was not asked and offered no opinion as to whether the criteria for the Earnout Consideration would be met. We have further assumed that for U.S. federal tax income purposes the Mergers shall qualify as a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

In connection with preparing its opinion, Cassel Salpeter performed a variety of financial analyses. The following is a summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion. It is not a complete description of all analyses underlying such opinion. The preparation of an opinion is a complex process involving quantitative and qualitative judgments and determinations with respect to financial, comparative and other analytical methods employed and adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Cassel Salpeter’s opinion nor the respective analyses underlying its opinion is readily susceptible to partial analysis or

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summary description. In arriving at its opinion, Cassel Salpeter assessed as a whole the results of all analyses undertaken by it with respect to the opinion. While it took into account the results of each analysis in reaching its overall conclusions, Cassel Salpeter did not make separate or quantifiable judgments regarding individual analyses and did not draw, in isolation, conclusions from or with regard to any individual analysis or factor. Therefore, Cassel Salpeter believes that the analyses underlying the opinion must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors underlying the opinion collectively, could create a misleading or incomplete view of the analyses performed by Cassel Salpeter in preparing the opinion.

For purposes of its analyses, Cassel Salpeter reviewed a number of financial metrics, including the following:

EBITDA — generally the amount of the relevant company’s earnings before interest, taxes, depreciation and amortization for a specified time period.

Enterprise Value — generally the value as of a specified date of the relevant company’s outstanding equity securities (taking into account its options and other outstanding convertible securities) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and minority interests less the amount of cash on its balance sheet).

The implied value reference ranges indicated by Cassel Salpeter’s analyses are not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, Cassel Salpeter’s analyses are inherently subject to substantial uncertainty.

The following summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion includes information presented in tabular format. The tables alone do not constitute a complete description of these analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses Cassel Salpeter performed.

For purposes of its analyses, Cassel Salpeter considered the implied values of the Merger Consideration and Total Consideration to be issued and paid in the Mergers of $677,000,000 and $876,000,000, respectively, based on the assumption that the entire amount of the earnout consideration would be issued in accordance with the Merger Agreement, and based upon the liquidation value per share of Forum Class A common stock of $10.13, which Forum advised Cassel Salpeter, and Cassel Salpeter, with the consent of the Forum board assumed, was a reasonable basis upon which to evaluate the Forum Class A common stock and Forum.

Unless the context indicates otherwise, (1) share prices for the selected companies used in the selected companies analysis described below were as of November 26, 2017, (2) estimates of financial performance for the selected companies listed below for the years ending December 31, 2017, 2018 and 2019 were based on publicly available research analyst estimates for those companies, (3) estimates of financial performance for ConvergeOne for the year ending December 2017 were based on the Pro Forma 2017 financial information, (4) estimates of financial performance for ConvergeOne for the years ending December 31, 2018 to 2020 were based on the Limited Projections, and (5) the relevant values for the selected transactions analysis described below were calculated on an enterprise value basis based on the consideration proposed to be paid in the selected transactions.

Discounted Cash Flows Analysis

Cassel Salpeter performed a discounted cash flow analysis of ConvergeOne based on the Limited Projections. In performing this analysis, Cassel Salpeter applied discount rates ranging from 9.10% to 10.10% and perpetuity growth rates ranging from 2.75% to 3.25%. This analysis indicated an implied equity value reference range of $675,100,000 to $961,800,000 for ConvergeOne, as compared to the implied values of the Merger Consideration and Total Consideration of $677,000,000 and $876,000,000, respectively.

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Selected Companies Analysis

Cassel Salpeter considered certain financial data for ConvergeOne and selected companies with publicly traded equity securities Cassel Salpeter deemed relevant.

The selected companies with publicly traded equity securities were classified into two groups:

BPO Services/Integrators (BPOs)

•

Accenture plc

•

Cognizant Tech Solutions Corp.

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DXC Technology Company

•

Capgemini SE

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Wipro Limited

•

CGI Group, Inc.

•

Virtusa Corporation

•

Perficient, Inc.

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The Hackett Group, Inc.

VARS

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CDW Corporation

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Presidio, Inc.

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Insight Enterprises, Inc.

•

ePlus, Inc.

The financial data reviewed included:

•

Enterprise Value as multiple of projected EBITDA for 2017, or “2017P EBITDA.”

•

Enterprise Value as multiple of projected EBITDA for 2018, or “2018P EBITDA.”

•

Enterprise Value as multiple of projected EBITDA for 2019, or “2019P EBITDA.”

Cassel Salpeter calculated the following multiples with respect to the BPO selected companies:

Enterprise Value as a Multiple of

High

Mean

Median

Low

2017P EBITDA

22.4x

12.3x

10.7x

8.7x

2018P EBITDA

15.8x

10.7x

10.1x

7.0x

2019P EBITDA

12.9x

9.9x

9.6x

6.4x

Cassel Salpeter calculated the following multiples with respect to the VAR selected companies:

Enterprise Value as a Multiple of

High

Mean

Median

Low

2017P EBITDA

12.8x

10.4x

10.7x

7.5x

2018P EBITDA

11.4x

9.6x

10.1x

6.9x

2019P EBITDA

10.1x

9.2x

8.4x

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Taking into account the results of the selected companies analysis, Cassel Salpeter applied multiples of 10.5x to 11.5x to ConvergeOne’s projected pro forma 2017P EBITDA; 9.5x to 10.5x to ConvergeOne’s projected 2018P EBITDA; and 9.0x to 10.0x to ConvergeOne’s projected 2019P EBITDA. This analysis indicated an implied equity value reference range of $860,800,000 to $1,004,500,000 for ConvergeOne, as compared to the implied values of the Merger Consideration and Total Consideration of $677,000,000 and $876,000,000, respectively.

None of the selected companies have characteristics identical to ConvergeOne. An analysis of selected publicly traded companies is not mathematical; rather it involves complex consideration and judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the companies reviewed.

Selected Transactions Analysis

Cassel Salpeter considered certain financial data for ConvergeOne and the financial terms of the following business transactions Cassel Salpeter deemed relevant. The financial data reviewed included Enterprise Value as a multiple of last twelve months, or “LTM,” revenue. The selected transactions were:


	Target	Acquiror
BPO Services/Integrators

	NCI, Inc.	H.I.G. Capital, LLC; HIG Middle Market LBO Fund II

	Datalink Corporation	Insight Enterprises, Inc.

	Collaborate Consulting, LLC	CGI Technologies and Solutions, Inc.

	Netech Corporation	Aegis Holdings, Inc. (nka: Presidio, Inc.)

	Blue Star Infotech Limited	Blue Star Limited

	iGATE Corporation	Capgemini North American, Inc.

	Granite Business Solutions, Inc.	ePlus Technology, Inc.

VARs

	Westcon Group, Inc.	SYNNEX Corporation

	Brocade Communications Systems, Inc.	LSI Corporation; Broadcom Corporation

	Enterasys Network, Inc.	Extreme Networks, Inc.

	Softchoice Corporation	Birch Hill Equity Partners Management Inc.; Birch Hill Equity Partners IV, LP.

Cassel Salpeter calculated the following multiples with respect to the BPO selected transactions:

High

Mean

Median

Low

Enterprise Value as a Multiple of LTM EBITDA

17.9x

12.2x

10.7x

9.4x

Cassel Salpeter calculated the following multiples with respect to the VAR selected transactions:

High

Mean

Median

Low

Enterprise Value as a Multiple of LTM EBITDA

12.0x

9.3x

9.5x

6.3x

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Taking into account the results of the selected transactions analysis, Cassel Salpeter applied multiples of 10.0x to 11.0x to ConvergeOne’s projected pro forma 2017 EBITDA, which indicated an implied equity value reference range of $797,800,000 to $929,800,000, for ConvergeOne, as compared to the implied value of the consideration of $677,000,000 to $876,000,000.

None of the ConvergeOne companies or transactions in the selected transactions have characteristics identical to ConvergeOne or the proposed Transactions. Accordingly, an analysis of selected business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the ConvergeOne companies in the selected transactions and other factors that could affect the respective acquisition values of the transactions reviewed.

Implied Value Reference Range of ConvergeOne Compared to Trust Fund Balance

Cassel Salpeter compared of the implied enterprise value reference range indicated by its financial analyses for ConvergeOne with the balance of the funds remaining in Forum’s trust account. Taking into account the results of the discounted cash flow, selected companies and selected transactions analyses described above, Cassel Salpeter calculated an implied Enterprise Value reference range of $1,197,300,000 to $1,526,700,000 for ConvergeOne, as compared to the balance of the funds remaining in Forum’s trust account, which Forum advised Cassel Salpeter and Cassel Salpeter, for purposes of its analysis and opinion, assumed did not and would not exceed $174,964,734.

Other Matters Relating to Cassel Salpeter’s Opinion

As part of its investment banking business, Cassel Salpeter regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements and other purposes. Cassel Salpeter is a recognized investment banking firm that has substantial experience in providing financial advice in connection with mergers, acquisitions, sales of companies, businesses and other assets and other transactions. Cassel Salpeter received a fee of $125,000 for rendering its opinion, no portion of which was contingent upon the completion of the Mergers. In addition, Forum agreed to reimburse Cassel Salpeter for certain expenses incurred by it in connection with its engagement and to indemnify Cassel Salpeter and its related parties for certain liabilities that may arise out of its engagement or the rendering of its opinion. In accordance with Cassel Salpeter’s policies and procedures, a fairness committee of Cassel Salpeter was not required to, and did not, approve the issuance of Cassel Salpeter’s opinion.

Certain Material U.S. Federal Income Tax Considerations of the Redemption

The following discussion is a summary of U.S. federal income tax considerations for holders of our Common Stock that elect to have their Common Stock redeemed pursuant to the Redemption. This summary is based upon the Code the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the IRS and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners and tax-exempt organizations (including private foundations) and investors that will hold our Common Stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for U.S. federal income tax purposes, investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of our Common Stock, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary addresses only the

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federal income tax laws of the United States and does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax on net investment income. In addition, this summary is limited to investors that hold our Common Stock as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Common Stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Common Stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to U.S. Holders of our Common Stock that elect to have their Common Stock redeemed pursuant to the Redemption. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Common Stock who or that is:

•

an individual who is a United States citizen or resident of the United States;

•

a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•

a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

Redemption of Common Stock

In the event that a U.S. Holder’s Common Stock is redeemed pursuant to the Redemption, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the Redemption qualifies as a sale of the Common Stock under Section 302 of the Code. Whether the Redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares both before and after the Redemption. The Redemption generally will be treated as a sale of the Common Stock (rather than as a distribution) if the Redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Common Stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the Redemption must, among other requirements, be less than 80% of our

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outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the Redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The Redemption will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the Redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the Redemption will be treated as a distribution and the tax effects will be as described below under “ U.S. Federal Income Tax Considerations to U.S. Holders—Taxation of Distributions .” U.S. Holders of our Common Stock considering exercising their redemption rights should consult their own tax advisors as to whether the Redemption will be treated as a sale or as a distribution under the Code.

Gain or Loss on Sale, Taxable Exchange, or Other Taxable Disposition of Common Stock

If the Redemption qualifies as a sale of Common Stock, a U.S. Holder must treat any gain or loss recognized upon a sale, taxable exchange or other taxable disposition of our Common Stock as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Common Stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the sum of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its Common Stock so disposed of. A U.S. Holder’s adjusted tax basis in its Common Stock generally will equal the U.S. Holder’s acquisition cost less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.

Taxation of Distributions

If the Redemption does not qualify as a sale of Common Stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Common Stock and will be treated as described under “ U.S. Federal Income Tax Considerations to Forum U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock .”

Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder may constitute “qualified dividends” that will be taxable at a reduced rate.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our Common Stock that elect to have their Common Stock redeemed pursuant to the Redemption. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that is not a U.S. Holder. The characterization for federal income tax purposes of the Redemption generally will correspond to the United States federal income tax characterization of the Redemption as described under “ U.S. Federal Income Tax Considerations to U.S. Holders .”

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Non-U.S. Holders of our Common Stock considering exercising their redemption rights should consult their own tax advisors as to whether the Redemption will be treated as a sale or as a distribution under the Code.

Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock

If the redemption qualifies as a sale of Common Stock, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale of its Common Stock, unless:

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the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the Redemption, and a corporate Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty);

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the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the Redemption takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s net capital gain for the year; or

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we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Common Stock, and, in the case where shares of our Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Common Stock.

Taxation of Distributions

If the Redemption does not qualify as a sale of Common Stock, the Non-U.S. Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S. Holder of our Common Stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate.

Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Common Stock, which will be treated as described under “ U.S. Federal Income Tax Considerations to Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock .” If it cannot be determined at the time a distribution is made whether or not such distribution will be in excess of current and accumulated earnings and profits, the distribution will be subject to withholding at the same 30% rate discussed in the last paragraph unless a Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Because we generally cannot determine at the time we make a distribution whether or not the distribution will exceed our current and accumulated earnings and profits, we normally will withhold tax on the entire amount of any distribution at the 30% rate (subject to reduction by an applicable income tax treaty). However, some or all of any amounts thus withheld may be refundable to the Non-U.S. Holder if it is subsequently determined that such distribution was, in fact, in excess of our current and accumulated earnings and profits.

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Dividends we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments resulting from our Redemption. U.S. Holders will have to provide their taxpayer identification number and comply with certain certification requirements to avoid backup withholding. A Non-U.S. holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid information reporting and backup withholding requirements. The amount of any backup withholding from a payment to a Non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

FATCA

A 30% withholding tax applies with respect to certain payments on our Common Stock in each case if paid to a foreign financial institution or a non-financial foreign entity (including, in some cases, when such foreign financial institution or entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any substantial U.S. owners or provides the withholding agent with a certification identifying the direct and indirect substantial U.S. owners of the entity or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. The withholding tax may apply to payments made to Non-U.S. Holders pursuant to the Redemption if the Redemption does not qualify as a sale of Common Stock described above. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Non-U.S. Holders are encouraged to consult their tax advisors regarding the possible implications of such withholding tax.

Certain Material U.S. Federal Income Tax Considerations of the Business Combination to U.S. Holders of C1 Stock

The following is a discussion of certain U.S. federal income tax considerations of the Business Combination for U.S. C1 Stockholders (as defined below) who exchange their C1 Stock for Forum Common Stock and cash in the Business Combination, but does not purport to be a complete analysis of all potential tax effects. This summary is based upon the Code, the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the IRS, and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below.

This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners and tax-exempt organizations (including private foundations and qualified

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retirement accounts) and investors that hold C1 Stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for U.S. federal income tax purposes), U.S. C1 Stockholders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, and persons who hold or receive C1 Stock pursuant to the exercise of compensatory stock options, the vesting of previously restricted shares of stock or otherwise as compensation, all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary addresses only the federal income tax laws of the United States and does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax on net investment income, or the “qualified small business stock” provisions of Sections 1202 or 1045 of the Code. In addition, this summary is limited to U.S. C1 Stockholders (as defined below) that hold C1 Stock as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds C1 Stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding C1 Stock, you are urged to consult your tax advisor regarding the tax consequences of the Business Combination.

WE URGE HOLDERS OF C1 STOCK TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE BUSINESS COMBINATION.

For purposes of this discussion, a “U.S. C1 Stockholder” is a beneficial owner of C1 Stock that, for U.S. federal income tax purposes, is or is treated as:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust if either a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of such trust, or the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

Tax Consequences if the Business Combination Qualifies as a Reorganization

Subject to the qualifications and assumptions described in this proxy statement/prospectus, Forum and C1 intend that the Business Combination will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Nevertheless, the parties’ intentions and this proxy statement/prospectus are not binding on the IRS, and the IRS or a U.S. court could disagree with one or more of the positions discussed in this proxy statement/prospectus. Indeed, the IRS has announced that it will not issue favorable reorganization rulings with respect to contingent stock arrangements (such as the Earnout Stock Payment) unless such arrangements comply with certain requirements. Neither Forum nor C1 has requested, or will obtain, a legal opinion from U.S. legal counsel regarding the U.S. federal income tax consequences arising from and relating to the Business Combination. The remainder of this discussion “ — Tax Consequences if the Business Combination Qualifies as a Reorganization ” summarizes the material U.S. federal income tax consequences of the Business Combination to U.S. C1 Stockholders assuming that the Business Combination qualifies as a reorganization within the meaning of Section 368(a) of the Code.

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Exchange for Parent Common Stock and Cash

Pursuant to the Merger Agreement, upon exchanging all C1 Stock for a combination of Forum Common Stock and cash, a U.S. C1 Stockholder will generally recognize gain (but not loss) in an amount equal to the lesser of: (a) the amount of cash treated as received in exchange for C1 Stock in the Business Combination (excluding any cash received in lieu of fractional shares of Forum Common Stock and any portion of the Earnout Cash Payment recharacterized as interest income) and (b) the excess, if any, of (i) the sum of the amount of cash treated as received in exchange for C1 Stock in the Business Combination (excluding any cash received in lieu of fractional shares of Forum Common Stock and any portion of the Earnout Consideration recharacterized as interest income) plus the fair market value of Forum Common Stock (including the fair market value of any fractional share of Forum Common Stock, but excluding any portion of the Earnout Stock Payment recharacterized as interest income) received in the Business Combination, over (ii) such holder’s basis in the C1 Stock exchanged (excluding the basis in C1 Stock deemed exchanged for fractional shares of Forum Common Stock). If you acquired different blocks of C1 Stock at different times or at different prices, you should consult your individual tax advisor regarding the manner in which your gain should be determined. Because losses are not permitted to be recognized in a reorganization, a stockholder cannot offset a loss realized on one block of shares of C1 Stock against a gain recognized on another block of shares of C1 Stock. For a summary of the tax treatment of cash received in lieu of a fractional share of Forum Common Stock, see “— Cash Instead of Fractional Shares”.

Any recognized gain will generally be long-term capital gain if, as of the Effective Time, your holding period with respect to your C1 Stock exceeds one year. The aggregate tax basis of the Forum Common Stock you receive as a result of the Business Combination (including the Earnout Stock Payment) will be the same as the aggregate tax basis in C1 Stock you surrender in the Business Combination, decreased by the amount of cash you receive that is treated as received in exchange for C1 Stock (excluding any cash received in lieu of a fractional share of Forum Common Stock) and increased by the amount of gain, if any, you recognize in the exchange. The method of allocating your aggregate tax basis among the Stock Consideration and the contingent Earnout Stock Payment is uncertain; you should consult your own tax advisor regarding such allocation.

Installment Sale Method

The treatment of the Earnout Consideration for U.S. federal income tax purposes is not entirely clear. It is intended that any gain attributable to such payments may be reported on the installment method under Section 453 of the Code in the taxable year in which such payment is received unless a U.S. C1 Equityholder is otherwise ineligible for the installment method or elects out of installment sale reporting. Because there are no final Treasury Regulations describing the application of the installment method in the context of tax-free reorganizations with boot (i.e., cash consideration), this discussion relies on proposed Treasury Regulations, which we believe to be a reasonable application of the installment sale rules. Generally, a U.S. C1 Equityholder that reports a payment under the installment method will recognize gain, if any, realized in the Business Combination (in accordance with the rules described above) as cash payments are received. For purposes of reporting such gain under the installment method, a U.S. C1 Equityholder’s basis in C1 Stock surrendered in the Business Combination is first allocated to the Forum Common Stock received (to the extent of the fair market value of such Forum Common Stock), and only the remaining amount (if any) of basis in C1 Stock surrendered in the Business Combination may be used to determine gain reported under the installment method.

If a U.S. C1 Stockholder does not validly elect out of the installment method of reporting and is not otherwise ineligible for installment method of reporting, and, at the close of the U.S. C1 Stockholder’s taxable year that includes the Closing Date, holds installment obligations (including the right to receive Earnout Consideration) arising from sales (for prices exceeding $150,000) in such taxable year the face amounts of which exceed $5,000,000 in the aggregate, such U.S. C1 Stockholder may be required to pay interest on the U.S. federal income tax that is deferred as a result of using the installment method.

U.S. C1 Stockholders should consult their own tax advisors regarding the application of the installment sale provisions of the Code, including the amount and timing of gain to be recognized, if any, the application of the

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rules to transactions involving contingent payments, the eligibility requirements, the possible application of rules requiring acceleration of recognition of gain upon certain events, the payment of an interest charge on deferred tax liabilities arising in connection with certain installment sales, the advisability and manner of electing out of the installment sale method, and the applicability of any state or local rules.

Cash Instead of Fractional Shares

If a U.S. C1 Equityholder receives cash in the Business Combination instead of a fractional share of Forum Common Stock, such holder will be treated as having received such fractional share in the Business Combination, and then as having received cash in exchange for such fractional share. Gain or loss would be recognized in an amount equal to the difference between the amount of cash received and such U.S. C1 Equityholder’s adjusted tax basis allocable to such fractional share. This gain or loss will generally be a capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the First Merger, such U.S. C1 Equityholder held its C1 Stock for more than one year .

Imputed Interest

In general, a portion of the Earnout Consideration, if any, that is received more than six months after the closing will be recharacterized, for U.S. federal income tax purposes, as imputed interest, and each U.S. C1 Equityholder will be required to include such portion in income as ordinary income. To the extent a payment constitutes imputed interest, the amount of the Total Consideration for purposes of calculating the U.S. C1 Equityholder’s overall gain will be reduced.

A U.S. C1 Equityholder’s basis resulting from any imputed interest on the Earnout Stock Payment will generally be allocated only to the Earnout Stock Payment received by the U.S. C1 Equityholder. The U.S. C1 Equityholder will also generally have a split holding period in its Earnout Stock Payment received. The U.S. C1 Equityholder’s holding period for a portion of each share of Earnout Stock Payment will include the U.S. C1 Equityholder’s holding period in C1 Stock surrendered in the Business Combination and the remaining portion of the share will have a holding period that begins on the date that the Earnout Stock Consideration is received. Stockholders should consult their own tax advisors regarding their basis and holding period in the Earnout Stock Payments.

Tax Consequences if the Business Combination Fails to Qualify as a Reorganization

If the Business Combination fails to qualify as a reorganization under Section 368(a) of the Code, the First Merger will be a fully taxable transaction to each U.S. C1 Equityholder. In such case, each U.S. C1 Equityholder will recognize gain or loss measured by the difference between the fair market value of the total consideration received in the Business Combination and the U.S. C1 Equityholder’s tax basis in the shares of Company Stock surrendered in the Business Combination. U.S. C1 Equityholders are urged to consult with their own tax advisors regarding the manner in which gain or loss should be calculated among different blocks of C1 Stock surrendered in the Business Combination (including the applicability of the installment sale method of reporting gain, the consequences of using the installment method, or whether to elect out of the installment method, as described above). The aggregate tax basis in the Forum Common Stock received pursuant to the Business Combination will be equal to the fair market value of such Forum Common Stock as of date received. The holding period of such Forum Common Stock will begin on the date immediately following the date received. For these purposes, a U.S. C1 Equityholder’s share of the total consideration received in the Business Combination will include his or her pro rata portion of the Earnout Consideration. The Earnout Consideration should generally be eligible for installment sale reporting and a portion of any such deferred payments would be subject to the imputed interest rules similar to those described above. Gain or loss recognized will generally be capital gain or loss and will be a long-term capital gain or loss if the stockholder will have held the Company Stock for more than one year at the Effective Time. Long-term capital gains of non-corporate taxpayers are currently taxed at preferential U.S. federal income tax rates. Short-term capital gains are taxed at ordinary income tax rates. The deductibility of capital losses is generally subject to limitation. Gain or loss must be calculated separately for each block of C1 Stock (i.e., shares of C1 Stock acquired at the same time in a single transaction).

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Information Reporting and Backup Withholding

A U.S. C1 Equityholder may be subject to information reporting and backup withholding on cash received in the Business Combination, unless the U.S. C1 Equityholder is an exempt recipient. Backup withholding may apply to such payments if the U.S. C1 Equityholder fails to furnish a correct taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn). Each U.S. C1 Equityholder should properly complete and sign, and deliver, an IRS Form W-9 in order to provide the information and certification necessary to avoid backup withholding, or otherwise establish an applicable exemption in a manner acceptable to the paying agent. U.S. C1 Equityholders should consult their own tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Backup withholding is not an additional tax. Any amounts withheld will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. U.S. C1 Equityholders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Vote Required for Approval

This Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only if the holders of at least a majority of the outstanding shares of Forum Common Stock vote “FOR” the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Post-Merger Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are approved at the Special Meeting. Failure to vote by proxy or to vote in person at the Special Meeting or an abstention from voting will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The Business Combination, the Escrow Amendment Proposal, the Post-Merger Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are conditioned on the approval of the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal at the Special Meeting.

As of the Record Date, Forum’s Sponsor, directors and officers have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination. As of the date hereof, the Sponsor, directors and officers have not purchased any Public Shares.

Recommendation of the Board of Directors

FORUM’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

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THE ESCROW AMENDMENT PROPOSAL

Background and Overview

The Sponsor purchased 4,312,500 Founders Shares in a private placement prior to the IPO of Forum. The Founders Shares will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights, upon consummation of the Merger. As a condition to the IPO, the Sponsor, Forum and Continental Stock Transfer & Trust Company entered into an Escrow Agreement on April 6, 2017 (“ Founders Shares Escrow Agreement ”) pursuant to which the Founders Shares were placed into an escrow account and would be released from escrow only if specified conditions were met. In particular, subject to certain limited exceptions, all Founders Shares would be held in escrow for one year following the consummation of an initial business combination. However, 50% of the Founders Shares could be released from escrow immediately if the Forum Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after the date of the consummation of an initial business combination.

In order to induce C1 to enter into the Merger Agreement, the Sponsor agreed to cancel 25% of the Founders Shares in connection with the consummation of the Business Combination (the “ Forfeited Sponsor Shares ”). In addition, to further induce C1 to enter into the Merger Agreement, the Sponsor agreed that 50% of the Founders Shares will be subject to forfeiture in the event the Earnout Payments pursuant to Article II of the Merger Agreement are not achieved (the “ Sponsor Earnout Shares ”). As a result, an aggregate of 75% of the Founders Shares are either at risk of forfeiture or will be forfeited by the Sponsor in connection with the Business Combination.

Furthermore, in order to induce prospective investors to participate in the PIPE Investment and to induce C1 to enter into the Merger Agreement, the Sponsor agreed to waive any rights it has to adjust the ratio by which the Class F Common Stock converts into Class A Common Stock as a result of the PIPE Investment. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in Forum’s IPO in connection with the consummation of an initial business combination, the ratio at which shares of Class F Common Stock convert into shares of Class A Common Stock would be adjusted so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class F Common Stock would equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of Forum’s IPO plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with an initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an initial business combination or pursuant to Units (and their underlying securities) issued to the Sponsor upon conversion of Working Capital Loans, after taking into account any shares of Class A Common Stock redeemed in connection with an initial business combination.

To induce the Sponsor to agree to restructure its ownership of the Founders Shares in connection with the Business Combination and waive its anti-dilution rights with respect to the Founders Shares, Forum, C1, the Sponsor and Clearlake entered into the Sponsor Earnout Letter and Amendment to Escrow Agreement in connection with the Merger Agreement (the “ Escrow Amendment ”). Pursuant to the Escrow Amendment, the parties agreed that the escrow period with respect to the Founders Shares other than the Forfeited Sponsor Shares and the Sponsor Earnout Shares (the “ Released Sponsor Shares ”) would end immediately upon consummation of the Business Combination. Moreover, the Sponsor Earnout Shares will be subject to a lock-up period of 180-days following the consummation of the Business Combination; provided, however, the lock-up period with respect to 25% of the Sponsor Earnout Shares may terminate earlier if the volume-weighted average price of the Forum Common Stock following the Business Combination is at least $12.50 per share (subject to equitable adjustment by Forum in good faith for stock splits, stock dividends, reorganizations and similar transactions) for fifteen consecutive trading days, in which case the lock-up period would terminate at the end of such fifteen day period.

Continental Stock Transfer & Trust Company has agreed to enter into the Escrow Amendment.

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Why Forum Needs Stockholder Approval

As the Founders Shares Escrow Agreement was a condition to the IPO, we are seeking stockholder approval to enter into and consummate the Escrow Amendment to facilitate the consummation of the Business Combination. In particular, the approval of the Earnout Amendment will enable the Founder Shares to be released from escrow to (i) cancel the Forfeited Sponsor Shares, (ii) subject the Sponsor Earnout Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (iii) terminate the escrow period with respect to the Released Sponsor Shares immediately upon the consummation of the Business Combination.

Effect of Proposal

The Escrow Amendment will have impact on the Sponsor’s ownership of the securities of the Combined Entity following the Business Combination in a number of ways, including (i) reduction of its ownership of the Founders Shares by 1,078,125 shares immediately upon consummation of the Business Combination (ii) forfeiture of its anti-dilution protection with respect to the Founder Shares in connection with the PIPE Investment, (iii) subjecting the Sponsor Earnout Shares to risk of forfeiture and (iv) the Sponsor Earnout Shares being subject to a lock-up period of 180 days after the Closing of the Business Combination except that the lock-up period with respect to 25% of the Sponsor Earnout Shares may terminate earlier upon satisfaction of specified conditions as described above. The Sponsor will have only 1,078,125 Founders Shares released from escrow upon the Closing of the Business Combination which offers the Sponsor the option to sell such shares on the market or in private transactions earlier than the date when they would have been able to sell pursuant to the Founders Shares Escrow Agreement.

Vote Required for Approval

The approval of the Escrow Amendment Proposal requires the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting, assuming that a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Sponsor Shares Release Proposal. Broker non-votes will have no effect with respect to the approval of this proposal.

This proposal is conditioned on the approval of the Pre-Merger Charter Amendment, Proposal, the Business Combination Proposal, the Post-Merger Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal.

Recommendation of the Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ESCROW AMENDMENT PROPOSAL.

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THE NASDAQ PROPOSAL

Background and Overview

On November 30, 2017, in connection with the Business Combination, Forum entered into subscription agreements (the “ Subscription Agreements ”) with investors to purchase 17,959,375 shares of Class A Common Stock in a private placement for aggregate gross proceeds of $143,675,000, subject to certain conditions, including that all conditions precedent to the Closing of the Business Combination will have been satisfied or waived (other than those conditions are to be satisfied at Closing).

Why Forum Needs Stockholder Approval

We are seeking shareholder approval of the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(d).

Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the greater of the book or market value of the stock if the number of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

We currently have 22,357,500 shares of Common Stock outstanding. Pursuant to the Subscription Agreements, we will issue 17,959,375 shares of Class A Common Stock, representing 80.33% of our outstanding shares of Common Stock prior to such issuance, at a price less than the greater of the book value or market of the shares. Our Common Stock had a book value of $0.22 and market value of $9.70 on October 31, 2017. Accordingly, we need stockholder approval of the issuance of more than 20% of our issued and outstanding Common Stock at a price that may be less than the greater of book or market value of Forum’s Common Stock as of October 31, 2017.

Effect of Proposal on Current Shareholders

The issuance of such shares would result in significant dilution to our shareholders, and would afford our shareholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of the combined entity. In addition, the sale or any resale of the Class A Common Stock issued in the PIPE Investment could cause the market price of Forum’s Common Stock to decline.

Vote Required for Approval

The approval of the Nasdaq Proposal requires the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting, assuming that a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Nasdaq Proposal. Broker non-votes will have no effect with respect to the approval of this proposal.

This proposal is conditioned on the approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal.

Recommendation of the Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

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THE POST-MERGER CHARTER AMENDMENT PROPOSAL

The following table sets forth a summary of the principal changes proposed to be made between the current Charter and the proposed Amended Charter. This summary is qualified by reference to the complete text of the proposed Amended Charter, a copy of which is attached to this proxy statement/prospectus as Annex C . All stockholders are encouraged to read the proposed Amended Charter in its entirety for a more complete description of its terms.


	Charter	Proposed Amended Charter
Classified Board	Forum’s current charter divides the board of directors of Forum into two classes with staggered two-year terms.	The proposed Amended Charter divides the board of directors of the Combined Entity into three classes with staggered three-year, terms.

Charter Amendment	Forum’s current charter is silent on the issue of minimum voting requirement for amending the charter.	The proposed Amended Charter will provide that any amendment to provisions of the amended and restated Charter will require approval of the holders of a majority of all of the Combined Entity’s then-outstanding capital stock entitled to vote generally in the election of directors so long as Clearlake holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and otherwise any such amendment will require the approval of the holders of at least 66 2/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.

Section 203	Forum’s current charter does not currently affirmatively opt out of Section 203 of the Delaware General Corporation Law.	The proposed Amended Charter will provide that the Combined Entity opts out of Section 203 of the Delaware General Corporation Law.

Interested Party Transactions	Forum’s current charter is silent on the treatment of transaction with interested stockholders.	The proposed Amended Charter will provide that we may not engage in certain “business combinations” with any “interested stockholder” (which excludes Clearlake and its affiliated and any of their direct or indirect transferees and any group as to which such persons) for a three-year period following the time that the stockholder became an interested stockholder, unless (1) prior to the date of the transaction, the Combined Entity’s board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (2) the interested stockholder owned at least 85% of the Combined Entity’s voting stock outstanding

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	Charter	Proposed Amended Charter
		upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (x) shares owned by persons who are directors and also officers and (y) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (3) on or subsequent to the consummation of the transaction, the business combination is approved by the Combined Entity’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Securities Act Disputes Forum	Forum’s current charter is silent as to forum for disputes arising under the Securities Act.	The proposed Amended Charter will provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

Director Removal	Forum’s current charter does not have a provision providing for the removal of a director by a majority stockholder or for removal of a director for cause.	The proposed Amended Charter will provide that, subject to the rights of any limitations imposed by applicable law, directors may be removed with or without cause by the holders of at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors for so long as Clearlake, which, together with its affiliates and related persons, holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, or otherwise with cause by the holders of at least 66 2/3% of all of the Combined Entity’s then-outstanding shares of the capital stock entitled to vote generally at an election of directors.

Stockholder Actions	Forum’s current charter does not specifically address the issue of stockholder actions pursuant to Section 228 of the Delaware General Corporation Law.	The proposed Amended Charter will provide that any action to be taken by the Combined Entity’s stockholders may be taken by written consent or electronic transmission pursuant to Section 228 of the Delaware General Corporation Law only so

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	Charter	Proposed Amended Charter
		long as Clearlake holds a majority of the Combined Entity’s then-outstanding capital stock entitled to vote generally at an election of directors.

Name Change	Forum’s current name is Forum Merger Corporation.	Under the proposed Amended Charter, the Combined Entity’s name will be ConvergeOne, Inc.

Reclassification of Class A Common Stock	Forum’s current charter currently authorizes a class of stock called Class A Common Stock.	The proposed Amended Charter will reclassify all shares of Class A Common Stock as “Common Stock.”

Common Stock	Forum’s current charter authorizes 45,000,000 shares of common stock, including (i) 40,000,000 shares of Class A Common Stock and (ii) 5,000,000 shares of Class F Common Stock.	The proposed Amended Charter will authorize 1,000,000,000 shares of common stock.

Preferred Stock	Forum’s current charter authorizes 1,000,000 shares of preferred stock, which authorized amount may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of our capital stock.	The proposed Amended Charter will authorize the issuance of 10,000,000 shares of “blank check” preferred stock that the Combined Entity’s board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt.

Provisions Specific to a Blank Check Company	Under Forum’s current charter, Article SIXTH sets forth various provisions related to its operations as a blank check company prior to the consummation of an initial business combination.	The proposed Amended Charter does not include these blank check company provisions because, upon consummation of the Business Combination, Forum will cease to be a blank check company. In addition, the provisions requiring that the proceeds from its initial public offering be held in a trust account until a business combination or liquidation of Forum and the terms governing Forum’s consummation of a proposed business combination will not be applicable following consummation of the Business Combination.

Corporate Opportunity	Forum’s current charter provides that the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to Forum or any of its officers or directors in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have.	The proposed charter does not include this corporate opportunity provision because such provision is not typical for a public company.

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Reasons for the Post-Merger Charter Amendments

Classified Board

Reasons for amending the certificate of incorporation to divide the board of directors into three classes with staggered three-year terms are (1) to account for the increase in the size of the authorized board of directors to ten members and (2) provide for continuity in the Combined Entity’s board of directors.

Charter Amendment

Requiring the approval by affirmative vote of holders of at least 66 2/3% of the voting power of the Combined Entity’s then outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class, to make any amendment to the Combined Entity’s certificate of incorporation is intended to protect key provisions of the Amended Charter from arbitrary amendment and to prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.

Section 203

Opting out of Section 203 of the Delaware General Corporation Law allows the proposed Amended Charter to establish its own rules governing business combinations with interested parties.

Interested Party Transactions

Placing restrictions around when the Combined Entity can become involved in certain “business combinations” with any “interested stockholder” is intended to protect the Combined Entity, as well as directors and executive officers of the Combined Entity, from exposure to certain stockholder litigation concerning breach of fiduciary duty. Moreover, such restrictions are adopted to preserve the validity of the Combined Entity’s “business combinations” with any “interested stockholder” that are undertaken in furtherance of the Combined Entity’s best interests.

Securities Act Disputes Forum

Adopting the federal district courts of the United States as the exclusive forum for certain stockholder litigation under the Securities Act is intended to assist the Combined Entity in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims.

Director Removal

Forum’s existing charter and the Combined Entity’s proposed charter both provide for a classified board of directors, such that only a specified portion of the directors is to be elected each year. Under the Delaware General Corporation law, removal of a director only for cause is automatic with a classified board. Our board of directors believes that such a standard in addition to a supermajority vote requirement will, in conjunction with the classified nature of the Combined Entity’s board of directors (i) increase board continuity and the likelihood that experienced board members with familiarity of the Combined Entity’s business operations would serve on the board at any given time and (ii) make it more difficult for a potential acquiror or other person, group or entity to gain control of the Combined Entity’s board of directors.

Stockholder Actions

The Combined Entity’s proposed Amended Charter provides that any action to be taken by the Combined Entity’s stockholders may be taken by written consent or electronic transmission pursuant to Section 228 of the Delaware General Corporation Law only so long as Clearlake holds a majority of the Combined Entity’s then-

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outstanding capital stock entitled to vote generally at an election of directors. Allowing for written consent or electronic transmission pursuant to Section 228 of the Delaware General Corporation Law maximizes flexibility, particularly in the event where Clearlake’s share ownership would permit it to control any vote otherwise to be taken at a meeting itself.

Name Change

Changing the post-Business Combination corporate name from “Forum Merger Corporation” to “ConvergeOne, Inc.” (with such change expected to be made immediately following the consummation of the Second Merger) and making the Combined Entity’s corporate existence perpetual is desirable to reflect the business combination with C1 and to clearly identify the Combined Entity as the publicly traded entity. Additionally, perpetual existence is the usual period of existence for corporations, and our board of director believes it is the most appropriate period for the Combined Entity following the Business Combination.

Common Stock

The principal purpose of this proposal is to authorize additional shares of our Common Stock, which will be used to issue shares pursuant to the Merger Agreement, under the Equity Incentive Plan, under the ESPP and for general corporate purposes. Our board of directors believes that it is important for us to have available for issuance a number of authorized shares of Common Stock and preferred stock sufficient to support our growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions).

Notwithstanding the foregoing, authorized but unissued common shares may enable the Combined Entity’s board of directors to render it more difficult or to discourage an attempt to obtain control of the Combined Entity and thereby protect continuity of or entrench its management, which may adversely affect the market price of the Combined Entity’s common shares. If, in the due exercise of its fiduciary obligations, for example, the Combined Entity’s board of directors were to determine that a takeover proposal was not in the best interests of the Combined Entity, such shares could be issued by the board of directors without shareholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable the Combined Entity to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. The Combined Entity currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

Preferred Stock

Our board of directors believes that these additional shares will provide the Combined Entity with needed flexibility to issue shares in the future in a timely manner and under circumstances we consider favorable without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

Authorized but unissued preferred stock may enable the board of directors to render it more difficult or to discourage an attempt to obtain control of the Combined Entity and thereby protect continuity of or entrench its management, which may adversely affect the market price of the Combined Entity. If, in the due exercise of its fiduciary obligations, for example, the board of directors was to determine that a takeover proposal was not in the best interests of the Combined Entity, such preferred stock could be issued by the board without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other

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hands that might support the position of the board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. Allowing the Combined Entity’s board of directors to issue the authorized preferred stock on its own volition will enable the Combined Entity to have the flexibility to issue such preferred stock in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. The Combined Entity currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized stock for such purposes.

Provisions Specific to a Blank Check Company

The elimination of certain provisions related to our status as a blank check company is desirable because these provisions will serve no purpose following the business combination. For example, the proposed charter does not include the requirement to dissolve the Combined Entity and allows it to continue as a corporate entity with perpetual existence following consummation of the business combination. Perpetual existence is the usual period of existence for corporations, and our board of directors believes it is the most appropriate period for the Combined Entity following the business combination. In addition, certain other provisions in our current certificate require that proceeds from the Forum’s initial public offering be held in the trust account until a business combination or liquidation of Forum has occurred. These provisions cease to apply once the business combination is consummated and are therefore not included in the proposed charter.

Vote Required for Approval

This Post-Merger Charter Amendment Proposal will be approved and adopted in its entirety only if the holders of at least a majority of the outstanding shares of Forum Common Stock vote “FOR” each of the Post-Merger Charter Amendment Proposal items and the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESSP Proposal are approved at the Special Meeting. Failure to vote by proxy or to vote in person at the Special Meeting or an abstention from voting will have the same effect as a vote “AGAINST” the Post-Merger Charter Amendment Proposal.

The Business Combination, the Escrow Amendment Proposal, the Post-Merger Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the ESPP Proposal are conditioned on the approval of the Business Combination Proposal at the Special Meeting.

Recommendation of the Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” APPROVAL OF THE POST-MERGER CHARTER AMENDMENT PROPOSAL

AND THE AMENDED CHARTER.

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THE INCENTIVE PLAN PROPOSAL

Overview

The following is a summary description of the Equity Incentive Plan as proposed to be adopted by Forum in connection with the Business Combination. This summary is not a complete statement of the Equity Incentive Plan and is qualified in its entirety by reference to the complete text of the Equity Incentive Plan, a copy of which is attached hereto as Annex D . Forum stockholders should refer to the Equity Incentive Plan for more complete and detailed information about the terms and conditions of the Equity Incentive Plan.

The purpose of the Equity Incentive Plan is to provide a means whereby the Combined Entity can align the long-term financial interests of its employees, consultants, and directors with the financial interests of its stockholders. In addition, the board of directors believes that the ability to grant options and other equity-based awards will help the Combined Entity to attract, retain, and motivate employees, consultants, and directors and encourages them to devote their best efforts to the Combined Entity’s business and financial success.

Approval of the Equity Incentive Plan by Forum stockholders is required, among other things, in order to: (i) comply with NASDAQ rules requiring stockholder approval of equity compensation plans; (ii) allow the grant of incentive stock options to participants in the Equity Incentive Plan and (iii) give the compensation committee of the Combined Entity the ability to grant awards intended to qualify as “performance-based compensation,” thereby potentially preserving Combined Entity’s tax deduction under Code Section 162(m).

If this Incentive Plan Proposal is approved by Forum stockholders, the Equity Incentive Plan will become effective as of the date of the closing of the Business Combination, and no further grants will be made under the C1 Investment Corp. 2014 Incentive Plan, or the C1 2014 Plan. In the event that Forum stockholders do not approve this proposal, the Equity Incentive Plan will not become effective. Approval of the Equity Incentive Plan by Forum stockholders will allow the Combined Entity to grant stock options, restricted stock unit awards and other awards at levels determined appropriate by its board of directors or compensation committee following the closing of the Business Combination. The Equity Incentive Plan will also allow the Combined Entity to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of its employees, directors and consultants, and to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of its stockholders following the closing of the Business Combination.

The Combined Entity’s employee equity compensation program, as implemented under the Equity Incentive Plan, will allow the Combined Entity to remain competitive with comparable companies in its industry by giving it the resources to attract and retain talented individuals to achieve its business objectives and build stockholder value. Approval of the Equity Incentive Plan will provide the Combined Entity with the flexibility it needs to use equity compensation and other incentive awards to attract, retain and motivate talented employees, directors and independent contractors who are important to the Combined Entity’s long-term growth and success.

Best Practices Integrated into Forum’s Equity Compensation Program and the Equity Incentive Plan

The Equity Incentive Plan includes provisions that are designed to protect the interests of the stockholders of the Combined Entity and to reflect corporate governance best practices including:

•

No single trigger accelerated vesting upon change in control. The Equity Incentive Plan does not provide for automatic vesting of awards upon a change in control.

•

No liberal change in control definition. The change in control definition in the Equity Incentive Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the Equity Incentive Plan to be triggered. It is not triggered, for example, upon the mere signing of a transaction agreement without the closing of the transaction having occurred.

•

No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights granted under the Equity Incentive Plan must have an exercise or strike price equal to or greater than the

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fair market value of a share of Common Stock on the date the stock option or stock appreciation right is granted.

•

Material amendments require stockholder approval. Consistent with the rules and regulations of The NASDAQ Stock Market LLC, the Equity Incentive Plan requires stockholder approval of any material revisions to the Equity Incentive Plan. In addition, certain other amendments to the Equity Incentive Plan require stockholder approval

•

Limit on non-employee director awards and other awards. Except in extraordinary circumstances, the maximum number of shares subject to stock awards granted under the Equity Incentive Plan or otherwise during any calendar year to any of the Combined Entity’s non-employee directors, taken together with any cash fees paid by the Combined Entity to such non-employee director during such calendar year for service on the Combined Entity’s board of directors, may not exceed $ in total value (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes), or with respect to the calendar year in which a non-employee director is first appointed or elected to the board, $ . The Equity Incentive Plan also contains other annual per-participant limits on stock options, stock appreciation rights and performance-based stock and cash awards.

Information Regarding Equity Incentive Program

It is critical to the Combined Entity’s long-term success that the interests of its employees, directors and consultants are tied to its success as “owners” of the business. Approval of the Equity Incentive Plan will allow the Combined Entity to grant stock options and other equity awards at levels it determines to be appropriate in order to attract new employees and directors, retain existing employees and directors and to provide incentives for such persons to exert maximum efforts for the Combined Entity’s success and ultimately increase stockholder value. The Equity Incentive Plan allows the Combined Entity to utilize a broad array of equity incentives with flexibility in designing equity incentives, including traditional stock option grants, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards and performance stock awards to offer competitive equity compensation packages in order to retain and motivate the talent necessary for the Combined Entity.

If Forum’s request to approve the Equity Incentive Plan is approved by Forum stockholders, the Combined Entity will have approximately shares, subject to adjustment for specified changes in the Combined Entity’s capitalization, available for grant under the Equity Incentive Plan as of the effective time of the closing of the Business Combination. In addition, as further described below under the section titled “Description of the 2018 Equity Incentive Plan—Shares Available for Awards,” the share reserve is subject to annual increases each January 1 of up to % of shares of the Combined Entity’s common stock outstanding (or a lesser number determined by the Combined Entity’s board of directors). This pool size is necessary to provide sufficient reserved shares for a level of grants that will attract, retain, and motivate employees and other participants.

Performance-Based Awards

Approval of the Equity Incentive Plan by Forum stockholders will also constitute approval of terms and conditions set forth therein that will permit the Combined Entity to grant stock options, stock appreciation rights and performance-based stock and cash awards under the Equity Incentive Plan that may qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code. Section 162(m) of the Code disallows a deduction to any publicly held corporation and its affiliates for certain compensation paid to “covered employees” in a taxable year to the extent that compensation to a covered employee exceeds $1 million. However, some kinds of compensation, including qualified “performance-based compensation,” are not subject to this deduction limitation. For compensation awarded under a plan to qualify as “performance-based compensation” under Section 162(m) of the Code, among other things, the following terms must be disclosed to and approved by the stockholders before the compensation is paid: (i) a description of the employees eligible to receive such awards; (ii) a per-person limit on the number of shares subject to stock options, stock appreciation

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rights and performance-based stock awards, and the amount of cash subject to performance-based cash awards, that may be granted to any employee under the plan in any year; and (iii) a description of the business criteria upon which the performance goals for performance-based awards may be granted (or become vested or exercisable). Accordingly, Forum is requesting that Forum stockholders approve the Equity Incentive Plan, which includes terms and conditions regarding eligibility for awards, annual per-person limits on awards and the business criteria for performance-based awards granted under the Equity Incentive Plan (as described in the summary below).

Forum believes it is in the best interests of Forum stockholders to preserve the ability to grant “performance-based compensation” under Section 162(m) of the Code. However, in certain circumstances, the Combined Entity may determine to grant compensation to covered employees that is not intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. Moreover, even if the Combined Entity grants compensation that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, neither Forum nor the Combined Entity can guarantee that such compensation ultimately will be deductible by Forum or the Combined Entity.

Description of the 2018 Equity Incentive Plan

The material features of the Equity Incentive Plan are described below. The following description of the Equity Incentive Plan is a summary only and is qualified in its entirety by reference to the complete text of the Equity Incentive Plan. Stockholders are urged to read the actual text of the Equity Incentive Plan in its entirety.

Purpose

The Equity Incentive Plan is designed to secure and retain the services of the Combined Entity’s employees, directors and consultants, provide incentives for Forum employees, directors and consultants to exert maximum efforts for the success of the Combined Entity and its affiliates, and provide a means by which the Combined Entity’s employees, directors and consultants may be given an opportunity to benefit from increases in the value of its Common Stock. If the Equity Incentive Plan is approved by Forum stockholders, no additional awards will be granted under the C1 2014 Plan following the effective date of the Equity Incentive Plan.

Types of Awards

The terms of the Equity Incentive Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property.

Shares Available for Awards

Subject to adjustment for specified changes in the Combined Entity’s capitalization, the aggregate number of shares of Common Stock that may be issued under the Equity Incentive Plan, or the Share Reserve, will not exceed shares. In addition, the share reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the effective date of the Equity Incentive Plan occurs, and ending on (and including) January 1, 2028, in an amount equal to % of the shares of Common Stock outstanding on December 31st of the preceding calendar year; however the board of directors or compensation committee may act prior to January 1st of a given year to provide that there will be no January 1st increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the automatic increase.

The following shares of Common Stock will become available again for issuance under the Equity Incentive Plan: (i) any shares subject to a stock award that are not issued because such stock award expires or otherwise terminates without all of the shares covered by such stock award having been issued; (ii) any shares subject to a stock award that are not issued because such stock award is settled in cash; (iii) any shares issued pursuant to a

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stock award that are forfeited back to or repurchased by the Combined Entity because of the failure to meet a contingency or condition required for the vesting of such shares; and (iv) any shares reacquired by the Combined Entity in satisfaction of tax withholding obligations on a stock award or as consideration for the exercise or purchase price of a stock award.

Eligibility

All of the Combined Entity’s (including its affiliates’) employees (as of , 2018), non-employee directors and consultants will be eligible to participate in the Equity Incentive Plan following the closing of the Business Combination and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the Equity Incentive Plan only to the Combined Entity’s employees (including officers) and employees of its affiliates.

Section 162(m) Limits

Under the Equity Incentive Plan, subject to adjustment for specified changes in the Combined Entity’s capitalization, no participant will be eligible to be granted performance-based compensation during any calendar year more than: (i) a maximum of shares of Common Stock subject to stock options and stock appreciation rights whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the fair market value of a share of Common Stock on the date of grant; (ii) a maximum of shares of Common Stock subject to performance stock awards; and (iii) a maximum of $ subject to performance cash awards. These limits are designed to allow the Combined Entity to grant awards that are intended to be exempt from the $1 million limitation on the income tax deductibility of compensation paid per covered employee imposed by Section 162(m) of the Code, and will not apply to awards that the Combined Entity’s board of directors determines will not be treated as performance-based compensation.

Non-Employee Director Compensation Limit

Under the Equity Incentive Plan, the maximum number of shares of Common Stock subject to stock awards granted under the Equity Incentive Plan or otherwise during any one calendar year to any non-employee director, taken together with any cash fees paid by the Combined Entity to such non-employee director during such calendar year for services on its board of directors, will not exceed $ in total value (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes), or, with respect to the calendar year in which a non-employee director is first appointed or elected to the Combined Entity’s board of directors, $ .

Administration

The Equity Incentive Plan will be administered by the Combined Entity’s board of directors, which may in turn delegate authority to administer the Equity Incentive Plan to a committee. The Combined Entity’s board of directors will delegate concurrent authority to administer the Equity Incentive Plan to its compensation committee, but may, at any time, revest in itself some or all of the power delegated to its compensation committee. The Combined Entity’s board of directors and its compensation committee are each considered to be a Plan Administrator for purposes of this Incentive Plan Proposal. Subject to the terms of the Equity Incentive Plan, the Plan Administrator may determine the recipients, the types of awards to be granted, the number of shares of Class A Common Stock subject to or the cash value of awards, and the terms and conditions of awards granted under the Equity Incentive Plan, including the period of their exercisability and vesting. The Plan Administrator also has the authority to provide for accelerated exercisability and vesting of awards. Subject to the limitations set forth below, the Plan Administrator also determines the fair market value applicable to a stock award and the exercise or strike price of stock options and stock appreciation rights granted under the Equity Incentive Plan.

The Plan Administrator may also delegate to one or more officers the authority to designate employees who are not officers to be recipients of certain stock awards and the number of shares of Class A Common Stock

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subject to such stock awards. Under any such delegation, the Plan Administrator will specify the total number of shares of Common Stock that may be subject to the stock awards granted by such officer. The officer may not grant a stock award to himself or herself.

The Plan Administrator has the authority to modify outstanding awards under our Equity Incentive Plan, with the consent of any adversely affected participant. Subject to the terms of the Equity Incentive Plan, the Plan Administrator has the authority to reduce the exercise, purchase or strike price of any outstanding stock award, cancel any outstanding stock award in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles,.

Stock Options

Stock options may be granted under the Equity Incentive Plan pursuant to stock option agreements. The Equity Incentive Plan permits the grant of stock options that are intended to qualify as incentive stock options, or ISOs, and nonstatutory stock options, or NSOs.

The exercise price of a stock option granted under the Equity Incentive Plan may not be less than 100% of the fair market value of the Common Stock subject to the stock option on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value.

The term of stock options granted under the Equity Incentive Plan may not exceed ten years and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years. Except as otherwise provided in a participant’s stock option agreement or other written agreement with the Combined Entity or one of its affiliates, if a participant’s service relationship with Combined Entity or any of its affiliates, referred to in this Incentive Plan Proposal as continuous service, terminates (other than for cause and other than upon the participant’s death or disability), the participant may exercise any vested stock options for up to three months following the participant’s termination of continuous service. Except as otherwise provided in a participant’s stock option agreement or other written agreement with the Combined Entity or one of its affiliates, if a participant’s continuous service terminates due to the participant’s disability or death (or the participant dies within a specified period, if any, following termination of continuous service), the participant, or his or her beneficiary, as applicable, may exercise any vested stock options for up to 12 months following the participant’s termination due to the participant’s disability or for up to 18 months following the participant’s death. Except as explicitly provided otherwise in a participant’s stock option agreement or other written agreement with the Combined Entity or one of its affiliates, if a participant’s continuous service is terminated for cause (as defined in the Equity Incentive Plan), all stock options held by the participant will terminate upon the participant’s termination of continuous service and the participant will be prohibited from exercising any stock option from and after such termination date. Except as otherwise provided in a participant’s stock option agreement or other written agreement with the Combined Entity or one of its affiliates, the term of a stock option may be extended if the exercise of the stock option following the participant’s termination of continuous service (other than for cause and other than upon the participant’s death or disability) would be prohibited by applicable securities laws or if the sale of any Common Stock received upon exercise of the stock option following the participant’s termination of continuous service (other than for cause) would violate the Combined Entity’s insider trading policy. In no event, however, may a stock option be exercised after its original expiration date.

Acceptable forms of consideration for the purchase of Common Stock pursuant to the exercise of a stock option under the Equity Incentive Plan will be determined by the Plan Administrator and may include payment: (i) by cash, check, bank draft or money order payable to the Combined Entity; (ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (iii) by delivery to the Combined Entity of shares of Common Stock (either by actual delivery or attestation); (iv) by a net exercise arrangement (for NSOs only); or (v) in other legal consideration approved by the Plan Administrator.

Stock options granted under the Equity Incentive Plan may become exercisable in cumulative increments, or “vest,” as determined by the Plan Administrator at the rate specified in the stock option agreement. Shares covered by different stock options granted under the Equity Incentive Plan may be subject to different vesting

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schedules as the Plan Administrator may determine. In addition, the Equity Incentive Plan provides that stock options may include a provision whereby the participant may elect to exercise the stock option as to any part or all of the shares of Common Stock subject to the stock option prior to the full vesting of the stock option, following which any unvested shares may be subject to a repurchase right in favor of the Combined entity.

The Plan Administrator may impose limitations on the transferability of stock options granted under the Equity Incentive Plan in its discretion. Generally, a participant may not transfer a stock option granted under the Equity Incentive Plan other than by will or the laws of descent and distribution or, subject to approval by the Plan Administrator, pursuant to a domestic relations order or an official marital settlement agreement. However, the Plan Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. In addition, subject to approval by the Plan Administrator, a participant may designate a beneficiary who may exercise the stock option following the participant’s death.

Limitations on Incentive Stock Options

The aggregate fair market value, determined at the time of grant, of shares of Common Stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of the Combined Entity’s stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of Forum’s total combined voting power or that of any affiliate unless the following conditions are satisfied:

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the exercise price of the ISO must be at least 110% of the fair market value of the Common Stock subject to the ISO on the date of grant; and

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the term of the ISO must not exceed five years from the date of grant.

Subject to adjustment for specified changes in capitalization, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of ISOs under the Equity Incentive Plan is shares.

Stock Appreciation Rights

Stock appreciation rights may be granted under the Equity Incentive Plan pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in common stock share equivalents. The strike price of each stock appreciation right will be determined by the Plan Administrator, but will in no event be less than 100% of the fair market value of the Common Stock subject to the stock appreciation right on the date of grant. The Plan Administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of Common Stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the stock appreciation right agreement. Stock appreciation rights will be subject to the same conditions upon termination of continuous service and restrictions on transfer as stock options under the Equity Incentive Plan.

Restricted Stock Awards

Restricted stock awards may be granted under the Equity Incentive Plan pursuant to restricted stock award agreements. A restricted stock award may be granted in consideration for cash, check, bank draft or money order payable to the Combined Entity, the participant’s services performed for the Combined Entity or any of its affiliates, or any other form of legal consideration acceptable to the Plan Administrator. Shares of Common Stock acquired under a restricted stock award may be subject to forfeiture to or repurchase by the Combined Entity in accordance with a vesting schedule to be determined by the Plan Administrator. Rights to acquire shares of Common Stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement. A restricted stock award agreement may provide that any

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dividends paid on restricted stock will be subject to the same vesting conditions as apply to the shares subject to the restricted stock award. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by the Combined Entity.

Restricted Stock Unit Awards

Restricted stock unit awards may be granted under the Equity Incentive Plan pursuant to restricted stock unit award agreements. Payment of any purchase price may be made in any form of legal consideration acceptable to the Plan Administrator. A restricted stock unit award may be settled by the delivery of shares of Common Stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the restricted stock unit award agreement. Restricted stock unit awards may be subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator. Dividend equivalents may be credited in respect of shares of Common Stock covered by a restricted stock unit award, provided that any additional shares credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying restricted stock unit award. Except as otherwise provided in a participant’s restricted stock unit award agreement or other written agreement with the Combined Entity or one of its affiliates, restricted stock units that have not vested will be forfeited upon the participant’s termination of continuous service for any reason.

Performance Awards

The Equity Incentive Plan allows the Combined Entity to grant performance stock and cash awards, including such awards that may qualify as performance-based compensation that is not subject to the $1 million limitation on the income tax deductibility of compensation paid per covered employee imposed by Section 162(m) of the Code.

A performance stock award is a stock award that is payable (including that may be granted, may vest, or may be exercised) contingent upon the attainment of pre-determined performance goals during a performance period. A performance stock award may require the completion of a specified period of continuous service. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be determined by the compensation committee of the Combined Entity’s board of directors, except that the Plan Administrator also may make any such determinations to the extent that the award is not intended to qualify as performance-based compensation under Section 162(m) of the Code. In addition, to the extent permitted by applicable law and the performance stock award agreement, the Plan Administrator may determine that cash may be used in payment of performance stock awards.

A performance cash award is a cash award that is payable contingent upon the attainment of pre-determined performance goals during a performance period. A performance cash award may require the completion of a specified period of continuous service. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be determined by the compensation committee of the Combined Entity’s board of directors, except that the Plan Administrator also may make any such determinations to the extent that the award is not intended to qualify as performance-based compensation under Section 162(m) of the Code. The Plan Administrator may specify the form of payment of performance cash awards, which may be cash or other property, or may provide for a participant to have the option for his or her performance cash award to be paid in cash or other property.

In granting a performance stock or cash award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the compensation committee of the Combined Entity’s board of directors will set a period of time, or a performance period, over which the attainment of one or more goals, or performance goals, will be measured. Within the time period prescribed by Section 162(m) of the Code (no later than the earlier of the 90th day of a performance period and the date on which 25% of the performance period has

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elapsed, and in any event at a time when the achievement of the performance goals remains substantially uncertain), the compensation committee of the Combined Entity’s board of directors will establish the performance goals, based upon one or more criteria, or performance criteria, enumerated in the Equity Incentive Plan and described below. As soon as administratively practicable following the end of the performance period, the compensation committee of the Combined Entity’s board of directors will certify in writing whether the performance goals have been satisfied.

Performance goals under the Equity Incentive Plan will be based on any one or more of the following performance criteria: (i) earnings (including earnings per share and net earnings); (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv) earnings before interest, taxes, depreciation, amortization and legal settlements; (v) earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense); (vi) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; (vii) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (viii) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation, other non-cash expenses and changes in deferred revenue; (ix) total stockholder return; (x) return on equity or average stockholder’s equity; (xi) return on assets, investment, or capital employed; (xii) stock price; (xiii) margin (including gross margin); (xiv) income (before or after taxes); (xv) operating income; (xvi) operating income after taxes; (xvii) pre-tax profit; (xviii) operating cash flow; (xix) sales or revenue targets; (xx) increases in revenue or product revenue; (xxi) expenses and cost reduction goals; (xxii) improvement in or attainment of working capital levels; (xxiii) economic value added (or an equivalent metric); (xxiv) market share; (xxv) cash flow; (xxvi) cash flow per share; (xxvii) cash balance; (xxviii) cash burn; (xxix) cash collections; (xxx) share price performance; (xxxi) debt reduction; (xxxii) implementation or completion of projects or processes; (xxxiii) stockholders’ equity; (xxxiv) capital expenditures; (xxxv) debt levels; (xxxvi) operating profit or net operating profit; (xxxvii) workforce diversity; (xxxviii) growth of net income or operating income; (xxxix) billings; (xl) bookings; (xli) employee retention; (xlii) acquisition of new customers, including institutional accounts; (xliii) customer retention and/or repeat order rate; (xliv) number of users, including institutional customer accounts (xlv) budget management; (xlvi) partner satisfaction; (xlvii) strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); (xlviii) customer satisfaction; and (xlix) and to the extent that an award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the board of directors of the Combined Entity.

Performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. The compensation committee of the Combined Entity’s board of directors (or, to the extent that an award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Plan Administrator) is authorized to make appropriate adjustments in the method of calculating the attainment of performance goals for a performance period as follows; provided, however, that to the extent that an award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, any such adjustment may be made only if such adjustment is objectively determinable and specified in the award agreement at the time the award is granted or in such other document setting forth the performance goals for the award at the time the performance goals are established: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects; (iii) to exclude the effects of changes to U.S. GAAP; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude the effects of items that are unusual in nature or occur infrequently as determined under U.S. GAAP; (vi) to exclude the dilutive effects of acquisitions or joint ventures; (vii) to assume that any business divested by the Combined Entity achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (viii) to exclude the effect of any change in the outstanding shares of Common Stock of the Combined Entity by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash

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dividends; (ix) to exclude the effects of stock based compensation and the award of bonuses under the Combined Entity’s bonus plans; (x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under U.S. GAAP; (xi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under U.S. GAAP and (xii) to exclude the effect of any other unusual, non-recurring gain or loss of other extraordinary item.

In addition, the compensation committee of the Combined Entity’s board of directors (or, to the extent that an award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Plan Administrator) retains the discretion to reduce or eliminate the compensation or economic benefit due upon the attainment of any performance goals and to define the manner of calculating the performance criteria it selects to use for a performance period.

Other Stock Awards

Other forms of stock awards valued in whole or in part by reference to, or otherwise based on, Common Stock may be granted either alone or in addition to other stock awards under the Equity Incentive Plan. The Plan Administrator will have sole and complete authority to determine the persons to whom and the time or times at which such other stock awards will be granted, the number of shares of Common Stock to be granted and all other terms and conditions of such other stock awards.

Clawback Policy

Awards granted under the Equity Incentive Plan will be subject to recoupment in accordance with any clawback policy that the Combined Entity is required to adopt pursuant to the listing standards of any national securities exchange or association on which Forum’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Plan Administrator may impose other clawback, recovery or recoupment provisions in an award agreement as the Plan Administrator determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of cause.

Changes to Capital Structure

In the event of certain capitalization adjustments, the Plan Administrator will appropriately adjust: (i) the class(es) and maximum number of securities subject to the Equity Incentive Plan and by which the share reserve may increase automatically each year; (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of ISOs; (iii) the class(es) and maximum number of securities that may be awarded to any participant pursuant to Section 162(m) limits; (iv) the class and maximum number of shares that may be awarded to any non-employee director; and (v) the class(es) and number of securities and price per share of stock subject to outstanding stock awards.

Corporate Transaction

In the event of a corporate transaction or a change in control (as defined in the Equity Incentive Plan and described below), the Plan Administrator may take one or more of the following actions with respect to stock awards, contingent upon the closing or consummation of the corporate transaction, unless otherwise provided in the instrument evidencing the stock award, in any other written agreement between the Combined Entity or one of its affiliates and the participant or in the Combined Entity’s director compensation policy, or unless otherwise provided by the Plan Administrator at the time of grant of the stock award:

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arrange for the surviving or acquiring corporation (or its parent company) to assume or continue the stock award or to substitute a similar stock award for the stock award (including an award to acquire the same consideration paid to the Combined Entity’s stockholders pursuant to the corporate transaction);

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arrange for the assignment of any reacquisition or repurchase rights held by the Combined Entity in respect of common stock issued pursuant to the stock award to the surviving or acquiring corporation (or its parent company);

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accelerate the vesting (and, if applicable, the exercisability) of the stock award to a date prior to the effective time of the corporate transaction as determined by the Plan Administrator (or, if the Plan Administrator does not determine such a date, to the date that is five days prior to the effective date of the corporate transaction), with the stock award terminating if not exercised (if applicable) at or prior to the effective time of the corporate transaction; provided, however, that the Plan Administrator may require participants to complete and deliver to the Combined Entity a notice of exercise before the effective date of a corporate transaction, which is contingent upon the effectiveness of the corporate transaction;

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arrange for the lapse of any reacquisition or repurchase rights held by the Combined Entity with respect to the stock award;

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cancel or arrange for the cancellation of the stock award, to the extent not vested or not exercised prior to the effective time of the corporate transaction, and pay such cash consideration (including no consideration) as the Plan Administrator may consider appropriate; and

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make a payment, in such form as may be determined by the Combined Entity’s board of directors equal to the excess, if any, of (i) the value of the property the participant would have received upon the exercise of the stock award immediately prior to the effective time of the transaction, over (ii) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero if the value of the property is equal to or less than the exercise price. In addition, any escrow, holdback, earnout or similar provisions in the definitive agreement for the corporate transaction may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of common stock.

The Plan Administrator is not required to take the same action with respect to all stock awards or portions of stock awards or with respect to all participants. The Plan Administrator may take different actions with respect to the vested and unvested portions of a stock award.

In the event of a corporate transaction, unless otherwise provided in the instrument evidencing a performance cash award or any other written agreement between the Combined Entity or one of its affiliates and the participant, or unless otherwise provided by the Plan Administrator, all performance cash awards will terminate prior to the effective time of the corporate transaction.

For purposes of the Equity Incentive Plan, a corporate transaction generally will be deemed to occur in the event of the consummation of: (i) a sale or other disposition of all or substantially all of the Combined Entity’s consolidated assets; (ii) a sale or other disposition of more than 50% of the Combined Entity’s outstanding securities; (iii) a merger, consolidation or similar transaction following which the Combined Entity is not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which the Combined Entity is the surviving corporation but the shares of Common Stock outstanding immediately prior to the transaction are converted or exchanged into other property by virtue of the transaction.

Change in Control

Under the Equity Incentive Plan, a stock award may be subject to additional acceleration of vesting and exercisability upon or after a change in control (as defined in the Equity Incentive Plan and described below) as may be provided in the participant’s stock award agreement, in any other written agreement with the Combined Entity or one of its affiliates or in any director compensation policy, but in the absence of such provision, no such acceleration will occur.

For purposes of the Equity Incentive Plan, a change in control generally will be deemed to occur in the event: (i) a person, entity or group acquires, directly or indirectly, securities representing more than 50% of the combined voting power of the Combined Entity’s then outstanding securities, other than by virtue of a merger, consolidation, or similar transaction; (ii) there is consummated a merger, consolidation, or similar transaction

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and, immediately after the consummation of such transaction, the Combined Entity’s stockholders immediately prior thereto do not own, directly or indirectly, more than 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity in substantially the same proportions as their ownership of the Combined Entity’s outstanding voting securities immediately prior to such transaction; (iii) the stockholders or the board of the Combined Entity approve a plan of complete dissolution or liquidation, or a complete dissolution or liquidation will otherwise occur, except for a liquidation into a parent corporation; (iv) there is consummated a sale or other disposition of all or substantially all of the Combined Entity’s consolidated assets, other than a sale or other disposition to an entity in which more than 50% of the entity’s combined voting power is owned by the Combined Entity’s stockholders in substantially the same proportions as their ownership of the Combined Entity’s outstanding voting securities immediately prior to such sale or other disposition; or (v) a majority of the Combined Entity’s board of directors becomes comprised of individuals whose nomination, appointment, or election was not approved by a majority of the board members or their approved successors.

Plan Amendments and Termination

The Plan Administrator will have the authority to amend or terminate the Equity Incentive Plan at any time. However, except as otherwise provided in the Equity Incentive Plan or an award agreement, no amendment or termination of the Equity Incentive Plan may materially impair a participant’s rights under his or her outstanding awards without the participant’s consent.

The Combined Entity will obtain stockholder approval of any amendment to the Equity Incentive Plan as required by applicable law and listing requirements. No incentive stock options may be granted under the Equity Incentive Plan after the tenth anniversary of the date the Equity Incentive Plan was adopted by Forum’s board of directors.

U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences to participants and the Combined Entity with respect to participation in the Equity Incentive Plan, which will not become effective until the date of the closing of the Business Combination. No awards will be issued under the Equity Incentive Plan prior to the date of the closing of the Business Combination. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of stock acquired the Equity Incentive Plan. The Equity Incentive Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. The Combined Entity’s ability to realize the benefit of any tax deductions described below depends on the Combined Entity’s generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of the Combined Entity’s tax reporting obligations.

Nonstatutory Stock Options

Generally, there is no taxation upon the grant of a NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by the Combined Entity or one of its affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date.

Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Combined Entity will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

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Incentive Stock Options

The Equity Incentive Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss.

If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised.

The Combined Entity is not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, the Combined Entity will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness and the provisions of Section 162(m) of the Code, and provided that either the employee includes that amount in income or the Combined Entity timely satisfies its reporting requirements with respect to that amount.

Restricted Stock Awards

Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the stock award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested.

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Restricted Stock Unit Awards

Generally, the recipient of a restricted stock unit award structured to comply with the requirements of Section 409A of the Code or an exception to Section 409A of the Code will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. To comply with the requirements of Section 409A of the Code, the stock subject to a restricted stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the restricted stock unit award otherwise complies with or qualifies for an exception to the requirements of Section 409A of the Code (including delivery upon achievement of a performance goal), in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered.

Stock Appreciation Rights

Generally, if a stock appreciation right is granted with an exercise price equal to the fair market value of the underlying stock on the grant date, the recipient will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, the Combined Entity will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

New Plan Benefits

Awards granted under the Equity Incentive Plan to the Combined Entity’s executive officers and other employees will be discretionary and are not subject to set benefits or amounts under the terms of the Equity Incentive Plan. The Equity Incentive Plan will not become effective until the Closing of the Business Combination and neither Forum’s board of directors nor Forum’s compensation committee has granted any awards under the Equity Incentive Plan subject to stockholder approval of this Incentive Plan Proposal. Accordingly, the benefits or amounts that will be received by or allocated to Forum’s (or the Combined Entity’s) executive officers and other employees under the Equity Incentive Plan, as well as the benefits or amounts which would have been received by or allocated to Forum’s (or the Combined Entity’s) executive officers and other employees for the year ended December 31, 2016 if the Equity Incentive Plan had been in effect, are not determinable.

Vote Required

The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting, assuming that a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Incentive Plan Proposal. Broker non-votes will have no effect with respect to the approval of this proposal.

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This proposal is conditioned on the approval of the Pre-Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal and the ESPP Proposal.

Recommendation of the Board

FORUM’S BOARD UNANIMOUSLY RECOMMENDS THAT THE FORUM STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

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THE ESPP PROPOSAL

Overview

The following is a summary description of the ESPP as proposed to be adopted by Forum in connection with the Business Combination. This summary is not a complete statement of the ESPP and is qualified in its entirety by reference to the complete text of the ESPP, a copy of which is attached hereto as Annex E . Forum stockholders should refer to the ESPP for more complete and detailed information about the terms and conditions of the ESPP.

The purpose of the ESPP is to provide a means whereby the Combined Entity can align the long-term financial interests of its employees with the financial interests of its stockholders. In addition, the board of directors believes that the ability to allow its employees to purchase shares of Common Stock will help the Combined Entity to attract, retain, and motivate employees and encourages them to devote their best efforts to the Combined Entity’s business and financial success. Approval of the ESPP by Forum stockholders will allow the Combined Entity to provide its employees with the opportunity to acquire an ownership interest in the Combined Entity through their participation in the ESPP, thereby encouraging them to remain in service and more closely aligning their interests with those of the Combined Entity’s stockholders.

If this ESPP Proposal is approved by Forum stockholders, the ESPP will become effective as of the date of the closing of the Business Combination. In the event that Forum stockholders do not approve this proposal, the ESPP will not become effective. Forum does not maintain any other employee stock purchase plans.

Description of the ESPP

The material features of the ESPP are described below. The following description of the ESPP is a summary only and is qualified in its entirety by reference to the text of the ESPP.

Purpose

The purpose of the ESPP is to provide a means by which the Combined Entity’s employees may be given an opportunity to purchase shares of Common Stock following the closing of the Business Combination, to assist the Combined Entity in retaining the services of its employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for Forum’s success. The rights to purchase Common Stock granted under the ESPP are intended to qualify as options issued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the Code.

Administration

The Combined Entity’s board of directors will have the power to administer the ESPP and may also delegate administration of the ESPP to a committee comprised of one or more members of its board of directors. The Combined Entity’s board of directors will delegate concurrent authority to administer the Equity Incentive Plan to its compensation committee, but may, at any time, revest in itself some or all of the power delegated to its compensation committee. The Combined Entity’s board of directors and its compensation committee will each be considered to be a Plan Administrator for purposes of this proposal. The Plan Administrator has the final power to construe and interpret both the ESPP and the rights granted under it. The Plan Administrator has the power, subject to the provisions of the ESPP, to determine when and how rights to purchase Common Stock will be granted, the provisions of each offering of such rights (which need not be identical), and whether employees of any parent or subsidiary companies will be eligible to participate in the ESPP.

Stock Subject to ESPP

Subject to adjustment for specified changes in Forum’s capitalization, the maximum number of shares of Common Stock that may be issued under the ESPP is shares, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of up to ten years, commencing on

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January 1 following the effective date of the ESPP and ending on (and including) January 1, 2028, in an amount equal to the lesser of (i) % of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, and (ii) shares of Common Stock; provided, that prior to the date of any annual increase, the board of directors of the Combined Entity may determine that such increase will be less than the amount set forth in clauses (i) or (ii). If any rights granted under the ESPP terminate without being exercised in full, the shares of common stock not purchased under such rights again become available for issuance under the ESPP. The shares of Common Stock issuable under the ESPP will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Combined Entity on the open market.

Offerings

The ESPP will be implemented by offerings of rights to purchase Common Stock to all eligible employees. The Plan Administrator will determine the duration of each offering period, provided that in no event may an offering period exceed 27 months. The Plan Administrator may establish separate offerings which vary in terms (although not inconsistent with the provisions of the ESPP or the requirements of applicable laws). Each offering period will have one or more purchase dates, as determined by the Plan Administrator prior to the commencement of the offering period. The Plan Administrator has the authority to alter the terms of an offering prior to the commencement of the offering period, including the duration of subsequent offering periods. When an eligible employee elects to join an offering period, he or she is granted a right to purchase shares of Common Stock on each purchase date within the offering period. On the purchase date, all contributions collected from the participant are automatically applied to the purchase of Common Stock, subject to certain limitations (which are described further below under “ Eligibility ”).

The Plan Administrator has the discretion to structure an offering so that if the fair market value of a share of Common Stock on any purchase date during the offering period is less than or equal to the fair market value of a share of Common Stock on the first day of the offering period, then that offering will terminate immediately following the purchase of shares of Common Stock on such purchase date, and the participants in such terminated offering will be automatically enrolled in a new offering that begins immediately after such purchase date.

Eligibility

Any individual who is employed by the Combined Entity (or by any of its parent or subsidiary companies if such company is designated by the Plan Administrator as eligible to participate in the ESPP) may participate in offerings under the ESPP, provided such individual has been employed by the Combined Entity (or its parent or subsidiary, if applicable) for such continuous period preceding the first day of the offering period as the Plan Administrator may require, but in no event may the required period of continuous employment be equal to or greater than two years. In addition, the Plan Administrator may provide that an employee will not be eligible to be granted purchase rights under the ESPP unless such employee is customarily employed for more than 20 hours per week and five months per calendar year. The Plan Administrator may also provide in any offering that certain of the Combined Entity’s employees who are “highly compensated” as defined in the Code are not eligible to participate in the ESPP.

No employee will be eligible to participate in the ESPP if, immediately after the grant of purchase rights, the employee would own, directly or indirectly, stock possessing 5% or more of the total combined voting power or value of all classes of the Combined Entity’s stock or of any of the Combined Entity’s parent or subsidiary companies, including any stock which such employee may purchase under all outstanding purchase rights and options. In addition, no employee may purchase more than $25,000 worth of Common Stock (determined based on the fair market value of the shares at the time such rights are granted) under all the Combined Entity’s employee stock purchase plans and any employee stock purchase plans of the Combined Entity’s parent or subsidiary companies for each calendar year during which such rights are outstanding.

If this proposal is approved by the Forum stockholders, all of the Combined Entity’s employees (as of , 2018) will be eligible to participate in the ESPP following the closing of the Business Combination.

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Participation in the ESPP

An eligible employee may enroll in the ESPP by delivering, prior to the date selected by the Plan Administrator as the beginning of an offering period, an agreement authorizing contributions which may not exceed the maximum amount specified by the Plan Administrator, but in any case which may not exceed 15% of such employee’s earnings during the offering period. Each participant will be granted a separate purchase right for each offering in which he or she participates. Unless an employee’s participation is discontinued, his or her purchase right will be exercised automatically at the end of each purchase period at the applicable purchase price.

Purchase Price

The default purchase price per share at which shares of Common Stock are sold on each purchase date during an offering period will be 95% of the fair market value of a share of Common Stock on the purchase date; provided that the Combined Entity’s board of directors or compensation committee may determine a different purchase price prior to the start of an offering period and provided that the purchase price may not be less than the lower of (i) 85% of the fair market value of a share of Common Stock on the first day of the offering period or (ii) 85% of the fair market value of a share of Common Stock on the purchase date. As of , 2018, the closing price of Common Stock as reported on The NASDAQ Capital Market was $ per share.

Payment of Purchase Price; Payroll Deductions

The purchase of shares during an offering period generally will be funded by a participant’s payroll deductions accumulated during the offering period. A participant may change his or her rate of contributions, as determined by the Plan Administrator in the offering. All contributions made for a participant are credited to his or her account under the ESPP and deposited with the Combined Entity’s general funds.

Purchase Limits

In connection with each offering made under the ESPP, the Plan Administrator may specify (i) a maximum number of shares of Common Stock that may be purchased by any participant pursuant to such offering, (ii) a maximum number of shares of Common Stock that may be purchased by any participant on any purchase date pursuant to such offering, (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all participants pursuant to such offering, and/or (iv) a maximum aggregate number of shares of Common Stock that may be purchased by all participants on any purchase date pursuant to such offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of purchase rights granted under such offering would exceed any such maximum aggregate number, then the Plan Administrator will make a pro rata allocation of available shares in a uniform and equitable manner.

Withdrawal

Participants may withdraw from an offering by delivering a withdrawal form to the Combined Entity and terminating their contributions. Such withdrawal may be elected at any time prior to the end of an offering, except as otherwise provided by the Plan Administrator. Upon such withdrawal, the Combined Entity will distribute to the employee his or her accumulated but unused contributions without interest, and such employee’s right to participate in that offering will terminate. However, an employee’s withdrawal from an offering does not affect such employee’s eligibility to participate in any other offerings under the ESPP.

Termination of Employment

A participant’s rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer employed by the Combined Entity or any of its parent or subsidiary companies (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. In such event, the Combined Entity will distribute to the participant his or her accumulated but unused contributions without interest.

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Restrictions on Transfer

Rights granted under the ESPP are not transferable. During a participant’s lifetime, such rights may only be exercised by the participant. Shares and cash in a participant’s accounts are released to the participant’s estate or beneficiary upon death of the participant.

Changes in Capitalization

In the event of certain changes in the Combined Entity’s capitalization, the Plan Administrator will appropriately adjust: (i) the class(es) and maximum number of securities subject to the ESPP; (ii) the class(es) and maximum number of securities by which the share reserve it to increase automatically each year; (iii) the class(es) and number of securities subject to, and the purchase price applicable to, outstanding offerings and purchase rights; and (iv) the class(es) and number of securities that are the subject of any purchase limits under each ongoing offering.

Effect of Certain Corporate Transactions

In the event of a corporate transaction (as defined in the ESPP and described below), (i) any surviving or acquiring corporation (or its parent company) may assume or continue outstanding purchase rights granted under the ESPP or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the corporate transaction) for such outstanding purchase rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such outstanding purchase rights or does not substitute similar rights for such outstanding purchase rights, then the participants’ accumulated contributions will be used to purchase shares of Common Stock within ten business days prior to the corporate transaction under such purchase rights, and such purchase rights will terminate immediately after such purchase.

For purposes of the ESPP, a corporate transaction generally will be deemed to occur in the event of the consummation of: (i) a sale or other disposition of all or substantially all of the Combined Entity’s consolidated assets; (ii) a sale or other disposition of at least 50% of the Combined Entity’s outstanding securities; (iii) a merger, consolidation or similar transaction following which the Combined Entity is not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which the Combined Entity is the surviving corporation but the shares of its common stock outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of such transaction.

Duration, Amendment and Termination

The Plan Administrator may amend or terminate the ESPP at any time. However, except in regard to certain capitalization adjustments, any such amendment must be approved by the Combined Entity’s stockholders if such approval is required by applicable law or listing requirements.

Any outstanding purchase rights granted before an amendment or termination of the ESPP will not be materially impaired by any such amendment or termination, except (i) with the consent of the employee to whom such purchase rights were granted, (ii) as necessary to comply with applicable laws, listing requirements or governmental regulations (including Section 423 of the Code), or (iii) as necessary to obtain or maintain favorable tax, listing or regulatory treatment.

Notwithstanding anything in the ESPP or any offering to the contrary, the Plan Administrator will be entitled to: (i) establish the Exchange Ratio applicable to amounts withheld in a currency other than U.S. dollars; (ii) permit contributions in excess of the amount designated by a participant in order to adjust for mistakes in the processing of properly completed contribution elections; (iii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant’s contributions; (iv) amend any outstanding purchase rights or clarify any ambiguities regarding the terms of any offering to enable such purchase rights to qualify under and/or comply with Section 423 of the Code; and (v) establish other

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limitations or procedures as the Plan Administrator determines in its sole discretion advisable that are consistent with the ESPP. Any such actions by the Plan Administrator will not be considered to alter or impair any purchase rights granted under an offering as they are part of the initial terms of each offering and the purchase rights granted under each offering.

Federal Income Tax Information

The following is a summary of the principal U.S. federal income tax consequences to participants and the Combined Entity with respect to participation in the ESPP. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a purchase right or the sale or other disposition of Common Stock acquired under the ESPP. The ESPP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

Rights granted under the ESPP are intended to qualify for favorable federal income tax treatment associated with rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423 of the Code.

A participant will be taxed on amounts withheld for the purchase of shares of Common Stock as if such amounts were actually received. Otherwise, no income will be taxable to a participant as a result of the granting or exercise of a purchase right until a sale or other disposition of the acquired shares. The taxation upon such sale or other disposition will depend upon the holding period of the acquired shares.

If the shares are sold or otherwise disposed of more than two years after the beginning of the offering period and more than one year after the shares are transferred to the participant, then the lesser of the following will be treated as ordinary income: (i) the excess of the fair market value of the shares at the time of such sale or other disposition over the purchase price; or (ii) the excess of the fair market value of the shares as of the beginning of the offering period over the purchase price (determined as of the beginning of the offering period). Any further gain or any loss will be taxed as a long-term capital gain or loss.

If the shares are sold or otherwise disposed of before the expiration of either of the holding periods described above, then the excess of the fair market value of the shares on the purchase date over the purchase price will be treated as ordinary income at the time of such sale or other disposition. The balance of any gain will be treated as capital gain. Even if the shares are later sold or otherwise disposed of for less than their fair market value on the purchase date, the same amount of ordinary income is attributed to the participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the shares on such purchase date. Any capital gain or loss will be short-term or long-term, depending on how long the shares have been held.

There are no federal income tax consequences to the Combined Entity by reason of the grant or exercise of rights under the ESPP. The Combined Entity is entitled to a deduction to the extent amounts are taxed as ordinary income to a participant for shares sold or otherwise disposed of before the expiration of the holding periods described above (subject to the requirement of reasonableness and the satisfaction of tax reporting obligations).

New Plan Benefits

Participation in the ESPP is voluntary and each eligible employee will make his or her own decision regarding whether and to what extent to participate in the ESPP. In addition, Forum’s board of directors and Forum’s compensation committee have not granted any purchase rights under the ESPP that are subject to stockholder approval of this proposal. The ESPP will not become effective until the date of the Closing of the Business Combination. Accordingly, the benefits or amounts that will be received by or allocated to Forum’s (or

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the Combined Entity’s) executive officers and other employees under the ESPP, as well as the benefits or amounts which would have been received by or allocated to Forum’s (or the Combined Entity’s) executive officers and other employees for the fiscal year ended December 31, 2016 if the ESPP had been in effect, are not determinable. No non-employee directors will be eligible to participate in the ESPP.

Vote Required

The approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting, assuming that a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the ESPP Proposal. Broker non-votes will have no effect with respect to the approval of this proposal.

This proposal is conditioned on the approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal and the Incentive Plan Proposal.

Recommendation of the Board

FORUM’S BOARD UNANIMOUSLY RECOMMENDS THAT THE FORUM STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ESPP PROPOSAL.

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THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow Forum’s board of directors to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to Forum’s stockholders in the event that based upon the tabulated vote at the time of the Special Meeting there are insufficient votes for, or otherwise in connection with, the approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Escrow Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, the Incentive Plan Proposal or the ESPP Proposal. In no event will Forum’s board of directors adjourn the Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under its amended and restated certificate of incorporation and Delaware law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Forum’s stockholders, Forum’s board of directors may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or any other proposal.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Forum Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Abstentions will have the same effect as a vote “AGAINST” this proposal.

Recommendation of the Board of Directors

FOURM’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT FORUM

Overview

Forum is a blank check company incorporated as a Delaware corporation on November 17, 2016 and formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets (a “ business combination ”).

Significant Activities Since Inception

The registration statement for the Forum IPO was declared effective on April 6, 2017. On April 12, 2017, the Company consummated the Forum IPO of 15,000,000 Units, generating gross proceeds of $150,000,000. Simultaneously with the closing of the Forum IPO, Forum consummated the sale of 555,000 Placement Units at a price of $10.00 per Unit in a private placement to the Sponsor, generating gross proceeds of $5,550,000. In addition, at the closing of the Forum IPO, Forum issued 150,000 Representative Shares to EBC, the underwriter for the Forum IPO and certain other related parties.

Following the closing of the Forum IPO on April 12, 2017, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Forum IPO and the Placement Units was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by Forum meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by Forum, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

On April 18, 2017, in connection with the underwriters’ exercise of their over-allotment option in full, Forum consummated the sale of an additional 2,250,000 Units, and the sale of an additional 67,500 Placement Units at $10.00 per Unit, generating total gross proceeds of $23,175,000. In addition, Forum issued an additional 22,500 Representative Shares to the underwriters for no additional consideration. Following the closing of the Forum IPO, an additional $22,725,000 of net proceeds ($10.10 per Unit) was placed in the Trust Account, resulting in $174,225,000 ($10.10 per Unit) held in the Trust Account.

Effecting a Business Combination

Forum is not presently engaged in, and will not engage in, any operations until after the Business Combination. Forum intends to effect the Business Combination using cash held in the Trust Account and, if needed, funds from any additional private equity financings.

Selection of a Target Business and Structuring of the Initial Business Combination

Under Nasdaq rules, an initial business combination must occur with one or more target businesses that together have a fair market value of at least 80% of our assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account count) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by Forum’s board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. Subject to this requirement, Forum’s management has had virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although Forum was not permitted to effectuate an initial business combination with another blank check company or a similar company with nominal operations. In any case, Forum determined that it would only complete an initial business combination in which we acquired 50% or more of the outstanding voting securities of the target or were otherwise not required to register as an investment company under the Investment Company Act.

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Redemption Rights for Holders of Public Shares

Forum is providing its public stockholders with the opportunity to redeem their Public Shares for cash equal to a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay Forum’s franchise and income taxes, divided by the number of then outstanding Public Shares, upon the consummation of the Business Combination, subject to the limitations described herein. As of November 30, 2017, the amount in the Trust Account, net of taxes payable, is approximately $10.13 per Public Share. The Sponsor, officers and directors have agreed to waive their redemption rights with respect to the Founders Shares and any Public Shares they may hold in connection with the consummation of the Business Combination. The Founders Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

The Sponsor, Forum’s officers and directors and EBC have agreed to waive their redemption rights with respect to any capital stock they may hold in connection with the consummation of the Business Combination. The Founders Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Holders of outstanding Units must separate the underlying Public Shares, Public Rights and Public Warrants prior to exercising redemption rights with respect to the Public Shares. For more information about how to separate the underlying Public Shares from Units, see the section titled “ Business Combination Proposal—Redemption Rights .”

Submission of Our Initial Business Combination to a Stockholder Vote

Forum is providing its public stockholders with redemption rights upon consummation of the Business Combination. Public stockholders electing to exercise their redemption rights will be entitled to receive the cash amount specified above, provided that such stockholders follow the specific procedures for redemption set forth in this proxy statement/prospectus relating to the stockholder vote on a Business Combination. Unlike many other blank check companies, Forum’s public stockholders are not required to vote against the Business Combination in order to exercise their redemption rights. If the Business Combination is not completed, then public stockholders electing to exercise their redemption rights will not be entitled to receive such payments.

The holders of the Founders Shares and shares of Class A Common Stock underlying the Placement Units have agreed to vote such Common Stock owned by them in favor of the Business Combination. In addition, the Sponsor, Forum’s officers and directors and EBC have agreed to waive their redemption rights with respect to any capital stock they may hold in connection with the consummation of the Business Combination.

Limitation on Redemption Rights

Notwithstanding the foregoing, our charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemptions with respect to more than 20% of the shares sold in the Forum IPO.

Employees

Forum has three executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to Forum’s affairs until Forum has completed its initial business combination. The amount of time they devote in any time period varies based on the stage of the business combination process Forum is in. Forum does not intend to have any full time employees prior to the consummation of an initial business combination.

Facilities

Forum maintains its principal executive offices at 135 East 57 ^th Street, 8 ^th Floor, New York, New York 10022. The cost for this space is included in the $10,000 per-month aggregate fee an affiliate of the Sponsor

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charges Forum for general and administrative services commencing on April 6, 2017 pursuant to a letter agreement between Forum and an affiliate of the Sponsor. Forum believes, based on rents and fees for similar services in the New York area, that the fee charged by the Sponsor is at least as favorable as Forum could have obtained from an unaffiliated person.

Legal Proceedings

To the knowledge of Forum’s management, there are no legal proceedings pending against Forum.

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FORUM’S MANAGEMENT

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to Forum and its consolidated subsidiaries before the Business Combination.

Directors and Executive Officers

The directors and executive officers of Forum are as follows as of the date of this proxy statement/prospectus:


Name	Age		Position
Stephen A, Vogel		68	Executive Chairman and Director (Class two)
Marshall Kiev		49	Co-Chief Executive Officer, President and Director (Class two)
David Boris		57	Co-Chief Executive Officer and Chief Financial Officer and Director (Class two)
Jerry Elliott		57	Director (Class one)
Neil Goldberg		64	Director (Class one)
Richard Katzman		60	Director (Class one)
Steven Berns		53	Director (Class one)

Stephen A. Vogel has been our Executive Chairman since December 2016 and is a director on our board of directors. Mr. Vogel has over 40 years of operating and private equity experience. He has served as General Partner of Vogel Partners, LLP, a private investment firm, since 1996. Mr. Vogel began his career in 1971 as President, CEO and Co-Founder of Synergy Gas Corp., a retail propane distribution company. During his 25-year tenure, Mr. Vogel grew Synergy to more than 250,000 customers, 2,700 employees and more than $300 million in annual revenue. Synergy Gas Corp. successfully completed 50 acquisitions during this time and increased its distribution base to 330 retail locations. After selling Synergy Gas Corp. to Northwestern Corp. in 1995, Mr. Vogel co-founded EntreCapital Partners, a private equity firm that focused on companies facing operational or management challenges, and served until 1999. Additionally, he was a venture partner at EnerTech Capital Partners, an energy focused venture capital firm, from 1999 to 2002, and an operating partner at Tri-Artisan Capital Partners, LLC, an investment bank, from 2004 to 2006. Mr. Vogel also served as CEO of Grameen America, a not-for-profit organization that provides microloans to low-income borrowers in the United States, from 2008 to 2013. He was on the board of Netspend (NASDAQ: NTSP), a leader for prepaid stored value platforms, from 2011 to 2013. Mr. Vogel was a member of the Board of Trustees at Montefiore Medical Center and Children’s Hospital for over 20 years and served on the Board of Trustees at Lighthouse International, a non-profit organization. Mr. Vogel is a past Trustee of the Horace Mann School and previously served on the Board of Directors of the National Propane Gas Association. Mr. Vogel received a BS degree from Syracuse University School of Management. We believe Mr. Vogel is well-qualified to serve as a member of our board of directors due to his extensive business experience in strategic planning and corporate development as well as his vast operational experience.

Marshall Kiev has been our Co-Chief Executive Officer and President since inception and is a director on our board of directors. He has over 25 years of alternative investing experience. He has been the President and Founder of MK Capital Partners, a private investment firm, since 2016. The firm’s primary investment strategies include direct private equity, growth equity and venture capital. Mr. Kiev was previously a Director of Cohen Private Ventures (“CPV”), from 2013 to 2016. CPV is a family office investing long-term capital in direct private investments and other opportunistic transactions. Prior to his position with CPV, Mr. Kiev was Chief of Staff at S.A.C. Capital Advisors, an investment firm, from 2010 to 2013. Prior to joining S.A.C., Mr. Kiev was President of Alternative Investments at Family Management Corporation, a multi-family office, from 2007 to 2009, where he oversaw a portfolio of investments in hedge funds and private equity funds. Previously, Mr. Kiev was a Partner at Main Street Resources, a middle-market private equity firm, from 2000 to 2007. He began his career in 1989 at Family Management Corporation where he held a variety of roles over more than a decade. Mr. Kiev is an active member of the Young Presidents’ Organization and a former member of the Dean’s

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Council at Weill Cornell Medical College. Mr. Kiev received an MBA degree from the Stern School of Business at New York University and a BA degree also from New York University. We believe Mr. Kiev is well-qualified to serve as a member of our board of directors due to his extensive financial experience as well as his asset management experience.

David Boris has been our Co-Chief Executive Officer and Chief Financial Officer since inception and is a director on our board of directors. He has over 30 years of Wall Street experience in mergers and corporate finance and has been involved in 13 SPAC transactions as an advisor, investment banker and/or board member, including nine business combinations totaling over $3.4 billion. Mr. Boris has been a Director of Pacific Special Acquisition Corp., a SPAC formed by one of the leading independent investment banks in China, since July 2015. In addition, he served as advisor to Limbach Holdings in connection with its merger with 1347 Capital Corp., a SPAC, from 2015 to 2016. From November 2010 to May 2013, Mr. Boris served as Chairman of Primcogent Solutions LLC, leading the board during the period of the company’s preparation to seek reorganization by way of a voluntary bankruptcy petition, which was filed in 2013. Mr. Boris served as a director of Trio Merger Corp., a SPAC, from its inception through its business combination with SAExploration. Mr. Boris served as Senior Managing Director and Head of Investment Banking at Pali Capital, Inc., an investment banking firm, from 2007 to 2010, and was a founding member and Managing Director of Morgan Joseph & Co. Inc., an investment banking firm, from 2001 to 2007, where he was head of both the Financial Sponsors and Media Groups. Mr. Boris served as President of Ladenburg Thalmann Group Inc. from 1999 to 2000, and was also Executive Vice President and Head of Investment Banking at Ladenburg Thalmann & Co. Inc. from 1998 to 2000. In addition, he was a co-founder, director, and a principal stockholder of Brenner Securities Corporation and its successors. Prior to Brenner, Mr. Boris was at Oppenheimer & Company, as a Senior Vice President and Limited Partner. Mr. Boris began his career as a member of the Business Development Group of W.R. Grace & Company, from 1984 to 1985. He is an active member of the Young Presidents’ Organization. Mr. Boris received a M.B.A. from Columbia University Business School and a B.A. from Vassar College, cum laude. We believe Mr. Boris is well-qualified to serve as a member of the board due to his wide range of experience in capital market activities as well as his activities in special purpose acquisition companies and asset management.

Jerry Elliott is one of our directors on our board of directors. He has 25 years of experience with companies in the internet infrastructure, wireless infrastructure, wireless services, and broadband services sectors. He has been the CEO, President, COO, and CFO of both private equity owned and public companies. Since January 2017, Mr. Elliott has been the Chief Executive Officer of BAI Communications-US, which builds, owns and operates fiber and wireless infrastructure. Mr. Elliott served from 2015 to 2016 as the President and Chief Executive Officer of J5 Infrastructure Partners, which provides site deployment, design, engineering, and installation services to the largest telecommunications and infrastructure companies in the U.S. Previously, from 2012 to 2014, he was President of Cricket Wireless, which was acquired in 2014 by AT&T for $4.1 billion. From 2006 to 2007, Mr. Elliott was President and CEO of Global Signal, which owned 11,000 cell towers throughout the U.S. and was acquired by Crown Castle in 2007 for $5.7 billion. He also has been the President of Frontier Communications (NYSE: FTR), a provider of commercial and residential broadband services, and CFO of Virgin Media, the largest provider of internet, video and wireless services in the U.K. Mr. Elliott began his career in the industry in 1996 as a Managing Director in the Media and Communications investment banking group at Morgan Stanley. Mr. Elliott has served on the Board of Directors of several companies in the technology, media, and telecommunications industries including Transit Wireless, Global Signal, Tekelec, Super Media, Suncom Wireless, Ntelos, Frontier Communications, SpineWave, and Caribe Media. He is an Adjunct Professor of Management at the U.S. Military Academy at West Point. Mr. Elliott received an LL.M. in tax law from New York University and received a B.B.A. in both finance and accounting and a J.D. degree from Baylor University. We believe Mr. Elliott is well-qualified to serve as a member of the board due to his experience in finance and industry.

Neil Goldberg is one of our directors on our board of directors. He has 44 years of retailing, merchandising, general management and real estate experience. Mr. Goldberg has served as President and CEO of Raymour and Flannigan Furniture and Holdings, one of the largest furniture retailers in the United States, since 1972. He has

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lead the growth of Raymour and Flannigan from three local stores to its current 106 locations across seven Northeast states employing more than 4,700 people. In addition, Mr. Goldberg has been active on numerous national industry boards including the National Home Furnishing Association, the Home Furnishing Council, the American Furniture Hall of Fame and FurnitureFan.com. He has also participated on the board of local and national charitable organizations including the HSBC Bank Regional Board, the Metropolitan Development Association, Say Yes to Education, the Salvation Army of Central New York and the Syracuse University School of Management. Mr. Goldberg has been honored for his work as a recipient of the Ernst and Young Entrepreneur of the Year, the City of Hope Spirit of Life Award and the Anti-Defamation League American Heritage Award. Mr. Goldberg received a B.S. in accounting from the Syracuse University School of Management. We believe Mr. Goldberg is well-qualified to serve as a member of the board due to his experience in operations and real estate.

Richard Katzman is one of our directors on our board of directors. He is a private investor in early stage companies and a member of the New York Angels investing group, advising and investing in over two dozen startups. He is also an Executive Director and board member of The Noodle Companies, a group of early stage ventures seeking to increase transparency and efficiency in education, based in New York City. Mr. Katzman was President, Chairman & CEO of Kaz, Incorporated, a multinational consumer appliance company, from 1987 until its sale in December 2010. Kaz’s products include humidifiers, vaporizers, digital thermometers, hot/cold therapy, heaters, fans, and air cleaners. Under his leadership, the company grew from $4 million in annual sales to $500 million by expanding its product offerings, developing international distribution, and pioneering brand extension licensing with global power brands Vicks, Honeywell and Braun. Mr. Katzman also co-founded Terra Firma Software, a provider of enterprise solutions and an early developer of Macintosh applications, in 1982. Mr. Katzman is a board member of Brown University’s Entrepreneurship Program, was Executive in Residence for the first cohort of the IE-Brown Executive MBA program in 2011-12 and has been a judge in several business plan competitions. Mr. Katzman was a board member of Princeton Review from its founding in 1982 until 2012, currently serves on the boards of Hudson Opera House, Bard’s Creative Council, and Generation Citizen, and was a trustee of Columbia Memorial Hospital in Hudson, NY. He is also a member of the Young Presidents’ Organization. Mr. Katzman graduated with an A.B. from Brown University and attended the Singularity University Executive Program. We believe Mr. Katzman is well-qualified to serve as a member of the board due to his experience in finance and operations.

Steven Berns is one of our directors on our board of directors. He has more than 30 years of senior management, financial and operating experience in public companies. He has been Chief Operating Officer and Chief Financial Officer of Shutterstock, Inc. (NYSE: SSTK), a leading global provider of high-quality licensed photographs, vectors, illustrations, videos and music to businesses, marketing agencies and media organizations around the world, since September 2015. From July 2013 through August 2015, Mr. Berns served as Executive Vice President and Chief Financial Officer of Tribune Media (formerly Tribune Company), one of the country’s leading multimedia companies, operating businesses in broadcasting, publishing and digital. Prior to that time, Mr. Berns was the Executive Vice President and Chief Financial Officer of Revlon, Inc. (NYSE: REV), a worldwide cosmetics and beauty products company, from May 2009 to July 2013. Prior to that time, Mr. Berns was Chief Financial Officer of Tradeweb, LLC, a leading over-the-counter, multi-asset class online marketplace, and a pioneer in the development of electronic trading and trade processing, since November 2007. From November 2005 until July 2007, Mr. Berns served as President, Chief Financial Officer and Director of MDC Partners Inc. (NASDAQ: MDCA) and from September 2004 to November 2005, Mr. Berns served as Vice Chairman and Executive Vice President of MDC Partners. Prior to that, Mr. Berns was the Senior Vice President and Treasurer of Interpublic Group of Companies, Inc., (NYSE: IPG) an organization of advertising agencies and marketing services companies from August 1999 until September 2004. Before that, Mr. Berns held a variety of positions in finance at Revlon, Inc. from April 1992 until August 1999, becoming Vice President and Treasurer in 1996. Prior to joining Revlon in 1992, Mr. Berns worked at Paramount Communications Inc. and at a predecessor public accounting firm of Deloitte & Touche. Mr. Berns is a Certified Public Accountant. Mr. Berns served as a Director and Chairman of the Audit Committee of Shutterstock, Inc. from 2012 through July 2015. He served as a Director and member of the Audit and Compensation Committees for LivePerson, Inc.

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(NASDAQ: LPSN) from April 2002 until June 2011. Mr. Berns received a B.S. from Lehigh University and an M.B.A. from the Stern School of Business at New York University. We believe Mr. Berns is well-qualified to serve as a member of the board due to experience in finance and operations.

Number and Terms of Office of Officers and Directors

Forum’s board of directors is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to its first annual meeting of stockholders) serving a two-year term. The term of office of the first class of directors, consisting of Messrs. Boris, Kiev and Vogel, will expire at Forum’s first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Elliott, Goldberg, Katzman and Berns, will expire at the second annual meeting of stockholders. Forum does not currently intend to hold an annual meeting of stockholders until after it consummates its initial Business Combination (unless it does not consummate its initial Business Combination prior to April 12, 2019, in which case NASDAQ rules require that Forum hold an annual meeting prior to April 12, 2019).

Forum’s officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Forum’s board of directors is authorized to appoint persons to the offices set forth in Forum’s bylaws as it deems appropriate. Forum’s bylaws provide that its officers may consist of a Chief Executive Officer, President, Chief Financial Officer, Secretary and such other offices as may be determined by the board of directors.

Stockholder Communications

Stockholders who wish to communicate directly with Forum’s board of directors, or any individual director, should direct questions in writing to Forum’s Corporate Secretary, Former Merger Corporation, c/o Forum Investors I, LLC, 135 East 57th Street, 8th Floor, New York, New York 10022. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters must identify the author and clearly state whether the intended recipients are all members of the board of directors or just certain specified individual directors. The Corporate Secretary will make copies of all such letters and circulate them to the appropriate director or directors.

Director Independence

NASDAQ listing standards require that a majority of Forum’s board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of Forum’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Each of Messrs. Berns, Elliott, Goldberg and Katzman is considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Forum’s independent directors have regularly scheduled meetings at which only independent directors are present.

Board Leadership Structure and Role in Risk Oversight

Forum’s board of directors recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of Forum at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and Forum’s governing documents do not mandate a particular structure. This has allowed Forum’s board of directors the flexibility to establish the most appropriate structure for Forum at any given time.

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Forum’s board of directors is actively involved in overseeing Forum’s risk management processes. Forum’s board of directors focuses on its general risk management strategy and ensures that appropriate risk mitigation strategies are implemented by management. Further, operational and strategic presentations by management to Forum’s board of directors include consideration of the challenges and risks of Forum’s businesses, and Forum’s board of directors and management actively engage in discussion on these topics. In addition, each of Forum’s board of directors’ committees considers risk within its area of responsibility. For example, Forum’s Audit Committee provides oversight to legal and compliance matters and assesses the adequacy of Forum’s risk-related internal controls. Forum’s Compensation Committee considers risk and structures the Company’s executive compensation programs, if any, to provide incentives to reward appropriately executives for growth without undue risk taking.

Compensation Committee Interlocks and Insider Participation

None of Forum’s executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on Forum’s board of directors.

Executive Compensation

No Forum executive officer has received any cash compensation for services rendered to Forum. Commencing on the April 6, 2017 through the acquisition of a target business, Forum will pay an affiliate of the Sponsor an aggregate fee of $10,000 per month for providing Forum with office space and certain office and secretarial services. However, this arrangement is solely for our benefit and is not intended to provide Forum’s executive officers or directors compensation in lieu of a salary.

Other than the $10,000 per month administrative fee and the repayment of any loans made by the Sponsor to Forum, no compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to the Sponsor, members of Forum’s management team or their respective affiliates, for services rendered prior to or in connection with the consummation of Forum’s initial business combination (regardless of the type of transaction that it is). However, they will receive repayment of any loans from the Sponsor, officers and directors for working capital purposes and reimbursement for any out-of-pocket expenses incurred by them in connection with activities on Forum’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by Forum.

After Forum’s initial business combination, members of Forum’s management team who remain with Forum may be paid consulting, management or other fees from the Combined Entity with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.

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SELECTED FINANCIAL AND OTHER DATA OF FORUM

Forum is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

Forum’s balance sheet data as of September 30, 2017 and statement of operations data for the nine months ended September 30, 2017 are derived from Forum’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Forum’s balance sheet data as of December 31, 2016 and statement of operations data for the period from November 17, 2016 (inception) through December 31, 2016 are derived from Forum’s audited financial statements included elsewhere in this proxy statement/prospectus. C1’s balance sheet data as of September 30, 2017 and statement of income data for the nine months ended September 30, 2017 and 2016 are derived from C1’s unaudited financial statements included elsewhere in this proxy statement/prospectus. C1’s balance sheet data as of December 31, 2016 and 2015 and statement of income data for the years ended December 31, 2016 and 2015 are derived from C1’s audited financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with each of C1’s and Forum’s consolidated financial statements and related notes and “ C1 ’ s Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ,” “ Forum ’ s Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” contained elsewhere herein.


	Nine Months Ended September 30, 2017		For the Period from November 17, 2016 (inception) through December 31, 2016
	(in thousands, except share and per share amounts)
Statements of Operations Data:
Revenue	$	—	$	—
Loss from operations		(235)		(2)
Interest income		732		—
Unrealized gain		7		—
Net income (loss)		335		(2)
Basic and diluted net loss per share		(0.04)		(0.00)
Weighted average shares outstanding excluding shares subject to possible redemption—basic and diluted		4,864,925		3,750,000


	As of September 30, 2017		As of December 31, 2016
	(in thousands)
Balance Sheet Data:
Working capital	$	191	$	9
Trust account		174,965		—
Total assets		175,380		38
Total liabilities		224		16
Value of common stock subject to redemption		170,156		—
Shareholders’ equity		5,000		23

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS OF FORUM

The following discussion of Forum’s financial condition and results of operations should be read in conjunction with Forum’s consolidated financial statements and notes to those statements included in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Please see “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus. Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to Forum and its consolidated subsidiaries before the Business Combination.

Overview

We are a blank check company incorporated on November 17, 2016 in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering and the sale of Placement Units that occurred simultaneously with the completion of our Initial Public Offering, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of Common Stock or preferred stock:

•

may significantly reduce the equity interest of our stockholders;

•

may subordinate the rights of holders of shares of Common Stock if we issue shares of preferred stock with rights senior to those afforded to our shares of Common Stock;

•

will likely cause a change in control if a substantial number of our shares of Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and

•

may adversely affect prevailing market prices for our securities.

Similarly, if we issue debt securities, it could result in:

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default and foreclosure on our assets if our operating revenues after a Business Combination are insufficient to pay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and

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our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete a Business Combination will be successful.

Results of Operations

We neither engaged in any operations nor generated any revenues during the for the period from November 17, 2016 (inception) to December 31, 2016. Our entire activity since inception was to prepare for our proposed fundraising through an offering of our equity securities.

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We neither engaged in any operations nor generated any revenues during the nine months ended September 30, 2017. Our only activities from inception to September 30, 2017 were organizational activities and those necessary to consummate the Initial Public Offering, described below, and identifying a target company for a Business Combination. Following the Initial Public Offering, we do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on cash and marketable securities held after the Initial Public Offering, which we expect to be insignificant in view of the currently low interest rates on risk-free investments. There has been no significant change in our financial position and no material adverse change has occurred since the date of our audited financial statements included in our registration statement for the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2017, we had net income of $238,634, which consists of interest income on marketable securities held in the Trust Account of $405,853 and an unrealized gain on marketable securities held in our Trust Account of $56,174, offset by operating costs of $104,290 and a provision for income taxes of $119,103.

For the nine months ended September 30, 2017, we had net income of $335,550, which consists of interest income on marketable securities held in the Trust Account $732,299 and an unrealized gain on marketable securities held in our Trust Account $7,435, offset by operating costs of $235,155, and a provision for income taxes of $169,029.

Liquidity and Capital Resources

On April 12, 2017, we consummated the Initial Public Offering of 15,000,000 Units at a price of $10.00 per Unit generating gross proceeds of $150,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 555,000 Private Units to our Sponsor at a price of $10.00 per Unit, generating gross proceeds of $5,550,000.

On April 18, 2017, in connection with the underwriters’ exercise of their over-allotment option in full, we consummated the sale of an additional 2,250,000 Units and the sale of an additional 67,500 Placement Units at $10.00 per Unit, generating total gross proceeds of $23,175,000.

Following the Initial Public Offering and the exercise of the over-allotment option, a total of $174,225,000 was placed in the Trust Account. We incurred $3,927,424 in Initial Public Offering related costs, including $3,450,000 of underwriting fees and $477,424 of Initial Public Offering costs.

As of September 30, 2017, we had cash of $337,067 held outside the Trust Account, which is available for use by us to cover the costs associated with identifying a target business, negotiating a Business Combination, due diligence procedures and other general corporate uses. In addition, as of September 30, 2017, we had accounts payable and accrued expenses of $52,549.

As of September 30, 2017, we had cash and marketable securities held in the Trust Account of $174,964,734 (including approximately $740,000 of interest income) consisting of U.S. treasury bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes and up to $100,000 of dissolution expenses. Through September 30, 2017, we did not withdraw any funds from the interest earned on the Trust Account.

For the nine months ended September 30, 2017, cash used in operating activities was $262,471, consisting primarily of net income of $335,550, interest earned on cash and marketable securities held in the Trust Account of $732,299 and an unrealized gain on marketable securities held in our Trust Account of $7,435. Changes in operating assets and liabilities provided $141,713 of cash from operating activities.

We intend to use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto. To the

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extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to finance transaction costs in connection with a Business Combination, our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Units of the post business combination entity at a price of $10.00 per Unit at the option of the lender. Such Units would be identical to the Placement Units. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amounts necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Common Stock upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support provided to the Company. We began incurring these fees on April 7, 2017 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”) requires management to make estimates and

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assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has not identified any critical accounting policies.

Quantitative and Qualitative Disclosures About Market Risk

All activity through September 30, 2017 relates to our formation and our Initial Public Offering and identifying a target company for a Business Combination. We did not have any financial instruments that were exposed to market risks at September 30, 2017.

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INFORMATION ABOUT C1

References in this section to “ConvergeOne” or C1 refers to “C1” Investment Corp. and its consolidated subsidiaries.

ConvergeOne

ConvergeOne is a leading IT services provider of collaboration and technology solutions for large and medium enterprises. ConvergeOne serves clients through its comprehensive engagement model which includes the full lifecycle of services from consultation and design through implementation, optimization, and ongoing support. Approximately 46% of its total revenue in 2016 was derived from its services offerings, which include professional and managed, cloud, and maintenance services. ConvergeOne’s deep technical expertise enables it to deliver complex, multi-vendor solutions across a number of delivery models, including on-premise and in private, hybrid, C1 Cloud, and public cloud environments. ConvergeOne served over 2,900, 3,400, and 3,700 clients in 2014, 2015, and 2016, respectively. From 2014 to 2016, ConvergeOne served 52% of the Fortune 100, 40% of the Fortune 500, and 32% of the Fortune 1000.

Through its leading professional services capabilities, ConvergeOne designs thousands of solutions each year across its core technology markets: (i) collaboration and (ii) enterprise networking, data center, cloud, and security, each of which is complemented by its industry-leading managed, cloud, and maintenance services. Managed, cloud, and maintenance services typically have multi-year contractual terms with high renewal rates and accounted for 29% of its total revenue in 2016. Through ConvergeOne’s relationships with more than 100 leading and next-generation technology partners, its engineers deliver optimal services and solutions to clients regardless of their existing infrastructure.

Collaboration technology is essential to modern business, enabling workforce mobility and driving globalization through connectivity across any device. Collaboration solutions create significant competitive advantages through enhanced productivity, innovative ways of working together, and omni-channel customer engagement models. With its more than 20-year focus on collaboration solutions, ConvergeOne believes it will benefit from the rapid growth of this market. ConvergeOne derived approximately 68% of its total revenue in 2016 from services and technology offerings in the collaboration market.

ConvergeOne believes it is well positioned to capture opportunities resulting from major IT trends. As a result of the increased demand for software-centric and multi-vendor solutions, the process of designing, integrating, and managing these solutions has become significantly more complex. At the same time, businesses are seeking to adopt technologies across a range of delivery methods as they increasingly migrate their infrastructure to the cloud. Enterprises are looking to IT service providers that have the technical expertise and relationships with leading technology partners to deliver these new technologies across any consumption model.

C1’s technical expertise and client-centric culture have led to long-standing and expanding client relationships. With more than 1,180 highly skilled engineers and consulting professionals and approximately 290 sales professionals, ConvergeOne is able to deliver customized services and technology offerings to address the specific needs of its clients. Additionally, among its top 100 clients based on 2016 revenue, ConvergeOne has an average tenure of more than nine years. ConvergeOne generated 93% and 91% of its total revenue in 2015 and 2016, respectively, from clients it served in a prior year.

C1’s services-driven approach has generated industry-leading customer satisfaction rates. According to a third-party conducted survey, ConvergeOne’s Net Promoter Score, or NPS, of 61 in 2016 was more than twice the technology vendor industry average of 30. NPS is a commonly used industry measure of customers’ overall satisfaction. ConvergeOne’s NPS highlights its ability to differentiate itself from competitors through its overall quality of service and technical expertise. Additionally, in this survey 86% of its clients indicated that they are “highly likely” to recommend it to other businesses and organizations.

During 2015 and 2016, ConvergeOne served over 3,400 and 3,700 clients, respectively. ConvergeOne’s client base is diversified across large and medium enterprises and across industry verticals. In 2015,

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ConvergeOne’s top 10 and top 25 clients accounted for 22% and 35% of total revenue, respectively, and its largest client represented approximately 6% of total revenue. In 2016, ConvergeOne’s top 10 and top 25 clients accounted for 17% and 29% of total revenue, respectively, and its largest client represented approximately 4% of total revenue. ConvergeOne’s top 100 clients accounted for 60% and 54% of its total revenue in 2015 and 2016, respectively.

C1’s Market

ConvergeOne participates in a rapidly evolving IT market, which has been driven by numerous technological advancements, including cloud, software-defined infrastructure, virtualization, security, mobility, data analytics, and IoT. These secular trends, along with a mobile and global workforce that expects constant connectivity, have resulted in the need for increasingly complex, distributed, and multi-vendor IT environments. Enterprises are increasingly seeking the assistance of IT service providers who have the expertise to consult, design, integrate, and manage their technology solutions and platforms.

According to Gartner- Enterprise IT Spending , the global IT market is expected to grow from $2.7 trillion in 2015 to $3.0 trillion in 2019, representing a compound annual growth rate, or CAGR, of 3%. ConvergeOne primarily operates in the North American IT market which, according to Gartner- Enterprise IT Spending , is expected to grow from $1.1 trillion in 2015 to $1.3 trillion in 2019, representing a CAGR of 3%. Within this broader market, the North American IT services market is projected to grow from $379 billion in 2015 to $465 billion in 2019, representing a CAGR of 5%, according to Gartner- Enterprise IT Spending.

ConvergeOne is focused on the high-growth collaboration, enterprise networking, data center, cloud, and security solutions markets. These markets are expected to grow in excess of the broader IT market given the pace of technological innovation, the need for enterprises to drive enhanced productivity within their workforce, and the shift from on-premise infrastructure to software-centric hosted and cloud solutions.

C1’s addressable markets are shown below on a global basis:

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(1)

IDC- UC&C

(2)

Gartner- Integrated Systems and Gartner- Enterprise Network Equipment

(3)

Gartner- Public Cloud Services

(4)

Gartner- Information Security

Collaboration

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Illustrative unified communications environment

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Illustrative customer engagement environment:

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As illustrated above, the unified communications and customer engagement markets are highly complex and require the design, configuration, integration, implementation, and management of multiple, disparate technology systems and vendors to provide an interoperable solution with the full breadth of available features and functionality, and a best-in-class user experience. A customer engagement solution typically comprises products from numerous vendors and may have thousands of possible technology combinations.

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This need to integrate new IT solutions and business applications into existing IT infrastructure across multiple vendors and systems is driving increased demand for consulting-led solutions from collaboration services providers. As a result, enterprises are increasingly turning to IT service providers, like its company, to deliver, manage and maintain a fully integrated collaboration solution. IT service providers of collaboration, which offer solutions as part of a service or a cloud environment, are expected to have an advantage over legacy on-premise equipment vendors, according to IDC.

The underlying collaboration market is benefiting from several broader industry trends that are driving increased demand. The modern enterprise’s workforce is both more mobile and global, requiring advanced collaboration capabilities across a range of communication types and devices to drive productivity and improve collaboration both internally and externally. At the same time, enterprises are facing new challenges to effectively engage with their customers, who are demanding more personalized communication and utilizing new channels of engagement. Additionally, the growing complexity of multi-vendor, software-centric solutions is driving the need for advanced managed services.

ConvergeOne believes the collaboration market is in the early stages of the rise of cloud consumption, which is causing businesses to reconsider their deployment strategies for collaboration solutions. According to IDC, hosted and cloud revenue is expected to exceed on-premise revenue in the overall collaboration market in 2016. Businesses are replacing legacy communication systems with Internet-Protocol, or IP, technology that significantly enhances collaboration capabilities, reduces costs, and enables unified communications software applications. ConvergeOne believes this shift will also result in additional services opportunities as enterprises look to IT service providers to help them configure, provision, and manage their software applications in the cloud.

Within the broader collaboration market, hosted and cloud collaboration solutions are expected to grow the fastest because organizations are increasingly looking for scalable, flexible, and mobile friendly solutions while simultaneously seeking to reduce capital costs. IDC estimates that the hosted and cloud collaboration market will grow more than twice as fast as the on-premise market from 2015 to 2019, with hosted and cloud revenue at $12 billion in 2015 and projected to grow to $20 billion by 2019, representing a CAGR of 13%.

Enterprise Networking and Data Center

The increasing number of public, private, and hybrid cloud deployments is a key growth driver for enterprise networking and data center infrastructure technologies. From the supply-side, the infrastructure required to support cloud deployments necessitates upgraded hardware and ongoing maintenance of old platforms and technologies. At the same time, more business applications are delivered and accessed as a service via the cloud, driving demand for faster speeds and higher bandwidth capacity. For example, enterprises are increasingly utilizing the cloud to back up the vast amounts of data they are amassing from increasing regulatory requirements, business continuity needs, IoT, and big data initiatives, driving demand for additional storage and virtualization technology. These trends are forcing enterprises to refresh both their enterprise networking and data center equipment to meet the demands of a modern IT infrastructure. Gartner— Enterprise Network Equipment and Gartner— Integrated Systems estimate that the enterprise networking and data center market (including integrated hardware systems and enterprise LAN/WAN equipment) was $56 billion in 2015 and is projected to grow to $68 billion in 2019, representing a CAGR of 5%.

Cloud

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provider supplies the necessary hardware and software infrastructure, and as a result, there is no need for an enterprise to provision or deploy its own resources or allocate IT staff to manage the service. In a private cloud environment, infrastructure is owned and operated by the enterprise or created and managed by a third party for the business’ exclusive use. A hybrid cloud offers some combination of a public and private cloud. Increasingly, enterprises are utilizing a multi-cloud, multi-vendor strategy, which is driving growth across all environments. Gartner- Public Cloud Services estimates the global cloud infrastructure services and management market (IaaS, PaaS, and cloud management) was approximately $26 billion in 2015 and is projected to grow to $75 billion by 2019, representing a CAGR of 31%.

Security

The increase in the number of connected devices and the increasing prevalence of cyberattacks in recent years has led to a heightened focus on information security for businesses of all sizes. As cyber security has become a mission-critical priority for IT organizations, increases in budgets have driven spending in the enterprise security market. Furthermore, given the complexity of vulnerability detection in today’s dynamic threat landscape, enterprises are increasingly looking to IT service providers with the expertise and resources to design and manage their complex IT security infrastructure to help prevent costly breaches. Gartner- Information Security estimates that worldwide spending on enterprise security (including network security equipment and security services) was $57 billion in 2015 and is projected to grow to $78 billion in 2019, representing a CAGR of 9%.

ConvergeOne believes it is well positioned within the markets in which it competes. ConvergeOne is a client-centric, services-driven organization with deep technical capabilities. ConvergeOne has a team of over 1,180 engineers and consulting professionals with the capability to consult, design, integrate, operate, and optimize its clients’ solutions in the face of increasing IT complexity. As these markets are highly fragmented, ConvergeOne also benefits from its scale, which it believes positions it well and will allow it to gain market share as well as expand sales with existing enterprise clients.

Competitive Strengths

Leading independent provider of services and solutions in the collaboration market

ConvergeOne is a leading independent provider of services and solutions in the collaboration market. In 2016, 68% of its total revenue came from its services and technology offerings in the collaboration market. ConvergeOne’s collaboration clients typically require complex, multi-vendor solutions, which may have thousands of possible technology combinations. ConvergeOne can effectively deliver these solutions given its extensive services and engineering capabilities and strong relationships with more than 100 leading and next-generation technology vendors, including five of the six parties designated in the “Leaders” quadrant in the Gartner Magic Quadrants for collaboration, according to Gartner- UC Magic Quadrant and Gartner- CC Magic Quadrant . ConvergeOne’s more than 20-year focus on this market and its scale, deep domain expertise, and technical and consulting expertise differentiate it from other market participants and allow it to deliver leading collaboration solutions to its clients.

Attractive services-driven business model

Approximately 46% of ConvergeOne’s total revenue in 2016 was derived from its services offerings, which include professional and managed cloud, and maintenance services. ConvergeOne offers a comprehensive suite of services from consultation and design through implementation, optimization, and ongoing support. In 2016, 29% of ConvergeOne’s total revenue was derived from its managed, cloud, and maintenance services. These services typically have multi-year contractual terms, with high renewal rates of approximately 90% in 2015 and 2016.

The strength of ConvergeOne’s services-driven business model is also demonstrated by the fact that 97% of its top 1,000 clients utilized its services in 2016. ConvergeOne’s top 1,000 clients accounted for greater than 90% of its total revenue in 2016.

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C1’s technical expertise and client-centric culture have led to long-standing and expanding client relationships as evidenced by its top 100 clients having an average tenure of approximately nine years as of December 31, 2016. ConvergeOne generated 93% and 91% of its total revenue in 2015 and 2016, respectively, from clients it served in a prior year.

Flexible, scalable delivery model with leading managed and cloud service capabilities

ConvergeOne offers flexible delivery models, enabling its clients to consume its services and solutions on-premise or in private, hybrid, C1 Cloud, and public cloud environments. ConvergeOne’s on-premise solutions can either be managed by the client or by itself depending on specified need. ConvergeOne believes that its ability to deliver and manage complex multi-vendor solutions across environments and with end-to-end services ensures consistent system performance and ongoing client satisfaction.

ConvergeOne provides enterprise-grade, scalable managed and cloud services. As part of its managed and cloud services, ConvergeOne provides an extensive portfolio of incident avoidance offerings, including its proprietary OnGuard software. ConvergeOne’s OnGuard software extends beyond traditional monitoring systems, which are focused on network and application monitoring, to include proactive, capacity, predictive, and preventative monitoring to ensure its clients’ systems are operating effectively. Additionally, ConvergeOne utilizes three state-of-the-art Network Operations Centers, or NOCs, which operate 24x7x365 and all of which are SOC 2 Type II compliant and one of which is also PCI compliant, enabling it to support approximately 1,350 clients and securely manage approximately three million end points over multiple time zones and geographies.

Deep technological expertise and proprietary intellectual property to solve ConvergeOne’s clients’ IT challenges

C1’s highly skilled team of over 1,180 engineers and consulting professionals has the capabilities and skills necessary to address the complex IT needs of large and medium enterprises across its core technology markets: (i) collaboration and (ii) enterprise networking, data center, cloud, and security. ConvergeOne’s dedicated team of engineers and consulting professionals has an average of seven years of experience with ConvergeOne.

ConvergeOne has been highly successful at identifying new technologies and have a long history of innovation, as evidenced by its C1 Cloud offering and the development of its own proprietary intellectual property. ConvergeOne’s proprietary OnGuard software extends beyond traditional monitoring systems, which are focused on network and application monitoring, to include proactive, capacity, predictive, and preventative monitoring, to ensure its clients’ systems operate optimally. ConvergeOne believes this has been a key differentiator in attracting new clients and retaining existing clients. Additionally, within ConvergeOne’s advanced solutions development team, it has developed custom applications for cloud connectors that tie into numerous business applications, including enterprise resource planning and customer relationship management, many of which help ConvergeOne’s clients better engage with customers.

Long-standing and expanding enterprise client relationships

ConvergeOne served over 2,900, 3,400, and 3,700 clients in 2014, 2015, and 2016, respectively. From 2014 to 2016, it served 52% of the Fortune 100, 40% of the Fortune 500, and 32% of the Fortune 1000. The average tenure of its top 100 clients was more than nine years as of December 31, 2016, and it generated 93% and 91% of its total revenue during 2015 and 2016, respectively, from clients it served in a prior year. ConvergeOne cultivated these long-standing relationships through its commitment to exceptional client service and strong technical expertise.

C1’s client-centric approach has also helped drive industry leading customer satisfaction rates. According to a third-party conducted survey, its NPS of 61 for 2016 was more than twice the technology vendor industry average of 30. ConvergeOne’s NPS highlights its ability to differentiate itself from competitors through its overall quality of service and technical expertise. Additionally, in these surveys, 86% of ConvergeOne’s clients indicated that they are “highly likely” to recommend it to other businesses and organizations.

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Differentiated culture fostering motivated and empowered employees to deliver outstanding service

ConvergeOne cultivates and support a dynamic culture that empowers and motivates its employees to deliver exceptional service to its clients. ConvergeOne’s success in motivating and empowering its employees is evidenced by its high levels of customer satisfaction and employee retention rate. ConvergeOne is able to attract and retain its IT professionals through a development-focused work culture that has experienced a retention rate of approximately 90%, for engineers and consultants for 2015 and 2016. The consistency of ConvergeOne’s workforce also contributes to its high client satisfaction rates relative to its industry peers. According to a third-party conducted survey, its NPS of 61 for 2016 was more than twice the technology vendor industry average of 30. ConvergeOne’s NPS highlights its ability to differentiate itself from competitors through its overall quality of service and technical expertise.

Growth Strategies

Expand cloud and security services

Cloud and security are among the fastest growing and most complex IT markets. ConvergeOne’s cloud and security businesses represent significant growth opportunities as it enhances its existing capabilities and further penetrates its client base. ConvergeOne provides cloud solutions to its clients in four distinct environments: (i) private cloud, (ii) C1 Cloud, (iii) hybrid cloud, and (iv) public cloud. ConvergeOne believes it is well positioned to help its clients with their cloud migration strategy given its technical expertise, service capabilities, and multi-vendor expertise. ConvergeOne provides end-to-end network and data security solutions to its clients that combine multiple trusted security technologies into a single platform. Additionally, ConvergeOne provides disaster recovery plans that support every level of its clients’ enterprise from before the event occurs all the way through to the aftermath.

Deepen existing client relationships

ConvergeOne believes it is well positioned to identify new opportunities or enhance existing services and solutions within its existing clients. In 2016, 68% of ConvergeOne’s total revenue came from services and technology offerings in the collaboration market, and ConvergeOne believes there are additional opportunities to sell its services and solutions across its other core technology markets, including enterprise networking, data center, cloud, and security, into its existing client base. In addition, ConvergeOne has the ability to further penetrate its existing client base with its managed, cloud, and maintenance services.

Develop new relationships to expand ConvergeOne’s client base

ConvergeOne intends to continue to grow its client base by expanding its team of approximately 290 sales professionals. By leveraging ConvergeOne consulting and engineering capabilities and its deep understanding of the underlying technologies, it competes effectively for new clients. ConvergeOne is focused on building its brand to grow within its existing and target end markets where there is strong demand for the services and solutions it provides. In 2015 and 2016, ConvergeOne added 387 and 425 new clients, respectively, illustrating the strength of its sales organization and its ability to attract new clients.

Attract, develop, and retain skilled professionals

To support ConvergeOne’s growth and maintain its competitive position as a leading IT services provider, ConvergeOne’s plan to grow its highly skilled employee base. Today, ConvergeOne has over 1,180 engineers and consulting professionals and approximately 290 sales professionals with extensive technical expertise. These professionals enable ConvergeOne to use innovative pre-sales strategies, which utilize engineering and consulting expertise to help drive high-value services, and demonstrate competency in developing complex solutions for multi-vendor environments.

Continue to grow ConvergeOne’s strong domestic footprint and expand internationally

ConvergeOne has a strong and growing presence in the United States and it believes there are significant opportunities for further domestic expansion. Globally, ConvergeOne supports approximately 90 multinational

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clients through its managed services capabilities and its global alliances. ConvergeOne believes there are multiple attractive market opportunities, both domestically and internationally. ConvergeOne will continue to opportunistically expand into new markets.

Add new capabilities and geographic regions through strategic acquisitions

ConvergeOne operates in a fragmented market that offers significant consolidation opportunities. Historically, ConvergeOne has been successful acquiring and integrating companies that have enhanced its offerings and ability to serve its clients. ConvergeOne’s recent acquisitions of RGTS, Amese, and SPS in 2017 and of SIGMAnet, MSN, and Sunturn in 2015 demonstrate its commitment to this strategy and success in integrating acquired companies. ConvergeOne will continue to evaluate strategic acquisitions and partnerships that enhance its capabilities and expand its geographic footprint, both domestically and internationally.

ConvergeOne’s Services and Technology Offerings

ConvergeOne provides innovative services and complex, multi-vendor solutions to large and medium enterprises across a variety of delivery models through its dedicated team of over 1,180 highly skilled engineers and consulting professionals. ConvergeOne serves clients through its comprehensive engagement model which includes the full lifecycle of services from consultation and design through implementation, optimization, and ongoing support. Approximately 46% of ConvergeOne’s total revenue in 2016 was derived from its services offerings, which include professional and managed, cloud, and maintenance services. Through ConvergeOne’s leading professional services capabilities, ConvergeOne designs thousands of solutions each year across its core technology markets: (i) collaboration and (ii) enterprise networking, data center, cloud, and security. ConvergeOne’s technology offerings are complemented by its industry-leading managed, cloud, and maintenance services. ConvergeOne’s deep technical expertise enables it to deliver complex, multi-vendor solutions across a number of delivery models, including on-premise and in private, hybrid, C1 Cloud, and public cloud environments. In 2016, 97% of its top 1,000 clients utilized ConvergeOne’s services.

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Year ended December 31, 2016.

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ConvergeOne’s Services

Approximately 46% of ConvergeOne’s total revenue in 2016 was derived from its services offerings, which include professional and managed, cloud, and maintenance services. ConvergeOne provides professional and managed, cloud, and maintenance services across its core technology markets: (i) collaboration and (ii) enterprise networking, data center, cloud, and security.

Managed, Cloud, and Maintenance Services. Managed, cloud, and maintenance services are contractual services, which typically have multi-year contractual terms and high renewal rates. In 2016, 29% of ConvergeOne’s total revenue came from its managed, cloud, and maintenance services.

C1’s managed, cloud, and maintenance services include incident-based support, 24x7x365 remote monitoring, Level 3 engineer support, connectivity management, cloud management, parts management, and warranty management. ConvergeOne supports approximately 1,350 clients across approximately 9,600 locations in the United States and over 300 locations internationally. ConvergeOne manages approximately three million end points over multiple time zones and geographies. In addition, ConvergeOne provides third-party maintenance to its clients on behalf of its technology partners.

As part of ConvergeOne’s managed services, it provides an extensive portfolio of incident avoidance offerings, including its proprietary OnGuard software. OnGuard extends beyond traditional monitoring systems, which are focused on network and application monitoring, to include proactive, capacity, predictive, and preventative monitoring to ensure ConvergeOne’s clients’ systems are operating effectively. ConvergeOne believes this has been a key differentiator in attracting new clients and retaining existing clients. ConvergeOne’s monitoring capabilities have also enabled its engineers to identify and quickly address potential issues, leading to an in-house resolution rate for service calls of over 98% for both 2015 and 2016, with less than 2% of calls requiring escalation to its technology partners.

As required by ConvergeOne’s large and medium enterprise client base, ConvergeOne’s managed services are designed to be secure and scalable. In May 2016, ConvergeOne successfully completed a SOC 2 Type II audit, validating its security, compliance, and safety-related controls and safeguards for hosting customer data.

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ConvergeOne has the capabilities to provide its managed, cloud, and maintenance services on-premise or in private, C1 Cloud, hybrid, and public cloud environments based on the service and security needs of its clients, which differentiates it from other IT solution providers.

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ConvergeOne believes it is well positioned to take advantage of the continued shift from on-premise to cloud as it can offer solutions across multiple delivery models.

ConvergeOne’s Technology Offerings

ConvergeOne provides technology offerings to its clients across its core technology markets: (i) collaboration and (ii) enterprise networking, data center, cloud, and security. In 2016, 54% of its total revenue came from its technology offerings.

ConvergeOne solves its clients’ complex IT challenges by providing enterprise grade solutions through its deep vendor relationships, comprehensive services, and national network of its more than 700 engineers and consulting professionals. ConvergeOne can deliver its technology offerings across a number of delivery models including on-premise, and in private, hybrid, and public clouds as well as its proprietary C1 Cloud, regardless of clients’ existing infrastructure, providing them with flexibility and optionality. Additionally, ConvergeOne can provide its offerings as a managed service.

ConvergeOne’s deep technical expertise and end-to-end service capabilities differentiates it from other IT service providers and allows it to provide leading, multi-vendor solutions to solve its clients’ needs. It is ConvergeOne’s deep services capabilities and technology expertise that have allowed it to create long-term, recurring client relationships. Across ConvergeOne’s technology offerings it is focused on providing full lifecycle services to ensure the best solution is designed, implemented, maintained, and managed according to its clients’ unique business needs. ConvergeOne ensures client satisfaction and quality control through its continuous improvement methodology, which incorporates the highest standards in process and information management including lean six sigma, ITIL / ITSM, SOC2, PCI compliance, analytics, as well as other review, audit, and governance management processes.

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Our Core Technology Markets

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Collaboration

ConvergeOne’s collaboration services and technology offerings, which represented 68% of its total revenue in 2016, are primarily comprised of unified communications and customer engagement software. ConvergeOne’s unified communications solutions focus on enabling communication anywhere on any device and its customer engagement applications focus on delivering a more personalized and omni-channel experience for its clients’ end customers. With ConvergeOne’s more than 20-year focus on collaboration solutions, it believes it is well positioned to benefit from the growing complexity of collaboration solutions and the rapid growth of this market. ConvergeOne believes these offerings enhance its clients’ competitiveness, efficiency, and overall customer experience while also addressing the constantly evolving challenges they encounter in an increasingly mobile, global, and connected world.

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ConvergeOne begins each client collaboration engagement with a thorough assessment of the business and system requirements. After identifying the best technology, which typically comprises products from more than ten partners and may have thousands of possible combinations, ConvergeOne implements, integrates, and optimizes the necessary network and data center infrastructure assets. As part of this process, ConvergeOne also integrates the new technology with existing enterprise applications, such as ERP and CRM systems, either through custom application development or cloud connectors. Once the offering is deployed, ConvergeOne would then provide ongoing maintenance, management, and optimization services to ensure the solution meets its clients’ needs.

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Unified Communications

ConvergeOne’s unified communications solutions improve its clients’ collaboration inside and outside their business, as well as enhance customer satisfaction with faster response and service delivery. Select capabilities include:

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ConvergeOne’s communications applications primarily consist of voice, email, presence, chat / text, and video technologies.

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ConvergeOne’s messaging solutions offer comprehensive voice and text messaging capabilities including single mailbox access across any device, visual voicemail, email, text to speech, and notification among others.

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ConvergeOne’s mobility and BYOD solutions technology allow for business continuity with the seamless connection of mobile, landline, cellular, and Wi-Fi enabled devices and makes it easy for its clients’ employees to use their devices as extensions of their enterprise network.

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ConvergeOne’s conferencing solutions support a broad range of conferencing methods from high definition room systems and desktop, mobile, and tablet-based video conferencing solutions to streaming and recording as well as security services.

Additionally, ConvergeOne’s software integration expertise spans across traditional communication applications and custom-built applications that have been tailored to meet the specific business needs of its clients. These applications include all forms of enterprise communication, messaging and collaboration.

Customer Engagement

ConvergeOne’s customer engagement solutions enable its clients to deliver their end customers a more personalized experience by enabling communication across any channel, tracking, and analyzing critical business information, monitoring social media while still optimizing their own internal resources. Select capabilities include:

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ConvergeOne’s omni-channel solutions enable its clients to operate efficiently across channels including inbound client-assisted or self-service voice in addition to a host of non-voice options such as email, text, chat, and social media.

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ConvergeOne’s self-service Interactive Voice Recognition, or IVR, and advanced routing solutions provide its clients with the technology they need to quickly address or route questions to the best available solution, either agent or automated tool.

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ConvergeOne’s social media solutions provide its clients with the necessary social media monitoring, marketing, and analytics applications to enhance client interactions and experience.

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ConvergeOne’s remote agent solutions enable its clients’ remote workforce to effectively collaborate with their clients across all channels including voice, email, video, text, and chat.

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ConvergeOne’s end-to-end business intelligence and analytics solutions enable its clients to track, integrate, and analyze customer information to personalize responses and offerings to their end customers.

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ConvergeOne’s workforce optimization solutions provide applications that allow client service teams to provide the right level of support and to measure performance based on detailed analytics.

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ConvergeOne’s integration software and cloud connector solutions allow the coordination and integration between disparate systems.

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Enterprise Networking, Data Center, Cloud, and Security

In addition to collaboration, ConvergeOne provides services and technology offerings to its clients across enterprise networking, data center, cloud and security, which in aggregate represented 32% of its total revenue in 2016.

Enterprise Networking

ConvergeOne’s enterprise networking technology solutions ensure that its clients have access to cost-effective and innovative networking options, including Network Function Virtualization, or NFV, and Software Defined Networking, or SDN, as well as the capacity and security to securely transmit bandwidth-intensive data, voice, video, and wireless applications.

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ConvergeOne’s mobile device management offering secures and manages mobile devices, creating an open ecosystem for its clients’ mobility applications across disparate networks.

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ConvergeOne’s routing and switching technology offerings primarily includes local-area network, or LAN, switches, with integrated security applications.

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ConvergeOne’s wireless offerings include integrated wireless switches and routers, mobile access points, antennas, intrusion prevention, and customized wireless LAN management.

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ConvergeOne’s location service applications allow for the tracking of any device anywhere and can be integrated into multiple software applications.

Data Center

ConvergeOne’s data center solutions enable its clients to process and store the applications and information they need to conduct their business. ConvergeOne offers a broad range of server, storage, virtualization, and management solutions to help align its clients’ IT infrastructure with their business objectives. With these solutions, clients can prioritize system resources and allocate resources dynamically, providing greater flexibility and consistency across their IT environments.

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ConvergeOne’s server and storage solutions include the design, procurement, implementation, management, and optimization of data center infrastructure assets. ConvergeOne also provides server migration and consolidation services and has the ability to dynamically adjust server capacity to meet changing workload demands.

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ConvergeOne’s storage management and data management solutions simplify data and storage management capabilities ensure business continuity and efficiency, and reduce costs, while backing up critical business data and providing increased regulation, and security compliance.

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ConvergeOne’s virtualization solutions create multiple servers on a single physical server enabling cost reductions and centralized management of disparate systems.

Cloud

ConvergeOne provides cloud solutions to its clients in four distinct environments: private, C1 Cloud, hybrid, and public cloud. ConvergeOne cloud technology offerings are supported by end-to-end design, installation, integration, management, and ongoing maintenance services that can be performed by it, the client, or the infrastructure provider based on client needs. ConvergeOne believes it is uniquely positioned to help its clients with their cloud migration strategy given its technical, services, and solution capabilities as well as its ability to efficiently aggregate cloud components into a seamless solution offering.

ConvergeOne offers its clients their own private cloud, which can be implemented within their own firewall, and maintained by their own IT staff or can be implemented in a ConvergeOne data center and managed by

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ConvergeOne’s employees based on ConvergeOne’s clients’ needs. C1 Cloud provides communication, collaboration, and network connectivity in a subscription-based delivery model that combines the benefits of an on-premise solution with the ease of a managed cloud service. The result is a fully customized, delivered, supported, and managed solution which provides the agility of the public cloud with the robust performance and security of a private, dedicated environment. ConvergeOne’s hybrid cloud offers the security of its private cloud solution with the ability to scale into public cloud environments based on resource or capacity needs. ConvergeOne’s public cloud solution provides the operating expense and scaling benefits of cloud computing in a cost-effective option. With ConvergeOne’s cloud offerings clients choose the ownership and managed services models to best meet their needs.

Security

ConvergeOne provides end-to-end network and data security solutions to its clients. ConvergeOne generally begins its client engagements with assessments, followed by an actionable security framework, which can include all or components of infrastructure upgrades and optimization, training, incident response, remediation, and managed security. ConvergeOne’s methodologies and holistic architecture protects, detects, and contains threats across the cyber-attack continuum. ConvergeOne provides effective risk reduction through solutions that combine multiple trusted security technologies into a single platform. For example, ConvergeOne provides a range of services and solutions from monitoring to firewalls and threat detection to vulnerability assessments and managed security services that help its clients keep unauthorized visitors from accessing valuable business resources.

Additionally, ConvergeOne provides comprehensive disaster recovery services and solutions including business continuity assessment and planning, to network availability and data continuity, to recovery and crisis management. ConvergeOne also provides FireStorm POV, which is its security assessment tool. FireStorm POV provides visibility into real-time attacks, malware exposure, and network risk through detailed security reports. ConvergeOne’s holistic security services and solutions provide the level of defense required by its clients to protect their IT assets.

ConvergeOne employs a client-centric philosophy to solve enterprise’s complex IT needs with innovative technology offerings through a culture of locally empowered employees who deliver best-in-class multi-vendor services and solutions.

ConvergeOne’s Clients

ConvergeOne’s mission statement, “To create innovative solutions that give clients the experience they deserve”, and its vision dictate how its organization and employees go-to-market. ConvergeOne’s approach is built on five key pillars:

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client driven;

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start with yes;

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decide locally;

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reach forward; and

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do right.

ConvergeOne’s target clients are large and medium companies with consistent IT spending that are increasingly looking to IT service providers for the necessary technical expertise and partner relationships to deliver solutions across any consumption model. ConvergeOne fills this gap by providing sophisticated collaboration, enterprise networking, data center, cloud and security solutions and full lifecycle services to its clients through its local relationships and strong technical capabilities.

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ConvergeOne’s clients are primarily large and medium enterprises across the United States. ConvergeOne primarily serves companies located throughout the United States; however, it is capable of supporting its clients internationally as well.

ConvergeOne served over 2,900, 3,400, and 3,700 clients in 2014, 2015, and 2016, respectively. From 2014 to 2016, ConvergeOne served 52% of the Fortune 100, 40% of the Fortune 500, and 32% of the Fortune 1,000. In 2016, ConvergeOne had 27 clients that spent at least $5 million with it and more than 180 clients that spent at least $1 million with it.

As a result of ConvergeOne’s diverse client base, it benefits from low client concentration. ConvergeOne’s top 10 and 25 clients represented 17% and 29%, respectively, of its total revenue during 2016. Additionally, in 2016, its largest client represented approximately 4% of total revenue.

ConvergeOne believes the contractual nature of its managed and maintenance and hosted services also provides it with revenue visibility as these contracts are typically multi-year in duration with high renewal rates.

ConvergeOne’s Competition

ConvergeOne is a leading multi-vendor IT services provider focused on solving complex collaboration, data, and security challenges through an industry leading engineering team and services offering. ConvergeOne’s expertise in collaboration, enterprise networking, data center, cloud, and security, combined with its professional and managed, cloud, and maintenance services capabilities positions it uniquely in the market. ConvergeOne believes it is competitively differentiated by its range of service capabilities and its trusted vendor partnerships, which provide it with the platform to differentiate itself from its competitors. Across ConvergeOne’s solutions, it competes with companies such as Accenture, AT&T, Carousel, CDW, IBM, Optiv, Presidio, and Verizon.

ConvergeOne categorizes its competitors as:

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In-House IT Departments . Many of the large and medium sized corporate clients ConvergeOne serves have in-house IT departments that are capable of providing the solutions it offer. ConvergeOne believes its technical expertise, vendor relationships and the breadth and depth of its service offerings creates a unique value proposition and frees up these in-house IT resources to work on offerings that are core to their business.

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Global IT Service Providers / Integrators . Global IT service providers can provide collaboration solutions on a large scale; however, lack the specialized solution focus and ability to sell end-to-end solutions. ConvergeOne differentiates itself through its targeted focus, technical expertise, local relationships and ability to offer complex end-to-end solutions.

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Local and Regional Providers. Though local and regional providers often have strong local relationships, many of them lack the deep collaboration, enterprise networking, data center, cloud, and security domain expertise and services capabilities. ConvergeOne believes its national footprint, technical and domain expertise, and services capabilities will allow it to continue to take market share from the less established and smaller providers who lack the capabilities to execute on larger, multi-geography projects and the scale and financial strength to invest in next-generation solutions or delivery models.

•

Resellers . Rather than focusing principally on product resale, ConvergeOne focuses on providing services to its clients through consulting, technical expertise, solution delivery, and ongoing services that allow it to develop long-lasting client relationships. ConvergeOne’s lifecycle engagement model focuses on a holistic approach that includes high-value services and end-to-end solutions.

•

Equipment Manufacturers . In some cases, equipment manufacturers sell directly to customers. These manufacturers often do not have the service capabilities or vendor agnostic approach to design, integrate, and maintain optimal solutions for customers.

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ConvergeOne’s Employees

ConvergeOne’s employees are core to its business and it leverages their long-standing, deep client relationships and strong technical expertise to deliver complex end-to-end, multi-vendor solutions to best meet its clients’ needs. As of September 30, 2017, ConvergeOne had approximately 2,000 employees, including over 1,180 technical engineers and consultants. ConvergeOne employed a direct sales force of approximately 290 professionals as of September 30, 2017. ConvergeOne has a well-educated and long tenured employee base, who have an average of seven years of experience at ConvergeOne. ConvergeOne’s employees embrace its five core go-to-market pillars of client driven, start with yes, decide locally, reach forward, and do right. ConvergeOne believes that it is the result of its employee base that it has an NPS of 61 for 2016, long standing client engagements, and strong financial performance. None of ConvergeOne’s employees are currently covered under any collective bargaining agreements. ConvergeOne believes its relations with its employees are good and it has never experienced a material work stoppage.

Facilities

ConvergeOne leases all of its properties, which function primarily as regional sales and engineering offices. As of September 30, 2017, ConvergeOne leased space in more than 65 buildings across the United States. ConvergeOne believes that its current facilities are adequate to meet its ongoing needs and that, if it requires additional space, it will be able to obtain additional facilities on commercially reasonable terms.

Intellectual Property

ConvergeOne’s success depends in part upon its ability to protect its intellectual property. To establish and protect ConvergeOne’s proprietary rights, it relies on a combination of intellectual property rights, including trademarks, copyrights, trade secret laws, license agreements, confidentiality procedures, employee disclosure and invention assignment agreements, and other contractual rights.

The ConvergeOne trademark and certain variations thereof are registered or are the subject of pending trademark applications in the U.S. ConvergeOne believes its trademarks have significant value and are important factors in its marketing programs. In addition, ConvergeOne owns registrations for domain names, including convergeone.com and certain other domains, for certain of its primary trademarks.

ConvergeOne generally controls access to and use of its proprietary software and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers, and partners. Unauthorized parties may still copy or otherwise obtain and use ConvergeOne’s software and technology, despite its efforts to protect its trade secrets and proprietary rights through intellectual property rights, licenses and confidentiality agreements.

Legal Proceedings

From time to time ConvergeOne may be involved in litigation relating to claims arising out of its operations in the normal course of business. ConvergeOne is not currently a party to any legal proceedings that it believes would have a material adverse effect on its financial position, results of operations, or cash flows and are not aware of any material legal proceedings contemplated by governmental authorities.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus/proxy statement concerning C1’s industry and the market in which it operates, including its general expectations and market position, market opportunity, and market size, is based on information from various sources including the independent industry publications set forth below, and is subject to a number of assumptions and limitations. C1 believes the information from the industry publication and other third-party sources included in this prospectus is reliable. The content of the below sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus/proxy statement and is not incorporated herein.

•

Gartner , Forecast: Enterprise IT Spending by Vertical Industry Market, Worldwide, 2014-2020, 3Q16 Update , dated as of October 14, 2016, which we refer to herein as “Gartner- Enterprise IT Spending ”.

•

Gartner , Forecast: Information Security, Worldwide, 2014-2020, 3Q16 Update , dated as of November 11, 2016, which we refer to herein as “Gartner- Information Security ”.

•

Gartner , Forecast Analysis: Enterprise Network Equipment, Worldwide, 3Q16 Update , dated as of October 7, 2016, which we refer to herein as “Gartner- Enterprise Network Equipment ”.

•

Gartner , Forecast Analysis: Integrated Systems, Worldwide, 1Q16 Update , dated as of October 5, 2016, which we refer to herein as “Gartner- Integrated Systems ”.

•

Gartner , Forecast: Public Cloud Services, Worldwide, 2014-2020, 3Q16 Update , dated as of October 14, 2016, which we refer to herein as “Gartner- Public Cloud Services ”.

•

Gartner, Magic Quadrant for Contact Center Infrastructure , Worldwide , dated as of May 19, 2016, which we refer to herein as “Gartner- CC Magic Quadrant ”.

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Gartner, Magic Quadrant for Unified Communications , dated as of July 13, 2016, which we refer to herein as “Gartner- UC Magic Quadrant ”.

•

IDC , Worldwide Unified Communications and Collaboration Forecast, 2015-2019 , dated as of November 2015, which we refer to herein as “IDC- UC&C ”.

The industry in which C1 operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus/proxy statement. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by C1.

The Gartner Reports described herein, or the Gartner Reports, represent research opinions or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc., or Gartner, and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this prospectus/proxy statement) and the opinions expressed in the Gartner Reports are subject to change without notice.

Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

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EXECUTIVE OFFICERS AND DIRECTORS OF CI

The following table sets forth certain information regarding C1’s executive officers and directors as of November 30, 2017:


Name	Age		Position(s)
John A. McKenna, Jr.		62	President and Chief Executive Officer and Chairman of the Board
Jeffrey Nachbor		53	Chief Financial Officer
Paul Maier		57	President, Services Organization
John F. Lyons		64	President, Field Organization
Keith W. F. Bradley		54	Director
Behdad Eghbali		41	Director
José E. Feliciano		44	Director
Christopher Jurasek		52	Director
Prashant Mehrotra		40	Director
James Pade		33	Director
Timothy J. Pawlenty		57	Director

Executive Officers

John A. McKenna, Jr . has served as ConvergeOne’s President and Chief Executive Officer and Chairman of the Board since August 2008. From 2000 until 2008, Mr. McKenna served as the Chief Executive Officer of Siemens IT Solutions and Services, Inc., a provider of integrated information technology solutions and services. Mr. McKenna holds a B.A. in history from Trinity College. ConvergeOne believes Mr. McKenna is qualified to serve on its board of directors due to his extensive knowledge of its company and his comprehensive background in information technology.

Jeffrey Nachbor has served as ConvergeOne’s Chief Financial Officer since September 2013. From 2008 until 2013, Mr. Nachbor served as Senior Vice President of Finance & Chief Accounting Officer of Leap Wireless, a telecommunications company. From September 2005 to March 2008, Mr. Nachbor served as Senior Vice President and Corporate Controller of H&R Block, Inc. From February 2005 until August 2005, Mr. Nachbor served as Chief Financial Officer and Treasurer of Sharper Image Corporation, a consumer electronics retailer. From 2003 to 2005, Mr. Nachbor served as Senior Vice President and Corporate Controller of Staples, Inc., a business supplies and equipment retailer. Mr. Nachbor holds a B.A. in accounting from Old Dominion University, an M.B.A. from University of Kansas, and is a Certified Public Accountant.

Paul Maier has served as ConvergeOne’s President, ConvergeOne Solutions since January 2016 and previously served as ConvergeOne’s President, ConvergeOne Technologies from June 2014 to January 2016 and ConvergeOne’s Senior Vice President of Product Technology from August 2012 until September 2014. Effective January 1, 2018, Mr. Maier will become ConvergeOne’s President, Services Organization. From 2000 to 2012, Mr. Maier served in various roles at Siemens AG, most recently as Vice President, Business Development of the Smart Grid Division from September 2010 to September 2012. Mr. Maier holds a B.A. in business from the Colby College, an M.B.A. from Fairleigh Dickinson University, and completed an executive program at INSEAD in France.

John F. Lyons has served as ConvergeOne’s President, ConvergeOne Enterprise since September 2012. Mr. Lyons served as President of S-1 IT Solutions, ConvergeOne’s wholly-owned subsidiary, from June 2010 until September 2012. From 2005 until 2010, Mr. Lyons served as Senior Vice President and General Manager at Siemens IT Solutions and Services. Effective January 1, 2018, Mr. Lyons will become ConvergeOne’s President, Field Organization. Mr. Lyons holds a B.S. in management from Syracuse University.

Non-Employee Directors

Keith W.F. Bradley has served as a member of ConvergeOne’s board of directors since September 2014. From May 2016 until December 2016, Mr. Bradley served as Chief Executive Officer of Swiss Watch

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International Inc. From July 2013 until October 2015, Mr. Bradley served as Chief Executive Officer of Tolt Solutions, Inc., an information technology and services company. Since December 2015, Mr. Bradley has served as the Executive Chairman of Pomeroy IT Solutions, Inc., an infrastructure management company. From 2000 to 2013, Mr. Bradley served in a variety of roles at Ingram Micro Inc., a global technology and supply chain services company, most recently serving as Senior EVP President, North America. Mr. Bradley holds a B.S. in accounting from Queen’s University Belfast and a Masters in Accounting from Queen’s University Belfast. ConvergeOne believes Mr. Bradley is qualified to serve on ConvergeOne’s board of directors due to his information technology industry experience and his experience in accounting.

Behdad Eghbali has served as a member of ConvergeOne’s board of directors since May 2014. Mr. Eghbali is managing partner of Clearlake Capital Group, L.P., or Clearlake, which he co-founded in 2006. Previously, Mr. Eghbali served as a private equity investor at TPG Capital, a global private investment firm. Mr. Eghbali holds a B.S. in business administration and management from the University of California, Berkeley. ConvergeOne believes Mr. Eghbali is well qualified to serve on its board of directors due to his investment experience, financial expertise, and his current and former service on the boards of directors of other companies in the information technology industry.

José E. Feliciano has served as a member of ConvergeOne’s board of directors since August 2017. Mr. Feliciano is a Managing Partner and Co-Founder of Clearlake which he co-founded in 2006. Mr. Feliciano is responsible for the day-to-day management of Clearlake, and is primarily focused on investments in the industrials, energy and consumer sectors. Mr. Feliciano currently serves on the boards of directors of Smart Sand, Inc. and several private companies. Mr. Feliciano graduated with High Honors from Princeton University, where he received a B.S. in mechanical & aerospace engineering. He received his M.B.A. from the Graduate School of Business at Stanford University. C1 believes Mr. Feliciano’s experience as a current and former director of many companies and his financial expertise makes him well qualified to serve on its board of directors.

Christopher Jurasek has served as a member of ConvergeOne’s board of directors since August 2017. Since February 2014, Mr. Jurasek has served as the President and Chief Executive Officer at Calero Software, LLC. From May 2013 to February 2014, Mr. Jurasek served as Executive Vice President of FlowRiver Group. From December 2010 to July 2012, Mr. Jurasek served as President of Wireless and Services at TE Connectivity. From June 2007 to January 2009, Mr. Jurasek served as the Chief Information Officer at ADC. Mr. Jurasek received a B.A. in Business Administration from Bowling Green State University and an M.B.A. from the Kellogg School of Management at Northwestern University. ConvergeOne believes Mr. Jurasek is qualified to serve on its board of directors due to his experience in the information technology industry.

Prashant Mehrotra has served as a member of ConvergeOne’s board of directors since June 2014. Mr. Mehrotra is a partner and has been a private equity investor with Clearlake since 2010. From 2007 to 2010, he was a principal at Silver Lake Partners. From 2005 to 2007 he was a principal at Tennenbaum Capital Partners, LLC. Mr. Mehrotra holds a B.S. and an M.S. in industrial engineering from Stanford University, and an M.B.A. from the Kellogg School of Management at Northwestern University. ConvergeOne believes Mr. Mehrotra is qualified to serve on its board of directors due to his investment experience and his service on the boards of directors of other companies in the information technology industry.

James Pade has served as a member of ConvergeOne’s board of directors since June 2014. Mr. Pade is a principal and has been a private equity investor with Clearlake since 2013. From 2010 until 2012, Mr. Pade was an investment professional at TowerBrook Capital Partners. Mr. Pade holds a B.A. in economics from Stanford University. ConvergeOne believes Mr. Pade is qualified to serve on its board of directors due to his investment experience and his service on the boards of directors of other companies in the information technology industry.

Timothy J. Pawlenty has served as a member of ConvergeOne’s board of directors since February 2015. Since November 2012, Mr. Pawlenty has served as President and Chief Executive Officer of Financial Services Roundtable, an advocacy organization for America’s financial services industry. From January 2011 to November 2012, Mr. Pawlenty served as an independent contractor. Mr. Pawlenty previously served as Governor

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of the State of Minnesota for two terms from 2003 to 2011. Mr. Pawlenty previously served as a director of Digital River, Inc., a global e-commerce, payments, and marketing services company. Mr. Pawlenty serves as a member of the board of directors of Smart Sand, Inc. Mr. Pawlenty holds a B.A. in political science from University of Minnesota and a J.D. from the University of Minnesota Law School. ConvergeOne believes Mr. Pawlenty is qualified to serve on its board of directors due to his legal and regulatory experience.

Family Relationships

There are no family relationships among any of CI’s directors or executive officers.

Board Composition

ConvergeOne’s business and affairs are managed under the direction of its board of directors, which currently consists of eight members. Certain members of ConvergeOne’s board of directors were elected pursuant to the provisions of a stockholders agreement among certain of its stockholders. Under the terms of this stockholders agreement, the stockholders who are party to the stockholders agreement have agreed to vote their respective shares so as to elect as directors all individuals designated by a fund managed by Clearlake. In connection with the Business Combination, ConvergeOne expects to terminate the stockholders agreement.

2016 Non-Employee Director Compensation

The following table sets forth information regarding compensation earned by or paid to C1’s non-employee directors during 2016.


Name	Fees Earned or Paid in Cash		Option Awards		Other Compensation		Total
Keith W.F. Bradley ⁽¹⁾	$	50,000	$	—	$	—	$	50,000
Behdad Eghbali ⁽²⁾		—		—		—		—
José E. Feliciano ⁽³⁾		—		—		—		—
Christopher Jurasek ⁽⁴⁾		—		—		—		—
Prashant Mehrotra ⁽⁵⁾		—		—		—		—
Timothy J. Pawlenty ⁽⁶⁾		60,000		—		—		60,000
James Pade ⁽⁷⁾		—		—		—		—

(1)

As of December 31, 2016, Mr. Bradley held 422,980 unvested shares of common stock that Mr. Bradley received upon early exercise of stock options granted to Mr. Bradley. Upon the Closing of the Business Combination all unvested shares will accelerate and vest in full. ConvergeOne has a right to repurchase all unvested shares if Mr. Bradley ceases to provide services to it.

(2)

Mr. Eghbali did not hold any equity awards as of December 31, 2016.

(3)

Mr. Feliciano was appointed to the board of directors in September 2017.

(4)

Mr. Jurasek was appointed to the board of directors in July 2017. In connection with his appointment to the board of directors Mr. Jurasek was granted a stock option to purchase 530,772 shares of common stock with an exercise price of $3.40 per share. Upon the Closing of the Business Combination all unvested shares will accelerate and vest in full.

(5)

Mr. Mehrotra did not hold any equity awards as of December 31, 2016.

(6)

As of December 31, 2016, Mr. Pawlenty held 528,725 unvested shares of ConvergeOne common stock, all of which Mr. Pawlenty received upon early exercise of stock options. Upon the Closing of the Business Combination all unvested shares will accelerate and vest in full.

(7)

Mr. Pade did not hold any equity awards as of December 31, 2016.

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EXECUTIVE COMPENSATION OF C1

References in this section to “ConvergeOne” or “C1” refer to C1 Investment Corp. and its consolidated subsidiaries.

ConvergeOne has opted to comply with the executive compensation disclosure rules applicable to emerging growth companies, as Forum is an emerging growth company. The scaled down disclosure rules are those applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for ConvergeOne’s principal executive officer and its two most highly compensated executive officers other than the principal executive officer whose total compensation for 2016 exceeded $100,000.

ConvergeOne’s named executive officers, consisting of its principal executive officer and the next two most highly compensated executive officers, for the year ended December 31, 2016, were:

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John A. McKenna, Jr., President and Chief Executive Officer, and Chairman of the Board;

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Jeffrey Nachbor, Chief Financial Officer; and

•

John F. Lyons, President, ConvergeOne Enterprise.

2016 Summary Compensation Table

The following table presents all of the compensation paid or awarded to or earned by ConvergeOne’s named executive officers during 2016:


Name and Principal Position	Year		Salary		Non-Equity Incentive Plan Compensation ⁽¹⁾		All Other Compensation		Total
John A. McKenna, Jr.		2016	$	450,000	$	210,316	$	38,855 ⁽²⁾	$	699,171
President and Chief Executive Officer, Chairman of the Board

Jeffrey Nachbor		2016		350,000		163,595		14,511 ⁽³⁾		528,106
Chief Financial Officer

John F. Lyons		2016		330,000		254,247		18,023 ⁽⁴⁾		602,270
President, ConvergeOne Enterprise

(1)

Amounts represent amounts earned in 2016, which were paid during 2017, under ConvergeOne’s incentive compensation program based on the achievement of company performance goals, including the achievement of EBITDA and revenue targets. In 2016, Messrs. McKenna, Nachbor, and Lyons achieved 46.7%, 46.7%, and 77.0%, respectively, of their respective target award.

(2)

Includes (a) a management incentive fee in the amount of $32,495, (b) the value of company paid premiums of $60 for life insurance, and (c) $6,300 safe-harbor matching contributions defined in ConvergeOne’s 401(k) plan.

(3)

Includes (a) a management incentive fee in the amount of $8,151, (b) the value of company paid premiums of $60 for life insurance, and (c) $6,300 safe-harbor matching contributions defined in ConvergeOne’s 401(k) plan.

(4)

Includes (a) a management incentive fee in the amount of $11,663, (b) the value of company paid premiums of $60 for life insurance, and (c) $6,300 safe-harbor matching contributions defined in ConvergeOne’s 401(k) plan.

Outstanding Equity Awards as of December 31, 2016

As of December 31, 2016, ConvergeOne’s named executive officers did not hold any outstanding equity awards.

Pension Benefits

ConvergeOne’s named executive officers did not participate in, or otherwise receive any benefits under, any pension or defined benefit retirement plan sponsored by ConvergeOne in 2016.

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Nonqualified Deferred Compensation

ConvergeOne’s named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by ConvergeOne during 2016.

Employment and Change in Control Arrangements

In June 2014, each of ConvergeOne’s executive officers entered into offer letter agreements with ConvergeOne Holdings Corp., ConvergeOne’s wholly owned subsidiary. The offer letter agreements generally provide for at-will employment and set forth the executive officer’s initial base salary, discretionary performance bonus target, annual management incentive fee, severance eligibility, eligibility for other employment benefits, and pre-dispute arbitration agreement. Each executive officer also received a one-time signing bonus. In addition, each executive officer also executed a proprietary information, inventions, non-competition, and non-solicitation agreement.

Offer Letters

John A. McKenna, Jr . Mr. McKenna serves as ConvergeOne’s President and Chief Executive Officer, and as the Chairman of ConvergeOne’s Board of Directors. Mr. McKenna’s current base salary is $450,000, and his discretionary annual target performance bonus is 100% of his annual base salary. Mr. McKenna received a signing bonus of $64,989 upon his commencement of employment. He is eligible to earn an annual management incentive fee of $32,495; provided, he remains employed in good standing through the final pay period of the calendar year. In the event ConvergeOne terminates Mr. McKenna’s employment without cause (and other than for death or disability) or Mr. McKenna terminates his employment for good reason, Mr. McKenna will be eligible for the following severance benefits: (1) an amount equal to his annual base salary plus his performance bonus at target, paid in installments for 12 months, and (2) payment of up to 12 months of COBRA premiums for him and his covered dependents. Mr. McKenna must execute an effective and irrevocable general release of claims to receive these benefits. The payment of severance installments and COBRA premiums will be forfeited if Mr. McKenna breaches any agreement with ConvergeOne during the severance payment period. Mr. McKenna’s non-competition restriction extends for one year after employment termination, and he is restricted from soliciting ConvergeOne’s employees, contractors, customers, and potential customers, and hiring ConvergeOne’s employees, for one year following termination.

Jeffrey Nachbor. Mr. Nachbor serves as ConvergeOne’s Chief Financial Officer. Mr. Nachbor’s current base salary is $350,000, and his discretionary annual target performance bonus is 100% of his annual base salary. Mr. Nachbor received a one-time signing bonus of $16,301 upon his commencement of employment. He is eligible to earn an annual management incentive fee of $8,151; provided, that he remains employed in good standing through the final pay period of the calendar year. Mr. Nachbor received a one-time relocation bonus of $75,000 upon the sale of his previous residence in another state. In the event ConvergeOne terminates Mr. Nachbor’s employment without cause (and other than for death or disability) or Mr. Nachbor terminates his employment for good reason, he will be eligible for severance benefits in an amount equal to his annual base salary, paid in installments for 12 months. Mr. Nachbor must execute an effective and irrevocable general release of claims to receive these benefits. The payment of severance installments is forfeited if Mr. Nachbor breaches any agreement with ConvergeOne during the severance payment period. Mr. Nachbor’s non-competition restriction extends for one year after employment termination, and he is restricted from soliciting ConvergeOne’s employees, contractors, customers, and potential customers, and hiring ConvergeOne’s employees, for two years following termination.

John F. Lyons . Mr. Lyons serves as ConvergeOne’s President, ConvergeOne Enterprise of ConvergeOne, Inc., ConvergeOne’s wholly owned subsidiary. Mr. Lyons’ current base salary is $330,000, and his discretionary annual target performance bonus is 100% of his annual base salary. Mr. Lyons received a one-time signing bonus of $23,326 upon his commencement of employment. He is eligible to earn an annual management incentive fee of $11,663, provided, he remains employed in good standing through the final pay period of the calendar year. In the event ConvergeOne terminates Mr. Lyons’ employment without cause (and other than for death or disability)

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or Mr. Lyons terminates his employment for good reason, he will be eligible for severance benefits in an amount equal to his annual base salary, paid in installments for 12 months. Mr. Lyons must execute an effective and irrevocable general release of claims to receive these benefits. The payment of severance installments is forfeited if Mr. Lyons breaches any agreement with ConvergeOne during the severance payment period. Mr. Lyons’ non-competition restriction extends for one year after employment termination, and he is restricted from solicitation of ConvergeOne’s employees, contractors, customers, and potential customers, and hiring ConvergeOne’s employees, for two years following termination.

Equity Benefit Plans

ConvergeOne believes that its ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of ConvergeOne’s employees, consultants, and directors with the financial interests of ConvergeOne’s stockholders. In addition, ConvergeOne believes that ConvergeOne’s ability to grant options and other equity-based awards helps ConvergeOne to attract, retain, and motivate employees, consultants, and directors and encourages them to devote their best efforts to ConvergeOne’s business and financial success. The principal features of ConvergeOne’s equity incentive plans and ConvergeOne’s 401(k) plan are summarized below. These summaries are qualified in their entirety by reference to the actual text of the plans, which, other than the 401(k) plan, are filed as exhibits to this proxy statement/prospectus.

2014 Equity Incentive Plan

ConvergeOne’s board of directors adopted and ConvergeOne’s stockholders approved the 2014 Equity Incentive Plan (the “ 2014 Plan ”) in June 2014. The 2014 Plan was amended most recently in February 2017. The 2014 Plan provided for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code, to ConvergeOne’s employees, and for the grant of nonstatutory stock options, or NSOs, restricted stock awards, restricted stock units, stock appreciation rights, and other stock awards to ConvergeOne’s employees, directors and consultants. Upon the Closing of the Business Combination all outstanding stock awards under the 2014 Plan will accelerate and vest in full.

Health and Welfare Benefits

All of ConvergeOne’s named executive officers are eligible to participate in ConvergeOne’s employee benefit plans, including ConvergeOne’s medical, dental, and vision insurance plans, in each case on the same basis as all of ConvergeOne’s other full-time employees.

401(k) Plan

ConvergeOne’s wholly-owned subsidiary, ConvergeOne Holdings Corp., maintains a deferred retirement savings plan intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code. All of ConvergeOne’s employees are generally eligible to participate in the 401(k) Plan subject to certain eligibility requirements, including requirements relating to age. Under the 401(k) Plan, each employee may make pre-tax and/or contributions of up to 75% of their eligible compensation up to the current statutorily prescribed annual limit on pre-tax or Roth contributions under the Code. Employees who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Pre-tax contributions by employees and any employer contributions that ConvergeOne makes to the 401(k) Plan and the income earned on those contributions are generally not taxable to employees until withdrawn. Employer contributions that ConvergeOne makes to the 401(k) Plan are generally deductible when made. Employee contributions are held in trust as required by law. An employee’s interest in his or her pre-tax deferrals, including, with the exception of certain discretionary contributions, any matching contributions made by us, is 100% vested when contributed. For 2016, ConvergeOne made $3.0 million in matching contributions.

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MANAGEMENT AFTER THE BUSINESS COMBINATION

Management and Board of Directors


Name	Age		Position(s)
John A. McKenna, Jr. ⁽¹⁾		62	President and Chief Executive Officer and Chairman of the Board
Jeffrey Nachbor		53	Chief Financial Officer
Paul Maier		57	President, Services Organization
John F. Lyons		64	President, Field Organization
David Boris ⁽²⁾		57	Director
⁽²⁾			Director
Keith W. F. Bradley ⁽¹⁾		54	Director
Behdad Eghbali ⁽¹⁾		41	Director
José E. Feliciano ⁽¹⁾		44	Director
Christopher Jurasek ⁽¹⁾		52	Director
Prashant Mehrotra ⁽¹⁾		40	Director
James Pade ⁽¹⁾		33	Director
Timothy J. Pawlenty ⁽¹⁾		57	Director

(1)

C1 Designee

(2)

Forum Designee

Classified Board of Directors

•

the Class I directors will be , and , and their terms will expire at the annual meeting of stockholders to be held in 2019;

•

the Class II directors will be , and , and their terms will expire at the annual meeting of stockholders to be held in 2020; and

•

the Class III directors will be , , and , and their terms will expire at the annual meeting of stockholders to be held in 2021.

Controlled Company Exception

After the Closing of the Business Combination, affiliates of Clearlake may beneficially own shares representing more than 50% of the voting power of Combined Entity’s shares eligible to vote in the election of

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directors, depending on the number of shares of Common Stock that the Public Stockholders of Forum elect to have redeemed by Forum. As a result, C1 may be a “controlled company” within the meaning of the corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that its board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Stockholders may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that the Combined Entity ceases to be a “controlled company” and its shares continue to be listed on the Nasdaq Global Market, it will be required to comply with these standards and, depending on the board’s independence determination with respect to its then-current directors, it may be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods.

Committees of the Board of Directors

The Combined Entity’s board of directors will have the authority to appoint committees to perform certain management and administration functions. Forum’s current board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the board of directors. Following the Closing of the Business Combination, the charters for each of these committees will be available on C1’s website at www.convergeone.com. Information contained on or accessible through C1’s website is not a part of this prospectus/proxy statement, and the inclusion of such website address in this prospectus/proxy statement is an inactive textual reference only.

Audit Committee

The Combined Entity’s audit committee is expected to consist of Messrs. Boris, Bradley and Jurasek. Forum’s board of directors has determined each proposed member is independent under the listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of our audit committee is Mr. Bradley. Forum’s board of directors has determined that Mr. Bradley is an “audit committee financial expert” within the meaning of SEC regulations. Forum’s board of directors has also determined that each member of the proposed audit committee has the requisite financial expertise required under the applicable requirements of The Nasdaq Stock Market LLC. In arriving at this determination, the board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The primary purpose of the audit committee is to discharge the responsibilities of the board of directors with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:

•

selecting a qualified firm to serve as the independent registered public accounting firm to audit the Combined Entity’s financial statements;

•

helping to ensure the independence and performance of the independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

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•

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•

reviewing policies on risk assessment and risk management;

•

reviewing related party transactions;

•

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes the Combined Entity’s internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•

approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.

Compensation Committee

The compensation committee is expected to consist of Messrs. Eghbali, Pawlenty and . Forum’s board of directors has determined each proposed member is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code. The chairperson of the compensation committee is expected to be Mr. Eghbali. If qualified as a controlled company, the Combined Entity intends to rely upon the exemption for the requirement that it have a compensation committee comprised entirely of independent directors. The primary purpose of the compensation committee is to discharge the responsibilities of the board of directors to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to its executive officers, directors and other senior management, as appropriate.

Specific responsibilities of the compensation committee will include:

•

reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

•

reviewing and recommending to our board of directors the compensation of our directors;

•

reviewing and approving, or recommending that our board of directors approve, the terms of compensatory arrangements with our executive officers;

•

administering our stock and equity incentive plans;

•

selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;

•

reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate;

•

reviewing and establishing general policies relating to compensation and benefits of our employees; and

•

reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is expected to consist of Messrs. Jurasek and Pawlenty. Forum’s board of directors has determined each proposed member is independent under the listing standards. The chairperson of our nominating and corporate governance committee is Mr. .

Specific responsibilities of our nominating and corporate governance committee include:

•

identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors;

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•

evaluating the performance of our board of directors and of individual directors;

•

reviewing developments in corporate governance practices;

•

evaluating the adequacy of our corporate governance practices and reporting;

•

reviewing management succession plans; and

•

developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Code of Business Conduct and Ethics

The Combined Entity will adopt a Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including those officers responsible for financial reporting. Following the Closing of the Business Combination, the Code of Business Conduct and Ethics will be available on its website at www.convergeone.com. Information contained on or accessible through such website is not a part of this prospectus/proxy statement, and the inclusion of the website address in this prospectus/proxy statement is an inactive textual reference only. The Combined Company intends to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on its website to the extent required by the applicable rules and exchange requirements.

Compensation Committee Interlocks and Insider Participation

No member of Combined Entity’s compensation committee has ever been an officer or employee of either company. None of Combined Entity’s expected executive officers serve, or have served during the last year, as a member of the board of directors, compensation committee, or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on either company’s compensation committee.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF C1

You should read the selected consolidated financial and other data below in conjunction with the section titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of C1 ” and the consolidated financial statements, related notes, and other financial information included elsewhere in this proxy statement/prospectus. The selected consolidated financial and other data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

The following selected consolidated statements of operations data for the years ended December 31, 2015 and 2016 and selected consolidated balance sheet data as of December 31, 2015 and 2016 have been derived from C1’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The consolidated statements of operations data for the nine months ended September 30, 2016 and 2017 and the consolidated balance sheet data as of September 30, 2017 are derived from C1’s unaudited interim consolidated financial statements included elsewhere in this proxy statement/prospectus. C1’s unaudited interim consolidated financial statements were prepared on a basis consistent with its audited consolidated financial statements and include, in management’s opinion, all adjustments, consisting only of normal recurring adjustments, that C1 considers necessary for a fair presentation of the financial information set forth in those statements included elsewhere in this proxy statement/prospectus. C1’s historical results are not necessarily indicative of the results that may be expected in any future period, and interim financial results are not necessarily indicative of the results that may be expected for the full year.


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue
Technology offerings	$	297,481		$	439,804		$	333,239		$	315,201
Services		303,983			375,805			271,842			304,499

Total revenue		601,464			815,609			605,081			619,700

Cost of revenue
Technology offerings		220,377			333,082			254,532			245,732
Services		187,641			233,283			170,274			191,965

Total cost of revenue		408,018			566,365			424,806			437,697

Gross profit
Technology offerings		77,104			106,722			78,707			69,469
Services		116,342			142,522			101,568			112,534

Total gross profit		193,446			249,244			180,275			182,003

Operating expenses
Sales and marketing		96,578			128,733			93,998			93,904
General and administrative		36,955			40,262			30,081			36,989
Transaction costs		5,678			6,055			5,137			5,955
Depreciation and amortization		23,520			27,692			20,697			23,112

Total operating expenses		162,731			202,742			149,913			159,960

Operating income		30,715			46,502			30,362			22,043

Other (income) expense
Interest income		(26	)		(11	)		(6	)		(51	)
Interest expense		23,072			31,438			18,829			41,553
Interest expense and other, net		72			10			1			49

Interest expense and other, net		23,118			31,437			18,824			41,551

Income (loss) before income taxes		7,597			15,065			11,538			(19,508	)
Income tax expense (benefit)		3,574			6,716			5,352			(6,323	)

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Net income (loss)	$	4,023	$	8,349	$	6,186	$	(13,185	)

Net income (loss) per share attributable to Class A common stockholders, basic and diluted ⁽¹⁾	$	0.04	$	0.09	$	0.07	$	(0.15	)

Weighted-average common shares used in computing basic and diluted net income (loss) per share attributable to Class A common stockholders ⁽¹⁾		89,866		89,862		89,862		89,782

⁽¹⁾


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(as a percentage of total revenue)
Revenue Mix and Gross Margin:
Revenue
Technology offerings		49.5	%		53.9	%		55.1	%		50.9	%
Services		50.5			46.1			44.9			49.1

Total revenue		100.0	%		100.0	%		100.0	%		100.0	%

Gross margin
Technology offerings		25.9	%		24.3	%		23.6	%		22.0	%
Services		38.3			37.9			37.4			37.0
Total gross margin		32.2			30.6			29.8			29.4

	As of December 31,						As of September 30,
	2015			2016			2017
							(unaudited)
	(in thousands)
Consolidated Balance Sheet Data:
Cash	$	15,307		$	9,632		$	7,683
Working capital		25,568			31,269			51,594
Total assets		651,088			636,260			804,976
Total debt, including current portion and excluding unamortized debt issuance cost		326,772			404,138			529,925
Total liabilities		557,872			623,500			805,265
Total stockholders’ equity (deficit)		93,216			12,760			(289)

Non-GAAP Financial Measures


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(dollars in thousands)
Other Financial Data:
Adjusted Revenue ⁽¹⁾	$	603,719		$	815,912		$	605,333		$	623,914
Adjusted EBITDA ⁽²⁾	$	62,809		$	83,785		$	58,698		$	58,058
Adjusted EBITDA Margin ⁽³⁾		10.4	%		10.3	%		9.7	%		9.3	%
Adjusted Net Income ⁽⁴⁾	$	24,358		$	34,488		$	23,922		$	17,485

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⁽¹⁾


	Year Ended December 31,				Nine Months Ended September 30,
	2015		2016		2016		2017
					(unaudited)
	(in thousands)
Revenue	$	601,464	$	815,609	$	605,081	$	619,700
Acquisition accounting adjustments		2,255		303		252		4,214

Adjusted Revenue	$	603,719	$	815,912	$	605,333	$	623,914

⁽²⁾

Adjusted EBITDA is a non-GAAP financial measure. C1 believes Adjusted EBITDA provides helpful information with respect to its operating performance as viewed by management, including a view of C1’s business that is not dependent on (i) the impact of its capitalization structure and (ii) items that are not part of C1’s day-to-day operations. C1 defines Adjusted EBITDA as net income (loss) plus (1) total depreciation and amortization, (2) interest expense and other, net, and (3) income tax expense, as further adjusted to eliminate non-cash stock-based compensation expense, acquisition accounting adjustments, transaction costs, and other one-time nonrecurring costs. The reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA for each of the periods presented is as follows. See “—Use of Non-GAAP Financial Measures” below for additional information.


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(in thousands)
Net income (loss)	$	4,023		$	8,349		$	6,186		$	(13,185	)
Depreciation and amortization		23,858			28,570			21,133			24,224
Interest expense and other, net		23,118			31,437			18,824			41,551
Income tax expense (benefit)		3,574			6,716			5,352			(6,323	)

EBITDA		54,573			75,072			51,495			46,267
Stock-based compensation expense		233			1,057			883			521
Acquisition accounting adjustments ^(a)		(829	)		(457	)		(443	)		2,654
Transaction costs ^(b)		5,678			6,055			5,137			5,955
Other costs ^(c)		3,154			2,058			1,626			2,661

Adjusted EBITDA	$	62,809		$	83,785		$	58,698		$	58,058

^(a)

Acquisition accounting adjustments include charges associated with non-cash acquisition accounting fair value adjustments to deferred revenue and deferred customer support costs.

^(b)

Transaction costs of (1) $5.7 million for 2015 include acquisition-related expenses of $1.2 million related to employee retention bonuses, $2.1 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $2.4 million of one-time acquisition-related integration costs, (2) $6.1 million for 2016 include acquisition-related expenses of $1.1 million related to employee retention bonuses, $0.7 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $4.3 million of one-time acquisition-related integration costs, (3) $5.1 million for the nine months ended September 30, 2016 include acquisition-related expenses of $0.7 million related to employee retention bonuses, $1.3 million related to transaction-related professional fees and costs, including legal, accounting, tax, and advisory fees, and $3.1 million of one-time acquisition-related integration costs, and (4) $6.0 million for the nine months ended September 30, 2017 include acquisition-related expenses of $0.2 million related to employee retention bonuses, $3.4 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $2.4 million of one-time acquisition-related integration costs.

^(c)

Other costs of (1) $3.2 million for 2015 include expenses of $1.6 million related to one-time severance and related legal expenses, $1.5 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement which C1 intends to terminate in connection with the Business Combination, and $0.1 million to certain members of C1’s board of directors for their services, (2) $2.1 million for 2016 include $0.5 related to one-time severance and related legal expenses, $1.5 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement, and $0.1 million to certain members of C1’s board of directors for their services, (3) $1.6 million for the nine months ended September 30, 2016 include expenses of $0.5 million related to one-time severance and related legal expenses and $1.1 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement, and (4)

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$2.7 million for the nine months ended September 30, 2017 include expenses of $1.6 million related to one-time severance and related legal expenses and $1.1 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement.

⁽³⁾

Adjusted EBITDA Margin measures our Adjusted EBITDA as a percentage of total revenue.

⁽⁴⁾

Adjusted Net Income is a non-GAAP financial measure, which management uses in this proxy statement/prospectus and in its evaluation of past performance, trends, and prospects for the future. C1 believes that Adjusted Net Income is utilized by investors and other interested parties as a measure of its comparative operating performance period-over-period that considers the impact of certain items that do not directly correlate to our ongoing operating performance and that vary significantly from period to period, such as the interest expense associated with its outstanding debt, as well as the impact of depreciation on our fixed assets and income taxes. C1 defines Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of intangible assets, (ii) amortization of debt issuance costs, (iii) non-cash stock-based compensation expense, (iv) costs related to debt refinancing, (v) acquisition accounting adjustments, (vi) transaction costs, (vii) other costs, and (viii) the income tax impact associated with the foregoing items. The reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for each of the periods presented is as follows. See “—Use of Non-GAAP Financial Measures” below for additional information.


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(in thousands)
Net income (loss)	$	4,023		$	8,349		$	6,186		$	(13,185	)
Amortization of intangible assets		20,247			22,456			16,826			17,891
Amortization of debt issuance costs		2,028			2,412			1,594			2,205
Stock-based compensation expense		233			1,057			883			521
Costs related to debt refinancing ^(a)		—			4,486			—			15,193
Acquisition accounting adjustments ^(b)		(829	)		(457	)		(443	)		2,654
Transaction costs ^(c)		5,678			6,055			5,137			5,955
Other costs ^(d)		3,154			2,058			1,626			2,661
Income tax impact of adjustments ^(e)		(10,176	)		(11,928	)		(7,887	)		(16,410	)

Adjusted Net Income	$	24,358		$	34,488		$	23,922		$	17,485

^(a)

Costs related to debt refinancing in (1) 2016 include $1.8 million in financing transaction costs, $1.5 million in debt extinguishment losses, and a $1.2 million write-off of unamortized debt issuance costs and (2) the nine months ended September 30, 2017 consists of $1.6 million in financing transaction costs, $3.4 million in debt extinguishment losses, and a $10.2 million write-off of unamortized debt issuance costs.

^(b)

Acquisition accounting adjustments include charges associated with non-cash acquisition accounting fair value adjustments to deferred revenue and deferred customer support costs.

^(c)

Transaction costs of (1) $5.7 million for 2015 include acquisition-related expenses of $1.2 million related to employee retention bonuses, $2.1 million related to transaction-related professional fees, including legal, accounting, tax, and advisory fees, and $2.4 million of one-time acquisition-related integration costs, (2) $6.1 million for 2016 include acquisition-related expenses of $1.1 million related to employee retention bonuses, $0.7 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $4.3 million of one-time acquisition-related integration costs, (3) $5.1 million for the nine months ended September 30, 2016 include acquisition-related expenses of $0.7 million related to employee retention bonuses, $1.3 million related to transaction-related professional fees and costs, including legal, accounting, tax, and advisory fees, and $3.1 million of one-time acquisition-related integration costs, and (4) $6.0 million for the nine months ended September 30, 2017 include acquisition-related expenses of $0.2 million related to employee retention bonuses, $3.4 million related to transaction-related professional fees and expenses, including legal, accounting, tax, and advisory fees, and $2.4 million of one-time acquisition-related integration costs.

^(d)

Other costs of (1) $3.2 million for 2015 include expenses of $1.6 million related to one-time severance and related legal expenses, $1.5 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement which C1 intends to terminate in connection with the Business Combination, and $0.1 million to certain members of C1’s board of directors for their services, (2) $2.1 million for 2016 include $0.5 related to one-time severance and related legal expenses, $1.5 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement, and $0.1 million to certain members of C1’s board of directors for their services, (3) $1.6 million for the nine months ended September 30, 2017 include expenses of $0.5 million related to one-time severance and related legal expenses and $1.1 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement, and (4) $2.7 million for the nine months ended September 30, 2017 include expenses of $1.6 million related to one-time severance and related legal expenses and $1.1 million related to payments to Clearlake for advisory and consulting services pursuant to its management and monitoring services agreement.

^(e)

Income tax impact of adjustments includes an estimated tax impact of the adjustments to net income (loss) at our average statutory tax rate of 40.0%, except for the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions.

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Use of Non-GAAP Financial Measures

•

Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income do not reflect the impact of certain cash charges resulting from matters C1 considers not to be indicative of its ongoing operations;

•

other companies in C1’s industry may calculate Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income, differently than C1 does, limiting their usefulness as comparative measures.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS OF C1

The following discussion and analysis of C1’s financial condition and results of operations should be read in conjunction with its consolidated financial statements and related notes that appear elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect C1’s plans, estimates and beliefs. C1’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the section titled “Risk Factors” and elsewhere in this prospectus.

Overview

C1 is a leading IT services provider of collaboration and technology solutions for large and medium enterprises. C1 serves clients through its comprehensive engagement model which includes the full lifecycle of services from consultation and design through implementation, optimization, and ongoing support. C1’s deep technical expertise enables C1 to deliver complex, multi-vendor solutions across a number of delivery models, including on-premise and in private, hybrid, C1 Cloud, and public cloud environments. C1 served over 2,900, 3,400, and 3,700 clients in 2014, 2015, and 2016, respectively. From 2014 to 2016, C1 served 52% of the Fortune 100, 40% of the Fortune 500, and 32% of the Fortune 1000.

C1’s technical expertise and client-centric culture have led to long-standing, and expanding client relationships. With more than 1,180 highly skilled engineers and consulting professionals and approximately 290 sales professionals, C1 is able to deliver customized services and technology offerings to address the specific needs of its clients. Additionally, among its top 100 clients based on 2016 revenue, C1 has an average tenure of more than nine years. C1 generated 93% and 91% of its total revenue in 2015 and 2016, respectively, from clients it served in a prior year.

C1 designs thousands of solutions each year across its core technology markets: (i) collaboration and (ii) enterprise networking, data center, cloud, and security. Collaboration is primarily comprised of software-centric unified communications technology, which enables communication anywhere on any device, and its customer engagement applications which deliver a personalized and omni-channel experience for its clients’ end customers. C1’s other core technology markets, enterprise networking, data center, cloud, and security, focus on the critical software and hardware IT infrastructure to enable its clients to securely process and store the applications and information they need to conduct their business. C1’s solutions are a combination of our professional services and technology offerings and are complemented by its industry-leading managed, cloud, and maintenance services.

For 2015, 2016, and the nine months ended September 30, 2017, 51%, 46%, and 49% of C1’s total revenue, respectively, was derived from professional and managed, cloud, and maintenance services and 49%, 54%, and 51% was derived from technology offerings. For 2015, 2016, and the nine months ended September 30, 2017, 82%, 68%, and 66% of C1’s total revenue, respectively, was derived from its services and technology offerings in the collaboration market. The remaining 18%, 32%, and 34% of C1’s total revenue, respectively, was derived from its enterprise networking, data center, cloud, and security services and technology offerings. In 2015, C1 acquired SIGMAnet, MSN, and Sunturn. C1’s 2015 acquisitions have been fully integrated into C1’s operations. In 2017, C1 acquired Annese, SPS and RGTS which significantly affects comparability of its 2016 and 2017 results of operations and metrics. Please see the section below titled “Recent Acquisitions” for further information regarding these acquisitions.

Services

In 2015, 2016, and the nine months ended September 30, 2017, 37%, 38%, and 35% of C1’s services revenue, respectively, came from professional services and 63%, 62%, and 65%, respectively, was derived from managed, cloud, and maintenance services. For 2015, 2016, and the nine months ended September 30, 2017, services in the collaboration market comprised 95%, 85%, and 82%, respectively, of C1’s services revenue.

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Technology Offerings

For 2015, 2016, and the nine months ended September 30, 2017, 70%, 53%, and 51% of C1’s technology offerings revenue, respectively, was generated by technology offerings in the collaboration market.

C1’s Corporate History

Since C1’s founding in 1993, its client-centric culture has defined how it operates. C1 has worked, since the beginning, to deliver innovative multi-vendor services and solutions to solve its clients’ IT challenges and to help them grow. C1’s business model has driven its internal organic growth while at the same time allowing it to add capabilities and vendor relationships through both internal investments and acquisitions.

In June 2014, C1 was acquired by a fund managed by Clearlake Capital Group, L.P., which, together with its affiliates and related persons, refers to Clearlake, a private investment firm with a sector-focused approach. After completion of the business combination, Clearlake will continue to own a majority of outstanding shares of C1’s common stock.

Recent Acquisitions

In September 2017, C1 acquired Rockefeller Group Technology Solutions, Inc., or RGTS, for cash consideration of $20.9 million. The acquisition increases C1’s presence in the New York City market and brings additional capabilities in collaboration and cloud.

In August 2017, C1 acquired SPS Holdco, LLC, or SPS, for cash consideration of $59.1 million. The acquisition brought additional solutions and services capabilities in collaboration and video.

In July 2017, C1 acquired Annese & Associates, Inc., or Annese, for cash consideration of $26 million plus additional contingent consideration of up to $4 million. The Annese acquisition brought additional solutions and service capabilities in enterprise networking, security, collaboration, and cloud, backed by four decades of experience and expertise.

C1 made three strategic acquisitions in 2015 for an aggregate consideration of $66.8 million net of cash received. C1 acquired Sunturn to expand its core collaboration solutions and fully integrated the business as of July 31, 2015, at which time C1 no longer prepared standalone financial statements for Sunturn. The MSN and SIGMAnet acquisitions significantly expanded C1’s broader enterprise networking capabilities as well as its collaboration, cloud, and security offerings.

Factors Affecting C1’s Operating Performance

C1 believes the following trends and factors may have an impact on C1’s operating performance.

Evolution of cloud-based collaboration solutions. Within the broader unified communications and customer engagement market, cloud and hosted solutions are expected to grow faster than on-premise solutions as organizations increasingly look for scalable, agile, and mobile-enabled solutions while simultaneously seeking to reduce capital costs. As a result, enterprises are shifting from on-premise, hardware infrastructure to software-centric hosted and cloud solutions. Given C1’s ability to deliver collaboration and other technology offerings over private, hybrid, C1 Cloud, and public cloud environments, C1 believes it is well positioned to benefit from these trends and expect these trends to drive growth in its managed, cloud, and maintenance services business, which typically have multi-year contractual terms and high renewal rates. C1 calculates renewal rate as the annual contract value, or ACV, of contracts renewed as a percentage of the total ACV up for renewal in an applicable period. This can result in a renewal rate greater than 100% in the event that a contract renews at a higher value than the expiring contract value. Additionally, C1 excludes customer bankruptcies, site closures, short term contracts and other adjustments in the calculation of the renewal rate.

Growing complexity of technology solutions and expansion of C1’s services business mix . Due to increased technology and vendor complexity, C1 is seeing an increased demand for multi-vendor IT solutions. As

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a result, enterprises are increasingly seeking the assistance of IT service providers who have the expertise to consult, design, integrate, and manage their technology solutions and platforms. Given C1’s technical expertise, leading managed, cloud, and maintenance services, and customized services approach, C1 expects that its services offerings will comprise a higher percentage of its revenue in the future, which would have a favorable impact on its gross margins.

C1’s ability to increase penetration of its existing, long-standing clients . C1’s future growth will depend in part on its ability to expand sales of its services and solutions to its existing clients. For 2015 and 2016, 93% and 91%, respectively, of C1’s total revenue was derived from clients it also served in a prior year. C1 believes it is well positioned to identify new opportunities to expand or sell new services and solutions to its existing clients. For 2015 and 2016, 82% and 68% of C1’s total revenue, respectively, came from collaboration solutions, and C1 believes there are additional opportunities to sell its other technology offerings, including enterprise networking, data center, cloud, and security into its existing client base. In addition, C1 believes there is opportunity to further penetrate its existing client base with its managed, cloud, and maintenance services.

Customer adoption of C1’s expanding technology offerings and services. C1 plans to continue to invest in the development of its innovative and client-centric services and solutions. As technology becomes increasingly complex and clients look to reduce their capital cost, C1 believes its clients will transition from maintenance to managed services, and ultimately to cloud services. Most recently, C1 added advanced monitoring capabilities for its managed services platform, developed its own cloud hosted capabilities, and, through acquisitions, significantly bolstered its security technical expertise, offering end-to-end network and data security services and solutions to its clients. C1 believes that customer adoption of its cloud and security technology offerings and managed and hosted services can drive growth in its business over time.

Continue to maintain relationships with key technology partners . Through C1’s leading professional services capabilities, C1 designs thousands of solutions a year for its clients across its core technology markets: (i) collaboration and (ii) enterprise networking, data center, cloud, and security. C1 is vendor agnostic as it enjoys strong relationships with more than 100 leading and next-generation technology partners. In order to retain access to the best-of-breed solutions and offer the latest technology solutions, C1 needs to continue to maintain its relationships with existing key technology partners and develop new relationships.

Impact of Avaya Restructuring. Avaya, which was C1’s largest vendor as a percentage of C1’s technology offerings revenue in 2015 and 2016, filed for reorganization under Chapter 11 in January 2017 and filed its preliminary plan of reorganization in April 2017. As a result of Avaya’s restructuring, new or existing clients have, in same cases, elected to delay purchasing decisions with respect to Avaya technology offerings or have chosen to replace existing Avaya technology offerings with the technology offerings of other vendors. Delays in customer purchasing decisions, or an election by C1’s clients to purchase alternative technology offerings from C1 or from other providers, has resulted in decreased technology offerings revenue in 2017 and could result in lower revenues and gross profits or margins or otherwise have an adverse effect on its business in the future. Avaya announced in late October that the Bankruptcy Court approved Avaya’s plan of reorganization. Management continues to evaluate the impact that Avaya’s reorganization has had on C1’s results of operations and financial condition.

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Key Business Metrics

C1’s management regularly monitors certain financial measures to track the progress of its business against internal goals and targets. C1 believes that the most important of these measures include Adjusted Revenue, Gross Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Services Revenue as a Percentage of Total Revenue.


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
	(in thousands, except percentages)
Total revenue	$	601,464		$	815,609		$	605,081		$	619,700
Adjusted Revenue		603,719			815,912			605,333			623,914

Services mix:
Professional services revenue as a percentage of total revenue		19	%		17	%		17	%		17	%
Managed, cloud, and maintenance services revenue as a percentage of total revenue		32			29			28			32

Services revenue as a percentage of total revenue		51	%		46	%		45	%		49	%


Gross margin		32	%		31	%		30	%		29	%

Net income (loss)	$	4,023		$	8,349		$	6,186		$	(13,185	)
Adjusted Net Income		24,358			34,488			23,922			17,485

Adjusted EBITDA		62,809			83,785			58,698			58,058
Adjusted EBITDA Margin		10.4	%		10.3	%		9.7	%		9.3	%

Adjusted Revenue

Adjusted Revenue is a non-GAAP financial measure. C1 believes that Adjusted Revenue provides supplemental information with respect to its revenue activity associated with its ongoing operations. C1 defines Adjusted Revenue as total revenue adjusted to exclude non-cash acquisition accounting adjustments to revenue as a result of its acquisitions.

For more information about Adjusted Revenue and a reconciliation of Adjusted Revenue to total revenue, the most directly comparable financial measure calculated and presented in accordance with GAAP, see the section titled “Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures.”

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. Management uses Adjusted EBITDA and Adjusted EBITDA Margin (1) to compare C1’s operating performance on a consistent basis, (2) to calculate incentive compensation for its employees, (3) for planning purposes including the preparation of its internal annual operating budget, (4) to evaluate the performance and effectiveness of its operational strategies, and (5) to assess compliance with various metrics associated with the agreements governing C1’s indebtedness. Accordingly, C1 believes that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors and others in understanding and evaluating our operating performance in the same manner as management.

C1 defines Adjusted EBITDA as net income (loss) plus (a) total depreciation and amortization, (b) interest expense and other, net, and (c) income tax expense, as further adjusted to eliminate non-cash stock-based compensation expense, acquisition accounting adjustments, transaction costs, and other one-time nonrecurring costs. C1 does not believe these adjustments are indicative of its ongoing performance. For more information about Adjusted EBITDA and a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA see the section titled “ Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures .”

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Adjusted EBITDA Margin measures C1’s Adjusted EBITDA as a percentage of total revenue. For more information about Adjusted EBITDA Margin see the section titled “ Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures .”

Services Revenue as a Percentage of Total Revenue

As a services-driven organization, C1 views services revenue as a percentage of revenue as a key measure in the successful execution of C1’s operating strategies and the profitability of its business.

C1’s professional services involves the consultation, design, integration and implementation, application development, and program management of customized solutions for core technology markets. C1 views professional services as a percentage of revenue as a key measure in the successful execution of its operating strategies of leading client engagements with professional services and the profitability of its business.

C1 provides comprehensive managed, cloud, and maintenance services to its clients across its core technology markets. Given these services typically have multi-year contractual terms, with high renewal rates, C1 views managed, cloud, and maintenance services as a percentage of revenue as a key measure of its revenue visibility and profitability of its business.

Adjusted Net Income

Adjusted Net Income is a non-GAAP financial measure, which management uses in this prospectus and in its evaluation of past performance, trends, and prospects for the future. Management uses Adjusted Net Income (1) to compare C1’s operating performance on a consistent basis, (2) for planning purposes including the preparation of C1’s internal annual operating budget, and (3) to evaluate the performance and effectiveness of C1’s operational strategies. Accordingly, C1 believes that Adjusted Net Income provides useful information to investors and others in understanding and evaluating C1’s operating performance in the same manner as management. C1 believes that Adjusted Net Income is utilized by investors and other interested parties as a measure of C1’s comparative operating performance period-over-period that considers the impact of certain items that do not directly correlate to C1’s ongoing operating performance and that vary significantly from period to period, such as the interest expense associated with its outstanding debt, as well as the impact of depreciation on our fixed assets and income taxes. C1 defines Adjusted Net Income as net income (loss) adjusted to exclude (a) amortization of acquisition-related intangible assets, (b) amortization of debt issuance costs, (c) non-cash share-based compensation expense, (d) costs related to debt refinancing, (e) acquisition accounting adjustments, (f) transaction costs, (g) other costs, and (h) the income tax impact associated with the foregoing items. C1 does not believe these adjustments are indicative of its ongoing performance. For more information about Adjusted Net Income and a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income see the section titled “ Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures .”

Components of Results of Operations

There are a number of factors that impact the revenue and margin profile of the services and technology offerings C1 provides, including, but not limited to, solution and technology complexity, technical expertise requiring the combination of products and types of services provided, as well as other elements that may be specific to a particular client solution.

Revenue

C1’s revenue consists of the sale of its technology offerings and services. C1 separately presents technology offerings and services revenue, along with the associated cost of revenue, in its consolidated statements of operations.

Technology Offerings Revenue

Technology offerings revenue includes revenue from the sale of hardware and software products and is generally recognized on a gross basis with the selling price to the client recorded as revenue because C1 acts as

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the primary obligor under these contracts. Revenue is generally recognized when the title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, the sales price is fixed and determinable, and collectability is reasonably assured. Hardware and software items can be delivered to C1’s clients in a variety of ways including shipping from its facilities, via drop-shipment by the vendor or distributor, or via electronic delivery for software licenses.

Services Revenue

Services revenue includes:

Revenue for Professional Services. Revenue for professional services is generally recognized when professional services are performed and all obligations have been substantially met. The majority of professional services revenue is fixed price.

Revenue for Managed, Cloud, and Maintenance Services. Revenue for managed and cloud services is generally recognized on a straight-line basis over the contractual term of the arrangements, which is consistent with the timing of services rendered. Revenue from the sale of third-party retail maintenance contracts is recognized net of the related cost of revenue. In third-party retail maintenance contracts, all services are provided by third-party providers and, as a result, C1 is acting as an agent and not considered the primary obligor. As C1 is under no obligation to perform additional services, revenue is recognized at the time of sale. Revenue from the sale of third-party wholesale maintenance contracts is recognized on a gross basis at the time of sale with the selling price to the client recorded as revenue and the acquisition cost recorded as cost of revenue. Based upon the evaluation of indicators for gross and net reporting, C1 has concluded that it is acting as a principal in these contracts.

Cost of Revenue, Gross Profit, and Gross Margin

Technology Offerings Gross Profit

Technology offerings gross profit is equal to technology offerings revenue less the acquisition cost of the product, recorded as cost of revenue, net of technology partners and distributor rebates. Technology offerings gross profit is impacted by the complexity of hardware and software sold in C1’s solutions, as well as the mix of product type with generally higher gross profits coming from the sale of collaboration products.

Services Gross Profit

Services gross profit is equal to services revenue less cost of revenue associated with services.

Professional Services Gross Profit . Cost of revenue associated with professional services includes the compensation, benefits, and other costs associated with C1’s delivery and project management engineering team, as well as costs charged by third-party contractors. Costs associated with C1’s delivery and project management engineering team are generally recognized as incurred. Costs charged by third-party contractors are initially deferred as prepaid expense and generally recorded as cost of revenue when the professional service project is complete or when contractual milestones have been achieved. As a result, C1’s services gross profit may fluctuate from period to period.

Managed, Cloud, and Maintenance Services Gross Profit . Compensation, benefits, and other costs associated with C1’s managed and in-house maintenance services engineering team, costs charged by subcontractors, and costs of running its three Network Operations Centers, or NOCs, are recorded as cost of revenue as incurred. These costs include depreciation of certain equipment and software utilized in C1’s NOCs in support of its managed, cloud, and maintenance services contracts. C1 incurs external costs associated with professional and managed services, primarily related to purchasing maintenance support contracts with third-party manufacturers and software licenses, which are generally prepaid. These costs, associated with maintenance contracts where C1 has an obligation to perform services, are incurred specifically to assist C1 in rendering services to C1’s customers and are recorded as deferred customer support contract costs at the time the costs are incurred. The costs are amortized to expense as a cost of revenue—services on a straight-line basis over

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the period during which C1 fulfills its performance obligation. Third-party wholesale maintenance services cost of revenue is the acquisition cost from technology partners. In addition, C1’s managed, cloud, and maintenance services gross profit is impacted by the mix of wholesale versus retail third-party maintenance revenue and the average contractual length of the third-party maintenance agreements.

Services gross profit is generally impacted by C1’s ability to negotiate longer term managed and cloud contracts with its clients, maintaining a high contract renewal rate, effectively managing its service level agreements, or SLAs, resolving a large percentage of the incidents in-house, increasing utilization rates of its NOC engineers, and timing of revenue recognition. C1’s services gross profit is impacted by its ability to deliver on fixed-price professional services engagements within scope, and its ability to keep its delivery engineers utilized.

Gross margin measures C1’s gross profit as a percentage of revenue. Gross margin is generally impacted by changes in the mix of product type sold as well as the mix of services versus technology offerings revenue, with generally higher gross margins coming from the sale of collaboration products and services revenue.

Operating Expenses

C1’s operating expenses include sales and marketing expenses, general and administrative expenses, transaction costs, and depreciation and amortization.

Sales and Marketing Expense. Sales and marketing expense is comprised of compensation, commission expense, variable incentive pay, and benefits related to C1’s sales personnel, along with travel expenses, other employee related costs including share based compensation, and expenses related to marketing programs and events. Commission expenses are largely driven by gross margin performance and are generally paid to the sales personnel when the solutions revenue has been collected from the client.

General and Administrative Expense . General and administrative expense is comprised of compensation and benefits of administrative personnel, including variable incentive pay and share-based compensation, and other administrative costs such as facilities expenses, professional fees, and travel expenses.

Transaction Costs . Transaction costs include acquisition-related expenses, including integration costs, employee retention bonuses, severance charges, transaction-related professional fees, including legal, accounting, tax and advisory fees, and acquisition-related integration costs. These costs are expected to increase to the extent C1 pursues additional acquisitions.

Depreciation and Amortization Expense. Depreciation expense relates to C1’s fixed assets except for assets used in cost of revenue. Amortization expense relates to intangible assets C1 acquired in its business acquisitions.

Interest Expense and Other, Net

Interest expense and other, net includes interest expense associated with C1’s outstanding debt and costs associated with the refinancing of its debt, which includes debt extinguishment losses. C1 also may seek to finance strategic acquisitions in the future with the proceeds from additional debt incurrences, which may have an impact on its interest expense.

Income Tax Expense (Benefit)

C1 is subject to U.S. federal income taxes, state income taxes net of federal income tax effect, and nondeductible expenses. C1’s effective tax rate will vary depending on permanent non-deductible expenses and other factors.

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Results of Operations

The following tables set forth C1’s consolidated financial data in dollar amounts and as a percentage of total revenue.


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(in thousands)
Revenue
Technology offerings	$	297,481		$	439,804		$	333,239		$	315,201
Services		303,983			375,805			271,842			304,499

Total revenue		601,464			815,609			605,081			619,700

Cost of revenue
Technology offerings		220,377			333,082			254,532			245,732
Services		187,641			233,283			170,274			191,965

Total cost of revenue		408,018			566,365			424,806			437,697

Gross profit
Technology offerings		77,104			106,722			78,707			69,469
Services		116,342			142,522			101,568			112,534

Total gross profit		193,446			249,244			180,275			182,003

Operating expenses
Sales and marketing		96,578			128,733			93,998			93,904
General and administrative		36,955			40,262			30,081			36,989
Transaction costs		5,678			6,055			5,137			5,955
Depreciation and amortization		23,520			27,692			20,697			23,112

Total operating expenses		162,731			202,742			149,913			159,960

Operating income		30,715			46,502			30,362			22,043

Other (income) expense
Interest income		(26	)		(11	)		(6	)		(51	)
Interest expense		23,072			31,438			18,829			41,553
Interest expense and other, net		72			10			1			49

Total other expense, net		23,118			31,437			18,824			41,551

Income (loss) before income taxes		7,597			15,065			11,538			(19,508	)
Income tax expense (benefit)		3,574			6,716			5,352			(6,323	)

Net income (loss)	$	4,023		$	8,349		$	6,186		$	(13,185	)


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(as a percentage of total revenue)
Revenue
Technology offerings		49.5	%		53.9	%		55.1	%		50.9	%
Services		50.5			46.1			44.9			49.1	%

Total revenue		100.0	%		100.0	%		100.0	%		100.0	%

Gross margin
Technology offerings		25.9	%		24.3	%		23.6	%		22.0	%
Services		38.3			37.9			37.4			37.0
Total gross margin		32.2			30.6			29.8			29.4

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Nine Months Ended September 30, 2016 Compared to the Nine Months Ended September 30, 2017

Revenue


	Nine Months Ended September 30,						Change
	2016			2017			Amount			%
	(unaudited)
	(dollars in thousands)
Technology offerings	$	333,239		$	315,201		$	(18,038	)		(5.4	)%
Services		271,842			304,499			32,657			12.0

Total revenue	$	605,081		$	619,700		$	14,619			2.4

Technology offerings as a percentage of total revenue		55.1	%		50.9	%
Services as a percentage of total revenue		44.9			49.1

Total revenue increased $14.6 million, or 2.4%, from $605.1 million for the nine months ended September 30, 2016 to $619.7 million for the nine months ended September 30, 2017. The revenue increase was primarily driven by the $32.7 million growth in C1’s services partially offset by a $18.0 million decline in technology offerings.

Technology offerings revenue decreased $18.0 million, or 5.4%, from $333.2 million for the nine months ended September 30, 2016 to $315.2 million for the nine months ended September 30, 2017. The technology offerings revenue decrease was primarily due to a decline in sales in the collaboration market as a result of Avaya filing for bankruptcy in January 2017. Technology offerings revenue from the Annese and SPS acquisitions accounted for $21.2 million in the nine months ended September 30, 2017.

Services revenue increased $32.7 million, or 12.0%, from $271.8 million for the nine months ended September 30, 2016 to $304.5 million for the nine months ended September 30, 2017. The services revenue growth was primarily driven by revenue growth for managed, cloud, and maintenance services due to new contracts. Services revenue from the Annese, RGTS and SPS acquisitions accounted for $30.9 million in the nine months ended September 30, 2017.

Revenue by Core Technology Market


	Nine Months Ended September 30,				Change
	2016		2017		Amount			%
	(unaudited)
	(dollars in thousands)
Collaboration revenue:
Technology offerings	$	170,731	$	159,246	$	(11,485	)		(6.7	)%
Services		233,984		250,779		16,795			7.2

Total collaboration revenue	$	404,715	$	410,025	$	5,310			1.3

Enterprise networking, data center, cloud, and security revenue:
Technology offerings	$	162,508	$	155,955	$	(6,553	)		(4.0	)
Services		37,858		53,720		15,862			41.9

Total enterprise networking, data center, cloud, and security revenue	$	200,366	$	209,675	$	9,309			4.6

Total revenue	$	605,081	$	619,700	$	14,619			2.4

Collaboration

Collaboration revenue increased $5.3 million, or 1.3%, from $404.7 million for the nine months ended September 30, 2016 to $410.0 million for the nine months ended September 30, 2017. Of the increase, $16.8 million was the result of an increase in services revenue from the collaboration market, offset by a $11.5 million decrease in technology offerings revenue.

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Enterprise, Networking, Data Center, Cloud, and Security

Enterprise, networking, data center, cloud, and security revenue increased $9.3 million, or 4.6%, from $200.4 million for the nine months ended September 30, 2016 to $209.7 million for the nine months ended September 30, 2017. Of the increase, $15.9 million was the result of an increase in services revenue from enterprise networking, data center, cloud, and security services revenue, partially offset by a $6.6 million decrease of technology offerings revenue.

Cost of Revenue, Gross Profit, and Gross Margin


	Nine Months Ended September 30,						Change
	2016			2017			Amount			%
	(unaudited)
	(dollars in thousands)
Cost of revenue
Technology offerings	$	254,532		$	245,732		$	(8,800	)		(3.5	)%
Services		170,274			191,965			21,691			12.7

Total cost of revenue	$	424,806		$	437,697		$	12,891			3.0

Gross profit
Technology offerings	$	78,707		$	69,469		$	(9,238	)		(11.7	)%
Services		101,568			112,534			10,966			10.8

Total gross profit	$	180,275		$	182,003		$	1,728			1.0

Gross Margin
Technology offerings		23.6	%		22.0	%
Services		37.4			37.0
Total gross margin		29.8			29.4

Total gross profit increased $1.7 million, or 1.0%, from $180.3 million for the nine months ended September 30, 2016 to $182.0 million for the nine months ended September 30, 2017. Total gross margin decreased 40 basis points from 29.8% of total revenue for the nine months ended September 30, 2016 to 29.4% for the nine months ended September 30, 2017. Total gross profit from the Annese, RGTS and SPS acquisitions accounted for $15.8 million for the nine months ended September 30, 2017.

Technology offering gross margin decreased 160 basis points from 23.6% for the nine months ended September 30, 2016 to 22.0% for the nine months ended September 30, 2017. Technology offering gross margins decreased primarily due to a shift in product mix from the collaboration market to the enterprise, networking, data center, cloud, and security market, which generally has lower gross margins.

Services gross margin decreased 40 basis points as a percentage of services from 37.4% for the nine months ended September 30, 2016 to 37.0% for the nine months ended September 30, 2017, primarily due to the declining mix of higher margin collaboration services revenue.

Operating Expenses


	Nine Months Ended September 30,				Change
	2016		2017		Amount			%
	(unaudited) (dollars in thousands)
Sales and marketing	$	93,998	$	93,904	$	(94	)		(0.1	)%
General and administrative		30,081		36,989		6,908			23.0
Transaction costs		5,137		5,955		818			15.9
Depreciation and amortization		20,697		23,112		2,415			11.7

Total operating expenses	$	149,913	$	159,960	$	10,047			6.7

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Sales and Marketing Expense

Sales and marketing expense decreased $0.1 million, or 0.1%, from $94.0 million for the nine months ended September 30, 2016 to $93.9 million for the nine months ended September 30, 2017. The decrease in sales and marketing expense was primarily driven by $2.9 million of lower commissions and bonuses due to lower performance against internal budgetary goals $0.6 million lower other expenses, and $0.4 million lower professional fees, offset by $3.9 million higher salaries and benefits.

General and Administrative Expense

General and administrative expense increased $6.9 million, or 23.0%, from $30.1 million for the nine months ended September 30, 2016 to $37.0 million for the nine months ended September 30, 2017. The increase was primarily due to a $4.2 million increase in salaries and benefits, a $1.2 million increase in office expenses a $0.9 million increase in professional fees, and a $0.8 million in other expense.

Transaction Costs

Transaction costs increased $0.8 million, or 15.9%, from $5.1 million for the nine months ended September 30, 2016 to $6.0 million for the nine months ended September 30, 2017. The increase was due to $2.1 million of additional professional fees related to the three recent acquisitions, partially offset by lower acquisition integration expenses.

Depreciation and Amortization

Depreciation and amortization expense increased $2.4 million, or 11.7%, from $20.7 million for the nine months ended September 30, 2016 to $23.1 million for the nine months ended September 30, 2017. The increase was primarily due to purchases of property, plant, and equipment and an increase in amortization due to recent acquisitions.

Interest Expense and Other, Net


	Nine Months Ended September 30,				Change
	2016		2017		Amount		%
	(unaudited)
	(dollars in thousands)
Interest expense and other, net	$	18,824	$	41,551	$	22,727		120.7	%

Interest expense and other, net increased $22.7 million, or 120.7%, from $18.8 million for the nine months ended September 30, 2016 to $41.6 million for the nine months ended September 30, 2017 primarily due to $10.3 million of non-recurring, non-cash interest expenses related to unamortized debt issuance costs and $3.4 million of extinguishment costs incurred related to the debt refinancing.

Income Tax Expense (Benefit)


	Nine Months Ended September 30,				Change
	2016		2017		Amount		%
	(unaudited)
	(dollars in thousands)
Income tax expense (benefit)	$	5,352	$	(6,323)	$	(11,675)		(218.1)	%

The effective tax rate decreased from 46.4% for the nine months ended September 30, 2016 to 32.4% for the nine months ended September 30, 2017. The decrease in the effective rate for the nine months ended September 30, 2017 is primarily the result of the negative impact of nondeductible expenses on the overall tax benefit on net losses before income taxes for the nine months ended September 30, 2017.

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Year Ended December 31, 2015 Compared to the Year Ended December 31, 2016

Revenue


	Year Ended December 31,						Change
	2015			2016			Amount		%
	(dollars in thousands)
Technology offerings	$	297,481		$	439,804		$	142,323		47.8	%
Services		303,983			375,805			71,822		23.6

Total revenue	$	601,464		$	815,609		$	214,145		35.6

Technology offerings as a percentage of total revenue		49.5	%		53.9	%
Service as a percentage of total revenue		50.5			46.1

Total revenue increased $214.1 million, or 35.6%, from $601.5 million in 2015 to $815.6 million in 2016. Revenue from the MSN and SIGMAnet acquisitions accounted for $69.3 million and $244.1 million of C1’s revenue in 2015 and 2016, respectively. Excluding the impact of the MSN and SIGMAnet acquisitions, but including the impact of the Sunturn acquisition, C1’s total revenue was $532.2 million and $571.5 million in 2015 and 2016, respectively. C1 has not excluded the impact of the Sunturn acquisition as it was fully integrated into its operations during 2015. The revenue growth, excluding the impact of the MSN and SIGMAnet acquisitions, of $39.3 million was primarily driven by the $7.1 million growth in C1’s technology offerings and the $32.2 million growth in services.

Technology offerings revenue increased $142.3 million, or 47.8%, from $297.5 million in 2015 to $439.8 million in 2016. Revenue from the MSN and SIGMAnet acquisitions accounted for $63.2 million and $198.4 million of C1’s technology offerings revenue in 2015 and 2016, respectively. Excluding the impact of the MSN and SIGMAnet acquisitions, but including the impact of the Sunturn acquisition, C1’s technology offerings revenue was $234.3 million and $241.4 million in 2015 and 2016, respectively. The revenue growth, excluding the impact of the MSN and SIGMAnet acquisitions, of $7.1 million was primarily driven by growth of C1’s collaboration solutions due to higher demand from existing clients and new clients.

Services revenue increased $71.8 million, or 23.6%, from $304.0 million in 2015 to $375.8 million in 2016. Revenue from the MSN and SIGMAnet acquisitions accounted for $6.2 million and $45.8 million of C1’s services revenue in 2015 and 2016, respectively. Excluding the impact of the MSN and SIGMAnet acquisitions, but including the impact of the Sunturn acquisition, C1’s services revenue was $297.8 million and $330.0 million in 2015 and 2016, respectively. The revenue growth, excluding the impact of the MSN and SIGMAnet acquisitions, of $32.2 million was related to a $9.6 million increase in professional services primarily due to higher demand for C1’s professional services, in particular from C1’s collaboration clients, as well as higher contractual revenue of $22.6 million associated with C1’s managed, cloud, and maintenance services primarily driven by continued demand for managed services and private cloud services from C1’s collaboration clients.

Revenue by Core Technology Market


	Year Ended December 31,				Change
	2015		2016		Amount		%
	(dollars in thousands)
Collaboration revenue:
Technology offerings revenue	$	207,202	$	232,357	$	25,155		12.1	%
Services revenue		288,167		319,208		31,041		10.8

Total collaboration revenue		495,369		551,565		56,196		11.3

Enterprise networking, data center, cloud, and security revenue:
Technology offerings revenue		90,279		207,447		117,168		129.8
Services revenue		15,816		56,597		40,781		257.8

Total enterprise networking, data center, cloud, and security		106,095		264,044		157,949		148.9

Total revenue	$	601,464	$	815,609	$	214,145		35.6

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Collaboration

Collaboration revenue increased $56.2 million, or 11.3%, from $495.4 million in 2015 to $551.6 million in 2016. Of the increase, $25.2 million was the result of an increase of technology offerings revenue, and $31.0 million was the result of an increase in services revenue from the collaboration market.

The increase of $25.2 million in technology offerings revenue was driven by revenue growth, excluding the impact of the MSN and SIGMAnet acquisitions, of $16.7 million due to additional client demand for C1’s technology offerings in the collaboration market and $8.5 million related to revenue from the MSN and SIGMAnet acquisitions. C1’s services revenue increase of $31.0 million in the collaboration market was driven by revenue growth, excluding the impact of the MSN and SIGMAnet acquisitions, of which $28.5 million was due to higher demand for C1’s professional services, as well as higher contractual revenue associated with C1’s managed, cloud, and maintenance services, and $2.5 million related to revenue from the MSN and SIGMAnet acquisitions.

Enterprise Networking, Data Center, Cloud, and Security

Enterprise networking, data center, cloud, and security revenue increased $157.9 million, or 148.9%, from $106.1 million in 2015 to $264.0 million in 2016. Of the increase, $117.2 million was the result of an increase of C1’s enterprise networking, data center, cloud, and security technology offerings revenue and $40.7 million was the result of an increase in C1’s enterprise networking, data center, cloud, and security services revenue.

C1’s enterprise networking, data center, cloud, and security technology offerings revenue increase of $117.2 million was primarily due to an increase related to revenue from the MSN and SIGMAnet acquisitions. C1’s enterprise networking, data center, cloud, and security services revenue increase of $40.7 million was primarily due to a $37.0 million increase in revenue related to the MSN and SIGMAnet acquisitions. Revenue growth, excluding the impact of the MSN and SIGMAnet acquisitions, of $3.7 million was primarily due to an increase in demand for C1’s professional services and maintenance services.

Cost of Revenue, Gross Profit, and Gross Margin


	Year Ended December 31,						Change
	2015			2016			Amount		%
	(dollars in thousands)
Cost of revenue
Technology offerings	$	220,377		$	333,082		$	112,705		51.1	%
Services		187,641			233,283			45,642		24.3

Total cost of revenue	$	408,018		$	566,365		$	158,347		38.8

Gross profit
Technology offerings	$	77,104		$	106,722		$	29,618		38.4	%
Services		116,342			142,522			26,180		22.5

Total gross profit	$	193,446		$	249,244		$	55,798		28.8

Gross margin
Technology offerings		25.9	%		24.3	%
Services		38.3			37.9
Total gross margin		32.2			30.6

Total gross profit increased $55.8 million, or 28.8%, from $193.5 million in 2015 to $249.2 million in 2016, primarily as a result of an increase in total cost of revenue of 38.8% between periods. Total gross margin decreased 160 basis points from 32.2% of total revenue in 2015 to 30.6% in 2016. The decrease in total gross margin was primarily due to a decrease in C1’s services revenue as a percentage of total revenue and a decrease in C1’s collaboration revenue as a percentage of total revenue primarily due to C1’s MSN and SIGMAnet acquisitions. Excluding the impact of the acquisitions, C1’s gross margin would have been 32.6% in 2016.

Technology offerings gross margin decreased 160 basis points from 25.9% in 2015 to 24.3% in 2016. The decrease in technology offerings gross margin was primarily due to an increase in total sales in C1’s lower margin

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enterprise networking, data center, cloud, and security core technology markets due to the MSN and SIGMAnet acquisitions. Excluding the impact of the acquisitions, C1’s technology offerings gross margin would have been 26.4% in 2016, a increase of 50 basis points primarily due to a shift in product mix to higher margin collaboration services.

Services gross margin decreased 160 basis points from 38.3% in 2015 to 37.9% in 2016 primarily due to an increase in revenue of C1’s managed, cloud, and maintenance services offset by lower professional services margin from the MSN and SIGMAnet acquisitions. Excluding the impact of the acquisitions, C1’s services gross margin would have been 38.2% in 2016.

Operating Expenses


	Year Ended December 31,				Change
	2015		2016		Amount		%
	(dollars in thousands)
Sales and marketing	$	96,578	$	128,733	$	32,155		33.3	%
General and administrative		36,955		40,262		3,307		8.9
Transaction costs		5,678		6,055		377		6.6
Depreciation and amortization		23,520		27,692		4,172		17.7

Total operating expenses	$	162,731	$	202,742	$	40,011		24.6

Sales and Marketing Expense

Sales and marketing expense increased $32.1 million, or 33.3%, from $96.6 million in 2015 to $128.7 million in 2016. Incremental sales and marketing expense from the MSN and SIGMAnet acquisitions accounted for $22.2 million. The $22.2 million increase was primarily related to higher personnel-related costs of $12.1 million, $8.5 million of sales commissions and bonuses related to higher gross profits and $1.6 million of marketing, meetings and travel, professional fees and office expenses. Sales and marketing expense growth, excluding acquisitions, of $9.9 million was driven by $4.2 million of higher personnel-related expenses related to an increase in sales personnel, $4.2 million of commissions and bonuses due to improved performance, and $1.5 million of marketing, meetings and travel, and professional fees.

General and Administrative Expense

General and administrative expense increased $3.3 million, or 8.9%, from $37.0 million in 2015 to $40.3 million in 2016. General and administrative expense increased $4.5 million due to MSN and SIGMAnet acquisitions, partially offset by a decrease in expenses of $1.2 million due to continued cost management.

Transaction Costs

Transaction costs increased $0.4 million, or 6.6%, from $5.7 million in 2015 to $6.1 million in 2016, primarily due to acquisition-related integration costs.

Depreciation and Amortization

Depreciation and amortization expense increased $4.2 million, or 17.7%, from $23.5 million in 2015 to $27.7 million in 2016, primarily due to $3.2 million in higher amortization expense associated with acquired intangible assets related to its MSN and SIGMAnet acquisitions, offset by a $1.0 million reduction for assets that are fully amortized. Depreciation expense increased $2.0 million as a result of property and equipment acquired related to the MSN and SIGMAnet acquisitions and current year purchases.

Interest Expense and Other, Net


	Year Ended December 31,				Change
	2015		2016		Amount		%
	(dollars in thousands)
Interest expense and other, net	$	23,118	$	31,437	$	8,319		36.0	%

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Interest expense and other, net increased $8.3 million, or 36.0%, from $23.1 million in 2015 to $31.4 million in 2016. The net increase was primarily due to the refinancing of C1’s debt, which resulted in higher interest expense associated with increased debt balances as a result of borrowings used to pay for the October 2016 cash distribution to stockholders. In addition, interest expense in 2016 included $4.5 million in costs associated with the refinancing of C1’s debt, consisting of $1.8 million in transaction costs, $1.5 million in debt extinguishment losses, and a $1.2 million write-off of unamortized debt issuance costs.

Income Tax Expense


	Year Ended December 31,				Change
	2015		2016		Amount		%
	(dollars in thousands)
Income tax expense	$	3,574	$	6,716	$	3,142		87.9	%

Income tax expense increased $3.1 million, from $3.6 million in 2015 to $6.7 million in 2016, primarily due to an increase in the pre-tax income offset by a lower effective tax rate. The effective tax rate decreased from 47.0% in 2015 to 44.6% in 2016, as a result of lower state income taxes as a percentage of taxable income and the effect of an acquisition accounting adjustment, offset partially by an increase in the effect of higher nondeductible expenses and other items.

Liquidity and Capital Resources

As of September 30, 2017, C1 had $7.7 million of cash. C1 believes its cash and cash flows from operations, will be sufficient to support its planned operations for at least the next 12 months. C1 finances its operations and capital expenditures through a combination of internally generated cash from operations and from borrowings under its revolver. C1’s long-term needs primarily include meeting debt service requirements, working capital requirements, and capital expenditures. C1 may also pursue strategic acquisition opportunities that may impact its future cash requirements. There are a number of factors that may negatively impact C1’s available sources of funds in the future including the ability to generate cash from operations and borrow on its debt facilities. The amount of cash generated from operations is dependent upon factors such as the successful execution of C1’s business strategies and general economic conditions. The amount of cash available for borrowings under C1’s various debt facilities is dependent on its ability to maintain sufficient collateral and general financial conditions in the marketplace.

C1 may opportunistically raise debt capital, subject to market and other conditions, to refinance its existing capital structure at a lower cost of capital. Additionally, as part of its growth strategies, C1 may also raise debt capital for strategic alternatives and general corporate purposes. If additional financing is required from outside sources, C1 may not be able to raise it on terms acceptable to it or at all. If C1 is unable to raise additional capital when desired, its business, operating results, and financial condition may be adversely affected.

Indebtedness

In June 2014, C1 entered into a $190 million first lien term loan, an $80 million second lien term loan, and a $25 million undrawn revolver. In May 2015, C1 borrowed an additional $50 million as an incremental facility to partially fund its recent acquisitions. In October 2016, C1 amended the credit agreements governing its first lien term loan, second lien term loan, and revolver to, among other things, permit a $90 million shareholder distribution and increase the maximum borrowing availability of its revolver by $40 million to $65 million. In March 2017, C1 entered into an incremental term loan joinder agreement to increase its first lien term loan commitments in an aggregate amount of $50 million to fund future acquisitions and provide working capital. C1 borrowed $10 million under the new agreement for working capital purposes in March 2017.

In June 2017, C1 paid off the existing first and second lien credit agreements including the revolving line-of-credit commitment in its entirety and entered into a new financing arrangement. C1 entered into a $430 million term loan agreement with a maturity date in June 2024. In July 2017, C1 borrowed an additional

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$75 million as an incremental term loan to partially fund its acquisitions, which also matures in June 2024. In October 2017, C1 borrowed an additional $60 million as an incremental term loan, which also matures in June 2024. In addition, in June 2017 C1 entered into a revolving loan agreement that provides a loan facility of $150 million and amended and restated the existing floorplan arrangement to extend credit in the form of floorplan advances, up to $150 million. The revolver agreement matures June 2022.

A portion of the proceeds of the term loan were used to repay the previously existing first and second lien credit agreements and debt issuance costs. Remaining proceeds will be used for working capital needs and general corporate purposes. Please see the section titled “ Description of Indebtedness ” for further information.

Liquidity

C1 generally funds its short- and long-term liquidity needs through a combination of cash on hand, cash flows generated from operations, and available borrowings under its revolving credit facility. C1’s management regularly monitors certain liquidity measures to monitor performance. C1 believes that the most important of those measures include net debt and available liquidity.


	As of December 31,				As of September 30,
	2015		2016		2017
					(unaudited)
	(in thousands)
Net debt	$	311,465	$	394,506	$	522,242
Available liquidity		30,307		74,632		98,689

Net Debt

C1 defines net debt as total debt less cash. The following table presents C1’s calculation of net debt as of the dates as indicated:


	As of December 31,				As of September 30,
	2015		2016		2017
					(unaudited)
	(in thousands)
Long term debt, net of debt issuance costs and current maturities	$	314,508	$	388,964	$	514,503
Plus unamortized debt issuance costs		9,860		11,850		10,372
Plus current maturities of term debt		2,404		3,324		5,050

Total debt		326,722		404,138		529,925
Less cash		15,307		9,632		7,683

Net debt	$	311,465	$	394,506	$	522,242

Available Liquidity

C1 calculates its available liquidity as a sum of cash from our consolidated balance sheet plus the amount available and unutilized on its revolving credit facilities.

The following table presents C1’s calculation of available liquidity as of the dates as indicated:


	As of December 31,				As of September 30,
	2015		2016		2017
					(unaudited)
	(in thousands)
Cash	$	15,307	$	9,632	$	7,683
Unutilized revolver		15,000		65,000		91,006

Available liquidity	$	30,307	$	74,632	$	98,689

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Cash Flows

The following table shows C1’s cash flows for 2015 and 2016 and the nine month periods ended September 30, 2016 and 2017:


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
	(in thousands)
Net cash provided by (used in) operating activities	$	14,470		$	22,856		$	10,398		$	(6,654	)
Net cash used in investing activities		(72,523	)		(9,025	)		(6,358	)		(104,794	)
Net cash provided by (used in) financing activities		56,298			(19,506	)		(11,803	)		109,499

Operating Activities

Net cash provided by operating activities consists of net income (loss) adjusted for noncash items, such as: depreciation and amortization of property and equipment and intangible assets, deferred income taxes, stock-based compensation, amortization of debt issuance costs, losses on extinguishments of debt or disposals of property and equipment, and for changes in net working capital assets and liabilities. The cash impact of changes in deferred income taxes primarily relates to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Generally, the most significant factor relates to nondeductible book amortization expense associated with intangible assets. The timing between the conversion of C1’s receivables into cash from its customers and disbursements to its vendors is the primarily driver of changes in C1’s working capital.

Net cash provided by operating activities for 2016 was $22.9 million. This was primarily attributable to net income (loss) before depreciation and amortization of $36.9 million partially offset by several working capital component changes that aggregate to a net $16.2 million use of cash for operating activities. The most significant working capital component changes relate to: (1) an $11.1 million decrease in accounts payable and accrued expenses due to a decrease in the days outstanding as well as changes in the timing of purchases and (2) a $5.5 million increase in accounts receivable driven by increased revenues in 2016 as compared to 2015. A $2.7 million loss on the extinguishment of debt related to C1’s debt refinancing also increased net cash provided by operating activities for 2016.

Net cash provided by operating activities for 2015 was $14.5 million. This was primarily attributable to net income (loss) before depreciation and amortization of $27.9 million partially offset by several working capital component changes that aggregate to a net $12.9 million use of cash for operating activities. The most significant working capital component change relates to a $32.1 million increase in accounts receivable due to significantly higher revenues in 2015 as compared to 2014 and an increase in the days outstanding during 2015. Several other related working capital components changed significantly due to the increase in revenues in 2015, including a $12.9 million increase in accounts payable and accrued expenses due to significantly higher purchasing volume to support the revenue growth, as well as higher accrued compensation due to increased headcount as a result of the three acquisitions during 2015, and a corresponding increase in inventory of $3.7 million. The significant increases in C1’s revenues and related cost of services during 2015 as compared to 2014 was due to both its acquisition growth and its organic growth which resulted in a $10.3 million increase in deferred revenue and a $7.7 million increase in prepaid expenses and deferred customer support contracts.

Net cash used in operating activities for the nine months ended September 30, 2017 was $6.7 million. This was primarily attributable to net income (loss) before depreciation and amortization of $11.0 million partially offset by several working capital component changes that aggregate to a net $30.1 million use of cash for operating activities. The most significant working capital component changes relate to: (1) a $22.0 million decrease in accounts payable and accrued expenses due to a decrease in the days outstanding as well as changes in the timing of purchases and (2) a $5.7 million decrease in accounts receivable due to a cyclical decrease in sales revenue.

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Net cash provided by operating activities for the nine months ended September 30, 2016 was $10.4 million. This was primarily attributable to net income (loss) before depreciation and amortization of $27.3 million partially offset by several working capital component changes that aggregate to a net $15.3 million use of cash for operating activities. The most significant working capital component change relates to a $19.9 million decrease in accounts payable and accrued expenses. Several other related working capital components changed significantly due to a cyclical decrease in revenues in 2016, including a $2.5 million decrease in accounts receivable.

Investing Activities

Net cash used in investing activities for 2016 was $9.0 million, primarily due to the purchase of equipment of $9.3 million.

Net cash used in investing activities for 2015 was $72.5 million, primarily due to the acquisition of businesses of $67.0 million and for the purchase of equipment of $5.5 million.

Net cash used in investing activities for the nine months ended September 30, 2017 was $104.8 million, primarily due to business acquisition.

Net cash used in investing activities for the nine months ended September 30, 2016 was $6.4 million, primarily due to purchase of equipment.

Financing Activities

Net cash used in financing activities for 2016 was $19.5 million and was primarily related to a $10.0 million net payment on C1’s revolving credit facility, $2.6 million of principal payments on its first lien term loan, and payment of $5.4 million of costs and charges related to its debt refinancing. An $89.9 million cash distribution to stockholders was paid in 2016, which was funded by proceeds from the October 2016 increase to the first lien term loan.

Net cash provided by financing activities for 2015 was $56.3 million and was primarily related to a $49.8 million increase in C1’s first lien term loan as a result of the $50.0 million of borrowings under its first lien term loan in May 2015 to fund acquisitions, $20.0 million borrowings on the revolver, partially offset by $10.0 million of payments on the revolver and $2.3 million of principal payments on its first lien term loan.

Net cash provided by financing activities for the nine months ended September 30, 2017 was $109.5 million and was primarily related to proceeds, net of discount, from the refinancing of term loans of $510.1 million offset by the repayment of the existing first and second lien term loans of $415.2 million. $26.0 million was also provided by proceeds from the revolving credit agreements, which was partially offset by a $3.4 million payment of extinguishment charges for repayment of the existing loans, a $6.5 million payment of deferred financing costs for the new term loan, a $1.2 million payment of deferred offering costs, and $0.4 million for repurchase of C1’s common stock.

Net cash used in financing activities for the nine months ended September 30, 2016 was $11.8 million, and was primarily due to a net $10.0 million repayment of the revolving credit agreement and a $1.8 million payment on long-term debt.

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Contractual Obligations and Commitments

Contractual obligations are cash that C1 is obligated to pay as part of certain contracts that it has entered during the course of business. Below is a table that shows the projected outlays as of December 31, 2016:


			Payments due by Period:
	Total		< 1 Year		1-3 Years		4-5 Years		> 5 Years
	(in thousands)
First lien term loan ⁽¹⁾	$	324,138	$	3,324	$	6,649	$	314,165	$	—
Interest on first lien term loan ⁽²⁾		71,357		20,927		41,095		9,335		—
Second lien term loan ⁽¹⁾		80,000		—		—		80,000		—
Interest on second lien term loan ⁽²⁾		36,156		8,112		16,222		11,822		—
Operating leases ⁽³⁾		8,624		3,317		4,138		1,125		44

Total	$	520,275	$	35,680	$	68,104	$	416,447	$	44

(1)

Includes future principal on long-term borrowings through scheduled maturity dates.

(2)

Interest payments for the first lien term loan and second lien term loan were calculated using interest rates as of December 31, 2016. Excluded from these amounts are the amortization of debt issuance and other costs related to indebtedness.

(3)

Includes the minimum lease payments for non-cancelable operating leases used in C1’s operations. Excluded from these amounts are applicable taxes, insurance, and common area maintenance charges which it is obligated to pay per the terms of its lease agreements.

Off-Balance Sheet Arrangements

During 2015 and 2016 and the nine months ended September 30, 2017, C1 did not have any relationships with any entities or financial partnerships, such as structured finance or special purpose entities established for the purpose of facilitating off-balance sheet arrangements or other purposes.

Seasonality

C1’s results are affected by the budget cycles of its client base which generally result in stronger sales in the second half of the year. C1 believes this variability is largely due to its clients’ and technology partners’ fiscal year ends, as well as budgetary and spending patterns of its clients. As a result of C1’s historically higher portion of sales in the second half of each year, its cost of revenue and commission expense increase during such periods relative to any increase in revenue. The increased cost of revenue and commission expense, and other impacts of seasonality, may affect profitability in a given quarter.

Qualitative and Quantitative Disclosures About Market Risk

Interest Rate Risk

Interest rates are highly sensitive to many factors, including U.S. fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond C1’s control. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. C1 is exposed to market risk from changes in interest rates on debt, which bears interest at variable rates. C1’s debt has floating interest rates. C1 is exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates for its floating rate debt. C1’s floating rate debt requires payments based on variable interest rates such as the federal funds rate, prime rate, eurocurrency rate, and LIBOR. Therefore, increases in interest rates may reduce C1’s net income or loss by increasing the cost of debt. As of September 30, 2017, C1 had $530.0 million of total debt subject to variable interest rates. Based on the amount outstanding as of September 30, 2017, if the interest rate on C1’s borrowings were to increase by 50 or 100 basis points over a twelve month period, C1’s annual interest cost on borrowings subject to variable interest rates would increase or decrease by $2.6 million or $5.3 million, respectively.

Critical Accounting Policies and Estimates

C1’s management’s discussion and analysis of financial condition and results of operations is based on its consolidated financial statements which have been prepared in accordance with accounting principles generally

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accepted in the United States of America. In preparing its financial statements, C1 makes estimates, assumptions, and judgments that can have a significant impact on its reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on its balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on C1’s results and the value of its assets cannot be determined with certainty, and are made based on its historical experience and on other assumptions that C1 believes to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and C1 may periodically be faced with uncertainties, the outcomes of which are not within its control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

The critical accounting estimates, assumptions, and judgments that C1 believes have the most significant impact on its consolidated financial statements are described below.

Revenue Recognition

Products, installation, and maintenance services are typically sold as a bundled arrangement containing multiple deliverables of new and/or refurbished hardware, software, and professional services associated with installing, maintaining, and managing the business communications systems. Revenue from multiple-element arrangements is allocated to the various elements based on the relative selling price of the elements, and each element is considered a separate accounting unit, with recognition of revenue based on the criteria met for the individual element of the multiple-element arrangement. When available, C1 uses vendor-specific objective evidence (VSOE) to determine the selling price of a unit of accounting. If VSOE does not exist, C1 uses third-party evidence of the selling price for similar products and services. For units of accounting in which there is no VSOE or third-party evidence of selling price, C1 uses the best estimate of selling price using a cost plus margin approach.

Technology Offerings Revenue

Revenue for hardware and software. C1 sells communication products, which consist of hardware and essential software. C1 does not provide post-contract customer support for software or incur software development costs. The software and hardware are necessary to deliver the essential functionality of the communication products. Revenue from the sale of hardware and software products is generally recognized on a gross basis with the sales price to the customer recorded as revenue and the acquisition cost of the product recorded as cost of revenue, net of certain partner funding. Revenue is recognized when the title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, the sales price is fixed and determinable, and collectability is reasonably assured. Hardware and software items can be delivered to customers in a variety of ways including as physical products shipped from its warehouses, via drop-shipment by the vendor or distributor, or via electronic delivery for software licenses.

C1 maintains an estimate for sales returns and credit losses based on historical experience. C1’s technology partners typically provide warranties to its customers on equipment sold.

Services Revenue

Revenue for Professional Services . C1 recognizes revenue from professional services, which includes the design, configuration, installation, and integration of business communication and data systems, as the services are performed and all obligations have been substantially met.

Revenue for Managed, Cloud, and Maintenance Services . C1 recognizes revenue for managed services, which are for agreements of one year or greater for more than one service offering, on a straight-line basis over the term of the arrangement, which is consistent with the timing of services rendered. C1 incurs external costs associated with professional and managed services, primarily related to purchasing maintenance support contracts with third party manufacturers and software licenses, which are generally prepaid. These costs,

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associated with maintenance contracts where C1 has an obligation to perform services, are incurred specifically to assist C1 in rendering services to customers and are recorded as deferred customer support contract costs at the time the costs are incurred. The costs are amortized to expense as a cost of revenue—services on a straight-line basis over the period during which C1 fulfills its performance obligation.

C1 considers the principal versus agent accounting guidance to determine if C1 is the primary obligor in the arrangement and if revenue should be recognized gross or net of the associated costs. Applying the principal versus agent accounting guidance is a matter of judgment based on consideration of several factors and indicators.

Revenue from the sale of third-party retail maintenance contracts is recognized net of the related cost of revenue. In third-party retail maintenance contracts, all services are provided by third-party providers and as a result C1 concluded that C1 is acting as an agent and are not considered the primary obligor. As C1 is under no obligation to perform additional services, revenue is recognized at the time of sale.

Revenue from the sale of third-party wholesale maintenance contracts is recognized on a gross basis at the time of sale with the selling price to the client recorded as revenue and the acquisition cost recorded as cost of revenue. Based upon the evaluation of indicators for net and gross reporting, C1 concluded that C1 is acting as a principal in these contracts.

Impairment of Assets

Finite-life intangible assets include customer relationships, trademarks, noncompetition agreements, and internally developed software. These intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows.

C1 reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the asset or asset group is considered to be impaired, an impairment loss would be recorded to adjust the carrying amounts to the estimated fair value. Management has determined that no impairment of long-lived assets exists, and accordingly, no adjustments to the carrying amounts of C1’s long-lived assets has been made for the periods presented.

Goodwill

C1 records goodwill when the purchase price of a business acquisition exceeds the fair value of net tangible and identifiable intangible assets acquired in a business acquisition. Goodwill is assessed for impairment annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. C1 has determined that C1 operates its business in one operating segment and one reporting unit and have selected October 1 as the date to perform its annual impairment test.

C1 performs either a qualitative or quantitative assessment to determine if the fair value of its reporting unit exceeds the carrying value. The qualitative goodwill impairment assessment requires evaluating factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As part of its goodwill qualitative assessment process, C1 evaluates various factors that are specific to the reporting unit that include, but are not limited to, macroeconomic conditions, industry and market considerations, and our overall financial performance.

When performing the quantitative assessment to calculate the fair value of a reporting unit, C1 considers both comparative market multiples as well as estimated discounted cash flows for the reporting unit. The significant estimates and assumptions include, but are not limited to, revenue growth rates, operating margins, and future economic and market conditions. The discount rates are based upon the reporting unit’s weighted-average cost of capital. If an impairment is identified, the second step is to measure the impairment loss by comparing the implied fair value of goodwill with the carrying value of the goodwill for the reporting unit.

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C1 performed its annual test in 2016 using a qualitative assessment and determined that it was not more likely than not that the fair value of its reporting unit was less than the carrying amount. Therefore, C1 did not complete a quantitative analysis and concluded that there was no goodwill impairment during any of the periods presented. C1 believes the qualitative factors considered in the impairment analysis are reasonable, however, significant changes in any one of its assumptions could produce a different result and result in impairment charges that could be material to its consolidated financial statements.

Stock-based Compensation

C1 measures and recognizes stock-based compensation expense for all stock-based awards made to employees and directors based on the fair value of the awards as of the date they were each granted and the corresponding expense is recognized over the requisite service period of the awards, both for stock options and restricted stock grants. C1 measures and recognizes stock-based compensation expense for all stock-based awards to non-employees based on the fair value of the award, which is re-measured at the end of each reporting period until vested, and the corresponding expense is recognized over the requisite service period.

C1 uses the Black-Scholes option pricing model to determine the fair value of stock-based awards. The model utilizes the value of its common stock as well as assumptions regarding the award’s expected life, risk-free interest rate, expected volatility of the underlying stock, and expected dividends. The specific assumptions C1 uses include the following:

Fair value of its common stock —this has historically been determined by management primarily using periodic valuation studies obtained from a third-party valuation firm. In performing its valuation analysis, the valuation firm uses information provided by management and a number of assumptions based on market and economic conditions.

Expected term —C1 estimates the expected term using the simplified method due to the lack of historical data regarding the expected life of the awards. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award.

Risk-free interest rate —C1 uses interest rates based on U.S. Treasury yields in effect at the time of grant over the expected term of the award.

Expected volatility —C1 uses the average of the historical volatility of public companies in industries similar to ours.

Dividends —C1 has historically not paid dividends.

C1 uses judgment in evaluating the factors used in the Black-Scholes pricing model. As a result, if factors change, stock-based compensation expense could be significantly different in the future.

Stock-based compensation expense is classified as sales and marketing expense or general and administrative expense consistent with other compensation expense associated with the award recipient. C1 has not capitalized stock-based employee compensation cost or recognized any tax benefits related to these costs.

Partner Funding

C1 receives payments and credits from vendors for various programs, including rebates, volume incentive programs, and shared marketing expense programs. Each program varies in length and has varying conditions or achievement targets that determine the amount of consideration C1 is eligible to receive. C1 estimates and recognize the amount of vendor consideration earned when it is probable and reasonably estimable using the information available or historical data. Changes in estimates of the consideration earned could have a material effect on results of operations and cash flows. C1 recognizes vendor consideration as a reduction of either cost of revenue for rebates and volume incentives or operating expenses for shared marketing expenses or marketing development fund programs based on the nature of the consideration earned.

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Business Combinations

C1 accounts for business combinations and acquisitions using the acquisition method. The acquisition method requires that the total purchase price of the acquired entity be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The assets acquired include the analysis and recognition of intangible assets such as customer relationships, trade names, developed technology, and contractual rights and the liabilities assumed include contractual commitments and contingencies. Any premium paid over the fair value of the net assets and liabilities acquired is recorded as goodwill in connection with a business combination. The results of operations for an acquired entity are included in the consolidated financial statements from the date of acquisition.

Recent Accounting Pronouncements

On January 1, 2016, C1 adopted Accounting Standards Update, or ASU, 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which had been issued by the Financial Accounting Standards Board, or FASB, in September 2015. The ASU eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on net income (loss) of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. See Note 2 to C1’s consolidated financial statements for discussion of the impacts of this adoption.

On January 1, 2016, C1 adopted ASU 2015-03, Interest—Imputation of Interest (subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which had been issued by the FASB in April 2015. This new standard required that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The impact of this adoption included reclassification of the deferred financing costs (net of amortization) from other assets to a reduction in the associated debt account of $7,614,000 at December 31, 2015.

During 2016, C1 adopted ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which had been issued by the FASB in November 2015. The ASU requires entities to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. C1 adopted the provisions of ASU 2015-17 retrospectively in the fourth quarter of 2016. Upon adoption, $1.7 million of deferred tax assets previously classified as a component of current assets in the consolidated balance sheet as of December 31, 2015 have been reclassified as a component of long-term deferred tax liabilities. The adoption of ASU 2015-17 did not have an impact on C1’s results of operations or cash flows.

On December 31, 2016, C1 adopted ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which had been issued by the FASB in August 2014. The ASU sets forth guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provide related footnote disclosures. This standard defines the term “substantial doubt,” requires management to perform an evaluation every reporting period and provides principles for considering the mitigating effects of management’s plans. The adoption of this guidance did not have any impact on C1’s consolidated financial statements.

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where a registrant cannot reasonably estimate the impact of the adoption, then additional qualitative disclosures should be considered. The ASU incorporates these SEC staff views into ASC 250 and adds references to that guidance in the transition paragraphs of ASU 2014-09 and ASU 2016-02, which are defined below. C1 believes disclosures below regarding the impact of recently issued accounting standards to be adopted in a future period are aligned with the guidance in the ASU.

On January 1, 2017, C1 adopted ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which restricts the valuation of inventory to the lower of cost or net realizable value, which is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. The adoption of ASU 2015-11 did not have did not have a material impact on C1’s consolidated financial statements.

On January I, 2017, C1 adopted ASU 2016-09, Compensation—Stock Compensatio n (Topic 718): Improvements to Employee Share-Based Payment Accounting, which provides areas for simplification in the accounting for share-based payment transactions. Areas included for simplification include, but are not limited to, accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures and minimum statutory withholding. The adoption of ASU 2016-09 did not have a material impact on C1’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which outlines a single, comprehensive model for accounting for revenue from contracts with customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU 2014-09 by one year, making it effective for annual reporting periods beginning after December 15, 2018 and interim periods within that fiscal year, with early adoption permitted.

The FASB has issued the following additional ASUs to amend the guidance in ASU 2014-09, all of which have effective dates concurrent with the effective date of ASU 2014-09:

(1)

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies the implementation guidance on principal versus agent considerations within the new revenue recognition standard.

(2)

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) : Identifying Performance Obligations and Licensing , which enhances the guidance around identifying performance obligations in customer contracts within the new revenue recognition standard.

(3)

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-scope Improvements and Practical Expedients , which provides additional guidance around certain areas of the new revenue recognition standard. These areas include, but are not limited to, assessing the collectability criterion, presentation of sales taxes and accounting for noncash consideration.

(4)

In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which provides additional guidance around narrow areas of the new revenue recognition standard. These areas include, but are not limited to, contract costs and modifications and remaining performance obligations.

C1 does not intend to early adopt the new revenue recognition guidance and therefore all of the ASUs noted above will be effective for C1 for the year ending December 31, 2019. C1 expects to begin evaluating the effect

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of the revenue recognition ASUs during the second quarter of 2018. The evaluation will include selecting a transition method for these revenue recognition ASUs and determining the effect that the updated standards will have on C1’s historical and future consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which changes the accounting for leases in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The standard has an effective date for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. C1 does not currently intend to early adopt the new leasing guidance and therefore ASU 2016-02 will be effective for C1 the year ending December 31, 2020. C1 has not yet begun to evaluate the effect of the new guidance on C1’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Receipts and Cash Payments , to address diversity in practice regarding the presentation of eight specific cash flow situations. These situations include, but are not limited to, debt prepayment and debt extinguishment costs and contingent consideration payments made after a business combination. The standard has an effective date for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. C1 is currently evaluating the impact that the standard will have on C1’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , to clarify the definition of a business and add guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard has an effective date for annual periods beginning after December 15, 2018, and interim periods within those annual periods, with early adoption permitted. C1 is currently evaluating the impact that the standard will have on C1’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The guidance in this ASU requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; not to exceed the carrying amount of goodwill allocated to that reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2021, with early adoption permitted after January 1, 2017. The new guidance should be applied prospectively. C1 is currently evaluating the impact that the standard will have on its consolidated financial statements and expects to early adopt ASU 2017-04 in 2017.

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies that modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) change as a result of the changes in terms or conditions. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted. The amendments in this standard should be applied prospectively to an award modified on or after the adoption date. C1 is currently evaluating the impact that the standard will have on the consolidated financial statements, but does not believe this update will have a significant impact.

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DESCRIPTION OF SECURITIES OF FORUM

The following summary of the material terms of the Forum’s securities following the Business Combination is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read the proposed Amended Charter in its entirety for a complete description of the rights and preferences of Forum’s securities following the Business Combination. The proposed Amended Charter is described in “ The Post-Merger Charter Amendment Proposal ,” and the full text of the proposed Amended Charter is attached as Annex C to this proxy statement/prospectus.

General

Pursuant to its amended and restated certificate of incorporation, we are authorized to issue 40,000,000 shares of Class A Common Stock, 5,000,000 shares of Class F Common Stock and 1,000,000 shares of preferred stock, par value $0.0001. As of the date of this proxy statement/prospectus, 18,045,000 shares of Class A Common Stock and 4,312,500 shares of Class F Common Stock are outstanding. No shares of preferred stock are currently outstanding. The following description summarizes the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you.

Units

Each unit consists of one share of Class A Common Stock, one Right and one-half of one Warrant. Each Right entities the holder thereof to receive one-tenth (1/10) of one share of Common Stock on the consummation of an initial business combination. Each whole Warrant entitles the holder to purchase one share of Class A Common Stock. Pursuant to the warrant agreement, a warrantholder may exercise his, her or its Warrants only for a whole number of shares of Common Stock. This means that only a whole Warrant may be exercised at any given time by a warrantholder. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole Warrant.

The shares of Class A Common Stock, Rights and Warrants began trading separately on May 2, 2017.

Common Stock

Our stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our initial business combination, the Sponsor, as well as all of our officers and directors, have agreed to vote their respective shares of Common Stock owned by them (including any shares purchased in the Forum IPO or the open market) and the shares of Class A Common Stock underlying the Placement Units in favor of the proposed business combination.

We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if a vote is held to approve a business combination, a majority of the outstanding shares of Common Stock voted are voted in favor of the business combination.

Our board of directors is divided into two classes, each of which will generally serve for a term of two years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.

Pursuant to our amended and restated certificate of incorporation, if we do not consummate an initial business combination by April 12, 2019, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. If we are forced to liquidate prior to an initial business combination, our public stockholders are entitled to share ratably in the Trust Account, based on the amount then held in the Trust Account, and any assets remaining available for distribution to them. Our Sponsor and our officers and directors have agreed to waive their rights to participate in any liquidation distribution occurring upon our failure to consummate an initial business combination with respect to the Class F Common Stock. Our sponsor, officers

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and directors will therefore not participate in any liquidation distribution with respect to such shares. They will, however, participate in any liquidation distribution with respect to any shares of Class A Common Stock acquired in connection with or following the Forum IPO but not with respect to any shares of Class A Common Stock underlying the Placement Units.

Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of Common Stock, except that public stockholders have the right to sell their shares to us in a tender offer or have their shares of Class A Common Stock converted to cash equal to their pro rata share of the Trust Account if they vote on a business combination, including the Business Combination and such business combination is completed. Public stockholders who sell or convert their stock into their share of the Trust Account still have the right to convert the Rights and exercise the Warrants that they received as part of the Units.

Founders Shares

The holders of the Founders Shares have agreed (i) that the Founders Shares are subject to certain transfer restrictions, as described in more detail below and (ii) (A) to waive their redemption rights with respect to the Founders Shares and Public Shares in connection with the completion of our business combination, including the Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to the Founders Shares, the shares of Class A Common Stock underlying the Placement Units, the Placement Rights and the Placement Warrants if we fail to complete our business combination by April 12, 2019, although the Sponsor, as our initial stockholder (or any of our executive officers, directors or affiliates) will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares acquired if we fail to complete our initial business combination before April 12, 2019. The Founders Shares are automatically convertible into shares of Class A Common Stock at the time of our initial business combination, including the Business Combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. If we submit our business combination to our public stockholders for a vote, our initial stockholder has agreed to vote its Founders Shares, the shares of Class A Common Stock underlying its Placement Units and any Public Shares purchased during or after the Forum IPO in favor of our initial business combination, concluding the Business Combination, and our executive officers and directors have also agreed to vote any Public Shares purchased during or after the Forum IPO in favor of our initial business combination, including the Business Combination.

The shares of Class F Common Stock will automatically convert into shares of Class A Common Stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Forum IPO and related to the closing of a business combination, including the Business Combination, the ratio at which shares of Class F Common Stock shall convert into shares of Class A Common Stock will be adjusted so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class F Common Stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of Common Stock outstanding upon completion of the business combination (not including the shares of Class A Common Stock underlying the Placement Units or the Representative Shares) plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination or pursuant to Units (and their underlying securities) issued to our Sponsor upon conversion of working capital loans, after taking into account any shares of Class A Common Stock redeemed in connection with the business combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A Common Stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.

Subject to certain limited exceptions, 50% of their Founders Shares will not be transferred, assigned or sold until the earlier of (i) one year after the date of the consummation of our initial business combination or (ii) the

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date on which the closing price of our Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period and the remaining 50% of the Founders Shares will not be transferred, assigned or sold until one year after the date of the consummation of our initial business combination.

Preferred Stock

There are no shares of preferred stock outstanding. Our amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. However, the underwriting agreement for the Forum IPO prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the Trust Account, or which votes as a class with the Common Stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Rights

Each holder of a Right will receive one-tenth (1/10) of one share of Common Stock upon consummation of our initial business combination, even if the holder of such Right redeemed all shares of Common Stock held by it in connection with the initial business combination. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares upon consummation of an initial business combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the Forum IPO. If we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the Common Stock will receive in the transaction on an as-converted into Common Stock basis, and each holder of a Right will be required to affirmatively convert its Rights in order to receive the 1/10 share underlying each Right (without paying any additional consideration) upon consummation of the business combination. More specifically, the right holder will be required to indicate its election to convert the Rights into underlying shares as well as to return the original Rights certificates to us.

If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the Trust Account, holders of Rights will not receive any such funds with respect to their Rights, nor will they receive any distribution from our assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless.

As soon as practicable upon the consummation of our initial business combination, we will direct registered holders of the Rights to return their Rights to our Rights agent. Upon receipt of the Rights, the Rights agent will issue to the registered holder of such Rights the number of full shares of Common Stock to which it is entitled. We will notify registered holders of the Rights to deliver their Rights to the Rights agent promptly upon consummation of such business combination and have been informed by the Rights agent that the process of exchanging their Rights for shares of Common Stock should take no more than a matter of days. The foregoing exchange of Rights is solely ministerial in nature and is not intended to provide us with any means of avoiding our obligation to issue the shares underlying the Rights upon consummation of our initial business combination. Other than confirming that the Rights delivered by a registered holder are valid, we will have no ability to avoid delivery of the shares underlying the Rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the Rights upon consummation of an initial business combination. Additionally, in no event will we be required to net cash settle the rights. Accordingly, the Rights may expire worthless.

The shares issuable upon exchange of the Rights will be freely tradable (except to the extent held by affiliates of ours). We will not issue fractional shares upon exchange of the rights. If, upon exchange of the

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rights, a holder would be entitled to receive a fractional interest in a share, we will, upon exchange, either round up to the nearest whole number the number of shares to be issued to the Rightholder or otherwise comply with Section 155 of the Delaware General Corporation Law (which provides that Delaware companies shall either (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share). We will make the determination of how we are treating fractional shares at the time of our initial business combination and will include such determination in the proxy materials we will send to stockholders for their consideration of such initial business combination.

Warrants

There are 8,936,250 Warrants outstanding. Each whole Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 30 days after the completion of an initial business combination, including the Business Combination or April 12, 2018. Pursuant to the Warrant agreement, a Warrantholder may exercise his, her or its Warrants only for a whole number of shares of Common Stock. This means that only a whole Warrant may be exercised at any given time by a Warrantholder. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole Warrant. No Warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of Class A Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of our initial business combination, Warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of Class A Common Stock for the 5 trading days ending on the trading day prior to the date of exercise. The Warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Placement Warrants underlying the Placement Units, as well as any Warrants underlying the Units we issue to our Sponsor, officers, directors or their affiliates in payment of working capital loans made to us, will be identical to the Warrants underlying the Units being offered in the Forum IPO except that such Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by our Sponsor or their affiliates. The Placement Units and their underlying securities may not be sold or transferred until 30 days after we have completed a business combination.

We may call the Warrants for redemption (excluding the Placement Warrants and any Warrants underlying Units issued to our Sponsor, officers or directors in payment of working capital loans made to us but including any outstanding Warrants issued upon exercise of the UPO issued to EBC and/or its designees), in whole and not in part, at a price of $0.01 per Warrant,

•

at any time during the exercise period,

•

upon not less than 30 days’ prior written notice of redemption to each Warrant holder,

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•

if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Warrant holders; and

•

if, and only if, there is a current registration statement in effect with respect to the shares of Class A Common Stock underlying such Warrants.

The right to exercise will be forfeited unless the Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a Warrant will have no further rights except to receive the redemption price for such holder’s Warrant upon surrender of such Warrant.

The redemption criteria for our Warrants have been established at a price which is intended to provide Warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the Warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the Warrants.

If we call the Warrants for redemption as described above, our management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of Class A Common Stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants.

The Warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding Warrants in order to make any change that adversely affects the interests of the registered holders.

The exercise price and number of shares of Class A Common Stock issuable on exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuances of shares of Class A Common Stock at a price below their respective exercise prices.

The Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the Warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The Warrant holders do not have the rights or privileges of holders of shares of Class A Common Stock and any voting rights until they exercise their Warrants and receive shares of Class A Common Stock. After the issuance of shares of Class A Common Stock upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Under the terms of the warrant agreement, we have agreed to use our best efforts to have declared effective a prospectus relating to the shares of Class A Common Stock issuable upon exercise of the Warrants and keep such prospectus current until the expiration of the Warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the shares of Class A Common Stock issuable upon exercise of the Warrants, holders will be unable to exercise their Warrants for cash and we will not be required to net cash settle or cash settle the Warrant exercise.

Warrant holders may elect to be subject to a restriction on the exercise of their Warrants such that an electing Warrant holder would not be able to exercise their Warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of Common Stock outstanding.

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No fractional shares will be issued upon exercise of the Warrants. If, by reason of any adjustment made pursuant to the warrant agreement, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of Class A Common Stock to be issued to the Warrant holder.

Representative Shares

We issued to EBC (and/or its designees) 172,500 shares in connection with the Forum IPO. EBC (and/or its designees) has agreed not to transfer, assign or sell any such shares without our prior consent until the completion of our initial business combination. In addition, EBC (and/or its designees) has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of our initial business combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete our initial business combination by April 12, 2019.

Purchase Option

We have sold to EBC (and/or its designees), for $100, a UPO to purchase up to a total of 1,125,000 units exercisable at $10.00 per unit in connection with the Forum IPO. Since the option is not exercisable until the earliest of the closing of our initial business combination and the Rights will entitle the holders to receive one-tenth of a share at that time, the option will effectively represent the Right to purchase up to 1,237,500 shares of Class A Common Stock (which includes the 112,500 shares which will be issued for the Rights included in the Units) and 562,500 Warrants to purchase 562,500 shares of Class A Common Stock at $11.50 per share for an aggregate maximum amount of $6,468,750.

The UPO may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of April 6, 2018 (the first anniversary of the effective date of the registration statement filed in connection with the Forum IPO) and the closing of our initial business combination, including the Business Combination and terminating on April 6, 2022 (the fifth anniversary of the effective date of the registration statement filed in connection with the Forum IPO). Notwithstanding anything to the contrary, neither the UPO nor the Rights or Warrants underlying the UPO are exercisable after April 6, 2022. The UPO grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from April 6, 2017 (the effective date of the registration statement filed in connection with the Forum IPO) with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the UPO. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the holders themselves. The exercise price and number of Units issuable upon exercise of the UPO may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the UPO will not be adjusted for issuances of Common Stock at a price below its exercise price. We will have no obligation to net cash settle the exercise of the UPO or the Rights or Warrants underlying the UPO. The holder of the UPO will not be entitled to exercise the UPO or the Rights or Warrants underlying the UPO unless a registration statement covering the securities underlying the UPO is effective or an exemption from registration is available. If the holder is unable to exercise the UPO or underlying Rights or Warrants, the UPO, Rights or Warrants, as applicable, will expire worthless.

Dividends

We have not paid any cash dividends on our shares of Common Stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. While the Combined Entity intends to pay quarterly cash dividends following the consummation of the Business Combination, such dividends will be dependent upon compliance with debt covenants, the Combined Entity’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any dividends subsequent to our initial business combination, including the Business Combination, will be within the discretion of our then board of directors.

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Placement Units

The Placement Units (including the Placement Warrants or Common Stock issuable underlying the Placement Rights or upon exercise of the Placement Warrants) will not be transferable, assignable or salable until after the completion of our initial business combination, including the Business Combination (except, among other limited exceptions as described under “Beneficial Ownership of Securities,” to our officers and directors and other persons or entities affiliated with our Sponsor) and they will not be redeemable by us so long as they are held by members of our Sponsor or their permitted transferees. Otherwise, the Placement Units have terms and provisions that are identical the Units sold in the Forum IPO except the Warrants included in the Placement Units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by holders other than the holders who purchased Placement Units or their permitted transferees, the Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Warrants included in the Units sold in the Forum IPO. The price of the Placement Units was determined in negotiations between our Sponsor and EBC, the underwriter for the Forum IPO, with reference to the prices paid by initial stockholders for such Rights and Warrants in special purpose acquisition companies, which recently consummated their initial public offerings prior to the IPO.

Our Transfer Agent, Rights Agent and Warrant Agent

The transfer agent for our securities, rights agent for our Rights and warrant agent for our Warrants is Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004.

Listing of our Securities

Our Units, Class A Common Stock, Rights and Warrants are listed on Nasdaq under the symbols “FMCIU,” “FMCI,” “FMCIR” and “FMCIW,” respectively.

Amended and Restated Certificate of Incorporation

The Charter contains certain requirements and restrictions that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the majority of holders of our Common Stock. Our Sponsor, who will collectively beneficially own 20% of Forum Common Stock will participate in any vote to amend Forum’s amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, Forum’s amended and restated certificate of incorporation provides, among other things, that:

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if we are unable to complete our initial business combination within 24 months from the closing of the Forum IPO, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;

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prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination;

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although we do not intend to enter into a business combination with a target business that is affiliated with our Sponsor, directors or officers, we are not prohibited from doing so, provided that a majority of our disinterested directors approve such business combination. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire that such a business combination is fair to Forum from a financial point of view;

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if a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our Public Shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;

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our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination; and

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if our stockholders approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our business combination within 24 months from the closing of the Forum IPO, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.

In addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of our initial business combination.

Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws

Staggered Board of Directors

Our amended and restated certificate of incorporation provides that our board of directors is classified into two classes of directors of approximately equal size. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings. Furthermore, because our board is classified, directors may be removed only with cause by a majority of our outstanding shares.

Special Meeting of Stockholders

Our bylaws provide that Special Meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the 90 ^th day nor earlier than the

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open of business on the 120 ^th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Authorized but Unissued Shares

Our authorized but unissued Common Stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Forum Selection

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits our company by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Section 203 of the Delaware General Corporation Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

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a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);

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an affiliate of an interested stockholder; or

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an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

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our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

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after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of Common Stock; or

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on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

Limitation on Liability and Indemnification of Directors and Officers

Our amended and restated certificate of incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future be

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amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification. We will purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Securities Eligible for Future Sale

Rule 144

Pursuant to Rule 144, a person who has beneficially owned restricted shares of our Common Stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares of our Class A Common Stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

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1% of the total number of shares of Class A Common Stock then outstanding; or

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the average weekly reported trading volume of the Class A Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

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the issuer of the securities that was formerly a shell company has ceased to be a shell company;

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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

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the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

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at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As of the Record Date, we had shares of Class A Common Stock outstanding. Of these shares, the 17,250,000 shares sold in the Forum IPO are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the 4,312,500 Founders Shares owned by our Sponsor and 622,500 shares sold as part of the Placement Units in a private placement consummated simultaneously with the Forum IPO (including Units issued in connection with the underwriters’ exercise of their over-allotment option) are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

As of the date of this proxy statement/prospectus, there are 8,936,250 Warrants outstanding, consisting of 8,625,000 Public Warrants originally sold as part of Units in the Forum IPO and 311,250 Placement Warrants sold as part of the Placement Units in the private placement consummated simultaneously with the Forum IPO. Each whole Warrant is exercisable for one share of Class A Common Stock, in accordance with the terms of the warrant agreement governing the warrants. 8,625,000 of these Warrants are Public Warrants and are freely tradable.

Registration Rights

The holders of our Founders Shares, as well as the holders of the Placement Units (and their underlying securities), any Units our Sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), and any of the 172,500 shares of Class A Common Stock we have issued to EBC (and/or its designees) upon the consummation of the Forum IPO, are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands that we register such securities. Notwithstanding anything herein to the contrary, EBC and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on April 6, 2017, the effective date of the registration statement filed with the SEC for the Forum IPO. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. The holders of a majority of the Placement Units or Units issued to our Sponsor, officers, directors or their affiliates in payment of working capital loans made to us (in each case, including the underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination, including the Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. Notwithstanding anything herein to the contrary, EBC and/or its designees may participate in a “piggy-back” registration during the seven year period beginning on the effective date of the registration statement filed with the SEC for the Forum IPO. We will bear the expenses incurred in connection with the filing of any such registration statements.

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DESCRIPTION OF SECURITIES AFTER THE BUSINESS COMBINATION

Authorized and Outstanding Stock

The proposed Amended Charter authorizes the issuance of 1,010,000,000 shares, consisting of 1,000,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value. As of the Record Date, there were shares of Forum Common Stock outstanding, of which are Class A Common Stock and 4,312,500 are Class F Common Stock. No shares of preferred stock are currently outstanding.

Common Stock

The proposed Amended Charter, which Forum will adopt if the Post-Merger Charter Amendment Proposal is approved, provides that the Class A Common Stock will have identical rights, powers, preferences and privileges.

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of Class A Common Stock possess all voting power for the election of the Combined Entity’s directors and all other matters requiring stockholder action. Holders of Class A Common Stock are entitled to one vote per share on matters to be voted on by stockholders.

Dividends

Holders of Class A Common Stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Combined Entity’s board of directors in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically.

Liquidation, Dissolution and Winding Up

In the event of the Combined Entity’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the Class A Common Stock will be entitled to receive an equal amount per share of all of the Combined Entity’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied.

Preemptive or Other Rights

There are no sinking fund provisions applicable to the Class A Common Stock.

Warrants

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initial business combination, Warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of Class A Common Stock for the 5 trading days ending on the trading day prior to the date of exercise. The Warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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at any time during the exercise period,

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upon not less than 30 days’ prior written notice of redemption to each Warrant holder,

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if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Warrant holders; and

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if, and only if, there is a current registration statement in effect with respect to the shares of Class A Common Stock underlying such Warrants.

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Purchase Option

In connection with the Forum IPO, Forum sold to EBC (and/or its designees), for $100, a UPO to purchase up to a total of 1,125,000 Units exercisable at $10.00 per Unit. Since the option is not exercisable until the earliest on the closing of an initial business combination and the Rights will entitle the holders to receive one-tenth of a share at that time, the option will effectively represent the Right to purchase up to 1,237,500 shares of Class A Common Stock (which includes the 112,500 shares which will be issued for the Rights included in the Units) and 562,500 Warrants to purchase 562,500 shares of Class A Common Stock at $11.50 per share for an aggregate maximum amount of $6,468,750.

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registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the UPO. The Combined Entity will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the holders themselves. The exercise price and number of Units issuable upon exercise of the UPO may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the UPO will not be adjusted for issuances of common stock at a price below its exercise price. The Combined Entity will have no obligation to net cash settle the exercise of the UPO or the Rights or Warrants underlying the UPO. The holder of the UPO will not be entitled to exercise the UPO or the Rights or Warrants underlying the UPO unless a registration statement covering the securities underlying the UPO is effective or an exemption from registration is available. If the holder is unable to exercise the UPO or underlying Rights or Warrants, the UPO, Rights or Warrants, as applicable, will expire worthless.

Registration Rights

Following the Business Combination, certain C1 Equityholders and the Sponsor will hold registration rights with respect to shares of Common Stock issued as merger consideration under the Merger Agreement, including any Earnout Stock Payments, as well as shares of Common Stock held by the Sponsor or issuable upon the exercise of warrants by the Sponsor. Stockholders holding a majority-in-interest of such registrable securities will be entitled to make a written demand for registration under the Securities Act of all or part of their registrable securities. Subject to certain exceptions, such stockholders will also have certain “piggy-back” registration rights with respect to registration statements filed by the Combined Entity, as well additional rights to provide for registration of registrable securities on Form S-3 and any similar short-form registration statement that may be available at such time.

In addition, EBC will have certain demand registration rights; provided, however, that, EBC and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on April 6, 2017, the effective date of the registration statement filed with the SEC for the Forum IPO. EBC will also have certain “piggy-back” registration rights; provided, however, that EBC and/or its designees may only participate in a “piggy-back” registration during the seven year period beginning on the effective date of the registration statement filed with the SEC for the Forum IPO.

The Combined Entity will bear the expenses incurred in connection with the filing of any such registration statements described above.

Anti-Takeover Provisions

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Among other things, the Amended Charter and amended and restated bylaws will:

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permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change of control;

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provide that the authorized number of directors may be changed only by resolution of our board of directors;

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provide that, subject to the rights of any series of preferred stock to elect directors, directors may be removed with or without cause, by the holders of at least a majority of our then-outstanding shares of capital stock entitled to vote generally at an election of directors for so long as a fund managed by Clearlake Capital Group, L.P., which, together with its affiliates and related persons, we refer to as Clearlake, holds at least a majority of our then-outstanding shares of capital stock entitled to vote generally at an election of directors, or otherwise with cause by the holders of at least 66 2/3% of all of our then-outstanding shares of the capital stock entitled to vote generally at an election of directors;

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provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

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provide that any action to be taken by our stockholders may be taken by written consent or electronic transmission pursuant to Section 228 of the Delaware General Corporation Law, so long as Clearlake holds a majority of our then-outstanding capital stock entitled to vote generally at an election of directors;

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provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice;

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provide that Special Meetings of our stockholders may be called by the chairperson of our board of directors, our chief executive officer, by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors or, for so long as Clearlake holds a majority of our then-outstanding capital stock entitled to vote generally at an election of directors, one or more stockholders that in the aggregate represent a majority of the total votes entitled to be cast at the meeting;

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provide that our board of directors will be divided into three classes of directors, with the classes to be as nearly equal as possible, and with the directors serving three-year terms (see the section titled “ Management After the Business Combination ”), therefore making it more difficult for stockholders to change the composition of our board of directors; and

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not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose.

For so long as Clearlake holds at least a majority of our then-outstanding capital stock entitled to vote generally at an election of directors, the amendment of any of these provisions would require approval of the holders of at least a majority of all of our then-outstanding capital stock entitled to vote generally in the election of directors; otherwise, the amendment of any of these provisions would require approval by the holders of at least 66 2/3% of all of our then-outstanding capital stock entitled to vote generally in the election of directors.

The combination of these provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock.

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Delaware Anti-Takeover Law

We will opt out of Section 203 of the Delaware General Corporation Law. However, our amended and restated certificate of incorporation will contain similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

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prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

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the interested stockholder owned at least 85% of our voting stock outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

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on or subsequent to the consummation of the transaction, the business combination is approved by our board of directors and authorized at an annual or Special Meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with its affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of our outstanding voting stock. These provisions may encourage companies interested in acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Our amended and restated certificate of incorporation will provide that Clearlake and its affiliates and any of their direct or indirect transferees and any group as to which such persons are a party do not constitute “interested stockholders” for purposes of this provision.

Choice of Forum

The Combined Entity’s amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the Delaware General Corporation Law; (iv) any action regarding our amended and restated certificate of incorporation or our amended and restated bylaws; or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Our amended and restated certificate of incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

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COMPARISON OF STOCKHOLDER RIGHTS

Both Forum and C1 are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are currently, and will continue to be, governed by the Delaware General Corporation Law, or the DGCL. If the merger is completed, C1 stockholders will become stockholders of Forum, and their rights will be governed by the DGCL, the certificate of incorporation and bylaws of Forum and, assuming Forum the Post-Merger Charter Amendment Proposal is approved by the Forum stockholders at the Forum special meeting, the amendments to the certificate of incorporation of Forum attached to this proxy statement/prospectus/information statement as Annex C respectively.

The table below summarizes the material differences between the current rights of C1 stockholders under the C1 certificate of incorporation and bylaws and the rights of Forum stockholders, post-merger, under the Forum certificate of incorporation and bylaws, each as amended, as applicable, and as in effect immediately following the merger.

While Forum and C1 believe that the summary tables cover the material differences between the rights of their respective stockholders prior to the merger and the rights of Forum stockholders following the merger, these summary tables may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus/information statement and the other documents referred to in this proxy statement/prospectus/information statement for a more complete understanding of the differences between being a stockholder of Forum or C1 before the merger and being a stockholder of Forum after the merger. Forum has filed copies of its current certificate of incorporation and bylaws as Exhibits 3.1 and 3.2 to the registration statement of which this proxy statement/prospectus/information statement forms a part and will send copies of the documents referred to in this proxy statement/prospectus/information statement to you upon your request. C1 will also send copies of its organizational documents referred to in this proxy statement/prospectus/information statement to you upon your request. See the section titled “ Where You Can Find More Information ” in this proxy statement/prospectus/information statement.

Current C1 Rights Versus Forum Rights Post-Merger


Provision	C1 (Pre-Merger)	Forum (Post-Merger)
Elections; Voting; Procedural Matters

Authorized Capital Stock	The certificate of incorporation of C1 authorizes the issuance of up to 122,000,000 shares of common stock, par value $0.0001 per share, consisting of (i) up to 106,000,000 shares of Class A Common Stock, $0.0001 par value per share, and (ii) up to 16,000,000 shares of Class B Common Stock, $0.0001 par value per share.	The certificate of incorporation of Forum, authorizes the issuance of up to 1,010,000,000 shares of capital stock, of which (a) up to 1,000,000,000 shares are Common Stock, par value $0.0001 per share, and (b) up to 10,000,000 shares are preferred stock, par value $0.0001 per share. There are not, nor will there be immediately following the closing of the Business Combination, any shares of preferred stock of Forum issued or outstanding.

Appointment of Directors	The certificate of incorporation of C1 provides that the holders of a majority of Class A Common Stock, voting as a single class, are entitled to elect all members of the board of directors.	Neither the certificate of incorporation nor the bylaws of Forum entitled a class of stock to elect one or more directors.

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Provision	C1 (Pre-Merger)	Forum (Post-Merger)

Removal of Directors	C1’s certificate of incorporation provides that the holders of a majority of Class A Common Stock are entitled to remove from office the directors. Any director may be removed without cause only by the vote of the holders of stock entitled to elect such director.	Forum’s certificate of incorporation provides that (i) for so long as Clearlake holds at least a majority of Forum’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, Clearlake will be able to remove any director, with or without cause, and (ii) otherwise directors may be removed with cause by the holders of at least 66 2/3% of all of the then-outstanding shares of the capital stock entitled to vote generally at an election of directors.

Special Meeting of the Stockholders	The bylaws of C1 provide that special meetings of stockholders may be called at any time by the chairperson of the board of directors, the chief executive officer, the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors, or the holders of shares of C1 that are entitled to cast not less than 15% of the total number of votes entitled to be cast at such meeting.	The bylaws of Forum provide that special meetings of the stockholders may be called by the chairperson of the board of directors, the chief executive officer, the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors or, for so long as Clearlake holds a majority of the then-outstanding capital stock entitled to vote generally at an election of directors, one or more stockholders that in the aggregate represent a majority of the total votes entitled to be cast at the meeting.

Vacancies	The certificate of incorporation of C1 provides that any vacancy on the board of directors may be filled by a majority of the directors then in office; provided, that where the vacancy occurs among the directors elected by the holders of a class of stock, the holders of such class of stock may override the board of director’s action to fill such vacancy.	The certificate of incorporation of Forum provides that all vacancies, including newly created directorships, may, except as otherwise required by law or approved by the board of directors, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

Voting Agreement	The Stockholders Agreement dated June 17, 2014, or the Stockholders Agreement, provides that the stockholders of C1 agree to vote all of their shares of C1 capital stock in favor of the directors designated by Clearlake Capital Partners III (Master), L.P., or Clearlake and not vote such shares to elect any other director. Pursuant to the certificate of incorporation of C1, each holder of shares of Class A Common Stock shall

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Provision	C1 (Pre-Merger)	Forum (Post-Merger)
	be entitled to one vote for each share of Class A Common Stock, and holders of Class B Common Stock shall have no right to vote their shares of Class B Common Stock except as required by law. The Stockholders Agreement will be terminated upon the consummation of the merger.

Drag Along	Under the Stockholders Agreement, if the board of directors approves a sale of all or substantially all of the company’s assets or a merger or consolidation that results in a change of control, each stockholder party to the Stockholders Agreement is required to vote in favor of, and otherwise facilitate, such transaction or sell their shares, as applicable. The drag along rights in the Stockholders’ Agreement will be terminated upon the consummation of the merger.

Registration Rights	The Stockholders Agreement provides that holders of its Class A Common Stock have certain registration rights, including the right to (i) demand that C1 file a registration statement, so called “demand” registration rights any time after 180 days after the effective date of the first registration statement for a firm commitment underwritten public offering of the Class A Common Stock, (ii) request that their shares be covered by a registration statement that C1 is otherwise filing (other than an initial public offering), so-called “piggyback” registration rights, or (iii) demand that C1 effect a registration on Form S-3. The registration rights in the Stockholders’ Agreement will be terminated upon the consummation of the merger.

Stockholder Action by Written Consent	The certificate of incorporation of C1 does not impose any limitation on the actions by written consent of its stockholders under the DGCL.	Forum’s certificate of incorporation provides that any action to be taken by the stockholders may be taken by written consent or electronic

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Provision	C1 (Pre-Merger)	Forum (Post-Merger)
		transmission pursuant to Section 228 of the Delaware General Corporation Law only so long as Clearlake holds a majority of the then-outstanding capital stock entitled to vote generally at an election of directors.

Conversion Rights, Preferences and Protective Provisions	The certificate of incorporation of C1 provides that the outstanding shares of Class B Common Stock will be automatically converted into shares of Class A Common Stock immediately upon the closing of a firm commitment underwritten public offering approved by the board of directors. In addition, the holders of shares of Class A Common Stock have certain liquidation rights in respect of such shares. The liquidation rights are triggered in the event of any liquidation, winding up or dissolution of the company, whether voluntary or involuntary, or any “Change in Control Transaction” (unless otherwise waived by a majority of the Class A Common Stock).	Forum’s certificate of incorporation does not include any conversion rights, liquidation preferences or protective provisions.

Right of First Refusal	The Stockholders Agreement requires C1 to offer to each stockholder of C1 holding at least 400,000 shares of Class A Common Stock, or a Major Investor, the right to purchase such stockholder’s pro rata portion of new securities issued by the company (subject to standard exclusions). C1’s bylaws provide that no stockholder may transfer shares of C1’s capital stock without first giving the company a right of first refusal with respect to such transfer The Stockholders Agreement provides that certain holders of C1 common stock wishing to transfer any shares of C1 common stock must first provide C1 and then Clearlake with the opportunity to purchase such shares. The right of first refusal under the Stockholders Agreement will be terminated upon consummation of the merger.	The bylaws of Forum do not provide Forum with a right of first refusal on transfers of its capital stock.

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Provision	C1 (Pre-Merger)	Forum (Post-Merger)
	Under the Stockholders Agreement following the expiration of any right of first refusal described under “Right of First Refusal” above, if any stockholder proposes to transfer shares of capital stock of C1, then any holder of the same class of stock proposed to be transferred has the right to participate in the sale. The tag along rights under the Stockholders Agreement will be terminated upon consummation of the merger.

Forum Selection	Neither the certificate of incorporation nor bylaws of C1 include a forum selection provision.	Forum’s certificate of incorporation provides that the (i) federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act and (ii) unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for derivative actions, actions asserting a breach of fiduciary duties, any action arising under Delaware law, or any action regarding the internal affairs doctrine.
Dividends

Declaration and Payment of Dividends	The certificate of incorporation of C1 provides that to the extent any dividends are declared by the board of directors, they shall be paid to the holders of Class A Common Stock first, until the Class A Common Stock unreturned capital is paid in full, and thereafter to the holders of Class A Common Stock and Class B Common Stock equally.	The certificate of incorporation of Forum does not include dividend provisions.
Amendments to Certificate of Incorporation or Bylaws

General Provisions	C1 may amend its certificate of incorporation in the manner prescribed by statute. C1 may amend its bylaws with the approval of the board of directors or the holders of a majority of the voting	Forum’s certificate of incorporation can only be amended with the approval of the holders of a majority of all of Forum’s then-outstanding capital stock entitled to vote generally in the election of directors so long as Clearlake holds at least a majority of Forum’s then-

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Provision

C1 (Pre-Merger)

Forum (Post-Merger)

power entitled to vote generally for the election of directors.

outstanding shares of capital stock entitled to vote generally at an election of directors; otherwise such amendments require the approval of the holders of at least 66 ² ⁄ ₃ % of all of Forum’s then-outstanding capital stock entitled to vote generally in the election of directors.

Forum’s bylaws provide that (i) the board of directors is empowered to amend or repeal the bylaws with the approval of a majority of the authorized number of directors, and (ii) the stockholders may amend or repeal the bylaws of the Company with (a) the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class during as long as Clearlake holds a majority of Forum’s capital stock or (b) the affirmative vote of the holders of at least 66 ² ⁄ ₃ % of the voting power of all of the then-outstanding shares of the capital stock entitled to vote generally in the election of directors, voting together as a single class.

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DESCRIPTION OF INDEBTEDNESS OF C1

References in this section to “ConvergeOne” refers to C1 and its subsidiaries.

The following section summarizes the terms of ConvergeOne’s material principal indebtedness.

June 2017 Credit Facilities

Senior Secured Term Loan

On June 20, 2017, ConvergeOne’s subsidiary, ConvergeOne Holdings Corp., or Holdings, and its subsidiary, and direct corporate parent of Holdings, C1 Intermediate Corp., or Intermediate, entered into a Term Loan Agreement, or the Term Loan Agreement, with JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent. The Term Loan Agreement provides for senior secured term loans in an original aggregate principal amount of $430 million, or the Term Loans. A portion of the proceeds of the Term Loans were used to repay the June 2014 Credit Facilities described below and to pay debt issuance costs. The remaining proceeds will be used for working capital needs and general corporate purposes.

Principal installments in the amount of $1,075,000 (or $1,412,875.94 including the principal installments due on the incremental term loans referenced below) are due on the last business day of each quarter, with the remaining outstanding principal amount to be paid on its maturity date of June 20, 2024.

The Term Loan Agreement contains a number of significant restrictive covenants. Such restrictive covenants, among other things, restrict, subject to certain exceptions, ConvergeOne’s and its restricted subsidiaries’ ability to (i) incur additional indebtedness and make guarantees, (ii) create liens on assets, (iii) pay dividends and distributions or repurchase its capital stock, (iv) make investments, loans and advances, including acquisitions, (v) engage in mergers, consolidations, dissolutions or similar transactions, (vi) sell or otherwise dispose of assets, including sale and leaseback transactions, (vii) engage in certain transactions with affiliates, (viii) enter into certain restrictive agreements, (ix) make changes in the nature of its business, fiscal year and organizational documents, (x) make prepayments or amend the terms of certain junior debt and (xi) enter into certain hedging arrangements. The Term Loan Agreement also contains certain customary representations and warranties, affirmative covenants and events of default, including the occurrence of a Change of Control, as defined in the Term Loan Agreement. If an event of default occurs, the lenders under the Term Loan Agreement will be entitled to take various actions, including the acceleration of amounts due under the Term Loan Agreement and actions permitted to be taken by a secured creditor.

The Term Loan Agreement requires ConvergeOne to prepay outstanding Term Loans, subject to certain exceptions, with (i) commencing with the year ending December 31, 2018, 75% of “excess cash flow” (which percentage steps down to 50% and 0% when ConvergeOne obtains certain consolidated total net leverage ratios), (ii) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property and (iii) 100% of the net cash proceeds of any incurrence of debt, other than debt permitted to be incurred or issued under the Term Loan Agreement. ConvergeOne is permitted to voluntarily repay outstanding Term Loans at any time without premium or penalty, unless such payment is made prior to June 20, 2018 in connection with a repricing transaction as described in the Term Loan Agreement, in which case ConvergeOne is required to pay a premium of 1% of the Term Loans so prepaid.

The Term Loans bear interest at 3.75% above the alternate base rate or 4.75% above the Eurodollar rate, as described in the Term Loan Agreement. Interest on the Eurodollar rate Term Loans is payable on the last day of

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the Interest Period, as defined in the Term Loan Agreement, and interest on alternate base rate Term Loans is payable on the last day of each quarter. Borrowings under the Term Loans had an interest rate of 6.09% at September 30, 2017.

On July 28, 2017, Holdings borrowed an additional $75,000,000 of term loans under an incremental amendment to the Term Loan Agreement, which loans are part of the same class of, and on the same terms as, the initial Term Loans. Proceeds from the incremental amendment were used for the Annese & Associates, Inc. acquisition, discussed in Note 2 of the financial statements, and will be used for other acquisitions and general corporate purposes.

On October 25, 2017, Holdings borrowed an additional $60,000,000 of term loans under an incremental amendment to the Term Loan Agreement, which loans are part of the same class of, and on the same terms as, the initial Term Loans. Proceeds from the incremental amendment will be used to repay acquisition indebtedness related to the SPS acquisition and will be used for general corporate purposes.

Senior Secured Revolving Loan Facility

On June 20, 2017, Holdings and Intermediate entered into a Revolving Loan Credit Agreement, or the Revolver Agreement, with Wells Fargo Commercial Distribution Finance, LLC, or Wells Fargo, as the administrative agent and collateral agent and as Floorplan Funding Agent. The Revolver Agreement provides a senior secured revolving loan facility of $150 million aggregate principal amount of revolving loans and amends and restates the existing floorplan agreement with Wells Fargo in order to extend credit in the form of a floorplan subfacility. The Revolver Agreement matures on June 20, 2022.

The obligations under the Revolver Agreement are unconditionally and irrevocably guaranteed by Intermediate and certain restricted subsidiaries of Holdings. The obligations under the Revolver Agreement are secured by a first priority lien on ConvergeOne’s receivable accounts, inventory, and deposit and securities accounts, and a second priority lien on substantially all of its other assets. The aggregate principal amount of the revolving loans and floorplan advances is limited to a Borrowing Base as defined by the Revolver Agreement, reduced by outstanding letters of credit. Mandatory prepayments are required in the event that the sum of the outstanding principal amount of the revolving loans, letters of credit and floorplan advances exceeds the lesser of (i) the aggregate revolving commitments of $150 million or (ii) the Borrowing Base, in an amount equal to the excess.

The Revolver Agreement contains a number of significant restrictive covenants. Such restrictive covenants, among other things, restrict, subject to certain exceptions, ConvergeOne’s and its restricted subsidiaries’ ability to (i) incur additional indebtedness and make guarantees, (ii) create liens on assets, (iii) pay dividends and distributions or repurchase its capital stock, (iv) make investments, loans and advances, including acquisitions, (v) engage in mergers, consolidations, dissolutions or similar transactions, (vi) sell or otherwise dispose of assets, including sale and leaseback transactions, (vii) engage in certain transactions with affiliates, (viii) enter into certain restrictive agreements, (ix) make changes in the nature of its business, fiscal year and organizational documents, (x) make prepayments or amend the terms of certain junior debt and (xi) enter into certain hedging arrangements. The Revolver Agreement also contains certain customary representations and warranties, affirmative covenants and events of default, including the occurrence of a Change of Control, as defined in the Revolver Agreement. If an event of default occurs, the lenders under the Revolver Agreement will be entitled to take various actions, including the acceleration of amounts due under the Revolver Agreement and actions permitted to be taken by a secured creditor.

If the Revolving Exposure, as described in the Revolver Agreement, exceeds the lesser of the revolving loan commitments or the borrowing base, the Revolver Agreement requires ConvergeOne to prepay outstanding Revolving Loans in an aggregate amount equal to such excess. ConvergeOne is permitted to voluntarily repay outstanding Revolving Loans at any time without premium or penalty.

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each case based on availability under the Revolver Agreement. A commitment fee equal to 0.250% or 0.375% per annum (based on availability under the Revolver Agreement) times the average daily unused amount of the available revolving commitments is payable on the last day of each quarter.

June 2014 Credit Facilities

In June 2014, Holdings, Intermediate, and certain subsidiaries of Holdings entered into a First Lien Credit Agreement and a Second Lien Credit Agreement with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, the lenders from time to time party thereto, and certain other parties thereto, each agreement as amended (collectively, the June 2014 Credit Facilities).

On June 20, 2017, concurrent with entering into the Term Loan Agreement and Revolver Agreement, ConvergeOne terminated the June 2014 Credit Facilities.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of Forum as of November 30, 2017 (pre-Business Combination) and, immediately following consummation of the Business Combination, ownership of shares of Forum Common Stock, by:

•

each person known by Forum to be the beneficial owner of more than 5% of Forum Common Stock on November 30, 2017 (pre-Business Combination) or of shares of Forum Common Stock upon the Closing of the Business Combination;

•

each of Forum’s officers and directors;

•

each person who will become an executive officer or director of the Combined Entity upon the Closing of the Business Combination; and

•

all executive officers and directors of the Combined Entity as a group upon the Closing of the Business Combination.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of shares of Forum Common Stock pre-Business Combination is based on 22,357,500 issued and outstanding shares of Forum Common Stock as of the record date consisting of 18,045,000 shares of Class A Common Stock and 4,312,500 Class F Common Stock. The beneficial ownership of shares of Forum Common Stock immediately following consummation of the Business Combination is based on 69,577,720 shares to be outstanding and assumes (i) the automatic conversion of 17,872,500 Rights into approximately 1,787,250 shares of common stock at the closing of the Business Combination, (ii) , but do not take into account (a) any warrants, options other convertible securities issued and outstanding as of the date hereof (see the section entitled “ Description of Securities of Forum ” for a discussion of all Forum’s securities that are currently outstanding), (b) any valuation adjustments to the number of Merger Consideration that will be issued to the C1 Equityholders other than those disclosed in the unaudited pro forma financial statements included in this proxy statement/prospectus, (c) 17,959,375 shares of Class A Common Stock issued to the PIPE Investors. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Forum’s existing stockholders in Forum will be different.

The expected beneficial ownership with respect to the C1 Equityholders following the Business Combination presented below assumes (i) that, . The number of Merger Consideration Shares that will be issued to the C1 Equityholders will be subject to adjustments based on the adjusted equity valuation of C1 as of the Closing.

The expected beneficial ownership of common stock post-Business Combination assuming none of our Public Shares are redeemed has been determined based upon the following: (i) no Forum stockholder has exercised its redemption rights to receive cash from the Trust Account in exchange for its Forum Common Stock and we have not issued any additional common stock and (ii) there will be an aggregate of 69,577,720 shares of common stock issued and outstanding at Closing (after accounting for certain de minimis rounding adjustments that may occur in the allotment of Merger Consideration Shares to the individual C1 Equityholders pursuant to the terms of the Merger Agreement).

The expected beneficial ownership of common stock post-Business Combination assuming 17,500,000 Public Shares have been redeemed has been determined based on the following: (i) Forum stockholders (other than the stockholders listed in the table below) have exercised their redemption rights with respect 17,242,070 Public Shares, and (ii) there will be an aggregate of 69,577,720 shares of common stock issued and outstanding at Closing (after accounting for certain de minimis rounding adjustments that may occur in the allotment of Merger Consideration Shares to the individual C1 Equityholders pursuant to the terms of the Merger Agreement).

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Unless otherwise indicated, Forum believes that all persons named in the table have sole voting and investment power with respect to all Forum Common Stock beneficially owned by them.


	Pre-Business Combination										Successor Post-Business Combination
	Class A Common Stock					Class F Common Stock								Assuming No Redemption				Assuming 100% Redemption
Name and Address of Beneficial Owner ⁽¹⁾	Number of Shares Beneficially Owned		% of Class			Number of Shares Beneficially Owned		% of Class			% of Voting Control			Number of Shares		%		Number of Shares	%
Clearlake Capital Partners III (Master) LP ⁽²⁾		—		—	%		—		—	%		—	%				%			%
Polar Asset Management Partners ⁽³⁾		2,090,000		11.58			—		—			9.35
Forum Investors I, LLC ⁽⁴⁾		622,500		3.45			4,312,500		100	%		22.07			⁽⁶⁾
David Boris ⁽⁶⁾
Stephen A. Vogel ⁽⁶⁾		—		—			—		—
Marshall Kiev ⁽⁶⁾		—		—			—		—
Steven Berns ⁽⁶⁾		—		—			—		—
Neil Goldberg ⁽⁶⁾		—		—			—		—
Richard Katzman ⁽⁶⁾		—		—			—		—
Jerry Elliott ⁽⁶⁾		—		—			—		—
John A. McKenna, Jr ⁽⁷⁾		—		—			—		—
Jeffrey Nachbor ⁽⁸⁾		—		—			—		—
Paul Maier ⁽⁹⁾		—		—			—		—
John F. Lyons ⁽¹⁰⁾		—		—			—		—
Keith W. F. Bradley		—		—			—		—
Behdad Eghbali		—		—			—		—
Jose E. Feliciano		—		—			—		—
Christopher Jurasek		—		—			—		—
Prashant Mehrotra		—		—			—		—
James Pade		—		—			—		—
Timothy J. Pawlenty		—		—			—		—
All directors and executive officers as a group (13 individuals)		—		—			—		—

Less than one percent.

(1)

Unless otherwise indicated, the business address of each of the individuals is c/o Forum Investors I, LLC 135 East 57th Street, 8th Floor, New York, New York 10022.

(2)

Represents shares held by Clearlake Capital Partners III (Master), L.P., a Delaware limited partnership, or CCPIII. CCPIII is managed by Clearlake Capital Management III, L.P., a Delaware limited partnership, or CCMIII. CCMIII’s general partner is Clearlake Capital Group, L.P., whose general partner is CCG Operations, L.L.C., a Delaware limited liability company, or CCG Ops. CCPIII’s general partner is Clearlake Capital Partners III GP, L.P., a Delaware limited partnership, or CCPIII GP. CCPIII GP’s general partner is Clearlake Capital Partners, LLC, a Delaware limited liability company, or CCP. CCP’s managing member is CCG Ops. José E. Feliciano and Behdad Eghbali are managers of CCG Ops and may be deemed to share voting and dispositive power of the shares held of record by CCPIII. The address of Messrs. Feliciano and Eghbali and the entities named in this footnote is c/o Clearlake CapitalGroup, 233 Wilshire Blvd, Suite 800, Santa Monica, CA 90401.

(3)

According to a Schedule 13G filed with the SEC on May 10, 2017, by Polar Asset Management Partners Inc., the business address of Polar Asset Management Partners Inc., is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada. Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, (the “PAMP”) serves as investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) and has sole voting and investment discretion with respect such securities which are held by PMSMF. PAMP disclaims beneficial ownership such securities, except to the extent of PAMP’s pecuniary interest therein.

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(4)

According to a Form 4 filed with the SEC on April 19, 2017, each of Forum’s officers and directors is a member of the Sponsor, either directly or indirectly through the managing member of the Sponsor. Stephen A, Vogel, Marshall Kiev, and David Boris, Forum’s Executive Officers and Directors are the sole members of Forum Capital Management, LLC, the managing member of the Sponsor. Forum Capital Management, LLC has the sole voting and dispositive power of the securities held by the Sponsor. Each member of Forum Capital Management, LLC has one vote, and the approval of two of the three members is required to approve an action of the Sponsor. Under the so-called “rule of three”, if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Therefore, no individual member of the managing member of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he directly holds a pecuniary interest. Accordingly, none of them are deemed to have or share beneficial ownership of such shares.

(5)

Excludes 62,250 shares of Class A common stock to be issued upon the automatic conversion of 622,500 Placement Rights and 622,500 Class A common stock to be issued upon the exercise of 622,500 Placement Units.

(6)

Does not include any shares held by the Sponsor. This individual is a member of our sponsor, either directly or indirectly through the managing member of the Sponsor, as described in footnote (4).

(7)

Includes (i) shares directly held by Mr. McKenna and (ii) shares held by The John Arthur McKenna, Jr. Irrevocable Trust, dated August 27, 2014, of which Mr. McKenna’s wife is the sole trustee.

(8)

Includes shares of Class A common stock to be issued upon the acceleration and vesting in full, and subsequent cancellation of stock options held by Mr. Nachbor upon the Closing of the Business Combination.

(9)

Includes shares of Class A common stock to be issued upon the acceleration and vesting in full, and subsequent cancellation of stock options held by Mr. Maier upon the Closing of the Business Combination.

(10)

Includes shares of Class A common stock to be issued upon the acceleration and vesting in full, and subsequent cancellation of stock options held by Mr. Lyons upon the Closing of the Business Combination.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Forum

Related Person Policy

Forum’s Code of Ethics requires Forum to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by Forum’s board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) Forum or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of Forum Common Stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Forum’s audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent Forum enters into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to Forum than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. Forum also requires each of its directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, Forum has agreed not to consummate an initial business combination with an entity that is affiliated with any of its Sponsor, officers or directors including (i) an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently passive investors, (iii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iv) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them, unless Forum has obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business Forum is seeking to acquire, and the approval of a majority of its disinterested independent directors that the business combination is fair to Forum’s unaffiliated stockholders from a financial point of view.

Founders Shares

On December 28, 2016, Forum issued an aggregate of 3,593,750 Founders Shares for an aggregate purchase price of $25,000. The Founders Shares will automatically convert into Class A Common Stock upon the consummation of a business combination on a one-for-one basis, subject to adjustments. On April 6, 2017, Forum effectuated a 1.2-for-1 stock dividend of its Class F Common Stock resulting in an aggregate of 4,312,500 Founders Shares outstanding.

The 4,312,500 Founders Shares included an aggregate of up to 562,500 shares which were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the Sponsor would own, on an as-converted basis, 20.0% of Forum’s issued and outstanding shares

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after the Forum IPO (excluding the Placement Shares and Representative Shares). As a result of the underwriters’ election to exercise their over-allotment option in full on April 18, 2017, 562,500 Founders Shares were no longer subject to forfeiture.

The Sponsor has agreed that, subject to certain limited exceptions, 50% of its Founders Shares will not be transferred, assigned or sold until one year after the date of the consummation of a business combination or earlier if, subsequent to a business combination, the last sales price of Forum Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a business combination, and the remaining 50% of its Founders Shares will not be transferred, assigned or sold until one year after the date of the consummation of a business combination.

Placement Units

Simultaneously with the Forum IPO, the Sponsor purchased an aggregate of 555,000 Placement Units at a price of $10.00 per Unit, (or an aggregate purchase price of $5,550,000). In addition, on April 18, 2017, Forum consummated the sale of an additional 67,500 Placement Units at a price of $10.00 per Unit, which were purchased by the Sponsor, generating gross proceeds of $675,000. Each Placement Unit consists of one Placement Share, one Placement Right and one-half of one Placement Warrant. The proceeds from the Placement Units were added to the proceeds from the Forum IPO held in the Trust Account. If Forum does not complete a business combination by April 12, 2019, the proceeds of the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Rights and Placement Warrants will expire worthless.

The Placement Units are identical to the Units sold in the Forum IPO except that the Placement Warrants (i) are not redeemable by Forum and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. In addition, the Placement Units and their component securities may not be transferable, assignable or salable until 30 days after the consummation of a business combination, subject to certain limited exceptions.

Related Party Advances

During the nine months ended September 30, 2017, the Sponsor advanced the Company an aggregate of $204,923 for costs associated with the Initial Public Offering and for working capital purposes. The advances are non-interest bearing, unsecured and due on demand. As of September 30, 2017, the Company has repaid $216,452 of such advances. There were $1,962 and $13,491 of advances outstanding as of September 30, 2017 and December 31, 2016, respectively.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on April 7, 2017 through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support. For the three and nine months ended September 30, 2017, the Company incurred $30,000 and $60,000 in fees for these services, respectively, of which $41,137 is included in accounts payable and accrued expenses in the accompanying condensed balance sheet at September 30, 2017.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“ Working Capital Loans ”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into Units at a price of $10.00 per Unit. The Units would be identical to the Placement Units. There were no Working Capital Loans outstanding as of September 30, 2017.

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(i) the Forum Founder Shares that are forfeited at the Closing are released from escrow for disbursement to Forum;

(ii) the Sponsor Earnout Shares will be subject to escrow and lock-up for a period from the Closing until 180 days thereafter (or if earlier, the date on which Forum consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Forum’s stockholders having the right to exchange either equity holdings in Forum for cash, securities or other property); provided that if the volume-weighted average price of Forum Common Shares for 15 trading days is at least $12.50 per share, then 25% of the Sponsor Earnout Shares will be released from escrow and lock-up under the Escrow Agreement (but still subject to the vesting requirements under the Sponsor Earnout Letter); and

(iii) all of the remaining Forum Founder Shares other than the Sponsor Earnout Shares and the shares that are forfeited at the Closing will be released from escrow and no longer be subject to any lock-up restrictions effective as of the Closing.

Post-Business Combination Arrangements

After Forum’s initial business combination, members of its management team who remain with Forum may be paid consulting, management or other fees from the Combined Entity with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to Forum’s stockholders. It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.

Registration Rights

The holders of the Founders Shares issued and outstanding on the date of this proxy statement/prospectus, as well as the holders of the Placement Units (and their underlying securities), any Units the Sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying

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securities), and any of the Representative Shares are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands that we register such securities. Notwithstanding anything herein to the contrary, EBC and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on April 6, 2017 (the effective date of the registration statement filed with the SEC for the Forum IPO). The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Placement Units issued to the Sponsor, officers, directors or their affiliates in payment of working capital loans made to us (in each case, including the underlying securities) can elect to exercise these registration rights at any time after Forum consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. Notwithstanding anything herein to the contrary, EBC and/or its designees may participate in a “piggy-back” registration during the seven year period beginning on April 6, 2017 (the effective date of the registration statement filed with the SEC for the Forum IPO). Forum will bear the expenses incurred in connection with the filing of any such registration statements.

The following is a summary of transactions since January 1, 2016 to which C1 has been a participant, in which:

•

the amount involved exceeded or will exceed $120,000; and

•

any of its directors, executive officers, or holders of more than 5% of its capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described in the section titled “Executive Compensation of C1” or that were approved by its compensation committee.

C1 believes the terms obtained or consideration that it paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable in arm’s-length transactions.

Management and Monitoring Services Agreement

In June 2014, C1 entered into a Management and Monitoring Services Agreement with Clearlake, pursuant to which Clearlake provides advisory services to C1 and receives fees and reimbursements of related out-of-pocket expenses. This agreement is terminable by Clearlake upon 30 days’ notice.

Under this agreement, C1 paid to Clearlake $3.8 million, $1.5 million and $1.5 million in 2014, 2015 and 2016, respectively, for management fees. Also under this agreement, C1 reimbursed Clearlake $200,000 in 2014 and $100,000 in October 2016 for certain out-of-pocket expenses in connection with certain management and administrative support services provided by Clearlake. In connection with the Business Combination, C1 will terminate this agreement upon the Closing. Accordingly, C1 will cease to have any obligation to pay fees thereunder, other than accrued amounts as of the date of termination.

Issuances of Securities

In June 2014, C1 issued 85,675,000 shares of C1 Class A common stock at a purchase price of $1.00 per share to Clearlake Capital Partners III (Master), L.P., an entity affiliated with Clearlake, for an aggregate purchase price of $85.7 million. The following members of C1’s board of directors, Behdad Eghbali, Prashant Mehrotra, and James Pade are a co-founder and managing partner, partner, and principal, respectively, of Clearlake.

In June 2014, C1 issued an aggregate of 4,208,258 shares of C1 Class A common stock and 11,674,430 shares of C1 Class B common stock in exchange for shares of C1 Class A common stock of ConvergeOne

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Holdings Corp. in connection with its acquisition by Clearlake. The following table summarizes shares of common stock issued to C1’s executive officers in connection with such exchange.


Name	Shares of C1 Class A Common Stock		Shares of C1 Class B Common Stock
John A. McKenna, Jr.		1,947,127		5,287,333
Jeffrey Nachbor		488,368		1,163,213
John F. Lyons		698,851		2,114,933
Paul Maier		268,368		1,163,213

All of the shares of C1 Class B common stock issued to C1’s executive officers in such exchange are subject to vesting subject to such executive officer’s continued service to C1. Upon the Closing of the Business Combination all unvested shares will accelerate and vest in full.

Stockholder Rights Agreement

In June 2014, C1 entered into a stockholders agreement with, among others, Clearlake, John A. McKenna, Jr., Jeffrey Nachbor, John F. Lyons, and Paul Maier. Pursuant to this agreement, C1 granted those stockholders rights of first offer on certain stock issuances by C1, rights of first refusal and co-sale, information rights, and required those stockholders to approve a sale transaction if certain conditions were met. Pursuant to this agreement, C1 also granted these stockholders registration rights with respect to their shares of common stock. These provisions of this agreement will automatically terminate upon the closing of the Business Combination.

In addition, under the terms of the stockholders agreement, the stockholders who are party to the stockholders agreement have agreed to vote their respective shares so as to elect as directors all individuals designated by a fund managed by Clearlake. Upon the closing of the merger, C1 expects to amend and restate the stockholders agreement.

Cash Distribution

In October 2016, C1 declared and paid a cash distribution of $89.9 million, or $1.00 per share of Class A common stock then-outstanding. Of such distribution, Clearlake and C1’s executive officers received the following amounts:


Name	Amount of Distribution Received
Clearlake	$	85,675,000
John A. McKenna, Jr. ⁽¹⁾		1,947,127
Jeffrey Nachbor		488,368
John F. Lyons		698,851
Paul Maier		268,368

(1)

Distribution paid to The John Arthur McKenna, Jr. Irrevocable Trust, dated August 27, 2014. Mr. McKenna’s wife is the sole trustee.

Offer Letters

C1 has entered into offer letters with its executive officers. For more information regarding these offer letters, see the section titled “ Executive Compensation—Employment and Change of Control Arrangements .”

Equity Grants

C1 has granted stock options to the non-employee members of its board of directors. For a description of these stock options, see the section titled “ Management—Non-Employee Director Compensation .”

Loans

In September 2017, C1 loaned Christopher Jurasek $1.8 million pursuant to a series of promissory notes each with an interest rate of 2.6% per annum, in connection with Mr. Jurasek’s exercise of a stock option to

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purchase 530,772 shares of C1 common stock. Mr. Jurasek will repay such loan amount prior to the Closing of the Business Combination.

Indemnification Agreements

The Combined Entity’s amended and restated certificate of incorporation will contain provisions limiting the liability of directors, and its amended and restated bylaws will provide that it will indemnify the directors and executive officers to the fullest extent permitted under Delaware law. The Combined Entity’s amended and restated certificate of incorporation and bylaws will also provide the board of directors with discretion to indemnify the other officers, employees, and agents when determined appropriate by the board of directors. In addition, the Combined Entity will enter into an indemnification agreement with each of its directors and executive officers, which requires it to indemnify them. For more information regarding these agreements, see the section titled “ Executive Compensation—Limitation on Liability and Indemnification of Directors and Officers .”

Related Party Transaction Policy

Although C1 has not had a written policy for the review and approval of transactions with related persons, its board of directors has historically reviewed and approved any transaction where a director or officer had a financial interest, including the transactions described above. Prior to approving such a transaction, the material facts as to a director or officer’s relationship or interest in the agreement or transaction were disclosed to the board of directors. ConvergeOne’s board of directors took this information into account when evaluating the transaction and in determining whether such transaction was fair to the company and in the best interest of all its stockholders.

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PRICE RANGE AND DIVIDENDS OF SECURITIES

Forum

Price Range of Forum Securities

Forum Units, Class A Common Stock, Rights and Warrants are currently listed on the Nasdaq Capital Market under the symbols “FMCIU”, “FMCI”, “FMCIR” and “FMCIW”, respectively. The Units commenced public trading on April 7, 2017. The Class A Common Stock, Rights and Warrants each commenced separate public trading on May 2, 2017.

The table below sets forth, for the calendar quarter indicated, the high and low bid prices of the Units, Class A Common Stock, Rights and Warrants as reported on the Nasdaq for the period April 7, 2017 through November 30, 2017.


	Units (FMCIU)				Forum Class A Common Stock (FMCI)				Warrants (FMCIW)				Rights (FMCIR)
	High		Low		High		Low		High		Low		High		Low
2017
Second Quarter ⁽¹⁾	$	10.40	$	10.00	$	10.19	$	9.6499	$	0.61	$	0.210	$	0.600	$	0.33
Third Quarter	$	10.31	$	10.10	$	9.785	$	9.50	$	0.4799	$	0.3003	$	0.46	$	0.24
Fourth Quarter (through November 30, 2017)	$	10.45	$	10.15	$	9.77	$	9.67	$	0.42	$	0.28	$	0.39	$	0.28

(1)

The high and low trade prices per share of the Units for the Second Quarter of 2017 covers the period starting April 7, 2017 through June 30, 2017. The high and low trade prices per share of the Class A Common Stock, Warrants and Rights for the Second Quarter of 2017 covers the period starting May 2, 2017 through June 30, 2017.

Holders of Forum

As of the Record Date, there were holders of record of Forum Common Stock, holders of record of Rights and holders of record of Warrants.

Dividend Policy of Forum

Forum has not paid any cash dividends on its common stock to date and do not intend to pay cash dividends prior to the completion of its initial business combination. The payment of cash dividends in the future will be dependent upon Forum’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of its initial business combination. The payment of any cash dividends subsequent to Forum’s initial business combination will be within the discretion of its board of directors at such time. In addition, Forum’s board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, subject to its obligations with respect to the PIPE Investors pursuant to the Subscription Agreement in connection with the PIPE Investment. Further, if Forum incurs any indebtedness in connection with its business combination, its ability to declare dividends may be limited by restrictive covenants Forum may agree to in connection therewith.

Price Range of C1 Securities

Historical market price information regarding C1 is not provided because there is no public market for C1 securities. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of C1—Liquidity and Capital Resources .”

Holders of C1

As of the date of this proxy statement/prospectus, there were nine holders of C1 Class A common stock and 18 holders of C1 Class B common stock.

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Dividend Policy of C1

In October 2016, C1 declared and paid a cash distribution on C1 Class A common stock in the amount of $90 million. C1 has not declared or paid any other cash distribution or dividend on its capital stock.

Dividend Policy of the Company Following the Business Combination

Following the consummation of the Business Combination, the Combined Entity’s board of directors will adopt a stated dividend policy pursuant to which it will use its commercially reasonable efforts to declare and pay a dividend in such amount as to provide an annual dividend yield to its stockholders of at least one percent (1%), subject to the determination by the Combined Entity’s board of directors (i) that such dividend payment is permitted by applicable law, (ii) that the Combined Entity and its subsidiaries, on a consolidated basis, have a sufficient amount of unrestricted cash to make such dividend payment and still satisfy their respective existing liabilities and have sufficient reserves for future contingencies or future needs of their business, and (iii) the Combined Entity is in compliance with the terms of its current credit facilities and any future indebtedness.

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APPRAISAL RIGHTS

Forum’s stockholders do not have appraisal rights in connection with the Business Combination under Delaware law.

C1’s stockholders will have appraisal rights in connection with the Business Combination under Delaware law. No C1 stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the Delaware General Corporate Law (“ DGCL ”) (a “ Dissenting Stockholder ”) with respect to its C1 Stock (such shares, “ Dissenting Shares ”) will be entitled to receive any portion of the Total Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder will have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder will be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. C1 will give Forum and the Forum Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by C1 relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. C1 will not, except with the prior written consent of Forum and the Forum Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, the Dissenting Stockholders will have no rights to any portion of the Total Consideration with respect to any Dissenting Shares.

LEGAL MATTERS

Certain legal matters relating to the validity of the Class A Common Stock to be issued hereunder will be passed upon for Forum by Ellenoff Grossman & Schole LLP, New York, New York.

INDEPENDENT AUDITORS

The audited financial statements of Forum Merger Corporation for the period from November 17, 2016 (inception) to December 31, 2016 included in this proxy statement/prospectus have been so included in reliance on a report of Marcum LLP, an independent registered public accounting firm, appearing elsewhere herein and are included in reliance on such report given upon such firm as experts in auditing and accounting.

The consolidated financial statements of C1 Investment Corp. as of December 31, 2015 and December 31, 2016, and for the years then ended included in this proxy statement/prospectus have been audited by RSM US LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

TRANSFER AGENT AND REGISTRAR

The transfer agent for Forum’s securities is Continental Stock Transfer & Trust Company.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, Forum and servicers that it employs to deliver communications to Forum’s stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement/prospectus. Upon written or oral request, Forum will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of this proxy statement/prospectus may likewise request that Forum deliver single copies of Forum’s proxy statement in the future. Stockholders may notify Forum of their requests by calling or writing Forum at its principal executive offices at c/o Forum Investors I, LLC, 135 East 57th Street, 8th Floor, New York, New York.

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SUBMISSION OF STOCKHOLDER PROPOSALS

Forum’s board of directors is aware of no other matter that may be brought before the Special Meeting. Under Delaware law, only business that is specified in the notice of Special Meeting to stockholders may be transacted at the Special Meeting.

FUTURE STOCKHOLDER PROPOSALS

If the Business Combination is completed, you will be entitled to attend and participate in the Combined Entity’s annual meetings of shareholders. If we hold a 2018 annual meeting of shareholders, we will provide notice of or otherwise publicly disclose the date on which the 2018 annual meeting will be held. If the 2018 annual meeting of shareholders is held, shareholder proposals will be eligible for consideration by the directors for inclusion in the proxy statement for the Company’s 2018 annual meeting of shareholders in accordance with Rule 14a-8 under the Exchange Act.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Forum’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document Forum files with the SEC at the SEC public reference room located at 100 F Street, N.E., Room 1580 Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Special Meeting, you should contact Forum by telephone or in writing:

David Boris

Co-Chief Executive Officer

Forum Merger Corporation

c/o Forum Investors I, LLC

135 East 57th Street, 8th Floor,

New York, New York

Tel: (212) 739-7860

You may also obtain these documents by requesting them in writing or by telephone from Forum’s proxy solicitation agent at the following address and telephone number:

If you are a stockholder of Forum and would like to request documents, please do so by , 2018, in order to receive them before the Special Meeting. If you request any documents from Forum, Forum will mail them to you by first class mail, or another equally prompt means.

All information contained or incorporated by reference in this proxy statement/prospectus relating to Forum has been supplied by Forum, and all such information relating to C1 has been supplied by C1. Information provided by either Forum or C1 does not constitute any representation, estimate or projection of any other party.

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This document is a proxy statement/prospectus of Forum for the Special Meeting. Forum has not authorized anyone to give any information or make any representation about the Business Combination, Forum or C1 that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus, unless the information specifically indicates that another date applies.

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INDEX TO FINANCIAL STATEMENTS


	Page Number
*Audited Financial Statements of Forum Merger Corporation*
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet		F-3
Statement of Operations		F-4
Statement of Changes in Shareholder’s Equity		F-5
Statement of Cash Flows		F-6
Notes to Financial Statements		F-7-F-17

*Unaudited Condensed Interim Financial Statements of Forum Merger Corporation*
Unaudited Condensed Balance Sheets as of September 30, 2017 and December 31, 2016		F-18
Unaudited Condensed Statement of Operations for the Three Months Ended September 30, 2017 and Nine Months Ended September 30, 2017		F-19
Unaudited Condensed Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2017		F-20
Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2017		F-21
Unaudited Notes to Condensed Financial Statements		F-22

Consolidated Financial Statements of Converge One
Report of Independent Registered Public Accounting Firm		F-35
Consolidated Balance Sheets as of December 31, 2015 and 2016 and September 30, 2017		F-36
Consolidated Statements of Income for the years ended December 31, 2015 and 2016 and the Nine Months Ended September 30, 2016 and 2017		F-37
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2015 and 2016 and the Nine Months Ended September 30, 2017		F-38
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2016 and the Nine Months Ended September 30, 2016 and 2017		F-39

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder

of Forum Merger Corporation

We have audited the accompanying balance sheet of Forum Merger Corporation (the “Company”) as of December 31, 2016, and the related statements of operations, changes in shareholder’s equity and cash flows for the period from November 17, 2016 (inception) to December 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Forum Merger Corporation, as of December 31, 2016, and the results of its operations and its cash flows for the period from November 17, 2016 (inception) to December 31, 2016 then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no present revenue, its business plan is dependent on the completion of a financing and the Company’s cash and working capital as of December 31, 2016 are not sufficient to complete its planned activities for the upcoming year. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Notes 1 and 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Marcum LLP

Marcum LLP

New York, NY

April 7, 2017

F-2

FORUM MERGER CORPORATION

BALANCE SHEET

December 31, 2016


ASSETS
Current asset—cash	$	25,000
Deferred offering costs		13,491
Total Assets	$	38,491

LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable	$	2,092
Advances from related parties		13,491
Total Liabilities		15,583
Commitments

Stockholder’s Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding		—
Class A Common stock, $0.0001 par value; 30,000,000 shares authorized; none issued and outstanding		—
Class F Common stock, $0.0001 par value; 5,000,000 shares authorized; 4,312,500 shares issued and outstanding ⁽¹⁾		431
Additional paid-in capital		24,569
Accumulated deficit		(2,092)
Total Stockholder’s Equity		22,908
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	38,491

(1)	Includes an aggregate of 562,500 shares held by the initial stockholder that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (Note 7).

The accompanying notes are an integral part of the financial statements.

F-3

FORUM MERGER CORPORATION

STATEMENT OF OPERATIONS

For the period from November 17, 2016 (inception) through December 31, 2016


Formation and operating costs	$	2,092
Net Loss	$	(2,092	)
Weighted average shares outstanding, basic and diluted ⁽¹⁾		3,750,000
Basic and diluted net loss per common share	$	(0.00	)

(1)	Excludes an aggregate of 562,500 shares held by the initial stockholder that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (Note 7).

The accompanying notes are an integral part of the financial statements.

F-4

FORUM MERGER CORPORATION

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY


	Common Stock ⁽¹⁾				Additional Paid-in Capital		Accumulated Deficit			Total Stockholder’s Equity
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholder’s Equity
Balance—November 17, 2016 (inception)		—	$	—	$	—	$	—		$	—
Issuance of common stock to initial stockholder ⁽¹⁾		4,312,500		431		24,569		—			25,000
Net loss		—		—		—		(2,092	)		(2,092	)
Balance—December 31, 2016		4,312,500	$	431	$	24,569	$	(2,092	)	$	22,908

(1)	Includes an aggregate of 562,500 shares held by the initial stockholder that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (Note 7).

The accompanying notes are an integral part of the financial statements.

F-5

FORUM MERGER CORPORATION

STATEMENTS OF CASH FLOWS

For the Period from November 17, 2016 (inception) through December 31, 2016


Cash Flows from Operating Activities:
Net loss	$	(2,092	)
Changes in operating assets and liabilities:
Accounts payable		2,092
Net cash used in operating activities		—

Cash Flows from Financing Activities:
Proceeds from issuance of common stock to initial stockholder		25,000
Advances from related parties		13,491
Payment of offering costs		(13,491	)
Net cash provided by financing activities		25,000
Net Change in Cash		25,000
Cash—Beginning		—
Cash—Ending	$	25,000

The accompanying notes are an integral part of the financial statements.

F-6

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Forum Merger Corporation (the “Company”), is a newly organized blank check company incorporated in Delaware on November 17, 2016. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that the Company has not yet identified (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the United States.

At December 31, 2016, the Company had not yet commenced operations. All activity through December 31, 2016 relates to the Company’s formation and the Proposed Offering (as defined below), which is described below. The Company has selected December 31 as its fiscal year end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 15,000,000 units at $10.00 per unit (or 17,250,000 units if the underwriters’ over-allotment option is exercised in full) (“Units”), which is discussed in Note 3 (the “Proposed Offering”) and the sale of 555,000 Units (or 622,500 units if the underwriters’ over-allotment option is exercised in full) (the “Founders Units”) at a price of $10.00 per Unit in a private placement to Forum Investors I, LLC (the “Sponsor” or “Initial Stockholder”), that will close simultaneously with the Proposed Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and Founders Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.10 per Unit sold in the Proposed Offering and the proceeds from the sale of the Founders Units will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below, except that interest earned on the Trust Account can be released to pay the Company’s income tax obligations.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their shares included in the Units sold in the Proposed Offering (the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The common stock subject to redemption will be recorded at a redemption value and

F-7

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholder has agreed to vote its Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares held by it in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the Class A common stock sold in the Proposed Offering.

The Company will have until 24 months from the closing of the Proposed Offering to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

The Initial Stockholder has agreed to (i) waive its conversion rights with respect to its Founder Shares, Placement Shares and Public Shares in connection with the consummation of a Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares and Placement Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. However, the Initial Stockholder will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.10 per Unit in the Proposed Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the

F-8

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

At December 31, 2016, the Company had $25,000 in cash and working capital of $9,417. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Proposed Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

F-9

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2016.

Deferred offering costs

Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2016, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

F-10

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

The provision for income taxes was deemed to be immaterial for the period ended December 31, 2016.

Net loss per common share

The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture by the Initial Stockholder. Weighted average shares were reduced for the effect of an aggregate of 562,500 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). At December 31, 2016, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2016, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Subsequent events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

3—PROPOSED OFFERING

In the Proposed Offering, the Company will offer for sale 15,000,000 units, (or 17,250,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one share of Class A common stock, one right (“Public Right”) and one-half of one warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of one share of Class A common stock upon consummation of a Business Combination (see Note 7). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 (see Note 7).

4—PRIVATE PLACEMENT

In connection with the Proposed Offering, the Sponsor has committed to purchase an aggregate of 555,000 Founders Units (or 622,500 Founders Units if the underwriters’ over-allotment option is exercised in full), at

F-11

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

$10.00 per Placement Unit ($5,550,000 in the aggregate, or $6,225,000 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the consummation of the Proposed

Offering. Each Placement Unit will consist of one share of Class A common stock (“Placement Share”), one right (“Placement Right”) and one-half of one warrant (each, a “Placement Warrant”) to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Founders Units will be added to the proceeds from the Proposed Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Founders Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Rights and Placement Warrants will expire worthless.

The Founders Units are identical to the Units to be sold in the Proposed Offering except that the Placement Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. In addition, the Founders Units and their component securities may not be transferable, assignable or salable until 30 days after the consummation of a Business Combination, subject to certain limited exceptions.

5—RELATED PARTY TRANSACTIONS

Founder Shares

On December 28, 2016, the Company issued an aggregate of 3,593,750 shares of Class F common stock to the Sponsor (“Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. On April 6, 2017, the Company authorized a 1.2-for-1 stock dividend of its Class F common stock resulting in an aggregate of 4,312,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the stock dividend. The 4,312,500 Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by the Initial Stockholder to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholder will own, on an as-converted basis, 22.1% of the Company’s issued and outstanding shares after the Proposed Offering.

The Initial Stockholder has agreed that, subject to certain limited exceptions, 50% of its Founder Shares will not be transferred, assigned or sold until one year after the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the last sales price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, and the remaining 50% of its Founder Shares will not be transferred, assigned or sold until one year after the date of the consummation of a Business Combination.

Related Party Advances

As of December 31, 2016, the Sponsor advanced an aggregate of $13,491 for costs associated with the Proposed Offering. The advances are non-interest bearing, unsecured and due on demand. The Company intends to repay the advances from the proceeds of the Proposed Offering not being placed in the Trust Account.

Administrative Service Fee

The Company has agreed, commencing on the effective date of the Proposed Offering through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support.

F-12

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into Units at a price of $10.00 per Unit. The Units would be identical to the Founders Units.

6—COMMITMENTS & CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Founders Units (and their underlying securities), Representative Shares (as a defined below) and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering. The holders of a majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The Company will grant the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Proposed Offering price, less the underwriting discounts and commissions.

The underwriters will be entitled to a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Proposed Offering, or $3,000,000 (or up to $3,450,000 if the underwriters’ over-allotment is exercised in full).

In addition, the Company has agreed to issue the underwriter (and/or its designees) 150,000 shares of Class A common stock (or up to 172,500 shares if the underwriters’ over-allotment option is exercised in full) (the “Representative Shares”) upon the consummation of the Proposed Offering. The Company intends to account for the Representative Shares as an expense of the Proposed Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of Representative Shares is $1,500,000 (or $1,725,000 if the underwriters’ over-allotment option is exercised in full) based upon the offering price of the Units of $10.00 per Unit. The underwriter has agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the underwriter (and/or its designees) has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

F-13

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

the date of the Proposed Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the Proposed Offering except to any underwriter and selected dealer participating in the Proposed Offering and their bona fide officers or partners.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital, Inc. (“EBC”) as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss a potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with a Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of a Business Combination in an amount equal to $6,037,500 (exclusive of any applicable finders’ fees which might become payable). The Company will have the right to pay up to 25% of such amount to EBC in shares of restricted stock (valued at $10.10 per share) or to another FINRA member firm retained by the Company to assist the Company in connection with a Business Combination.

Unit Purchase Option

The Company has agreed to sell the underwriter (and/or its designees), for $100, an option to purchase up to 1,125,000 Units exercisable at $10.00 per Unit (or an aggregate exercise price of $11,250,000) commencing on the later of the first anniversary of the effective date of the registration statement related to the Proposed Offering and the consummation of a Business Combination. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the Proposed Offering. The Units issuable upon exercise of this option are identical to those offered in the Proposed Offering. The Company intends to account for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Proposed Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of this unit purchase option is approximately $3,782,546 (or $3.36 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option to be granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.81% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the ordinary shares underlying such units, the rights included in such units, the ordinary shares that are issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of Proposed Offering except to any underwriter and selected dealer participating in the Proposed Offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price.

F-14

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

7—STOCKHOLDERS’ EQUITY

Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31, 2016, there were no shares of preferred stock issued or outstanding.

Class A Common Stock —As of December 31, 2016, the Company was authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. On April 6, 2017 the Company filed an Amended and Restated Certificate of Incorporation, pursuant to which it increased the number of authorized shares of Class A common stock to 40,000,000 shares. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2016, there were no shares of common stock issued and outstanding.

Class F Common Stock —The Company is authorized to issue 5,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s Class F common stock are entitled to one vote for each share. At December 31, 2016, there were 4,312,500 shares of common stock issued and outstanding, of which 562,500 shares are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full so that the Company’s Initial Stockholder will own 20% of the issued and outstanding shares after the Proposed Offering (assuming the Initial Stockholder does not purchase any Public Shares in the Proposed Offering).

The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment as follows. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Offering in connection with the closing of a Business Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Proposed Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination or pursuant to Units (and their underlying securities) issued to the Sponsor upon conversion of Working Capital Loans, after taking into account any shares of Class A common stock redeemed in connection with a Business Combination.

Holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law.

Rights —Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively covert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

F-15

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Proposed Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants (except with respect to the Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

at any time during the exercise period;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

F-16

FORUM MERGER CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

FOR THE PERIOD FROM NOVEMBER 17, 2016 (INCEPTION) THROUGH DECEMBER 31, 2016

•

If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

F-17

FORUM MERGER CORPORATION

CONDENSED BALANCE SHEETS


	September 30, 2017		December 31, 2016
	(Unaudited)
ASSETS
Current Assets
Cash	$	337,067	$	25,000
Prepaid expenses		77,773		—

Total Current Assets		414,840		25,000

Deferred offering costs		—		13,491
Cash and marketable securities held in Trust Account		174,964,734		—

Total Assets	$	175,379,574	$	38,491

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	52,549	$	2,092
Income taxes payable		169,029		—
Advances from related parties		1,962		13,491

Total Liabilities		223,540		15,583

Commitments

Common stock subject to possible redemption, 16,775,903 and -0- shares at redemption value as of September 30, 2017 and December 31, 2016, respectively		170,156,033		—

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding		—		—
Class A Common stock, $0.0001 par value; 40,000,000 shares authorized; 1,269,097 and -0- shares issued and outstanding (excluding 16,775,903 and -0- shares subject to possible redemption) as of September 30, 2017 and December 31, 2016, respectively		127		—
Class F Common stock, $0.0001 par value; 5,000,000 shares authorized; 4,312,500 shares issued and outstanding as of September 30, 2017 and December 31, 2016		431		431
Additional paid-in capital		4,665,985		24,569
Retained earnings/(Accumulated deficit)		333,458		(2,092	)

Total Stockholders’ Equity		5,000,001		22,908

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	175,379,574	$	38,491

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-18

FORUM MERGER CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Operating costs	$	104,290		$	235,155

Loss from operations		(104,290	)		(235,155	)

Other income:
Interest income		405,853			732,299
Unrealized gain on marketable securities held in Trust Account		56,174			7,435

Other income, net		462,027			739,734

Income before taxes		357,737			504,579
Provision for income taxes		(119,103	)		(169,029	)

Net income	$	238,634		$	335,550

Weighted average shares outstanding, basic and diluted ⁽¹⁾		5,560,769			4,864,925

Basic and diluted net loss per common share	$	(0.01	)	$	(0.04	)

(1)	Excludes an aggregate of up to 16,775,903 shares subject to redemption at September 30, 2017.

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-19

FORUM MERGER CORPORATION

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)


	Class A Common Stock						Class F Common Stock				Additional Paid-in Capital			Retained Earnings/ (Accumulated Deficit)			Total Stockholders’ Equity
	Shares			Amount			Shares		Amount		Additional Paid-in Capital			Retained Earnings/ (Accumulated Deficit)			Total Stockholders’ Equity
Balance—January 1, 2017		—		$	—			4,312,500	$	431	$	24,569		$	(2,092	)	$	22,908
Sale of 17,250,000 Units, net of underwriters discount and offering expenses		17,250,000			1,725			—		—		168,570,851			—			168,572,576
Sale of 622,500 Placement Units		622,500			62			—		—		6,224,938			—			6,225,000
Issuance of 172,500 Representative Shares		172,500			17			—		—		(17	)		—			—
Common stock subject to redemption		(16,775,903	)		(1,677	)		—		—		(170,154,356	)		—			(170,156,033	)
Net income		—			—			—		—		—			335,550			335,550

Balance—September 30, 2017		1,269,097		$	127			4,312,500	$	431	$	4,665,985		$	333,458		$	5,000,001

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-20

FORUM MERGER CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)


Cash Flows from Operating Activities:
Net income	$	335,550
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(732,299	)
Unrealized gain on marketable securities held in Trust Account		(7,435	)
Changes in operating assets and liabilities:
Prepaid expenses		(77,773	)
Accounts payable and accrued expenses		50,457
Income taxes payable		169,029

Net cash used in operating activities		(262,471	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(174,225,000	)

Net cash used in investing activities		(174,225,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		169,050,000
Proceeds from sale of Placement Units		6,225,000
Payment of offering costs		(463,933	)
Advances from related parties		204,923
Repayment of advances from related parties		(216,452	)

Net cash provided by financing activities		174,799,538

Net Change in Cash		312,067
Cash—Beginning		25,000

Cash—Ending	$	337,067

Non-Cash investing and financing activities:
Offering costs charged to additional paid in capital	$	217,612

Initial classification of common stock subject to possible redemption	$	169,819,829

Change in value of common stock subject to possible redemption	$	336,204

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-21

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(Unaudited)

NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Forum Merger Corporation (the “Company”), is a blank check company incorporated in Delaware on November 17, 2016. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that the Company has not yet identified (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the United States.

At September 30, 2017, the Company had not yet commenced operations. All activity through September 30, 2017 relates to the Company’s formation and its Initial Public Offering, which is described below, and identifying a target company for a Business Combination.

The registration statements for the Company’s initial public offering (“Initial Public Offering”) were declared effective on April 6, 2017. On April 12, 2017, the Company consummated the Initial Public Offering of 15,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $150,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 555,000 units (the “Placement Units”) at a price of $10.00 per Unit in a private placement to the Company’s sponsor, Forum Investor I, LLC (the “Sponsor”), generating gross proceeds of $5,550,000, which is described in Note 4. In addition, at the closing of the Initial Public Offering, the Company issued 150,000 shares of Class A common stock (the “Representative Shares”) to the underwriter and certain other related parties.

Following the closing of the Initial Public Offering on April 12, 2017, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

On April 18, 2017, in connection with the underwriters’ exercise of their over-allotment option in full, the Company consummated the sale of an additional 2,250,000 Units, and the sale of an additional 67,500 Placement Units at $10.00 per Unit, generating total gross proceeds of $23,175,000. In addition, the Company issued an additional 22,500 Representative Shares to the underwriters for no additional consideration (see Note 3 and Note 4). Following the closing, an additional $22,725,000 of net proceeds ($10.10 per Unit) was placed in the Trust Account, resulting in $174,225,000 ($10.10 per Unit) held in the Trust Account).

Transaction costs amounted to $3,927,424, consisting of $3,450,000 of underwriting fees and $477,424 of Initial Public Offering costs. As of September 30, 2017, $337,067 of cash was held outside of the Trust Account and was available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least

F-22

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

80% of the balance in the Trust Account (net of taxes payable) at the time of the signing of a definitive agreement in connection with a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares held by it in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions in connection with a Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the Class A common stock sold in the Initial Public Offering.

The Company will have until 24 months from the closing of the Initial Public Offering to consummate its Business Combination (the “Combination Period”). If the Company is unable to consummate a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and up to $100,000 of dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors,

F-23

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

The Sponsor has agreed to (i) waive its conversion rights with respect to its Founder Shares, Placement Shares and Public Shares in connection with the consummation of a Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares and Placement Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.10 per Unit in the Initial Public Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus as filed with the SEC and declared effective on April 12, 2017, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on April 18, 2017. The interim results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ended December 31, 2017 or for any future interim periods.

F-24

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

Cash and cash equivalents

Cash and marketable securities held in Trust Account

At September 30, 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills.

Common stock subject to possible redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

F-25

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2017, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $3,927,424 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Income taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2017 and December 31, 2016, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net loss per common share

The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 8,936,250 shares of Class A common stock, (2) rights sold in the Initial Public Offering and private placement that convert into 1,787,250 shares of Class A common stock, and (3) 1,125,000 shares of Class A common stock,

F-26

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

warrants to purchase 562,500 shares of Class A common stock and rights that convert into 112,500 shares of Class A common stock in the unit purchase option sold to the underwriter, in the calculation of diluted income per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of uncertain future events. As a result, diluted income per common share is the same as basic income per common share for the periods.

Reconciliation of net loss per common share

The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows:


	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Net income	$	238,634		$	335,550
Less: Income attributable to ordinary shares subject to redemption		(280,292	)		(550,362	)

Adjusted net loss	$	(41,658	)	$	(214,812	)

Weighted average shares outstanding, basic and diluted		5,560,769			4,864,925

Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.04	)

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2017 and December 31, 2016, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3—INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit, inclusive of 2,250,000 Units sold to the underwriters on April 18, 2017 upon the underwriters’ election to fully exercise their over-allotment option. Each Unit consists of one share of Class A common stock, one right (“Public Right”) and one-half of one warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of one share of Class A common stock upon consummation of a Business Combination (see Note 7). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 (see Note 7). No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants trade.

F-27

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

NOTE 4—PRIVATE PLACEMENT

Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 555,000 Placement Units at a price of $10.00 per Unit, (or an aggregate purchase price of $5,550,000). In addition, on April 18, 2017, the Company consummated the sale of an additional 67,500 Placement Units at a price of $10.00 per Unit, which were purchased by the Sponsor, generating gross proceeds of $675,000. Each Placement Unit consists of one share of Class A common stock (“Placement Share”), one right (“Placement Right”) and one-half of one warrant (each, a “Placement Warrant”) to purchase one share of the Class A common stock at an exercise price of $11.50 per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Rights and Placement Warrants will expire worthless.

The Placement Units are identical to the Units sold in the Initial Public Offering except that the Placement Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. In addition, the Placement Units and their component securities may not be transferable, assignable or salable until 30 days after the consummation of a Business Combination, subject to certain limited exceptions.

NOTE 5—RELATED PARTY TRANSACTIONS

Founder Shares

The 4,312,500 Founder Shares included an aggregate of up to 562,500 shares which were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the Sponsor would own, on an as-converted basis, 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Placement Shares and Representative Shares). As a result of the underwriters’ election to exercise their over-allotment option in full on April 18, 2017, 562,500 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed that, subject to certain limited exceptions, 50% of its Founder Shares will not be transferred, assigned or sold until one year after the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the last sales price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, and the remaining 50% of its Founder Shares will not be transferred, assigned or sold until one year after the date of the consummation of a Business Combination.

Related Party Advances

F-28

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

non-interest bearing, unsecured and due on demand. As of September 30, 2017, the Company has repaid $216,452 of such advances. There were $1,962 and $13,491 of advances outstanding as of September 30, 2017 and December 31, 2016, respectively.

Administrative Services Agreement

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into Units at a price of $10.00 per Unit. The Units would be identical to the Placement Units. There were no Working Capital Loans outstanding as of September 30, 2017.

NOTE 6—COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on April 6, 2017, the holders of the Founder Shares, Placement Units (and their underlying securities), Representative Shares, the underlying securities in the unit purchase option, and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Proposed Offering price, less the underwriting discounts and commissions. On April 18, 2017, the underwriters elected to exercise their over-allotment option in full to purchase 2,250,000 Units at a purchase price of $10.00 per Unit.

The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $3,450,000.

At the closing of the Initial Public Offering, the Company issued the underwriter and its designees 150,000 Representative Shares for no additional consideration. In addition, on April 18, 2017, as a result of the

F-29

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

underwriters’ election to exercise their over-allotment option in full, the Company issued an additional 22,500 Representative Shares to the underwriters for no additional consideration. The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholders’ equity. The Company determined the fair value of Representative Shares to be $1,725,000 based upon the offering price of the Units of $10.00 per Unit. The underwriter has agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the underwriter and its designees have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the date of the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the Initial Public Offering except to any underwriter and selected dealer participating in the Proposed Offering and their bona fide officers or partners.

Business Combination Marketing Agreement

Unit Purchase Option

On April 6, 2017, the Company sold to the underwriter (and/or its designees), for $100, an option to purchase up to 1,125,000 Units exercisable at $10.00 per Unit (or an aggregate exercise price of $11,250,000) commencing on the later of the first anniversary of the effective date of the registration statement related to the Initial Public Offering and the consummation of a Business Combination. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the Initial Public Offering. The Units issuable upon exercise of this option are identical to those offered in the Initial Public Offering. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $3,782,546 (or $3.36 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.81% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the common stock underlying such units, the rights included in such units, the common stock that is issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by

F-30

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price.

NOTE 7—STOCKHOLDERS’ EQUITY

Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30, 2017 and December 31, 2016, there were no shares of preferred stock issued or outstanding.

Class A Common Stock —The Company is authorized to issue 40,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At September 30, 2017 and December 31, 2016, there were 1,269,097 and -0- shares of Class A common stock issued and outstanding, respectively (excluding 16,775,903 and -0- shares of common stock subject to possible redemption).

Class F Common Stock —The Company is authorized to issue 5,000,000 shares of Class F common stock with a par value of $0.0001 per share. Holders of the Company’s Class F common stock are entitled to one vote for each share. At September 30, 2017 and December 31, 2016, there were 4,312,500 shares of Class F common stock issued and outstanding.

The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment as follows. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering in connection with the closing of a Business Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination or pursuant to Units (and their underlying securities) issued to the Sponsor upon conversion of Working Capital Loans, after taking into account any shares of Class A common stock redeemed in connection with a Business Combination.

Holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law.

F-31

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively covert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

F-32

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

The Company may redeem the Public Warrants (except with respect to the Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

at any time during the exercise period;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

NOTE 8—FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

F-33

FORUM MERGER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2017

(Unaudited)

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		September 30, 2017		December 31, 2016
Assets:
Cash and marketable securities held in Trust Account		1	$	174,964,734	$	—

NOTE 9—SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

F-34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

C1 Investment Corp. and Subsidiaries

We have audited the accompanying consolidated balance sheets of C1 Investment Corp. and Subsidiaries (the Company) as of December 31, 2016 and 2015 and the related consolidated statements of income, stockholders’ equity (deficit) and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of C1 Investment Corp. and Subsidiaries as of December 31, 2016 and 2015 and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ RSM US LLP

Minneapolis, Minnesota

March 27, 2017

F-35

C1 INVESTMENT CORP.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	As of December 31,				As of September 30, 2017
	2015		2016		As of September 30, 2017
					(unaudited)
Assets
Current Assets
Cash	$	15,307	$	9,632	$	7,683
Trade accounts receivables, less allowances		175,822		180,160		235,541
Inventories		11,347		12,127		23,101
Prepaid expenses		2,576		3,373		9,851
Deferred customer support contract costs		18,676		19,779		23,044
Prepaid income tax		—		—		2,660

Total current assets		223,728		225,071		301,880

Other Assets
Goodwill		244,351		258,570		308,893
Finite-life intangibles, net		169,642		134,620		148,955
Property and equipment, net		12,143		15,355		41,830
Deferred customer support contract costs, noncurrent		1,224		805		800
Deferred offering costs		—		1,839		2,618

Total other assets		427,360		411,189		503,096

Total assets	$	651,088	$	636,260	$	804,976

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Current maturities of term debt	$	2,404	$	3,324	$	5,050
Accounts payable		106,522		95,824		142,007
Customer deposits		13,224		14,144		19,316
Accrued compensation		23,957		23,382		17,281
Accrued other		8,348		11,101		17,107
Income tax payable		4,625		4,151		—
Deferred revenue		39,080		41,876		49,525

Total current liabilities		198,160		193,802		250,286

Long-term Liabilities
Long-term debt, net of debt issuance costs and current maturities		314,508		388,964		514,503
Deferred income taxes		41,754		37,841		33,850
Long-term income tax payable		1,331		1,567		1,846
Deferred revenue and other long-term liabilities		2,119		1,326		4,780

Total long-term liabilities		359,712		429,698		554,979

Commitments and Contingencies

Stockholders’ Equity (Deficit)
Class A common stock, $0.0001 par value; 106,000,000 shares authorized; 89,862,276 shares issued and outstanding as of December 31, 2015 and 2016; 89,766,294 shares issued and outstanding as of September 30, 2017 (unaudited)		9		9		9
Class B convertible common stock, $0.0001 par value; 16,000,000 nonvoting shares authorized; 14,701,748 nonvoting shares issued and outstanding as of December 31, 2015 and 2016; 14,830,683 shares issued and outstanding as of September 30, 2017 (unaudited)		1		1		1
Subscription receivable from related party		—		—		(1,805)
Additional paid-in capital		90,235		10,367		12,693
Retained earnings (accumulated deficit)		2,971		2,383		(11,187	)

Total stockholders’ equity (deficit)		93,216		12,760		(289	)

Total liabilities and stockholders’ equity (deficit)	$	651,088	$	636,260	$	804,976

See accompanying notes to consolidated financial statements.

F-36

C1 INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
Revenue
Technology offerings	$	297,481		$	439,804		$	333,239		$	315,201
Services		303,983			375,805			271,842			304,499

Total revenue		601,464			815,609			605,081			619,700

Cost of revenue
Technology offerings		220,377			333,082			254,532			245,732
Services		187,641			233,283			170,274			191,965

Total cost of revenue		408,018			566,365			424,806			437,697

Gross profit
Technology offerings		77,104			106,722			78,707			69,469
Services		116,342			142,522			101,568			112,534

Gross profit		193,446			249,244			180,275			182,003

Operating expenses
Sales and marketing		96,578			128,733			93,998			93,904
General and administrative		36,955			40,262			30,081			36,989
Transaction costs		5,678			6,055			5,137			5,955
Depreciation and amortization		23,520			27,692			20,697			23,112

Total operating expenses		162,731			202,742			149,913			159,960

Operating income		30,715			46,502			30,362			22,043

Other (income) expense
Interest income		(26	)		(11	)		(6	)		(51	)
Interest expense		23,072			31,438			18,829			41,553
Other expense, net		72			10			1			49

Interest expense and other, net		23,118			31,437			18,824			41,551

Income (loss) before income taxes		7,597			15,065			11,538			(19,508)
Income tax expense (benefit)		3,574			6,716			5,352			(6,323	)

Net income (loss)	$	4,023		$	8,349		$	6,186		$	(13,185	)

Net income (loss) per share attributable to Class A common stockholders, basic and diluted	$	0.04		$	0.09		$	0.07		$	(0.15	)

Cash dividends per share of Class A common stock	$	—		$	1.00		$	—		$	—

See accompanying notes to consolidated financial statements.

F-37

C1 INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)


	Class A Common Stock					Class B Common Stock					Subscription Receivable		Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Total
	Shares			Amount		Shares			Amount		Subscription Receivable		Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Total
Balance at December 31, 2014		89,883,258		$	9		13,142,461		$	1		—	$	90,007		$	(1,052	)	$	88,965
Common shares issued upon exercise of options		—			—		1,961,124			—		—		20			—			20
Repurchase of shares		(20,982	)		—		(401,837	)		—		—		(25	)		—			(25	)
Stock-based compensation expense		—			—		—			—		—		233			—			233
Net income		—			—		—			—		—		—			4,023			4,023

Balance at December 31, 2015		89,862,276		$	9		14,701,748		$	1		—		90,235		$	2,971		$	93,216
Stock-based compensation expense		—			—		—			—		—		1,057			—			1,057
Dividends paid		—			—		—			—		—		(80,925	)		(8,937	)		(89,862	)
Net income		—			—		—			—		—		—			8,349			8,349

Balance at December 31, 2016		89,862,276		$	9		14,701,748		$	1		—	$	10,367		$	2,383		$	12,760
Common shares issued upon exercise of options		—			—		530,772			—		(1,805)		1,805			—			—
Repurchase of shares		(95,982	)		—		(401,837	)		—		—					(385	)		(385	)
Stock-based compensation expense		—			—		—			—		—		521			—			521
Net loss		—			—		—			—		—		—			(13,185	)		(13,185	)

Balance at September 30, 2017 (unaudited)		89,766,294		$	9		14,830,683		$	1	$	(1,805)	$	12,693		$	(11,187	)	$	(289)

See accompanying notes to consolidated financial statements.

F-38

C1 INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Year Ended December 31,						Nine Months Ended September 30,
	2015			2016			2016			2017
							(unaudited)
Cash Flows from Operating Activities
Net income (loss)	$	4,023		$	8,349		$	6,186		$	(13,185	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property and equipment in operating expenses		3,273			5,236			3,871			5,221
Depreciation of property and equipment in cost of revenue		338			878			436			1,112
Amortization of finite-life intangibles		20,247			22,456			16,826			17,891
Loss on disposals of property and equipment		97			11			16			49
Deferred income taxes		(2,917	)		(4,065	)		(4,109	)		(3,991	)
Amortization of debt issuance costs		2,028			2,412			1,594			2,205
Loss on extinguishment of debt		—			2,747			—			13,638
Stock-based compensation expense		233			1,057			883			521
Changes in assets and liabilities, net of business acquisitions in 2015 and 2017:
Trade accounts receivable		(32,145	)		(5,530	)		2,523			(5,684	)
Inventories		(3,665	)		(780	)		(2,244	)		4,475
Prepaid expenses and deferred customer support contract costs		(7,652	)		(1,490	)		3,351			8,739
Income tax receivable		4,419			17			18			2
Accounts payable and accrued expenses		12,928			(11,112	)		(19,921	)		(22,028	)
Customer deposits		(2,384	)		920			2,256			(2,522	)
Income tax payable		5,301			(257	)		2,090			(6,618	)
Deferred revenue and other long-term liabilities		10,346			2,007			(3,378	)		(6,479	)

Net cash provided by (used in) operating activities		14,470			22,856			10,398			(6,654	)

Cash Flows from Investing Activities
Purchases of property and equipment		(5,476	)		(9,272	)		(6,605	)		(7,251	)
Acquisitions of businesses, net of cash acquired		(67,047	)		247			247			(97,543	)

Net cash used in investing activities		(72,523	)		(9,025	)		(6,358	)		(104,794	)

Cash Flows from Financing Activities
Proceeds from term notes, less discount		49,750			88,650			—			510,138
Dividends paid		—			(89,862	)		—			—
Proceeds from revolving credit agreement		20,000			42,000			43,000			84,000
Repayment of revolving credit agreement		(10,000	)		(52,000	)		(53,000	)		(58,000	)
Repurchase of common stock		(25	)		—			—			(385	)
Payment of deferred financing costs		(1,168	)		(3,966	)		—			(6,513	)
Payment of extinguishment charges		—			(1,470	)		—			(3,353	)
Deferred offering costs		—			(224	)		—			(1,175	)
Payment on long-term debt		(2,279	)		(2,634	)		(1,803	)		(415,213	)
Proceeds received from stock option exercises		20			—			—			—

Net cash provided by (used in) financing activities		56,298			(19,506	)		(11,803	)		109,499

Net decrease in cash		(1,755	)		(5,675	)		(7,763	)		(1,949	)
Cash
Beginning		17,062			15,307			15,307			9,632

Ending	$	15,307			9,632		$	7,544		$	7,683

Supplemental disclosures of cash flow information
Cash payments for interest	$	20,870		$	27,650		$	11,450		$	27,712

Cash payments for income taxes	$	2,812		$	11,021		$	5,796		$	4,272

Supplemental disclosures of noncash investing and financing activities
Deferred offering costs in accounts payable and accrued expenses	$	—		$	1,615		$	—		$	1,219

Deferred financing costs in accounts payable and accrued expenses	$	—		$	363		$	—		$	—

Property and equipment purchases financed with accounts payable	$	170		$	235		$	121		$	163

Contingent consideration for business acquisition	$	—		$	—		$	—		$	4,000

See accompanying notes to consolidated financial statements.

F-39

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements

1. Nature of Business and Summary of Significant Accounting Policies

Description of the Company

C1 Investment Corp. and its wholly owned subsidiary, C1 Intermediate Corp., are Delaware corporations that were incorporated to complete the 2014 acquisition of ConvergeOne Holdings Corp. (“Holdings”) and its consolidated subsidiaries by Clearlake Capital Group, L.P. (“Clearlake”).

Nature of Business

The Company is a leading IT services provider of collaboration and technology solutions for large and medium enterprises. The Company serves clients through its comprehensive engagement model which includes the full lifecycle of services from consultation through implementation, optimization, and ongoing support services. The Company provides innovative and sophisticated services, including professional and managed, cloud and maintenance services, and complex multi-vendor technology offerings to its clients. The Company’s core technology markets are (1) collaboration and (2) enterprise networking, data center, cloud, and security.

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the parent company, C1 Investment Corp., and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation.

Holdings is the parent company of ConvergeOne, Inc. (“ConvergeOne”), formerly North American Communications Resource, Inc. (“NACR”), ConvergeOne Solutions, Inc. (“Solutions”), Spanlink Communications, Inc. (“Spanlink”), S1 IT Solutions, Inc. (“S1”), ConvergeOne Technology Consulting, Inc. (“CTCI”), Sunturn, Inc. (“Sunturn”), MSN Communications, Inc. (“MSN”), SIGMAnet, Inc. (“SIGMAnet”), Annese & Associates, Inc. (“Annese”), SPS Holdco, LLC (“SPS”), and RGTS, Inc. (“RGTS”). On September 30, 2014, Holdings acquired all issued and outstanding stock of Spanlink. On May 16, 2015, Solutions was formed as a wholly owned subsidiary of Holdings. On May 19, 2015, NACR acquired all issued and outstanding stock of Sunturn, and Solutions acquired all issued and outstanding stock of MSN. On December 4, 2015, Solutions acquired all issued and outstanding stock of SIGMAnet. On July 14, 2017, ConvergeOne acquired all issued and outstanding stock of SPS. On September 15, 2017, ConvergeOne acquired all issued and outstanding stock of Rockefeller Group Technology Solutions, Inc., which was parent company of seven separate legal entities. These business acquisitions are described in Note 2—Business Acquisitions.

Immediately following the acquisition of Rockefeller Group Technology Solutions, Inc., the name of the Company was legally changed to RGTS, Inc., and the separate legal entities were merged into one of two surviving companies, either RGTS, the parent company, or RGT Utilities, Inc.

On December 31, 2015, the Company executed a series of mergers designed to simplify its legal structure. Sunturn was merged into NACR; S1, CTCI, and Spanlink were merged into Solutions; and Solutions was merged into NACR. On January 1, 2016, NACR’s name was legally changed to ConvergeOne, Inc. SIGMAnet was merged into ConvergeOne, Inc. on March 31, 2017.

References to “the Company,” “we,” “us,” “our,” and similar words refer to C1 Investment Corp. and all of the consolidated subsidiaries, unless specifically noted otherwise.

Unaudited Interim Financial Information

The accompanying interim consolidated balance sheet as of September 30, 2017, the consolidated statements of income and cash flows for the nine months ended September 30, 2016 and 2017, the consolidated

F-40

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

statement of stockholders’ equity (deficit) for the nine months ended September 30, 2017, and the related footnote disclosures, or collectively, the unaudited interim consolidated financial statements, are unaudited. The

unaudited interim consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments necessary to present fairly its consolidated financial position as of September 30, 2017 and its results of operations and cash flows for the nine months ended September 30, 2016 and 2017. The results for the nine months ended September 30, 2016 and 2017 are not necessarily indicative of the results expected for the full fiscal year or any other period.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, the fair value of assets acquired and liabilities assumed in business combinations, evaluation of goodwill and long-lived assets for impairment, stock-based compensation, partner funding, income tax measurement, and provisions for doubtful accounts.

Significant Accounting Policies

A summary of the Company’s significant accounting policies follows:

Revenue Recognition

Products, installation and maintenance services are typically sold as a bundled arrangement containing multiple deliverables of new and/or refurbished hardware, software and professional services associated with installing, maintaining and managing the business communications systems. Revenue from multiple-element arrangements is allocated to the various elements based on the relative selling price of the elements, and each element is considered a separate accounting unit, with recognition of revenue based on the criteria met for the individual element of the multiple-element arrangement. When available, the Company uses vendor-specific objective evidence, or VSOE, to determine the selling price of a unit of accounting. If VSOE does not exist, the Company uses third-party evidence of the selling price for similar products and services. For units of accounting in which there is no VSOE or third-party evidence of selling price, the best estimate of selling price is used. The Company determines best estimate of selling price using a cost plus margin approach.

Technology Offerings Revenue

Revenue for hardware and software: The Company sells communication products, which consist of hardware and essential software. The software and hardware are necessary to deliver the essential functionality of the communication products. Revenue from the sale of hardware and software products is generally recognized on a gross basis with the sales price to the customer recorded as revenue and the acquisition cost of the product recorded as cost of revenue, net of certain partner funding. Revenue is recognized when the title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, the sales price is fixed and determinable, and collectability is reasonably assured. Hardware and software items can be delivered to customers in a variety of ways including as physical products shipped from our warehouses, via drop-shipment by the vendor or distributor or via electronic delivery for software licenses.

The Company maintains an estimate for sales returns and credit losses based on historical experience. The Company’s vendor partners provide limited warranties to our customers on equipment sold.

F-41

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Sales Taxes. The Company records sales and use taxes collected from customers for remittance to governmental authorities on a net basis within the Company’s consolidated statements of income.

Shipping and Freight. Shipping and freight costs billed to customers are recognized within revenue with the related shipping and freight costs incurred by the Company recorded as a cost of revenue.

Services Revenue

Revenue for Professional Services. Revenue from professional services, which includes the design, configuration, installation and integration of business communication and data systems, is recognized as the services are performed or as all obligations have been substantially met.

Revenue for Managed, Cloud and Maintenance Services . Revenue for managed services, which are for agreements of one year or greater for more than one service offering, is recognized on a straight-line basis over the term of the arrangement, which is consistent with the timing of services rendered. Payments received and billings in advance for these services are initially recorded as deferred revenue and recognized over the period services are provided. The Company incurs external costs associated with professional and managed services, primarily related to purchasing maintenance support contracts with third party manufacturers and software licenses, which are generally prepaid. These costs, associated with maintenance contracts where we have an obligation to perform services, are incurred specifically to assist the Company in rendering services to its customers and are recorded as deferred customer support contract costs at the time the costs are incurred. The costs are amortized to expense as a cost of revenue—services on a straight-line basis over the period during which the Company fulfills its performance obligation.

The Company considers the principal versus agent accounting guidance to determine if the Company is the primary obligor in the arrangement and if revenue should be recognized gross or net of the associated costs. Applying the principal versus agent accounting guidance is a matter of judgment based on consideration of several factors and indicators.

Revenue from the sale of third-party retail maintenance contracts is recognized net of the related cost of revenue. In third-party retail maintenance contracts, all services are provided by third-party providers and, as a result, the Company concluded that it is acting as an agent and is not considered the primary obligor. As the Company is under no obligation to perform additional services, revenue is recognized net at the time of sale.

Revenue from the sale of third-party wholesale maintenance contracts is recognized on a gross basis at the time of sale with the selling price to the customer recorded as revenue and the acquisition cost recorded as cost of revenue. Based upon the evaluation of indicators for net and gross reporting, the Company has concluded that it is acting as a principal in these contracts.

Cash

The Company maintains its cash in bank deposit and money market accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company’s cash management program utilizes zero balance accounts and overnight money market investments. The Company does not have any compensating balance requirements.

Trade Accounts Receivable

Accounts receivable are carried at the original invoice amount less an estimate made for doubtful receivables. Management determines the allowances by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.

F-42

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Inventories

Inventories, consisting primarily of communication products, are valued at the lower of cost, determined by the specific-identification method and average cost, or market. The Company evaluates inventories for excess, aging, obsolescence or other factors that affect net realizable value. Write-downs have historically not been material for any of the periods presented.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using straight-line and accelerated methods over estimated useful lives of five to 10 years for furniture, fixtures and equipment, and three years for software. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the lease term.

Depreciation of certain equipment and software directly utilized in support of cloud and managed services contracts is included in cost of service revenue within the Company’s consolidated statements of operations. All other depreciation and amortization are recorded in depreciation and amortization within operating expenses in the Company’s consolidated statements of operations.

Finite-life Intangible Assets

Impairment of Long-lived Assets

The Company reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the asset or asset group is considered to be impaired, an impairment loss would be recorded to adjust the carrying amounts to the estimated fair value. Management has determined that no impairment of long-lived assets exists, and accordingly, no adjustments to the carrying amounts of the Company’s long-lived assets have been made for the periods presented.

Goodwill

The Company records goodwill when the purchase price of a business acquisition exceeds the fair value of net tangible and identifiable intangible assets acquired in a business acquisition. Goodwill is assessed for impairment annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. The Company has determined that it operates its business in one operating segment and one reporting unit and has selected October 1 as the date to perform its annual impairment test.

The Company performs either a qualitative or quantitative assessment to determine if the fair value of its reporting unit exceeds its carrying value. The qualitative goodwill impairment assessment requires evaluating factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As part of our goodwill qualitative assessment process, we evaluate various factors that are specific to the reporting unit that include, but are not limited to, macroeconomic conditions, industry and market considerations and the overall financial performance of the Company.

When performing the quantitative assessment to calculate the fair value of a reporting unit, we consider both comparative market multiples as well as estimated discounted cash flows for the reporting unit. The significant

F-43

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

estimates and assumptions include, but are not limited to, revenue growth rates, operating margins, and future economic and market conditions. The discount rates are based upon the reporting unit’s weighted-average cost of capital. If an impairment is identified, the second step is to measure the impairment loss by comparing the implied fair value of goodwill with the carrying value of the goodwill for the reporting unit.

The Company performed its annual test in 2016 using a qualitative assessment and determined that it was not more likely than not that the fair value of its reporting unit was less than its carrying amount. Therefore, the Company did not complete a quantitative analysis and concluded that there was no goodwill impairment during any of the periods presented. The Company believes the qualitative factors considered in the impairment analysis are reasonable, however, significant changes in any one of its assumptions could produce a different result and result in impairment charges that could be material to its consolidated financial statements.

Debt Issuance Costs

Debt issuance costs arising from the Company’s borrowings and credit agreements are amortized using the effective interest rate method over the term of the related debt financing. See Note 6—Debt. Debt issuance costs are presented on a net basis along with the associated debt obligation in the consolidated balance sheets.

Defer r ed Offe r ing C o sts

The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as other assets until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital. Should the equity financing not be consummated, the deferred offering costs would be expensed as a charge to operating expenses in the statement of income. As of December 31, 2016 and September 30, 2017 (unaudited), the Company had recorded $1.8 million and $2.6 million, respectively, of deferred offering costs in connection with an equity financing process. No deferred offering costs were recorded as of December 31, 2015.

Income Taxes

Income taxes are provided using an asset and liability method. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Management’s estimate of the income tax rates utilized in the calculation of the deferred income tax balances is based on historical taxable income of the Company, expected future taxable income and corresponding rates.

The Company’s operations involve dealing with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return based on its estimate of whether, and the extent to which, additional taxes will be due. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. See Note 15—Income Taxes for further information pertaining to income taxes.

Transaction Costs

The Company presents transaction costs as a separate line item within operating expenses based on it being a material cost that varies from period to period. Transaction costs include acquisition-related expenses, including integration costs, employee retention bonuses, severance charges, advisory and due diligence fees, and transaction-related legal and accounting due diligence costs.

F-44

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Advertising Costs

The Company expenses advertising costs as incurred. During the years ended December 31, 2015 and 2016 and the nine months ended September 30, 2016 and 2017 (unaudited), advertising costs were $1,312,000, $1,903,000, $1,384,000 and $1,219,000, respectively. These amounts were offset by partner funding earned pursuant to shared marketing expense programs recorded as a reduction of selling and administrative expenses.

Product Warranty

The Company provides limited warranties for replacement of defective products for customers who purchase certain types of maintenance support. The Company has not incurred any significant costs associated with these warranties.

Contingencies

From time to time, the Company may be involved in legal matters such as contractual disputes, employment matters, personal injury or property damage claims. While the outcome of such litigation is never certain, management believes the outcomes will not have a material adverse effect on the consolidated financial statements.

Stock-based Compensation

The Company measures and recognizes stock-based compensation expense for all stock-based awards made to employees, consultants and directors based on the fair value of the awards as of the date they were each granted and the corresponding expense is recognized over the requisite service period of the awards, both for stock options and restricted stock grants. The Company measures and recognizes stock-based compensation expense for all stock-based awards to non-employees based on the fair value of the award, which is re-measured at the end of each reporting period until vested, and the corresponding expense is recognized over the requisite service period.

The Company uses the Black-Scholes option pricing model to determine the fair value of stock-based awards. The model utilizes the value of the Company’s common stock as well as assumptions regarding the award’s expected life, risk-free interest rate, expected volatility of the underlying stock, and expected dividends. The specific assumptions the Company uses include the following:

Fair value of the Company’s common stock . The fair value of the Company’s common stock has historically been determined by management primarily using periodic valuation studies obtained from a third-party valuation firm. In performing its valuation analysis, the valuation firm uses information provided by management and a number of assumptions based on market and economic conditions.

Expected term . We estimate the expected term using the simplified method due to the lack of historical data regarding the expected life of the awards. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award.

Risk-free interest rate . We use interest rates based on U.S. Treasury yields in effect at the time of grant over the expected term of the award.

Expected volatility . We use the average of the historical volatility of public companies in industries similar to the Company.

Dividends . We do not expect to pay dividends in the foreseeable future.

F-45

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

The Company uses judgment in evaluating the factors used in the Black-Scholes pricing model. As a result, if factors change, stock-based compensation expense could be significantly different in the future.

Stock-based compensation expense is classified as sales and marketing expense or general and administrative expense consistent with other compensation expense associated with the award recipient. The Company has not capitalized stock-based employee compensation cost or recognized any significant tax benefits related to these costs.

Partner Funding

The Company receives payments and credits from vendors for various programs, including rebates, volume incentive programs and shared marketing expense programs. Each program varies in length and has varying conditions or achievement targets that determine the amount of consideration the Company is eligible to receive. The Company estimates and recognizes the amount of vendor consideration earned when it is probable and reasonably estimable using the information available or historical data. The Company recognizes vendor consideration as a reduction of either cost of revenue for rebates and volume incentives or operating expenses for shared marketing expenses or marketing development fund programs based on the nature of the consideration earned.

Business Combinations

The Company accounts for business combinations and acquisitions using the acquisition method. The acquisition method requires that the total purchase price of the acquired entity be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The assets acquired include the analysis and recognition of intangible assets such as customer relationships, trade names, developed technology and contractual rights and the liabilities assumed include contractual commitments and contingencies. Any premium paid over the fair value of the net assets and liabilities acquired is recorded as goodwill in connection with a business combination. The results of operations for an acquired entity are included in the consolidated financial statements from the date of acquisition.

During the year ended December 31, 2015, the Company recorded measurement-period adjustments on a retrospective basis. Effective January 1, 2016, the Company began recording measurement-period adjustments in the period they are identified. See Recently Adopted Accounting Pronouncements below.

Fair Value Measurements

Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also provides a fair value hierarchy for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs are quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable or can be corroborated by observable market data for the asset or liability.

Level 3: Inputs are unobservable for the asset or liability and are supported by little or no market activity. These fair values are determined using pricing models for which the assumptions utilize management’s estimates or market participant assumptions.

F-46

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

For those financial instruments with no quoted market prices available, fair value is estimated using present value calculations or other valuation methods, as well as management’s best judgment with respect to current economic conditions, including discount rates and estimates of future cash flows.

Other Comprehensive Income (Loss)

The Company did not have any components of other comprehensive income (loss) for any of the periods presented.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the two class method, which includes the weighted-average number of shares of Class A common stock and participating Class B convertible common stock outstanding during the period. In applying the two-class method, net income (loss) is allocated to both participating classes of common stock based on their respective weighted-average shares outstanding for the period. Diluted net income (loss) per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock outstanding includes the dilutive effect of in-the-money service-only condition stock options. The dilutive effect of such equity-classified awards is calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options and the amount of compensation cost for future service that the Company has not yet recognized are collectively assumed to be used to repurchase shares.

Reportable Segments

Segment information is required to be presented in accordance with a “management approach,” which is the approach used by a Company’s chief operating decision-maker when reviewing operating segment information to make decisions, allocate resources and assess performance. An operating segment is defined as a component of the Company (1) that engages in business activities from which it may earn revenue and incur expense, (2) whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (3) for which discrete financial information is available. The Company has determined that it operates its business in one operating segment—see Note 16—Segment Reporting.

Recently Adopted Accounting Pronouncements

On January 1, 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which had been issued by the Financial Accounting Standards Board (“FASB”) in September 2015. The ASU eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on net income (loss) of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. See Note 2—Acquisitions for discussion of the impacts of this adoption.

On January 1, 2016, the Company adopted ASU 2015-03, Interest—Imputation of Interest (subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which had been issued by the FASB in April 2015. This new standard required that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The impact of this adoption included reclassification of the deferred financing costs (net of amortization) from other assets to a reduction in the associated debt account of $7,614,000 at December 31, 2015.

F-47

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

During 2016, the Company adopted ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which had been issued by the FASB in November 2015. The ASU requires entities to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. The Company adopted the provisions of ASU 2015-17 retrospectively in the fourth quarter of 2016. Upon adoption, $1.7 million of deferred tax assets previously classified as a component of current assets in the consolidated balance sheet as of December 31, 2015 have been reclassified as a component of long-term deferred tax liabilities. The adoption of ASU 2015-17 did not have an impact on the Company’s results of operations or cash flows.

On December 31, 2016, the Company adopted ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which had been issued by the FASB in August 2014. The ASU sets forth guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provide related footnote disclosures. This standard defines the term “substantial doubt,” requires management to perform an evaluation every reporting period and provides principles for considering the mitigating effects of management’s plans. The Company’s adoption of this guidance did not have any impact on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings . This ASU amends the FASB Accounting Standards Codification (“ASC” or “the Codification”) for SEC staff announcements made at recent Emerging Issues Task Force meetings and is effective immediately. The new guidance is intended to provide clarity in relation to the disclosure of the impact that ASU 2014-09 and ASU 2016-02 will have on our consolidated financial statements when adopted. Registrants are required to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, then additional qualitative disclosures should be considered. The ASU incorporates these SEC staff views into ASC 250 and adds references to that guidance in the transition paragraphs of ASU 2014-09 and ASU 2016-02, which are defined below. The Company believes its disclosures below regarding the impact of recently issued accounting standards to be adopted in a future period are aligned with the guidance in the ASU.

On January 1, 2017, the Company adopted ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory , which restricts the valuation of inventory to the lower of cost or net realizable value, which is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. The adoption of ASU 2015-11 did not have a material impact on the consolidated financial statements.

On January 1, 2017, the Company adopted ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which provides areas for simplification in the accounting for share-based payment transactions. Areas included for simplification include, but are not limited to, accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures and minimum statutory withholding. We elected to continue estimating forfeitures of share-based awards. The adoption of ASU 2016-09 did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU 2014-09 by one year, making it effective for annual reporting periods beginning after December 15, 2018 and interim periods within that fiscal year, with early adoption permitted.

The FASB has issued the following additional ASUs to amend the guidance in ASU 2014-09, all of which have effective dates concurrent with the effective date of ASU 2014-09:

(1)

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies the implementation guidance on principal versus agent considerations within the new revenue recognition standard.

(2)

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which enhances the guidance around identifying performance obligations in customer contracts within the new revenue recognition standard.

(3)

(4)

The Company does not intend to early adopt the new revenue recognition guidance and therefore all of the ASUs noted above will be effective for us for the year ending December 31, 2019. The Company expects to begin evaluating the effect of the revenue recognition ASUs during the second quarter of 2018. The evaluation will include selecting a transition method for these revenue recognition ASUs and determining the effect that the updated standards will have on the historical and future consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which changes the accounting for leases in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The standard has an effective date for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not currently intend to early adopt the new leasing guidance and therefore ASU 2016-02 will be effective for us for the year ending December 31, 2020. The Company has not yet begun to evaluate the effect of the new guidance on the consolidated financial statements.

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

costs and contingent consideration payments made after a business combination. The standard has an effective date for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , to clarify the definition of a business and add guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard has an effective date for annual periods beginning after December 15, 2018, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The guidance in this ASU requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the carrying amount of goodwill allocated to that reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2021, with early adoption permitted after January 1, 2017. The new guidance should be applied prospectively. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements and expects to early adopt ASU 2017-04 in 2017.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies that modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the changes in terms or conditions. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted. The amendments in this standard should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements, but does not believe this update will have a significant impact.

Subsequent Events (Unaudited)

In preparing the consolidated financial statements as of and for the year ended December 31, 2016, the Company evaluated subsequent events for recognition and measurement purposes through March 27, 2017, the date the independent auditors’ report was originally issued and the audited consolidated financial statements were available for issuance. After the original issuance of the consolidated financial statements and through November 30, 2017, we have evaluated subsequent events or transactions that have occurred that may require disclosure in the accompanying financial statements through the issue date of these consolidated financial statements.

On November 30, 2017, the Company signed an Agreement and Plan of Merger (“Merger”) with Forum Merger Corporation (“Forum”), whereby a subsidiary of Forum and the Company shall consummate a merger, pursuant to which the subsidiary shall be merged with and into the Company, following which the separate corporate existence of the subsidiary shall cease and the Company shall continue as the surviving corporation. The close of the Merger is subject to approval by the shareholders of Forum. Effective and contingent upon the closing of the Merger, the vesting of all outstanding share based compensation will be accelerated.

2. Business Acquisitions

2017 Acquisitions (unaudited)

Annese & Associates, Inc.

On July 14, 2017, the Company, through its subsidiary ConvergeOne, acquired all of the outstanding stock of Annese & Associates, Inc. (“Annese”), for cash consideration of $26,034,000 plus additional consideration of

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

up to $4,000,000 contingent upon the achievement of certain gross profit targets for the twelve months ending June 30, 2018. The Company incurred transaction costs of $423,000 related to the acquisition and included the amount in general and administrative expense on the consolidated statements of income for the nine months ended September 30, 2017 (unaudited).

The acquisition was accounted for as a business combination and the assets acquired and liabilities assumed were recognized based on the estimated fair values at the acquisition date as determined by the Company’s management, using information currently available and current assumptions as to projections of future events and operating performance, and consideration of market conditions. The purchase accounting is preliminary and subject to completion, including certain fair value measurements, particularly the finalization of the valuation assessment of the acquired tangible and intangible assets. The adjustments arising from the completion of the outstanding matters may materially affect the preliminary purchase accounting. The purchase price allocation will be finalized as soon as practicable within the measurement period, but not later than one year following the acquisition date.

On the acquisition date, the Company recorded a $4,000,000 liability for the fair value of post-closing consideration that may be paid. Management estimated the fair value of the contingent consideration based upon the expected range of outcomes. Payment of the additional consideration, if any, is due during the third quarter of 2018. As of September 30, 2017, the fair value of contingent consideration of $4,000,000 was included in Accrued other liabilities in the Consolidated Balance Sheets.

The Company paid a premium over the fair value of the net tangible and identified intangible assets acquired, resulting in goodwill of approximately $17,710,000. The premium paid is attributed to the Annese’s presence in the business communications industry and its growth potential. Goodwill recognized is deductible for income tax purposes. The results of the acquisition are included in the accompanying consolidated statements of income from the acquisition date forward and have not been separately presented as they are not material.

The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands):


Assets Acquired:
Cash	$	56
Trade accounts receivable		10,849
Inventories		5,197
Prepaid expenses		2,445
Property and equipment		960
Goodwill		17,710
Customer relationships		4,622
Trade names		824
Noncompetition agreements		293

Total assets acquired		42,956


Liabilities Assumed:
Accounts payable and accrued expenses		(11,005	)
Customer deposits		(29	)
Deferred revenue		(1,888	)

Total liabilities assumed		(12,922	)

Net assets acquired	$	30,034

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

As a result of the acquisitions, a portion of the consideration, approximately $2,776,000, was placed in an escrow account. The total escrow is included in the cash consideration paid in the table above. The funds in the escrow account are to secure the sellers’ and management’s indemnification obligations in the purchase agreement. The funds held in escrow after settlement of indemnification claims of the buyer will be paid to the sellers at a future date.

As of the acquisition date, the preliminary fair value of accounts receivable, not expected to be collected, was approximately $260,000.

SPS Holdco, LLC

On August 15, 2017, the Company, through its subsidiary ConvergeOne, acquired all of the outstanding stock of SPS Holdco, LLC (“SPS”) for cash consideration of $59,126,000. The Company incurred transaction costs of $570,000 related to the acquisition and included the amount in general and administrative expense on the consolidated statements of income for the nine months ended September 30, 2017 (unaudited).

The acquisition was accounted for as a business combination and the assets acquired and liabilities assumed were recognized based on the estimated fair values at the acquisition date as determined by the Company’s management, using information currently available and current assumptions as to projections of future events and operating performance, and consideration of market conditions. The purchase accounting is preliminary and subject to completion including certain fair value measurements, particularly the finalization of the valuation assessment of the acquired tangible and intangible assets. The adjustments arising from the completion of the outstanding matters may materially affect the preliminary purchase accounting. The purchase price allocation will be finalized as soon as practicable within the measurement period, but not later than one year following the acquisition date.

The Company paid a premium over the fair value of the net tangible and identified intangible assets acquired, resulting in goodwill of approximately $23,428,000. The premium paid is attributed to the SPS’s presence in the business communications industry and its growth potential. Goodwill recognized will be deductible for income tax purposes. The results of the acquisition are included in the accompanying consolidated statements of income from the acquisition date forward and have not been separately presented as they are not material.

The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands):


Assets Acquired:
Cash	$	8,413
Trade accounts receivable		36,968
Inventories		10,232
Prepaid expenses		7,912
Deferred customer support contract costs		6,607
Property and equipment		20,355
Goodwill		23,428
Customer relationships		17,247
Trade names		3,317
Noncompetition agreements		1,327

Total assets acquired		135,806

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)


Liabilities Assumed:
Accounts payable and accrued expenses		(53,321	)
Customer deposits		(7,665	)
Deferred revenue		(15,694	)

Total liabilities assumed		(76,680	)

Net assets acquired	$	59,126

As a result of the acquisition, a portion of the consideration, approximately $8,000,000, was placed in an escrow account. The total escrow is included in cash consideration paid in the table above. The funds in the escrow account are to secure the sellers’ and management’s indemnification obligations in the purchase agreement. The funds held in escrow after settlement of indemnification claims of the buyer will be paid to the sellers at a future date.

As of the acquisition date, the preliminary fair value of accounts receivable, not expected to be collected, was approximately $1,300,000.

Rockefeller Group Technology Solutions, Inc.

On September 15, 2017, the Company, through its subsidiary ConvergeOne, acquired all of the outstanding stock of Rockefeller Group Technology Solutions, Inc. (“RGTS”) for cash consideration of $20,852,000. The Company incurred transaction costs of $612,000 related to the acquisition and included the amount in general and administrative expense on the consolidated statements of income for the nine months ended September 30, 2017 (unaudited).

The acquisition was accounted for as a business combination and the assets acquired and liabilities assumed were recognized based on the estimated fair values at the acquisition date as determined by the Company’s management, using information currently available and current assumptions as to projections of future events and operating performance, and consideration of market conditions. The purchase accounting is preliminary and subject to completion including certain fair value measurements, particularly the finalization of the valuation assessment of the acquired tangible and intangible assets. The adjustments arising from the completion of the outstanding matters may materially affect the preliminary purchase accounting. The purchase price allocation will be finalized as soon as practicable within the measurement period, but not later than one year following the acquisition date.

The Company paid a premium over the fair value of the net tangible and identified intangible assets acquired, resulting in goodwill of approximately $9,185,000. The premium paid is attributed to the RGTS’s presence in the business communications industry and its growth potential. Goodwill recognized will be deductible for income tax purposes. The results of the acquisition are included in the accompanying consolidated statements of income from the acquisition date forward and have not been separately presented as they are not material.

The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands):


Assets Acquired:
Trade accounts receivable	$	1,880
Inventories		20
Prepaid expenses		1,513
Property and equipment		4,363
Goodwill		9,185
Customer relationships		4,426
Noncompetition agreements		170

Total assets acquired		21,557

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)


Liabilities Assumed:
Accounts payable and accrued expenses		(705	)

Total liabilities assumed		(705	)

Net assets acquired	$	20,852

As a result of the acquisition, a portion of the consideration, approximately $2,200,000, was placed in an escrow account. The total escrow is included in cash consideration paid in the table above. The funds in the escrow account are to secure the sellers’ and management’s indemnification obligations in the purchase agreement. The funds held in escrow after settlement of indemnification claims of the buyer will be paid to the sellers at a future date.

As of the acquisition date, the preliminary fair value of accounts receivable, not expected to be collected, was approximately $358,000.

2015 Acquisitions

Sunturn, Inc.

On May 19, 2015, the Company, through its subsidiary NACR, acquired all of the outstanding stock of Sunturn for cash consideration of $8,744,000. The acquisition was accounted for as a business combination. Accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on the estimated fair values at the acquisition date as determined by the Company’s management, using information currently available and current assumptions as to projections of future events and operating performance, and consideration of market conditions.

The Company paid a premium over the fair value of the net tangible and identified intangible assets acquired, resulting in goodwill recorded of $2,813,000. The premium paid is attributed to Sunturn’s presence in the business communications industry and its growth potential. Goodwill recognized is deductible for income tax purposes. The results of the acquisition are included in the accompanying consolidated statements of income from the acquisition date forward.

The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands):


Assets Acquired:
Cash	$	1,038
Trade accounts receivable		5,899
Prepaid expenses		144
Property and equipment		312
Goodwill		2,813
Customer relationships		4,482
Trade names		199
Noncompetition agreements		86

Total assets acquired		14,973

Liabilities Assumed:
Accounts payable and accrued expenses		(5,429	)
Customer deposits		(800	)

Total liabilities assumed		(6,229	)

Net assets acquired	$	8,744

During 2016, the Company settled the working capital adjustment provision of the purchase agreement with the sellers resulting in an increase in goodwill of $650,000, which was accounted for prospectively.

As of the acquisition date, the fair value of accounts receivable not expected to be collected was $95,000.

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

MSN Communications, Inc.

On May 19, 2015, the Company, through its subsidiary Solutions, acquired all of the outstanding stock of MSN for cash consideration of $18,817,000. The acquisition was accounted for as a business combination. Accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on the estimated fair values at the acquisition date as determined by the Company’s management, using information currently available and current assumptions as to projections of future events and operating performance, and consideration of market conditions.

The Company paid a premium over the fair value of the net tangible and identified intangible assets acquired, resulting in goodwill recorded of $6,971,000. The premium paid is attributed to MSN’s presence in the business communications industry and its growth potential. Goodwill recognized is deductible for income tax purposes. The results of the acquisition are included in the accompanying consolidated statements of income from the acquisition date forward.

The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands):


Assets Acquired:
Cash	$	1,035
Trade accounts receivable		17,459
Prepaid expenses		191
Property and equipment		700
Goodwill		6,971
Customer relationships		11,493
Trade names		757
Noncompetition agreements		351

Total assets acquired		38,957

Liabilities Assumed:
Accounts payable and accrued expenses		(17,818	)
Customer deposits		(2,322	)

Total liabilities assumed		(20,140	)

Net assets acquired	$	18,817

During 2016, the Company settled the working capital adjustment provision of the purchase agreement with the sellers resulting in an increase in goodwill of $172,000, which was accounted for prospectively. In addition, the Company finalized the fair value determination of accounts payable and accrued expenses as of the acquisition date, which was accounted for prospectively. The final determination of accounts payable and accrued expenses resulted in a decrease in goodwill of $237,000.

As of the acquisition date, the fair value of accounts receivable not expected to be collected was approximately $805,000.

SIGMAnet, Inc.

On December 4, 2015, the Company, through its subsidiary Solutions, acquired all of the outstanding stock of SIGMAnet for cash consideration of $47,851,000. The acquisition was accounted for as a business combination. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the acquisition date as determined by the Company’s management, using information currently available and current assumptions as to projections of future events and operating performance, and consideration of market conditions.

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

The Company paid a premium over the fair value of the net tangible and identified intangible assets acquired, resulting in goodwill recorded of $27,820,000. The premium paid is attributed to the SIGMAnet’s presence in the business communications industry and its growth potential. Goodwill recognized will be deductible for income tax purposes. The results of the acquisition are included in the accompanying consolidated statements of income from the acquisition date forward.

The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands):


Assets Acquired:
Cash	$	6,537
Trade accounts receivable		27,206
Inventories		1,055
Prepaid expenses		167
Deferred income taxes		363
Property and equipment		1,973
Goodwill		27,820
Customer relationships		10,336
Trade names		1,842
Noncompetition agreements		164

Total assets acquired		77,463

Liabilities Assumed:
Accounts payable and accrued expenses		(13,187	)
Distribution financing plan payable		(15,275	)
Customer deposits		(1,072	)
Deferred revenue		(78	)

Total liabilities assumed		(29,612	)

Net assets acquired	$	47,851

As of December 31, 2015, the purchase price was allocated on a preliminary basis to the tangible and identifiable intangible assets acquired and the liabilities assumed based on the estimated fair values at the acquisition date, as determined by the Company’s management, based upon information currently available, current assumptions as to future operations, and consideration of market conditions. Due to the timing of the acquisition, the Company did not complete the final purchase price allocation until 2016. Adjustments to the preliminary amounts during the measurement period, which were the result of information that existed as of the acquisition date, were recognized prospectively. The adjustments resulted in an increase in goodwill of $13,634,000, a decrease in finite-life intangibles of $12,567,000, a decrease in trade accounts receivable of $1,192,000, a decrease in deferred income tax assets of $153,000, and an increase in accounts payable and accrued expenses of $787,000. The impact on the consolidated statement of income was a decrease in cost of revenue of $157,000 and a decrease in operating expenses of $60,000 and an increase in income before income taxes of $217,000.

As a result of the acquisition, a portion of the consideration, $2,925,000, was placed in an escrow account. All of the escrow was released to the sellers in 2016 and is included in cash consideration paid in the table above.

As of the acquisition date, the fair value of accounts receivable not expected to be collected was $2,202,000.

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

3. Trade Accounts Receivable

The following is a roll forward of our allowance for doubtful accounts (in thousands):


	Balance at Beginning of Period		Amount Charged to Costs or Expense		Deductions ⁽¹⁾		Balance at End of Period
Year ended December 31, 2015	$	150	$	353	$	(120)	$	383
Year ended December 31, 2016	$	383	$	1,090	$	(449)	$	1,024
Nine months ended September 30, 2017 (unaudited)	$	1,024	$	557	$	(544)	$	1,037

(1)	Deductions include actual accounts written off, net of recoveries.

4. Property and Equipment

Property and equipment and accumulated depreciation is as follows (in thousands):


	Estimated Useful Lives	December 31,						September 30, 2017
	Estimated Useful Lives	2015			2016			September 30, 2017
								(unaudited)
Furniture, fixtures and equipment	Five to 10 years	$	6,922		$	10,413		$	30,274
Software	3 years		8,894			14,265			25,284
Leasehold improvements	Lesser of life or lease term		1,368			1,755			3,474

			17,184			26,433			59,032
Less accumulated depreciation			(5,041	)		(11,078	)		(17,202	)

		$	12,143		$	15,355		$	41,830

5. Goodwill and Finite-Life Intangible Assets

Goodwill

The changes in the carrying amount of goodwill is as follows (in thousands):


Balance as of December 31, 2014	$	220,966
Acquisitions		23,385

Balance as of December 31, 2015		244,351
Measurement period adjustments		14,219

Balance as of December 31, 2016		258,570
Acquisitions		50,323

Balance as of September 30, 2017 (unaudited)	$	308,893

During the year ended December 31, 2016, goodwill increased (decreased) by $13,634,000, $650,000, and $(65,000) associated with measurement period adjustments to the SIGMAnet, Sunturn, and MSN acquisitions, respectively. These adjustments were recorded prospectively under ASU 2015-16.

Finite-life Intangibles

In connection with the acquisitions of Holdings and Spanlink in 2014, the acquisitions of Sunturn, MSN, and SIGMAnet in 2015, and the acquisitions of Annese, SPS, and RGTS in 2017, the Company acquired certain

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

customer relationships, trademarks, noncompetition agreements, and internally developed software. The Company’s management determined, based upon information available at the time of acquisition and on certain assumptions as to future operations and market considerations, the values of the finite-life intangibles as follows: trademarks, using the relief from royalty method; and customer relationships, noncompetition agreements and internally developed software using, in part, a discounted cash flow method. The amortization periods were estimated by management, considering both the economic and legal lives, as well as the expected period of benefit.

Finite-life intangible assets consist of the following (in thousands):


	December 31,						September 30, 2017			Useful Life (Years)		Weighted-Average Remaining Life (Years) ⁽¹⁾
	2015			2016			September 30, 2017
							(unaudited)
Customer relationships	$	159,958		$	147,617		$	173,912			5-10		5.7
Trademarks		35,522			35,878			40,019			2-10		6.8
Noncompetition agreements		4,857			4,276			6,066			1-5		2.0
Internally developed software		541			541			541			10		7.3

		200,878			188,312			220,538
Less accumulated amortization		(31,236	)		(53,692	)		(71,583	)

Finite-life intangibles, net	$	169,642		$	134,620		$	148,955

(1)	As of September 30, 2017

During the years ended December 31, 2015 and 2016 and the nine months ended September 30, 2016 and 2017 (unaudited), aggregate amortization expense was $20,247,000, $22,456,000, $16,826,000, and $17,891,000, respectively. Based on the recorded intangible assets at September 30, 2017 (unaudited), estimated amortization expense is expected to be as follows (in thousands):


Years Ending December 31,
2017 (remaining three months)	$	7,441
2018		28,717
2019		27,745
2020		24,189
2021		21,178
2022 and thereafter		39,685

Total	$	148,955

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C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

6. Debt

Long-term debt consisted of the following (in thousands):


	December 31,						September 30, 2017
	2015			2016			September 30, 2017
							(unaudited)
Revolving line-of-credit	$	10,000		$	—		$	26,000
Term loan facility		—			—			503,925
First lien term loan		236,772			324,138			—
Second lien term loan		80,000			80,000			—

Total long-term debt		326,772			404,138			529,925
Less unamortized original issue discount		(2,246	)		(2,761	)		(4,662	)
Less unamortized deferred financing costs		(7,614	)		(9,089	)		(5,710	)

Total long-term debt, net of debt issuance cost		316,912			392,288			519,553
Less current maturities		(2,404	)		(3,324	)		(5,050	)

Long-term debt, net	$	314,508		$	388,964		$	514,503

June 2017 Credit Facilities (unaudited)

Senior Secured Term Loan

On June 20, 2017, Holdings and our subsidiary, and direct corporate parent of Holdings, C1 Intermediate Corp. (“Intermediate”) entered into a Term Loan Agreement (the “Term Loan Agreement”) with JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent. The Term Loan Agreement provides for senior secured term loans in the aggregate principal amount of $430,000,000 (the “Term Loans”). A portion of the proceeds of the Term Loans were used to repay the June 2014 Credit Facilities described below and to pay debt issuance costs. The remaining proceeds will be used for working capital needs and general corporate purposes.

Principal installments in the amount of $1,262,500 are due on the last business day of each quarter, commencing September 30, 2017, with the remaining outstanding principal amount to be paid on its maturity date of June 20, 2024.

The obligations under the Term Loan Agreement are unconditionally and irrevocably guaranteed by Intermediate and certain restricted subsidiaries of Holdings. In addition, the obligations under the Term Loan Agreement are secured by a first priority lien on substantially all assets of Holdings and each guarantor, except for the assets secured by a first priority lien under the Revolving Loan Credit Agreement discussed below, on which the Company has granted a second priority lien to secure the obligations under the Term Loan Agreement. In connection with the Term Loan Agreement, Intermediate, Holdings and its restricted subsidiaries are subject to various restrictive covenants, including, among other things, restrictions on dividends. Prepayments of principal are required under the agreement based upon a calculation of excess cash flows commencing with the year ending December 31, 2018.

The Company is permitted to repay outstanding Term Loans at any time without premium or penalty, unless such payment is made prior to June 20, 2018 in connection with a repricing transaction as described in the Term Loan Agreement, in which case the Company is required to pay a premium of 1% of the Term Loans so prepaid.

The Term Loans bear interest at 3.75% above the alternate base rate or 4.75% above the Eurodollar rate, as described in the agreement. Interest on the Eurodollar rate Term Loans is payable on the last day of the Interest

F-59

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Period, as defined in the Term Loan Agreement, and interest on alternate base rate Term Loans is payable on the last day of each quarter. Borrowings under the Term Loans had an interest rate of 6.09% at September 30, 2017.

The Company incurred financing transaction costs of approximately $4,778,000 and an original issue discount $4,300,000 related to the Term Loan Agreement which the Company will amortize over the term of the credit agreement.

In July 2017, Holdings borrowed an additional $75,000,000 of term loans under an incremental amendment to the Term Loan Agreement, which loans are part of the same class of, and on the same terms as, the initial Term Loans. Proceeds from the incremental amendment were used for the Annese acquisition, discussed in Note 2, and will be used for other acquisitions and general corporate purposes.

The Company incurred financing transaction costs of approximately $1,833,000 related to the incremental term loan joinder agreement. The Company expensed $973,000 of direct issuance costs incurred within interest expense on the consolidated statement of income and will amortize $860,000 over the remaining term of the credit agreement.

On October 25, 2017, Holdings borrowed an additional $60,000,000 of term loans under an incremental amendment to the Term Loan Agreement, which loans are part of the same class of, and on the same terms as, the initial Term Loans. Proceeds from the incremental amendment were used to repay acquisition indebtedness related to the SPS acquisition, discussed in Note 2, and will be used for other acquisitions and general corporate purposes.

Senior Secured Revolving Loan Facility

On June 20, 2017, Holdings and Intermediate entered into a Revolving Loan Credit Agreement (the “Revolver Agreement”) with Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”) as the administrative agent and collateral agent and as Floorplan Funding Agent. The Revolver Agreement provides a senior secured revolving loan facility of $150,000,000 aggregate principal amount of revolving loans and amends and restates the existing floorplan agreement with Wells Fargo in order to extend credit in the form of a floorplan subfacility. The Revolver Agreement matures on June 20, 2022.

The obligations under the Revolver Agreement are unconditionally and irrevocably guaranteed by Intermediate and certain restricted subsidiaries of Holdings. The obligations under the Revolver Agreement are secured by a first priority lien on the receivable accounts, inventory, and deposit and securities accounts, and a second priority lien on substantially all of the other assets of Holdings and each guarantor. The aggregate principal amount of the revolving loans and floorplan advances is limited to a Borrowing Base as defined by the Revolver Agreement, reduced by outstanding letters of credit. Mandatory prepayments are required in the event that the sum of the outstanding principal amount of the revolving loans, letters of credit and floorplan advances exceeds the lesser of (i) the aggregate revolving commitments of $150,000,000 or (ii) the Borrowing Base, in an amount equal to the excess.

The Revolver Agreement contains a number of covenants including, among other things, requirements to maintain certain financial ratios and restrictions on dividends. If the Revolving Exposure, as described in the Revolver Agreement, exceeds the lesser of the revolving loan commitments or the borrowing base, the Revolver Agreement requires the Company to prepay outstanding Revolving Loans in an aggregate amount equal to such excess. The Company is permitted to repay outstanding Revolving Loans at any time without premium or penalty.

Borrowings under the Revolver Agreement bear interest at rates ranging from 0.25% to 0.75% above the alternate base rate or from 1.25% to 1.75% above the Eurodollar rate as described in the Revolver Agreement, in each case based on availability under the Revolver Agreement as of such interest payment date. A commitment fee equal to 0.250% or 0.375% per annum (based on availability under the Revolver Agreement) times the average daily unused amount of the available revolving commitments is payable on the last day of each quarter.

F-60

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

At September 30, 2017 (unaudited), the Borrowing Base was $150,000,000. There were no letters of credit outstanding, the outstanding balance on the revolver was $26,000,000, and the outstanding floorplan balance was $32,994,000; therefore, the maximum borrowing available was $91,006,000 at September 30, 2017.

The Company incurred financing transaction costs of approximately $927,000 related to the Revolver Agreement which the Company will amortize over the term of the agreement.

June 2014 Credit Facilities

In June 2014, Holdings, Intermediate and certain subsidiaries of Holdings obtained financing from a loan syndication with several lenders and entered into first and second lien credit agreements containing a revolving line-of-credit commitment and two term loans totaling $270,000,000. Principal installments were due quarterly through June 17, 2020 on the first lien term loan; the second lien term loan was payable in full on June 17, 2021. The revolving line-of-credit commitment had a maximum borrowing availability of $25,000,000, which was reduced by outstanding letters of credit, through June 17, 2019, if any. In May 2015, Holdings borrowed an additional $50,000,000 under an incremental joinder agreement related to the first lien term loan.

Borrowings under the credit agreements were secured by substantially all assets of Holdings, Intermediate and each guarantor. In connection with the credit agreements, Holdings, Intermediate and each guarantor were subject to various restrictive covenants, including, among other things, requirements to maintain certain financial ratios and restrictions on dividends. Prepayments of principal were required under the agreements for the first lien and second lien term loans based upon a calculation of excess cash flows commencing with the year ending December 31, 2015. There were no prepayments of principal required at December 31, 2015 or 2016.

Advances under the revolving line of credit bore interest at 4.00% (applicable margin) above the base rate or 5.00% above the Eurocurrency rate as defined in the agreement. Borrowings under the first and second lien term loans bore interest at 4.00% and 7.00%, respectively, above the base rate or 5.00% and 8.00%, respectively, above the Eurocurrency rate as defined in the agreement. Interest is payable on the last day of the interest period as defined in the agreements.

In October 2016, the first and second lien credit agreements including the revolving line-of-credit commitment were amended. Holdings borrowed an additional $90,000,000 on the first lien term loan. Interest on borrowings under the first and second lien term loans increased to 4.375% and 8.00%, respectively, above the base rate or 5.375% and 9.00%, respectively, above the Eurocurrency rate as defined in the agreements. Principal installments on the first lien term loan increased to $831,000 payable quarterly through June 17, 2020. The maximum borrowing availability of the revolver increased $40,000,000 to $65,000,000. There was no change in the maturity dates. The additional funds borrowed were used to pay dividends to Class A Common stockholders as discussed in Note 7—Stockholders’ Equity (Deficit).

Certain lenders did not participate in the amendment to the credit agreements, therefore the amendment was accounted for as a debt modification with respect to amounts that remained in the syndicate and debt extinguishment with respect to the amounts that exited the syndicate.

In accordance with the applicable accounting guidance for debt modification and extinguishment, and for interest costs accounting, the Company expensed $1,470,000 in extinguishment costs incurred, the remaining unamortized debt issuance costs of $989,000 and the remaining unamortized original issue discount of $288,000 relating to the amounts that exited the syndicate and amounts considered “substantially different.” The Company reported these expenses within interest expense on the consolidated statement of income for the year ended December 31, 2016.

The Company incurred financing transaction costs of approximately $6,068,000 related to the amendments and an original issue discount $1,350,000. In accordance with the accounting for debt modification, the Company

F-61

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

expensed $1,739,000 of direct issuance costs incurred within interest expense on the consolidated statement of income and will amortize $5,679,000 over the remaining term of the credit agreement.

In March 2017, the Company entered into an incremental term loan joinder agreement with its lender to increase the first lien term loan commitments in an aggregate amount of $50,000,000, subject to various terms and conditions. The interest rates, security agreement, restrictive covenants, and maturity date was the same as the outstanding first lien term loans. There was a commitment fee for the unused portion of the incremental term loan.

The Company incurred financing transaction costs of approximately $703,000 related to the incremental term loan joinder agreement. The Company expensed $556,000 of direct issuance costs incurred within interest expense on the consolidated statement of income and will amortize $147,000 over the remaining term of the credit agreement.

The Company made an initial $10,000,000 draw under the new agreement for working capital purposes in March 2017 and received proceeds of $9,353,000, net of related fees and expenses.

Borrowings under the first and second lien term loans had interest rates of 6.00% and 9.00%, respectively, at December 31, 2015. Borrowings under the first and second lien term loans had interest rates of 6.375% and 10.00%, respectively, at December 31, 2016. The interest rate on the revolving line-of-credit balance was 6.00% as of December 31, 2015 and 2016, but can vary depending upon whether the Company elects to use the Eurocurrency rate or the base rate. A commitment fee is charged at 0.50% on the amount by which the revolving line-of-credit commitment exceeds the outstanding line-of-credit balance. There were no letters of credit outstanding at either December 31, 2015 or 2016; therefore, the maximum borrowing available was $25,000,000 at December 31, 2015 and $65,000,000 at December 31, 2016.

On June 20, 2017, concurrent with entering into the Term Loan Agreement and Revolver Agreement, we terminated the June 2014 Credit Facilities including the first and second lien credit agreements containing a revolving line-of-credit commitment. We accounted for this termination as debt extinguishment and in accordance with the applicable accounting guidance for debt modification and extinguishment, and for interest costs accounting, the Company expensed $3,353,000 in extinguishment costs incurred, the remaining unamortized debt issuance costs of $2,388,000 and the remaining unamortized original issue discount of $7,897,000 relating to the June 2014 Credit Facilities. The Company reported these expenses within interest expense on the consolidated statement of income for the nine months ended September 30, 2017.

Floor Planning Facilities

At the time of the acquisition by Solutions, SIGMAnet had a distribution financing agreement in place with GE Commercial Distribution Finance Corporation (“GE”) for financing inventory purchases. The agreement allowed for the purchase of inventory up to certain limitations of eligible accounts receivable and inventory balances. Advances under the agreement were collateralized by accounts receivable and inventory. The base credit line under this agreement was $35,000,000, with an outstanding balance of $15,275,000 at the acquisition date and $10,585,000 outstanding as of December 31, 2015, and is included in accounts payable on the consolidated balance sheets. The agreement was suspended as of the acquisition date with the amounts due to GE under the agreement being paid in the normal course of business.

In February 2016, an amended agreement was signed with GE which provided for a $10,000,000 credit limit collateralized by certain accounts receivable balances. Advances under the agreement must be paid within 60 days or by the end of the free flooring period (which ranges from 45 to 90 days) to avoid interest charges. Any balances not paid within the terms would accrue interest at prime rate but not less than 4.25% plus 0.50%. In March 2016, Wells Fargo & Company purchased GE and a new agreement was signed with Wells Fargo

F-62

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Commercial Distribution Finance, LLC (“Wells Fargo”), in April 2016 with a base credit line of $20,000,000. The outstanding balance at December 31, 2016 was $9,677,000 and is included in accounts payable on the consolidated balance sheets.

In March 2017, the Company amended and restated the foregoing existing floor planning facilities with Wells Fargo pursuant to an amended and restated inventory financing agreement. The agreement allowed for the purchase of inventory up to certain limitations of eligible accounts receivable and inventory balances. Advances under the agreement are collateralized by accounts receivable and inventory subject to the agreement. The facility available to the Company under the agreement is a discretionary facility with a former base credit line of up to $65,000,000. Advances under the agreement must have been paid within 60 days or by the end of the free flooring period (which ranges from 45-90 days) to avoid interest charges. Any balances not paid within the terms would accrue interest at the prime rate but not less than 4.25% plus 0.50%.

On June 20, 2017, concurrent with entering into the Revolver Agreement, the Company amended and restated the foregoing existing floor planning facilities with Wells Fargo to extend credit in the form of floorplan advances up to an aggregate principal amount of $150,000,000. If advances under the agreement are not paid within 60 days or by the end of the free flooring period (which ranges from 45-90 days), the floorplan advance automatically converts to a revolving loan subject to terms under the Revolver Agreement.

The outstanding balance of floorplan advances at September 30, 2017 (unaudited) was $32,994,000 and is included in accounts payable on the consolidated balance sheets.

Debt Issuance Costs

The Company amortizes original issue discount and deferred financing costs (debt issuance cost) using the effective interest method over the life of the related instrument, and such amortization is included in interest expense in the consolidated statements of income.

Debt issuance costs are as follows (in thousands):


	Revolving Line of Credit			Term Loan			First Lien Term Loan			Second Lien Term Loan			Total
Balance as of December 31, 2014	$	321		$	—		$	6,873		$	3,276		$	10,470
Additions		—						1,418			—			1,418
Amortization		(72	)					(1,449	)		(507	)		(2,028	)

Balance as of December 31, 2015		249			—			6,842			2,769			9,860
Additions		2,393			—			2,567			719			5,679
Extinguishment		—			—			(35	)		(1,242	)		(1,277	)
Amortization		(253	)		—			(1,675	)		(484	)		(2,412	)

Balance as of December 31, 2016		2,389			—			7,699			1,762			11,850
Additions (unaudited)		927			9,938			147			—			11,012
Extinguishment (unaudited)		(1,933	)		—			(6,775	)		(1,577	)		(10,285	)
Amortization (unaudited)		(507	)		(442	)		(1,071	)		(185	)		(2,205	)

Balance as of September 30, 2017 (unaudited)	$	876		$	9,496		$	—		$	—		$	10,372

F-63

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Long-term Debt Maturities

The approximate future principal payments on long-term debt at September 30, 2017 (unaudited), is as follows (in thousands)


Years Ending December 31,	Debt
2017 (remaining three months)	$	27,263
2018		5,050
2019		5,050
2020		5,050
2021		5,050
2022 and thereafter		482,462

Total		529,925
Less unamortized debt issuance costs		(10,372	)

Total debt	$	519,553

7. Stockholders’ Equity (Deficit)

The Company has two classes of common stock authorized, Class A and Class B.

Voting

Except as otherwise expressly provided in the Company’s Amended and Restated Certificate of Incorporation, or the Restated Certificate, each holder of Class A Common Stock is entitled to one vote per share. Except as provided by law and in the event of any increase or decrease in the number of authorized shares of Class B Common Stock, the holders of Class B Common Stock have no voting rights.

Conversion

Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock immediately prior to the closing of a firmly underwritten public offering, or a Public Offering, of the Company’s common stock. Class B Common Stock will continue to be subject to vesting conditions as discussed below. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the Restated Certificate.

Dividends

The holders of the Class A Common Stock are entitled to receive dividends in preference to the holders of the Class B Common Stock until the holders of the Class A Common Stock have received at least $1.00 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares), or the Original Issue Price. After the payment of the Class A preferential dividends, the holders of the Class A Common Stock and Class B Common Stock are entitled to share equally, on a per share basis, in all dividends declared by the Board of Directors.

On October 17, 2016, the Board of Directors declared a dividend payable to Class A Common stockholders in the cumulative amount of approximately $89,862,000. The dividend was paid in conjunction with the amendment to the first and second lien credit agreements and thus, permitted by the lenders. The dividends paid exceeded the Company’s retained earnings at the time of declaration by $80,925,000 and, as a result, the excess was recorded as a reduction to paid-in-capital. As a result of such dividend, the holders of the Class A Common Stock are no longer entitled to receive any preferential dividends or preferential amounts in the event of any liquidation, dissolution, winding up or change of control transaction.

F-64

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Restricted Class B Common Stock

In June 2014, we issued 11,674,430 shares of Class B Common Stock to employees and members of the Board of Directors in connection with the acquisition of Holdings. These shares are subject to vesting and the shares are subject to a repurchase right held by us, as further described below. These shares of Class B Common Stock were issued to each holder as 50% Tranche 1 shares, 25% Tranche 2 shares and 25% Tranche 3 shares.

The shares of Class B Common Stock were valued at the estimated fair value at the time of issuance and are being amortized as compensation expense on a straight-line basis over the period in which they are earned by the individuals. The grant-date fair value of our awards was calculated using the Black-Scholes option-pricing model with the weighted-average assumptions listed in Note 8—Stock-based Compensation.

The fair value of the common stock has historically been determined by management, in part, based upon periodic valuation studies obtained from a third party valuation firm. In performing our valuation, the valuation firm engaged in discussions with management, analyzed historical and forecasted financial statements, and reviewed corporate documents. In addition, these valuation studies were based on a number of assumptions, including industry, general economic and market conditions that could reasonably be evaluated at the time of the valuation.

Tranche 1 shares vest over a five-year period; 40% vest on the two-year anniversary of issuance, and the balance vest ratably over the remaining three-year period, subject to the holder’s continuous service to the Company as of such vesting date. In the event of a change in control and if the holder’s employment with the Company is terminated without cause or the holder resigns for good reason within 24 months following the change in control, the vesting of 100% of the Tranche 1 shares will accelerate.

Tranche 2 shares vest on the day prior to the ten-year anniversary of issuance, subject to the holder’s continuous service to the Company as of such vesting date. Subject to the holder’s continuous service to the Company as of the date immediately prior to such event, the vesting of 100% of the Tranche 2 shares will accelerate in the event of any change in control or Public Offering Sale in which Clearlake receives gross proceeds in such transaction in consideration for the shares of Class A Common Stock held by Clearlake that exceeds two times the amount of paid-in capital received by the Company from Clearlake, plus any accrued and unpaid dividends, less any declared and paid cash dividends with respect to the Class A Common Stock issued to Clearlake. Public Offering Sale shall mean the consummated sale of shares of the Company by Clearlake for its own account pursuant to the Public Offering, together with all consummated secondary sales and/or public offerings of the Company’s shares by Clearlake.

Tranche 3 shares vest on the day prior to the ten-year anniversary of issuance, subject to the holder’s continuous service to the Company as of such vesting date. Subject to the holder’s continuous service to the Company as of the date immediately prior to such event, the vesting of 100% of the Tranche 3 shares will accelerate in the event of any change in control or Public Offering Sale in which Clearlake receives gross proceeds in such transaction in consideration for the shares of Class A Common Stock held by Clearlake that exceeds 2.5 times the amount of paid-in capital received by the Company from Clearlake, plus any accrued and unpaid dividends, less any declared and paid cash dividends with respect to the Class A Common Stock issued to Clearlake.

Upon the termination of continuous service of a holder, other than termination by the Company without cause, the holder’s death or permanent disability, or resignation by holder following certain reductions in salary, the Company may repurchase the Class B shares held by such holder at a price of $0.01 per share.

Upon the termination of continuous service of a holder by the Company with cause, the Company may repurchase the Class B shares held by such holder at a price of $0.01 per share.

F-65

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Upon the termination of continuous service of a holder by the Company without cause, following the holder’s death or permanent disability, or resignation by holder following certain reductions in salary, the Company may repurchase the unvested Class B shares at a price of $0.01 per share and the Company may repurchase the vested Class B shares at a price equal to the fair market value of such shares.

Restricted Class A Common Stock

In June 2014, the Company issued 4,208,258 shares of Class A Common Stock to employees and members of the Board of Directors in connection with the acquisition of Holdings. These shares are subject to a repurchase right held by us.

Upon the termination of continuous service of a holder, other than termination by the Company without cause, the holder’s death or permanent disability, or resignation by holder following certain reductions in salary, the Company may repurchase the Class A shares held by such holder at a price of $1.00 per share.

Upon the termination of continuous service of a holder by the Company with cause, the Company may repurchase the Class A shares held by such holder at a price of $1.00 per share.

Upon the termination of continuous service of a holder by the Company without cause, following the holder’s death or permanent disability, or resignation by holder following certain reductions in salary, the Company may repurchase the Class A shares at a price equal to $1.00 per share, plus 5% of $1.00 per share measured per annum (on a non-compounding basis) measured from the issuance date through such termination date.

The repurchase right with respect to the Class A shares shall lapse and terminate immediately following a public offering or change in control.

See Note 8—Stock-based Compensation regarding a summary of shares vested during the periods presented in the financial statements.

8. Stock-based Compensation

The Company’s 2014 Equity Incentive Plan, or the Plan, provides for the issuance of incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, and other awards.

Pursuant to the Plan, the Company issued options to purchase Class B Common Stock in 2014 to management employees in connection with the acquisition of Holdings. Additional options were issued to employees, consultants and non-employee members of the Board of Directors in 2015, 2016, and 2017. All options are subject to vesting and subject to future services to be rendered to the Company.

Certain of the options allow for early exercise, and the shares acquired via early exercise of the options are subject to continued vesting and a repurchase right held by us.

As of December 31, 2015 and 2016 and September 30, 2017 (unaudited), there were 4,589,404 shares, 4,952,155 shares, and 5,517,524 shares of Class B Common Stock reserved for issuance under the Plan, respectively. As of December 31, 2015 and 2016 and September 30, 2017 (unaudited), 4,179,155 shares, 4,902,155 shares, and 5,517,524 shares, net of forfeitures were granted, respectively. As of December 31, 2015 and 2016, 410,249 and 50,000 shares remain available for future grants, respectively. As of September 30, 2017 (unaudited), there are no shares remaining for future grants.

Options

The Company’s option awards are typically issued with one of three vesting schedules: Tranche 1, Tranche 2 and Tranche 3.

F-66

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Tranche 1 options vest and become exercisable over a five-year period; 40% vest on the two-year anniversary of issuance, and the balance vest ratably over the remaining three-year period, subject to the holder’s continuous service to the Company as of such vesting date.

Tranche 2 options vest and become exercisable on the day prior to the ten-year anniversary of issuance, subject to the holder’s continuous service to the Company as of such vesting date. Subject to the holder’s continuous service to the Company as of the date immediately prior to such event, the vesting of 100% of the Tranche 2 shares will accelerate in the event of any change in control or Public Offering Sale in which Clearlake receives gross proceeds in such transaction in consideration for the shares of Class A Common Stock held by Clearlake that exceeds two times the amount of paid-in capital received by the Company from Clearlake, plus any accrued and unpaid dividends, less any declared and paid cash dividends with respect to the Class A Common Stock issued to Clearlake.

Tranche 3 options vest and become exercisable on the day prior to the ten-year anniversary of issuance, subject to the holder’s continuous service to the Company as of such vesting date. Subject to the holder’s continuous service to the Company as of the date immediately prior to such event, the vesting of 100% of the Tranche 3 shares will accelerate in the event of any change in control or Public Offering Sale in which Clearlake receives gross proceeds in such transaction in consideration for the shares of Class A Common Stock held by Clearlake that exceeds 2.5 times the amount of paid-in capital received by the Company from Clearlake, plus any accrued and unpaid dividends, less any declared and paid cash dividends with respect to the Class A Common Stock issued to Clearlake.

Equity awards were valued at their estimated fair value at the time of issuance and are being amortized as compensation expense on a straight-line basis over the period in which they are earned by the individuals. The grant-date fair value of our option grants was calculated using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	Year Ended December 31,						Nine Months Ended September 30, 2017
	2015			2016			Nine Months Ended September 30, 2017
							(unaudited)
Expected life (in years)		6.6			8.6			8.8
Expected volatility		46.1	%		43.1	%		42.9	%
Dividend yield		0.0	%		0.0	%		0.0	%
Risk-free interest rate		2.1	%		2.1	%		2.2	%

There were no Tranche 1 options to purchase Class B common stock issued as of December 31, 2015. As of December 31, 2016 and September 30, 2017 (unaudited), 219,000 and 261,000, respectively, Tranche 1 options to purchase Class B common stock issued to certain employees and directors were outstanding, of which 55,000 were vested.

As of December 31, 2015 and 2016 and September 30, 2017 (unaudited), 750,000, 1,254,000 and 1,296,000, respectively, options to purchase Class B Common Stock only vest upon the Company experiencing a change of control or Public Offering Sale and provide a return of value when Clearlake achieves an exit return target, or otherwise cliff vest the day prior to the 10 year anniversary of issuance, as described above.

F-67

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

A summary of the stock option activity is presented below (in thousands, except per share amounts):


	Shares Underlying Options			Weighted- Average Exercise Price		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value ⁽¹⁾		Weighted- Average Remaining Contract Terms (Years)
Balance at December 31, 2014		1,864		$	0.01	$	0.15	$	—		9.9
Granted		1,057			0.01		0.15
Forfeited		(210	)		0.01		0.15
Exercised		(1,961	)		0.01		0.15

Balance at December 31, 2015		750			0.01		0.15		1,208		8.8
Granted		773			1.62		0.82
Forfeited		(50	)		1.62		0.87
Exercised		—

Balance at December 31, 2016		1,473			0.80		0.48		3,829		8.5
Granted (unaudited)		616			3.40		1.63
Forfeited (unaudited)		—
Exercised (unaudited)		(531	)		3.40		1.66

Balance at September 30, 2017 (unaudited)		1,558		$	0.94	$	0.53	$	3,829		7.8

Fully vested and expected to vest— September 30, 2017 (unaudited)		1,507		$	0.91	$	0.51	$	3,746		7.8
Exercisable at September 30, 2017 (unaudited)		55		$	1.62	$	0.66	$	98		8.4

(1)	Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options at the date of measurement.

The table above includes approximately 529,000 options granted to a non-employee in January 2015 for services rendered, all of which were early exercised during the year ended December 31, 2015.

The activity of the unvested options is presented below (in thousands, except per share amounts):


	Shares Underlying Options			Weighted- Average Grant- Date Fair Value Per Option
Balance at December 31, 2015		750		$	0.15
Granted		773			0.82
Vested		(15	)		0.65
Forfeited		(50	)		0.87

Balance at December 31, 2016		1,458			0.47
Granted (unaudited)		616			1.63
Vested (unaudited)		(40	)		0.66
Exercised (unaudited)		(531	)		1.66

Balance at September 30, 2017 (unaudited)		1,503		$	0.52

Class B Common Stock

As of December 31, 2015 and 2016, 7,350,868 shares and as of September 30, 2017 (unaudited), 7,415,336 shares of Class B Common Stock vest upon the Company experiencing a change of control or Public Offering

F-68

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

and provide a return of value when Clearlake achieves an exit return target, or otherwise cliff vest the day prior to the 10 year anniversary of issuance, as described above.

The activity for Class B common stock is presented below (in thousands, except per share amounts):


	Shares			Weighted- Average Grant- Date Fair Value Per Share
Unvested and outstanding at December 31, 2015		14,702		$	0.15
Vested		(2,835	)		0.15

Unvested and outstanding at December 31, 2016		11,867			0.15
Granted (unaudited)		531			1.66
Vested (unaudited)		(1,246	)		0.15
Repurchased (unaudited)		(402	)		0.15

Unvested and outstanding at September 30, 2017 (unaudited)		10,750		$	0.23

The table above includes approximately 529,000 shares issued to a non-employee upon early exercise of his stock options during the year ended December 31, 2015. Of these shares, 105,745 were vested as of December 31, 2016 and September 30, 2017 (unaudited), and none were vested as of December 31, 2015.

Expense

During the years ended December 31, 2015 and 2016 and the nine months ended September 30, 2016 and 2017 (unaudited), total estimated fair value of share awards and options granted to purchase Class B Common Stock was $88,000, $636,000, $648,000, and $1,000,000, respectively. Compensation expense recognized for equity awards for the years ended December 31, 2015 and 2016 and the nine months ended September 30, 2016 and 2017 (unaudited) was $233,000, $1,057,000, $883,000, and $521,000 respectively. At December 31, 2015 and 2016 and September 30, 2017 (unaudited) there was $887,000, $3,159,000, and $3,570,000, respectively, of unrecognized expense related to nonvested equity awards, which the Company expects to recognize over the next 4.1, 6.0, and 6.1 years, respectively.

Included within compensation expense are amounts related to a 2015 non-employee stock option grant, which is re-measured at the end of each reporting period until all options are vested, which accounted for $8,000, $538,000, $468,000, and $202,000 during the years ended December 31, 2015 and 2016 and the nine months ended September 30, 2016 and 2017 (unaudited), respectively. The increase in 2016 is due to an increase in the underlying fair value of the Company’s common stock, one of the specific assumptions used as an input to the Black-Scholes pricing model, which is updated quarterly for the re-measurement of the non-employee stock options. The fair value of the Company’s common stock, which was determined based on a valuation by a third-party firm in early October 2016, increased during 2016 as a result of the integration of several acquisitions made in 2015 and growth in EBITDA and revenues. At September 30, 2017 (unaudited), there was $1,046,000 of unrecognized expense related to non-employee nonvested equity awards.

9. Net Income (Loss) per Share

The Company applies the two-class method of computing net income (loss) per share in which net income (loss) is allocated to the two classes of common stock in the same fashion as dividends are distributed. The holders of the Class A Common Stock are entitled to receive dividends in preference to the holders of the Class B Common Stock as discussed above. After the payment of the Class A preferential dividends, the holders of the Class A and Class B Common Stock are entitled to share equally, on a per share basis, in all dividends declared

F-69

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

by the Board of Directors. As a result of the cash dividend paid in October 2016, the holders of the Class A Common Stock are no longer entitled to receive any preferential dividends or preferential amounts in the event of any liquidation, dissolution, winding up or change of control transaction. Shares of Class B Common Stock are considered participating securities subsequent to the dividend payment in October 2016 for computation of net income (loss) per share.

For the year ended December 31, 2015, holders of Class B Common Stock did not participate as they were not entitled to receive dividends since holders of Class A Common Stock had not received the full preferential dividends. Class A common stockholders received their preferential dividend of $89,862,000 in October 2016 resulting in an excess dividend above earnings and a theoretical net loss attributable solely to Class A common stockholders of $81,513,000 for the year ended December 31, 2016. Class B common stockholders do not participate in a loss.

The following is a reconciliation of the weighted-average number of shares used to compute basic and diluted net income (loss) per share (in thousands, except per share amounts):


	Year Ended December 31,				Nine Months Ended September 30,
	2015		2016		2016		2017
					(unaudited)
Numerator:
Net income (loss) attributable to Class A common stockholders	$	4,023	$	8,349	$	6,186	$	(13,185)
Denominator:
Weighted-average Class A common shares—basic		89,866		89,862		89,862		89,782
Effect of dilutive securities:
Stock options and non-vested shares		—		—		—		—

Weighted-average Class A common shares—diluted		89,866		89,862		89,862		89,782

Net income (loss) per share attributable to Class A common stockholders, basic and diluted	$	0.04	$	0.09	$	0.07	$	(0.15)

Had the distributions been made in prior years, the net income per share for the year ended December 31, 2016, considering both A and B common stock, would have been $0.09. There were no Class A dilutive securities for the years ended December 31, 2015 and 2016.

10. Fair Value Measurements

For certain of the Company’s financial instruments, including cash, accounts receivables, accounts payable, and accrued expenses, the carrying value approximates fair value due to the short-term maturities of these instruments.

The fair value of the Company’s contingent consideration resulting from the acquisition of Annese on July 14, 2017, approximates the carrying value of $4,000,000 as of September 30, 2017 (unaudited). The fair value of the contingent consideration liability was estimated using significant other unobservable inputs (Level 3 of the fair value hierarchy) based upon a risk-adjusted present value of the expected payments by us.

The fair value of the Company’s long-term debt as of December 31, 2015 and 2016 and September 30, 2017 (unaudited), approximates the carrying value of $326,772,000, $404,138,000, and $529,925,000, respectively. The Company uses significant other unobservable inputs to estimate fair value (Level 3 of the fair value hierarchy) of long-term debt based on the present value of future cash flows, interest rates, maturities, and collateral requirements available for companies with similar credit ratings.

F-70

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

For certain of the Company’s nonfinancial assets, including goodwill, intangible assets and property and equipment, the Company may be required to assess the fair values of these assets, on a recurring or nonrecurring basis, and record an impairment if the carrying value exceeds the fair value. In determining the fair value of these assets, the Company may use a combination of valuation methods, which include Level 3 inputs. For the periods presented, there were no impairment charges. See Notes 1—Nature of Business and Summary of Significant Accounting Policies and 5—Goodwill and Finite-Life Intangible Assets for additional information regarding the Company’s determination of fair value regarding goodwill and indefinite-lived intangible assets.

In conjunction with the acquisitions discussed in Note 2—Acquisitions, the Company used a combination of valuation methods which include Level 3 inputs in determining the fair values of the assets and liabilities acquired as well as the fair value of the consideration transferred.

11. Major Vendors and Economic Dependence

The Company has numerous technology partners whose communication products are purchased and resold. Although the Company purchases from a diverse vendor base, products manufactured by two of our vendors, Avaya Inc. (“Avaya”), and Cisco Systems, Inc., represented 41% and 25%, respectively, of the Company’s technology offerings revenue for the year ended December 31, 2015, 30% and 29%, respectively, for the year ended December 31, 2016, and 20% and 37%, respectively, for the nine months ended September 30, 2017 (unaudited). Avaya related revenue represented 33%, 27%, 27%, and 22% of the Company’s total consolidated revenue for the years ended December 31, 2015 and 2016 and the nine months ended September 30, 2016 and 2017 (unaudited), respectively.

Avaya filed for reorganization under Chapter 11 on January 19, 2017. As a result of this, new or existing customers may elect to delay purchasing decisions with respect to Avaya technology. Delays in customer purchasing decisions, or an election by the Company’s customers to purchase alternative technology offerings from the Company or its competitors, could result in lower revenues, gross profits or gross margins. Avaya announced in late October 2017 that the Bankruptcy Court approved Avaya’s plan of reorganization and expects to emerge from bankruptcy proceedings in the fourth quarter of 2017. Management continues to evaluate the impact that Avaya’s reorganization has had on the Company’s results of operations and financial condition.

The Company has one distributor that supplies a significant portion of its Avaya communication products. At December 31, 2015 and 2016 and September 30, 2017 (unaudited), the Company owed $38,000,000, $27,000,000, and $19,000,000, respectively, to this distributor.

12. Operating Leases

The Company leases office and warehouse space and vehicles under operating lease agreements that expire on various dates through 2026.

Approximate future minimum annual rental commitments under these operating leases as of September 30, 2017 (unaudited) are as follows (in thousands):


Years Ending December 31,	Amount
2017 (remaining three months)	$	1,896
2018		6,520
2019		4,338
2020		3,003
2021		2,354
2022 and thereafter		4,478

Total	$	22,589

F-71

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Rent expense was $3,360,000 and $4,648,000 for the years ended December 31, 2015 and 2016, respectively. Rent expense was $3,505,000 and $3,417,000 for the nine months ended September 30, 2016 and 2017 (unaudited), respectively.

13. Employee Benefit Plans

The Company sponsors defined contribution plans for substantially all employees. Annual Company contributions under the plans are discretionary. Company contribution expense during the years ended December 31, 2015 and 2016 was $2,400,000 and $2,965,000, respectively. Company contribution expense during the nine months ended September 30, 2016 and 2017 (unaudited) was $2,531,000 and $2,811,000, respectively.

14. Employment Contracts and Bonus Plans

The Company has entered into employment contracts with certain officers that require an annual salary plus a bonus amount based on meeting certain business plan and financial objectives. In addition, the agreements contain provisions for severance payments under certain termination conditions.

15. Income Taxes

The provision for income taxes charged to operations for the years ended December 31, 2015 and 2016 consists of the following (in thousands):


	Year ended December 31,
	2015			2016
Current
Federal	$	5,170		$	9,535
State		1,321			1,246

		6,491			10,781
Deferred
Federal		(2,595	)		(2,445	)
State		(322	)		(1,620	)

		(2,917	)		(4,065	)

	$	3,574		$	6,716

The following schedule reconciles the differences between the U.S. federal income taxes at the U.S. statutory rate and our income tax expense (in thousands):


	Year ended December 31,
	2015				2016
Statutory federal income tax rate	$	2,659	35.0	%	$	5,273		35.0	%
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal income tax effect		567	7.4			857		5.7
Nondeductible expenses		280	3.7			858		5.7
Deferred rate change		—	—			370		2.4
Acquisition accounting adjustment		—	—			(351	)	(2.3	)
Other		68	0.9			(291	)	(1.9	)

Effective tax rate	$	3,574	47.0	%	$	6,716		44.6	%

F-72

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

The effective rate for the nine months ended September 30, 2017 decreased to 32.4% as a result of the negative impact of nondeductible expenses on the overall tax benefit on net losses before income taxes for the nine months ended September 30, 2017.

Deferred income tax assets and liabilities consist of the following components (in thousands):


	December 31,
	2015			2016
Deferred Tax Assets:
Trade accounts receivable	$	765		$	619
Inventories		306			262
Accrued expenses		260			494
Accrued compensation		2,305			2,960
Deferred revenue		1,782			1,786
Debt financing costs		—			382
Net operating loss carryforwards		2,226			1,885

Total deferred tax assets		7,644			8,388

Deferred Tax Liabilities:
Prepaid expenses and deferred customer support contract costs		3,696			4,009
Other		161			132
Property and equipment		1,737			2,872
Goodwill and finite-life intangibles		43,804			39,216

Total deferred tax liabilities		49,398			46,229

Total net deferred tax liabilities	$	(41,754	)	$	(37,841	)

As discussed in Note 1—Recently Adopted Accounting Pronouncements, the Company adopted ASU 2015-17, which requires entities to present deferred tax assets and liabilities as noncurrent on the balance sheet. Upon adoption, $1.7 million of deferred taxes previously classified as a component of current assets in the consolidated balance sheet as of December 31, 2015 have been reclassified as a component of long-term deferred tax liabilities.

Certain of the Company’s historical net operating losses are subject to Internal Revenue Code Section 382 limitations which have been considered in determining the amount of available net operating loss carryforwards. At December 31, 2016, the Company has federal net operating loss carryforwards of $4.3 million that begin to expire in 2029 if not utilized. The Company also has $7.5 million of various state operating loss carryforwards at December 31, 2016, that begin to expire in 2024 if not utilized.

Uncertain Tax Positions

The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely upon its technical merits at the reporting date. The unrecognized tax benefit is the difference between the tax benefit recognized and the tax benefit claimed on the Company’s income tax return. The Company has reviewed its prior year returns and believes that all material tax positions in the current and prior years have been analyzed and properly accounted for and that the risk that additional material uncertain tax positions have not been identified is remote.

F-73

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

A reconciliation of the beginning and ending amounts of the gross unrecognized income tax benefit is as follows:


Balance as of December 31, 2015		1,331
Current year uncertain tax positions		125
Settlements		—

Balance as of December 31, 2016	$	1,456

The amount of unrecognized tax benefits is not expected to change materially within the next 12 months. If we were to prevail on all unrecognized tax benefits recorded, $1,364,000 of the $1,456,000 reserve would benefit the effective tax rate. In addition, the reversal of accrued penalties and interest would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefits are recorded within income tax expense. During the years ended December 31, 2015 and 2016, we recorded a net expense from accrued penalties and interest of $0 and $74,000, respectively. As of December 31, 2015 and 2016, total accrued interest and penalties were $0 and $111,000, respectively. There have been no material changes to the Company’s uncertain tax positions for the nine months ended September 30, 2017.

The Company’s federal income tax returns remain open to examination for 2014 through 2016 and certain of the Company’s state income tax returns remain open to examination for 2013 through 2016.

16. Segment Reporting

Management has concluded that our chief operating decision maker (CODM) consists of both its chief executive officer and chief financial officer. The Company’s CODMs collectively review the entire organization’s consolidated results as a whole on a monthly basis to evaluate performance and make resource allocation decisions. Management views the Company’s operations and manages its business as one operating segment.

Geographic Areas

Sales to customers outside of the United States are not material for any of the periods presented. Additionally, the Company does not have long-lived assets outside of the United States.

F-74

C1 INVESTMENT CORP.

Notes to the Consolidated Financial Statements—(Continued)

Revenue by Technology Market

The following table presents total technology offerings revenue and services revenue by technology market, based on the Company’s internal classification of revenue (in thousands):


	Year Ended December 31,				Nine Months Ended September 30,
	2015		2016		2016		2017
					(unaudited)
Technology Offerings
Collaboration	$	207,202	$	232,357	$	170,731	$	159,246
Enterprise Networking, Data Center, Cloud and Security		90,279		207,447		162,508		155,955

	$	297,481	$	439,804	$	333,239	$	315,201

Services
Collaboration	$	288,167	$	319,208	$	233,984	$	250,779
Enterprise Networking, Data Center, Cloud and Security		15,816		56,597		37,858		53,720

	$	303,983	$	375,805	$	271,842	$	304,499

Total
Collaboration	$	495,369	$	551,565	$	404,715	$	410,025
Enterprise Networking, Data Center, Cloud and Security		106,095		264,044		200,366		209,675

Total	$	601,464	$	815,609	$	605,081	$	619,700

17. Related-Party Transactions

The Company has a management agreement with Clearlake, a stockholder of the Company. Under the terms of the agreement, the Company is required to pay Clearlake a quarterly management fee not to exceed $375,000. For years ended December 31, 2015 and 2016, the expense under the agreement was $1,500,000, of which $375,000 was included in accrued expenses at December 31, 2015 and 2016, respectively. For the nine months ended September 30, 2016 and 2017 (unaudited), the expense under the agreement was $1,125,000, of which $375,000 was included in accrued expenses at September 30, 2016 and 2017 (unaudited), respectively. The Company paid consulting fees of $100,000 to Clearlake in the year ended December 31, 2016 and in the nine months ended September 30, 2017 related to debt refinancings.

On August 17, 2017, the Company granted 530,772 options to purchase the Company’s Class B Common Stock to a newly appointed board member. On September 25, 2017, the board member early exercised the options for a total exercise price of $1,805,000 with payment in the form of a Recourse Promissory Note. The note bears interest at 2.6% and is due and payable in full upon the earliest of (i) September 25, 2027, (ii) the date on which the first registration statement is filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, offering securities of the Company to the public, (iii) the dissolution or liquidation of the Company, and (iv) within 10 days after the date on which the individual is no longer a director of the Company.

F-75

ANNEX A

CONFIDENTIAL

AGREEMENT AND PLAN OF MERGER

by and among

FORUM MERGER CORPORATION,

as the Parent,

FMC MERGER SUBSIDIARY CORP.,

as Merger Sub I,

FMC MERGER SUBSIDIARY LLC ,

as Merger Sub II,

CLEARLAKE CAPITAL MANAGEMENT III, L.P.,

in the capacity as the Seller Representative,

and

C1 INVESTMENT CORP.,

as the Company

Dated as of November 30, 2017

TABLE OF CONTENTS


	Page
I. MERGER		A-2
1.1. Merger		A-2
1.2. Effective Time		A-2
1.3. Effect of the Merger		A-2
1.4. Tax Treatment		A-3
1.5. Certificate of Incorporation and Bylaws		A-3
1.6. Directors and Officers of the Surviving Corporation		A-3
1.7. Merger Consideration		A-3
1.8. Effect of Merger on Company Securities		A-4
1.9. Effect of First Merger on Merger Sub I Stock; Effect of Second Merger on Merger Sub II Membership Interests and Surviving Corporation Stock		A-6
1.10. Surrender of Company Securities and Disbursement of Merger Consideration		A-6
1.11. Closing Calculations		A-8
1.12. Final Post-Closing Adjustments and Calculations		A-8
1.13. Appraisal and Dissenter’s Rights		A-10
1.14. Taking of Necessary Action; Further Action		A-10

II. EARNOUT		A-10
2.1. Earnout Payments		A-10
2.2. Earnout Procedures		A-13
2.3. Sponsor Earnout Shares		A-14
2.4. Future Operations		A-15

III. CLOSING		A-15
3.1. Closing		A-15

IV. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS		A-15
4.1. Organization and Standing		A-15
4.2. Authorization; Binding Agreement		A-16
4.3. Governmental Approvals		A-16
4.4. Non-Contravention		A-16
4.5. Capitalization		A-17
4.6. SEC Filings and Parent Financials		A-18
4.7. Absence of Certain Changes		A-19
4.8. Compliance with Laws		A-19
4.9. Actions; Orders; Permits		A-19
4.10. Taxes and Returns		A-19
4.11. Employees and Employee Benefit Plans		A-20
4.12. Properties		A-20
4.13. Material Contracts		A-20
4.14. Transactions with Affiliates		A-20
4.15. Investment Company Act		A-20
4.16. Finders and Brokers		A-21
4.17. Ownership of Merger Consideration Shares		A-21
4.18. Certain Business Practices		A-21
4.19. Insurance		A-21
4.20. PIPE Investment		A-21
4.21. Independent Investigation		A-22
4.22. Trust Account		A-22

A-i



V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-23
5.1. Organization and Standing			A-23
5.2. Authorization; Binding Agreement			A-23
5.3. Capitalization			A-23
5.4. Subsidiaries			A-24
5.5. Governmental Approvals			A-25
5.6. Non-Contravention			A-25
5.7. Financial Statements			A-26
5.8. Absence of Certain Changes			A-27
5.9. Compliance with Laws			A-27
5.10. Company Permits			A-27
5.11. Litigation			A-27
5.12. Material Contracts			A-27
5.13. Intellectual Property			A-28
5.14. Taxes and Returns			A-30
5.15. Real Property			A-30
5.16. Title to and Sufficiency of Assets			A-30
5.17. Employee Matters			A-30
5.18. Benefit Plans			A-31
5.19. Environmental Matters			A-32
5.20. Transactions with Related Persons			A-32
5.21. Insurance			A-32
5.22. Export Control Laws			A-33
5.23. Books and Records			A-33
5.24. Top Customers and Suppliers			A-33
5.25. Government Contracts			A-33
5.26. Certain Business Practices			A-34
5.27. Investment Company Act			A-35
5.28. Finders and Brokers			A-35
5.29. Independent Investigation			A-35
5.30. Information Supplied			A-35
5.31. Disclosure			A-35

VI. COVENANTS			A-36
6.1. Access and Information			A-36
6.2. Conduct of Business of the Company			A-36
6.3. Conduct of Business of the Parent			A-38
6.4. Parent Public Filings			A-39
6.5. No Solicitation			A-39
6.6. No Trading			A-40
6.7. Notification of Certain Matters			A-40
6.8. Efforts			A-40
6.9. Further Assurances			A-42
6.10. The Registration Statement			A-42
6.11. Company Stockholder Meeting			A-44
6.12. PIPE Investment			A-44
6.13. Public Announcements			A-44
6.14. Confidential Information			A-45
6.15. Documents and Information			A-46
6.16. Indemnification of Directors and Officers; Tail Insurance			A-46
6.17. Post-Closing Board of Directors and Executive Officers			A-47
6.18. Use of Trust Account Proceeds After the Closing			A-47

A-ii


6.19. Parent Post-Closing Dividend Policy			A-47
6.20. Post-Closing Registration Statement			A-47
6.21. Security Clearances			A-47
6.22. Listing of Parent Common Shares			A-48

VII. SURVIVAL			A-48
7.1. Survival			A-48

VIII. CLOSING CONDITIONS			A-48
8.1. Conditions to Each Party’s Obligations			A-48
8.2. Conditions to Obligations of the Company			A-49
8.3. Conditions to Obligations of the Parent			A-50
8.4. Frustration of Conditions			A-51

IX. TERMINATION AND EXPENSES			A-51
9.1. Termination			A-51
9.2. Effect of Termination			A-52
9.3. Transaction Expenses			A-53
9.4. Termination Fee			A-53

X. WAIVERS AND RELEASES			A-53
10.1. Waiver of Claims Against Trust			A-53

XI. MISCELLANEOUS			A-55
11.1. Notices			A-55
11.2. Binding Effect; Assignment			A-56
11.3. Third Parties			A-56
11.4. Arbitration			A-56
11.5. Governing Law; Jurisdiction			A-57
11.6. WAIVER OF JURY TRIAL			A-57
11.7. Specific Performance			A-58
11.8. Severability			A-58
11.9. Amendment			A-58
11.10. Waiver			A-58
11.11. Entire Agreement			A-58
11.12. Interpretation			A-59
11.13. Counterparts			A-59
11.14. Seller Representative			A-60
11.15. Acknowledgement; Waiver of Conflicts; Retention of Privilege			A-61

XII. DEFINITIONS			A-63
12.1. Certain Definitions			A-63
12.2. Section References			A-74

INDEX OF EXHIBITS


Exhibit		Description
Exhibit A		Form of Voting Agreement
Exhibit B		Form of Letter of Transmittal
Exhibit C		Form of Lock-Up Agreement
Exhibit D		Form of Sponsor Earnout Letter and Amendment to Escrow Agreement
Exhibit E		Form of Registration Rights Agreement

A-iii

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “ Agreement ”) is made and entered into as of November 30, 2017 by and among (i) Forum Merger Corporation , a Delaware corporation (the “ Parent ”), (ii) FMC Merger Subsidiary Corp. , a Delaware corporation ( “ Merger Sub I ”) and a wholly-owned subsidiary of Parent, (iii) FMC Merger Subsidiary LLC , a Delaware limited liability company ( “ Merger Sub II ” and together with Merger Sub I, the “ Merger Subs ”) and a wholly-owned subsidiary of the Parent, (iv) Clearlake Capital Management III, L.P. , a Delaware limited partnership, in the capacity as the representative from and after the Effective Time (as defined below) for the Company Securityholders in accordance with the terms and conditions of this Agreement (the “ Seller Representative ”), and (v) C1 Investment Corp. , a Delaware corporation (the “ Company ”). The Parent, the Merger Subs, the Seller Representative and the Company are sometimes referred to herein individually as a “ Party ” and, collectively, as the “ Parties ”.

RECITALS:

WHEREAS , the Company, directly and indirectly through its subsidiaries, provides information technology collaboration and technology solutions for large and medium enterprises, including for the collaboration, enterprise networking and data center, cloud and security markets;

WHEREAS , the Parent owns all of the issued and outstanding shares of equity securities of the Merger Subs, each of which was formed for the sole purpose of the Mergers (as defined below);

WHEREAS , the Parties intend to effect: (a) the merger of the Merger Sub I with and into the Company, with the Company continuing as the surviving corporation (the “ First Merger ”), as a result of which all of the issued and outstanding capital stock, options and warrants, of the Company, immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate or other instrument previously representing any such shares, options or warrants shall thereafter represent the right to receive a Pro Rata Share (as defined herein) of the Total Consideration (as defined herein), all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (as amended, the “ DGCL ”), all in accordance with the terms of this Agreement; and (b) as part of the same overall transaction as the First Merger, a merger of the surviving corporation of the First Merger with and into Merger Sub II with Merger Sub II continuing as the surviving entity (the “ Second Merger ” and together with the First Merger, the “ Mergers ”);

WHEREAS , the (a) boards of directors of the Company, the Parent and Merger Sub I and (b) the managing member of Merger Sub II, have each (i) determined that the Merger is fair, advisable and in the best interests of their respective companies and stockholders (as applicable) and (ii) approved this Agreement and the transactions contemplated hereby, including the Mergers, upon the terms and subject to the conditions set forth herein;

WHEREAS , the boards of directors of each of the Company, the Parent and Merger Sub I have determined to recommend to their respective stockholders the approval and adoption of this Agreement and the transactions contemplated hereby, including the First Merger;

WHEREAS , the Company has provided to the Parent voting and support agreements in the form attached as Exhibit A hereto (collectively, the “ Voting Agreements ”) signed by the Company and Company Stockholders (as defined herein) representing in the aggregate the Required Company Stockholder Approval (as defined herein);

WHEREAS , the Parties intend that for U.S. federal and applicable state and local income tax purposes, (i) the Merger will qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Code (as defined herein) and (ii) this Agreement shall constitute a plan of reorganization within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a);

WHEREAS , the Parent on or about the date hereof has obtained commitments from certain investors for a private placement of Parent Common Shares (as defined herein) (the “ PIPE Investment ”), each such private

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placement to be consummated immediately prior to the consummation of the transactions contemplated by this Agreement (other than the Deferred PIPE Closing (as defined herein)); and

WHEREAS , certain capitalized terms used herein are defined in Article XII hereof.

NOW, THEREFORE , in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLE I

MERGERS

1.1 Mergers .

(a) The First Merger . At the Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub I and the Company shall consummate the First Merger, pursuant to which Merger Sub I shall be merged with and into the Company, following which the separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation. The Company, as the surviving corporation after the First Merger, is hereinafter sometimes referred to as the “ Surviving Corporation ” (provided, that references to the Company for periods after the Effective Time until the Second Effective Time shall include the Surviving Corporation).

(b) The Second Merger . At the Second Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the DLLCA, the Surviving Corporation shall be merged with and into Merger Sub II, and the separate existence of the Surviving Corporation shall cease and Merger Sub II will continue as the surviving entity. Merger Sub II, as the surviving entity after the Second Merger, is hereinafter sometimes referred to as the “ Surviving Entity ” (provided, that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

1.2 Effective Time . The Parties hereto shall cause the First Merger to be consummated by filing a certificate of merger for the merger of Merger Sub I with and into the Company (the “ Certificate of First Merger ”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL (the time of such filing, or the later effective time of the merger as specified in the Certificate of Merger, being the “ Effective Time ”). As soon as practicable following the Effective Time, but no later than one (1) Business Day following the Effective Time, Parent shall cause the Second Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware (the “ Certificate of Second Merger ” and together with the Certificate of First Merger, the “ Certificates of Merger ”), in accordance with the relevant provisions of the DGCL and the Delaware Limited Liability Company Act (the “ DLLCA ”) (the time of such filing, or the later effective time of the Second Merger as specified in the Certificate of Second Merger, being the “ Second Effective Time ”).

1.3 Effect of the Mergers .

(a) At the Effective Time, the effect of the First Merger shall be as provided in this Agreement, the Certificate of First Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Merger Sub I and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of Merger Sub I and the Company set forth in this Agreement to be performed after the Effective Time.

(b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Second Merger and the applicable provisions of the DLLCA. Without limiting the

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generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Merger Sub II and the Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Entity, which shall include the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Merger Sub II and the Surviving Corporation set forth in this Agreement to be performed after the Second Effective Time.

1.4 Tax Treatment .

(a) For U.S. federal and applicable state and local income tax purposes, the Mergers together are intended to constitute a “reorganization” within the meaning of Section 368 of the Code. The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations and will take no action (and will not fail to take any action) that would reasonably be expected to cause the Mergers to fail to qualify as a reorganization.

(b) Notwithstanding any provision of this Agreement, the allocation of Total Consideration as among cash and Parent Common Shares allocable to Company Securityholders shall be adjusted, by decreasing the cash portion and correspondingly increasing the portion of Total Consideration paid in Parent Common Shares, if and to the extent necessary to assure that the Company Securityholders receive sufficient Parent Common Shares such that, when aggregated with Parent Common Shares previously paid as Total Consideration to the Company Securityholders (if any), the amount of Parent Common Shares is not less than the minimum amount of Parent Common Shares necessary to satisfy the requirements for qualification as a reorganization under Section 368(a)(1)(A) of the Code.

1.5 Organizational Documents . At the Effective Time, the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, shall cease and the certificate of incorporation and by-laws of Merger Sub I as in effect immediately prior to the Effective Time, shall be the charter documents of the Surviving Corporation. At the Second Effective Time, the certificate of formation and operating agreement of Merger Sub II as in effect immediately prior to the Second Effective Time shall be the certificate of formation and operating agreement of the Surviving Entity until thereafter amended in accordance with its terms and as provided by applicable Law, except that the name of the Surviving Entity in such certificate of formation and operating agreement shall be amended to be “C1 Investment LLC”.

1.6 Directors and Officers of the Surviving Corporation Entity . Immediately after the Effective Time, the board of directors and executive officers of the Surviving Corporation shall be the board of directors and executive officers of the Parent after giving effect to Section 6.17 . Immediately after the Second Effective Time, the executive officers of the Surviving Entity shall be the executive officers of the Parent after giving effect to Section 6.17 .

1.7 Merger Consideration . Subject to and upon the terms and conditions of this Agreement:

(a) The aggregate consideration to be paid to the Company Securityholders at the Closing (subject to adjustment in accordance with Section 1.12 ) pursuant to the Mergers (the “ Merger Consideration ”) shall be equal to an amount equal to (i) the Enterprise Value, minus (ii) the Closing Indebtedness, plus (iii) the Closing Cash, plus (iv) the Net Acquisition Amount, if any (which such amount of Merger Consideration, for the avoidance of doubt, includes the Deferred PIPE Closing Amount to be paid after the Closing for the Deferred Payment in accordance with Section 1.7(e) below). Additionally, the Company Securityholders will have the contingent right to receive the Earnout Payments (together with the Merger Consideration, the “ Total Consideration ”) after the Closing in accordance with Article II below.

(b) Subject to the application of Section 1.4(b) , the Merger Consideration will be paid in the form of: (i) cash from the Parent and/or the Target Companies (the “ Cash Consideration ”) in an amount equal to (A) the total cash and cash equivalents of Parent, including funds from the PIPE Investment and the remaining funds in the Trust Account, after giving effect to the completion of the Redemption (but for the avoidance of doubt before

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giving effect to the payment of Transaction Expenses or Sponsor Loans paid at or in connection with the Closing in accordance with Section 6.18) (the amount in this clause (A), the “ Parent Cash ”), plus (B) the Permitted Closing Cash, minus (C) Twenty-Five Million U.S. Dollars ($25,000,000); (ii) a number of Parent Common Shares, valued at the Redemption Price per share, equal to (A) the Merger Consideration, minus (B) the Cash Consideration, minus (C) the Deferred PIPE Closing Amount (the “ Stock Consideration ”); and (iii) a deferred payment equal to the Deferred PIPE Closing Amount (the “ Deferred Payment ”) to be paid upon the consummation of the Deferred PIPE Closing in accordance with Section 1.7(e) below.

(c) Each Company Securityholder shall be entitled to receive such Company Securityholder’s respective Pro Rata Share of the Cash Consideration, the Stock Consideration, the Deferred Payment, the Earnout Cash Payments and the Earnout Stock Payments. Notwithstanding anything to the contrary contained in this Agreement, solely for purposes of calculating each Company Securityholder’s Pro Rata Share of the Merger Consideration or any component thereof, including the Cash Consideration, the Stock Consideration and the Deferred Payment (but for the avoidance of doubt, not the aggregate Merger Consideration, or any component thereof, payable by the Parent), the aggregate exercise price of all issued and outstanding Company Options as of the Effective Time shall be added to the Merger Consideration.

(d) Notwithstanding the foregoing in this Section 1.7 , the Merger Consideration is subject to any post-Closing adjustments to the Merger Consideration pursuant to Section 1.12 or adjustments pursuant to Section 1.13 .

(e) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that a portion of the Merger Consideration equal to the Deferred PIPE Closing Amount is being deferred at the Closing and will not be paid until the Deferred PIPE Closing is consummated in accordance with the Deferred PIPE Closing Agreement. Within three (3) Business Days after the consummation of the Deferred PIPE Closing, the Parent will pay the Deferred PIPE Closing Amount in cash to the Company Securityholders as the Deferred Payment hereunder. In the event that the PIPE Investor for the Deferred PIPE Closing defaults on the Deferred PIPE Closing Agreement and does not consummate the Deferred PIPE Closing in accordance with the terms thereof, and such default continues for a period of five (5) Business Days thereafter, the Parent shall, in lieu of the cash payment for the Deferred Payment hereunder and in satisfaction of its obligations with respect to the Deferred Payment, instead issue to the Company Securityholders the Parent Common Shares that the Parent was otherwise required to issue to the PIPE Investor at the Deferred PIPE Closing under the Deferred PIPE Closing Agreement if such PIPE Investor had closed thereunder in accordance with the terms thereof.

(f) Notwithstanding the foregoing in this Section 1.7 , in the event that it is reasonably expected by the Parties that immediately after the Closing, the Company Securityholders in the aggregate would fail to own at least 50.1% of the issued and outstanding capital stock of the Parent, the Seller Representative shall (in its sole discretion) have the option at any time prior to the Closing to increase the amount of Stock Consideration and decrease the amount of Cash Consideration (proportionately so as to maintain the aggregate Merger Consideration as determined pursuant to Section 1.7(b) ) to be delivered by the Parent to the Company Securityholders at the Closing pursuant to this Section 1.7 , in such amounts so that it is reasonably expected by the Parties that immediately after the Closing, the Company Securityholders in the aggregate would own at least 50.1% of the issued and outstanding capital stock of the Parent.

1.8 Effect of First Merger on Company Securities . At the Effective Time, by virtue of the First Merger and without any action on the part of any Party or any Company Securityholder or the holders of any shares of capital stock of the Parent or Merger Sub I:

(a) Company Stock . Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and automatically deemed for all purposes to represent the right to receive the Total Consideration, with each Company Stockholder being entitled to receiving its Pro Rata Share of the Closing Consideration (and thereafter the Deferred Payment, any additional Parent Common Shares pursuant to Section 1.12 and any Earnout Payments in accordance with this

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Agreement), without interest, upon surrender of their stock certificates representing Company Stock (the “ Company Certificates ”) (or a Lost Certificate Affidavit) and delivery of the other Transmittal Documents required under Section 1.10 . As of the Effective Time, each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation or Surviving Entity (other than the rights set forth in Section 1.13 below).

(b) Treasury Stock . Notwithstanding clause (a) above or any other provision of this Agreement to the contrary, at the Effective Time, if there are any Company Securities that are owned by the Company as treasury shares or any Company Securities owned by any direct or indirect Subsidiary of the Company immediately prior to the Effective Time, such Company Securities shall be canceled and shall cease to exist without any conversion thereof or payment therefor.

(c) Dissenting Shares . Each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 1.13 and shall thereafter represent only the right to receive the applicable payments set forth in Section 1.13 .

(d) Company Convertible Securities .

(i) Each outstanding Company Convertible Security (other than Company Options), (A) if not exercised or converted prior to such time, shall be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into shares of Company Stock or (B) if exercised prior to such time, shall have the resulting shares of capital stock of the Company issued upon such exercise treated as outstanding shares of capital stock of the Company, and such holders shall be considered Company Stockholders for purposes of this Agreement. The Company shall, prior to the Effective Time, take all actions as are necessary in order to effectuate the actions contemplated by this Section 1.8(d) and to ensure that no holder of any Company Convertible Securities (other than Company Options) shall have any rights from and after the Effective Time with respect to such Company Convertible Securities; provided that such actions shall expressly be conditioned upon the consummation of the Mergers and shall be of no force or effect if this Agreement is terminated.

(ii) Each outstanding Company Option that is unvested as of the Effective Time shall become fully vested and exercisable as of the Effective Time (each such Company Option subject to such accelerated vesting, an “ Accelerated Option ”). Each Company Option that is outstanding and unexercised as of the Effective Time shall be converted into the right to receive, with respect to each share of Company Stock subject to such Company Option, and without interest, (A) an amount of Merger Consideration equal to the Pro Rata Share of the Merger Consideration applicable to such share of Company Stock subject to such Company Option minus the per-share exercise price of such Company Option (for the avoidance of doubt, with the Merger Consideration determined in accordance with Section 1.7(c)), which such amount of Merger Consideration shall be payable (or issuable) in the forms and at the times set forth in this Agreement as if the holder of such Company Option was a Company Stockholder; and (B) the Pro Rata Share of Earnout Payments applicable to such share of Company Stock subject to such Company Option, which Earnout Payments shall be payable (or issuable) in the forms and at the times set forth in this Agreement as if the holder of such Company Option was a Company Stockholder; provided, however, that in order to receive an installment of applicable Pro Rata Share of the Earnout Payments associated with an Accelerated Option, the holder of such Accelerated Option must be an employee, director or consultant of Parent or the Surviving Entity or their respective Subsidiaries at the time such installment is paid or issued, and must deliver a duly executed Option Cancellation Agreement prior to the Closing accepting the treatment of such Accelerated Option as set forth in this Agreement. All consideration pursuant to this Section 1.8(d)(ii) shall be processed through Parent’s or the Surviving Corporation’s payroll system, and shall be paid in accordance with standard payroll practices and subject to any required withholding for applicable Taxes. Notwithstanding the foregoing, no consideration will be payable or issuance with respect to a Company Option unless the holder of such Company Option has made arrangements for payment of withholding taxes with respect to such consideration, including payment of additional cash to Parent or the Surviving Corporation, if the Cash Consideration paid on a particular date is insufficient to provide for the withholding with respect to such consideration.

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1.9 Effect of First Merger on Merger Sub I Stock; Effect of Second Merger on Merger Sub II Membership Interests and Surviving Corporation Stock .

(a) At the Effective Time, by virtue of the First Merger and without any action on the part of any Party or any Company Securityholder or the holders of any shares of capital stock of the Parent or Merger Sub I, each Merger Sub I Common Share outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

(b) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any Party or any Company Securityholder or the holders of any shares of capital stock of the Parent, the Surviving Corporation or Merger Sub II: (i) each share of common stock of the Surviving Corporation outstanding immediately prior to the Second Effective Time shall be canceled and shall cease to exist without any conversion thereof or payment therefor; and (ii) each membership interest of Merger Sub II outstanding immediately prior to the Second Effective Time shall be converted into a membership interest of the Surviving Entity, with the rights as set forth in the operating agreement of the Surviving Entity, and shall constitute the only outstanding membership interests of the Surviving Entity.

1.10 Surrender of Company Securities and Disbursement of Merger Consideration .

(a) Subject to Section 1.13 and the provisions of this Section 1.10 , at the Effective Time, the Parent shall deliver, or cause to be delivered to the Company Securityholders (the “ Closing Consideration ”): (i) the Estimated Cash Consideration and (ii) the Estimated Stock Consideration, with each Company Securityholder receiving its Pro Rata Share of such Closing Consideration. The Estimated Cash Consideration shall be paid to each Company Securityholder via wire transfer of immediately available funds in accordance with instructions provided by such Company Securityholder in the Letter of Transmittal at least two (2) Business Days prior to the Closing Date to the Company and the Parent.

(b) Prior to the Effective Time, the Company shall send to each Company Securityholder a letter of transmittal for use in such exchange in the form attached hereto as Exhibit B (a “ Letter of Transmittal ”) (which shall specify that the delivery of share certificates in respect of the Stock Consideration shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Certificates to the Company (or a Lost Certificate Affidavit) for use in such exchange. The Estimated Stock Consideration shall be delivered via book entry issuance.

(c) Each Company Securityholder shall be entitled to receive its Pro Rata Share of the Closing Consideration in respect of the Company Stock represented by the Company Certificate(s) (excluding any Company Securities described in Sections 1.8(b) or 1.8(c) ), as soon as reasonably practicable after the Effective Time, but subject to the prior delivery to the Company (with copies to the Parent) of the following items (collectively, the “ Transmittal Documents ”): (i) for the Company Stockholders, the Company Certificate(s) for its Company Stock (or a Lost Certificate Affidavit), together with a properly completed and duly executed Letter of Transmittal and such other documents as may be reasonably requested by the Company or the Parent, (ii) a duly executed counterpart to the lock-up agreement with the Parent, effective as of the Effective Time, substantially in the form attached as Exhibit C hereto (each, a “ Lock-Up Agreement ”), (iii) for the Company Stockholders holding shares of Company Class A Common Stock immediately prior to the Effective Time, a duly executed counterpart to the Registration Rights Agreement and (iv) for holders of Company Options (including vested Company Options), a duly executed option cancellation agreement, effective as of the Effective Time, in a form to be reasonably agreed upon by Parent and the Company (each, an “ Option Cancellation Agreement ”). Until so surrendered and/or submitted (as applicable), each Company Security shall represent after the Effective Time for all purposes only the right to receive the portion of the Total Consideration attributable to such Company Security.

(d) If any portion of the Total Consideration is to be delivered or issued to a Person other than the Person in whose name the surrendered Company Certificate is registered immediately prior to the Effective

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Time, it shall be a condition to such delivery that (i) the transfer of such Company Stock shall have been permitted in accordance with the terms of the Company’s Organizational Documents and the Company’s Stockholders Agreement, each as in effect immediately prior to the Effective Time, (ii) such Company Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (iii) the recipient such portion of the Total Consideration, or the Person in whose name such portion of the Total Consideration is delivered or issued, shall have already executed and delivered counterparts to the Lock-Up Agreement, Registration Rights Agreement, if applicable, the Option Cancellation Agreement, if applicable, and such other Transmittal Documents as are reasonably deemed necessary by the Company or the Parent and (iv) the Person requesting such delivery shall pay to the Parent any transfer or other Taxes required as a result of such delivery to a Person other than the registered holder of such Company Certificate or establish to the satisfaction of the Company and the Parent that such Tax has been paid or is not payable.

(e) Notwithstanding anything to the contrary contained herein, in the event that any Company Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Certificate to the Company, the Company Stockholder may instead deliver to the Company an affidavit of lost certificate and indemnity of loss in form and substance reasonably acceptable to the Parent and the Company (a “ Lost Certificate Affidavit ”), which at the reasonable discretion of the Parent may include a requirement that the owner of such lost, stolen or destroyed Company Certificate deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Parent or the Surviving Corporation with respect to the shares of Company Stock represented by the Company Certificates alleged to have been lost, stolen or destroyed. Any Lost Certificate Affidavit properly delivered in accordance with this Section 1.10(e) shall be treated as a Company Certificate for all purposes of this Agreement.

(f) Any holders of Company Convertible Securities who have properly exercised or converted their Company Convertible Securities into Company Stock prior to the Effective Time but have not yet received Company Certificates in respect thereof may in lieu of a Company Certificate deliver to the Company their certificate or other instrument for the Company Convertible Securities and other evidence that they have properly and timely exercised or converted their Company Convertible Securities, along with a Lost Certificate Affidavit and the other Transmittal Documents.

(g) After the Effective Time, there shall be no further registration of transfers of Company Stock. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation or the Parent, they shall be canceled and exchanged for the applicable portion of the Total Consideration provided for, and in accordance with the procedures set forth in this Section 1.10 . No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Shares with a record date after the Effective Time will be paid to the holders of any Company Certificates that have not yet been surrendered with respect to the Parent Common Shares to be issued upon surrender thereof until the holders of record of such Company Certificates shall surrender such certificates (or provide a Lost Certificate Affidavit in lieu thereof) and provide the other Transmittal Documents. Subject to applicable Law, following surrender of any such Company Certificates (or delivery of a Lost Certificate Affidavit in lieu thereof) and delivery of the other Transmittal Documents, Parent shall promptly deliver to the record holders thereof, without interest, the certificates representing the Parent Common Shares issued in exchange therefor and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Parent Common Shares.

(h) All securities issued upon the surrender and cancellation of Company Stock in accordance with the terms hereof, together with the right of the holder thereof to receive such holder’s Pro Rata Share of each of the Closing Consideration, the Deferred Payment, any additional Parent Common Shares pursuant to Section 1.12 and any Earnout Payments, in each case, with respect to such Company Stock, shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Stock. Notwithstanding anything to the contrary contained herein, none of the Surviving Corporation, the Parent or any Party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

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(i) Notwithstanding anything to the contrary contained herein, no fraction of a Parent Common Share will be issued by virtue of the First Merger or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a Parent Common Share (after aggregating all fractional Parent Common Shares that otherwise would be received by such holder) shall instead have the number of Parent Common Shares issued to such Person rounded up in the aggregate to the nearest whole Parent Common Share.

1.11 Closing Calculations .

(a) Not later than the third (3 ^rd ) Business Day prior to the Closing Date, the Company shall deliver to the Parent a statement certified by the Company’s chief financial officer (the “ Estimated Company Statement ”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles, (ii) a good faith estimate, with reasonably detailed calculation of the Permitted Closing Cash as of the Closing (the “ Estimated Permitted Closing Cash ”) and (iii) a good faith estimate, with reasonably detailed calculations, of (A) the Closing Indebtedness (the “ Estimated Closing Indebtedness ”), (B) the Closing Cash (the “ Estimated Closing Cash ”) and (C) the Net Acquisition Amount (the “ Estimated Net Acquisition Amount ”), and the resulting estimated amount of the Merger Consideration as of the Closing (the “ Estimated Merger Consideration ”); provided , that the Company will consider in good faith Parent’s comments to the Estimated Company Statement, and if any adjustments are made to the Estimated Company Statement prior to the Closing, such adjusted Estimated Company Statement shall thereafter become the Estimated Company Statement for all purposes of this Agreement. The Estimated Company Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

(b) On the Business Day prior to the Closing Date, the Parent shall deliver to the Company a statement certified by the Parent’s chief executive officer (the “ Estimated Parent Statement ”) setting forth a good faith estimate, with reasonably detailed calculations, of (i) the Parent Cash as of the Closing (the “ Estimated Parent Cash ”), and (ii) the resulting estimates of the Cash Consideration (the “ Estimated Cash Consideration ”), Stock Consideration (the “ Estimated Stock Consideration ”) and Closing Consideration based on the Estimated Parent Cash set forth in the Estimated Parent Statement and the Estimated Merger Consideration, Estimated Closing Cash and the Estimated Permitted Closing Cash set forth in the Estimated Company Statement; provided , that, the Parent will consider in good faith the Company’s comments to the Estimated Parent Statement, and if any adjustments are made to the Estimated Parent Statement prior to the Closing, such adjusted Estimated Parent Statement shall thereafter become the Estimated Parent Statement for all purposes of this Agreement.

1.12 Final Post-Closing Adjustments and Calculations .

(a) Within ninety (90) days after the Closing Date, the disinterested independent directors of the Board of Directors of Parent, acting by majority approval of such directors (the “ Parent Representative ”), shall deliver to the Seller Representative a statement (the “ Closing Statement ”) setting forth a good faith calculation of the Closing Indebtedness, the Closing Cash, the Net Acquisition Amount and the resulting amount of Merger Consideration. The Closing Statement shall be prepared, and the Closing Indebtedness, the Closing Cash, the Net Acquisition Amount and the resulting Merger Consideration shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Parent, the Surviving Corporation and the Seller Representative shall, and shall cause their respective Representatives to, cooperate with the Parent Representative and its Representatives in the preparation of the Closing Statement, as reasonably requested by the Parent Representative and its Representatives, including providing reasonable access to the books, records, files, facilities and personnel of the Target Companies. After delivery of the Closing Statement, the Seller Representative and its Representatives shall be permitted reasonable access at reasonable times to review the Surviving Corporation’s and its Subsidiaries’ books, records and any work papers to the extent such books, records and work papers are related to the preparation of the Closing Statement. The Seller Representative and its Representatives may make inquiries of the Parent Representative, the Parent, the Surviving Corporation, its Subsidiaries and their respective Representatives regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent Representative, the Parent, the

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Surviving Corporation and its Subsidiaries shall each use its commercially reasonable efforts to cause any such Representative to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent Representative a statement setting forth its objections thereto (in reasonable detail) (an “ Objection Statement ”). If an Objection Statement is not delivered to the Parent Representative within thirty (30) days following the date of delivery of the Closing Statement, the Closing Statement, all determinations set forth therein, and the resulting Final Merger Consideration set forth therein, shall be final, binding and non-appealable by the Parties. If an Objection Statement is delivered within such thirty (30) day period, the Seller Representative and the Parent Representative shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Seller Representative and the Parent Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either the Parent Representative or the Seller Representative, the Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 1.12(b) . The Parties acknowledge that any information provided pursuant to this Section 1.12 will be subject to the confidentiality obligations of Section 6.14 .

(b) If a dispute with respect to the Closing Statement is submitted in accordance with this Section 1.12 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.12(b) . Each of the Seller Representative and the Parent Representative agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert will be borne by the Parent. The Independent Expert will determine only those issues still in dispute as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Parent Representative and the Seller Representative to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by the Parent Representative or the Seller Representative in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. With respect to any disputed item, the Independent Expert’s calculations shall be no greater than the highest amount calculated with respect to such item by the Parent Representative or the Seller Representative, as the case may be, and no lower than the lowest amount calculated with respect to such item by the Parent Representative or the Seller Representative, as the case may be. Each of the Seller Representative and the Parent Representative will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.12 . It is the intent of the parties hereto that the Independent Expert procedures and the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Seller Representative and the Parent Representative will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Parent Representative and the Seller Representative and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for Fraud or manifest error). The final amount of the Merger Consideration as determined either pursuant to Section 1.12(a) or this Section 1.12(b) is referred to herein as the “ Final Merger Consideration ”.

(c) For purposes hereof, the term “ Adjustment Amount ” shall mean (x) the Final Merger Consideration as finally determined in accordance with this Section 1.12 , less (y) the Estimated Merger Consideration; provided, that, in the event that the absolute value of the Adjustment Amount is less than Two Million U.S. Dollars ($2,000,000), the Adjustment Amount shall be equal to zero dollars ($0.00). If the Adjustment Amount is a positive number, then within five (5) Business Days after the determination of the Final Merger Consideration, the Parent shall issue to the Company Securityholders an additional number of Parent Common Shares equal to

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the Adjustment Amount, with each Parent Common Share valued at the Redemption Price (but subject to Section 1.10(i) ), with each Company Securityholder receiving its Pro Rata Share of such additional Parent Common Shares. If the Adjustment Amount is a negative amount, then within five (5) Business Days after the determination of the Final Merger Consideration, the Company Securityholder, based on each Company Securityholder’s Pro Rata Share, shall deliver to the Parent a number of Parent Common Shares equal to the absolute value of the Adjustment Amount, with each such Parent Common Share valued at the Redemption Price. If any Company Securityholder fails to deliver their Parent Common Shares to the Parent as required by this Section 1.12(c) , then, at the sole discretion of the Parent Representative and without limiting any other rights of the Parent under this Agreement or any Ancillary Document or at law or equity, the Parent Representative on behalf of the Parent may offset the full amount to which the Parent is entitled, in whole or in part, by reducing the amount of any payment or other obligation due to such Company Securityholder pursuant to this Agreement or any Ancillary Document, including any Earnout Payment. Additionally, each Company Securityholder in the Letter of Transmittal shall appoint and authorize the Parent Representative as their attorney-in-fact to transfer to Parent any Parent Common Shares as required by this Section 1.12(c) , and the Parent Representative may transfer such equity and cancel the stock certificates for such equity on the Parent’s books and records.

1.13 Appraisal and Dissenter’s Rights . No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “ Dissenting Stockholder ”) with respect to its Company Stock (such shares, “ Dissenting Shares ”) shall be entitled to receive any portion of the Total Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Parent and the Parent Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Parent and the Parent Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, the Dissenting Stockholders shall have no rights to any portion of the Total Consideration with respect to any Dissenting Shares.

1.14 Taking of Necessary Action; Further Action . If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation following the First Merger and the Surviving Entity following the Second Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and the Merger Subs, the officers and directors or members (as applicable) of the Company and the Merger Subs are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

ARTICLE II EARNOUT

2.1 Earnout Payments .

(a) After the Closing, subject to the terms and conditions set forth herein, the Company Securityholders shall have the contingent right to receive additional consideration from the Parent based on the performance of the Parent if the requirements as set forth in this Article II are achieved. In the event that (i) EBITDA (measured at any applicable Measurement Date occurring within calendar year 2018 and using the Measurement Methodologies) exceeds One Hundred Forty-Four Million U.S. Dollars ($144,000,000) (the “ 2018 Target ”), (ii) EBITDA (measured at any applicable Measurement Date occurring within calendar year 2019 and using the Measurement Methodologies ) exceeds One Hundred Fifty-Five Million U.S. Dollars ($155,000,000) (the “ 2019 Target ”), or (iii) EBITDA (measured at any applicable Measurement Date occurring within calendar year 2020

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using the Measurement Methodologies) exceeds One Hundred Sixty-Five Million U.S. Dollars ($165,000,000) (the “ 2020 Target ” and together with the 2018 Target and 2019 Target, the “ Earnout Targets ” and each of calendar years 2018, 2019 and 2020 an “ Earnout Year ”), in each case, at any time during the period beginning on and including the Closing Date and ending on and including December 31, 2020 (the “ Earnout Period ”), then for each Earnout Target that is achieved as of a given Measurement Date, the Company Securityholders shall receive additional consideration (in accordance with their respective Pro Rata Shares) from the Parent (a “ Regular Earnout Payment ”) of (A) Three Million Three Hundred Thousand (3,300,000) Parent Common Shares (which shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing) (an “ Earnout Stock Payment ”) and (B) cash in an amount equal to Thirty-Three Million U.S. Dollars ($33,000,000) (an “ Earnout Cash Payment ”). For the avoidance of doubt, the Company Securityholders shall have the right to receive no more than three Regular Earnout Payments during the Earnout Period, and the aggregate sum of all Earnout Stock Payments and Earnout Cash Payments payable hereunder (assuming all three Earnout Targets are achieved during the Earnout Period), shall be a maximum of 9,900,000 Parent Common Shares and $99,000,000, respectively.

(b) Notwithstanding the foregoing, in the event that at the time that payment of an Earnout Cash Payment is due pursuant to Section 2.1(g) , such Earnout Cash Payment is an amount the payment of which would exceed either (A) the amount of cash available to Parent (including by means of distribution from its Subsidiaries) that is permitted to be distributed and paid (as applicable) without breaching the terms of any agreement related to Indebtedness of Parent or its Subsidiaries at the time such payment is due, including but not limited to the Loan Agreements (such amount, the “ Permitted Agreement Payment Amount ”), or (B) the amount payable by Parent and its Subsidiaries without causing the ratio of Indebtedness of Parent and its Subsidiaries (on a consolidated basis) to EBITDA (as measured on the applicable Measurement Date with respect to such Earnout Payment using the Measurement Methodologies, and assuming full payment of the Earnout Cash Payment) to exceed 4.5 to 1 (such amount, the “ Permitted Leverage Payment Amount ,” and the lesser of (1) the Permitted Agreement Payment Amount and (2) the Permitted Leverage Payment Amount, the “ Permitted Cash Payment ”), then, with respect to the portion of the Earnout Cash Payment in excess of the Permitted Cash Payment (such portion, the “ Earnout Cash Payment Shortfall ”), the Seller Representative will (in its sole discretion and subject to Section 2.2 ), either (i) direct Parent to deliver to the Company Securityholders a number of additional Parent Common Shares with a value equal to the Earnout Cash Payment Shortfall, valued based on the Parent Share Price measured on the applicable Measurement Date (provided, that, for any Measurement Date occurring prior to the twenty-first (21 ^st ) Trading Day after and including the Closing Date, the twenty (20) Trading Day period set forth in the definition of Parent Share Price shall be shortened to that number of Trading Days beginning on and including the Closing Date and ending on and including the Exchange Date) with respect to such Earnout Payment (the “ Earnout Cash Payment Shortfall Parent Shares ”); or (ii) provide notice to Parent that it elects to defer payment of the Earnout Cash Payment Shortfall until the following Measurement Date. In the event that the Seller Representative elects to defer payment of the Earnout Cash Payment Shortfall pursuant to subsection (ii) of the preceding sentence, the Seller Representative shall have the option on each succeeding Measurement Date until the end of the Earnout Period to elect to be paid the applicable Earnout Cash Payment Shortfall Parent Shares in full satisfaction of the Earnout Cash Payment Shortfall or to continue to defer payment of the Earnout Cash Payment Shortfall by providing notice to Parent of such election, subject to the determination of the maximum amount of the Permitted Cash Payment as described above in Section 2.1(b) . At the end of the Earnout Period, in the event that the Parent has not paid an Earnout Cash Payment Shortfall to the Company Securityholders, such Earnout Cash Payment Shortfall shall automatically be converted into a right for the Company Securityholders to receive Earnout Cash Payment Shortfall Parent Shares (without any further action upon the part of the Seller Representative).

(c) In the event that the applicable Earnout Target is not achieved for any Earnout Year, the Company Securityholders shall not be entitled to receive any Regular Earnout Payment for such Earnout Year; provided , that in the event that (i) the 2018 Target is not achieved for the 2018 calendar year, but the 2019 Target is achieved for the 2019 calendar year or the 2020 Target is achieved for the 2020 calendar year, or (ii) the 2019 Target is not achieved for the 2019 calendar year, but the 2020 Target is achieved for the 2020 calendar year,

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then in either case, upon payment of the Regular Earnout Payment for the Earnout Years in which the applicable Earnout Target is achieved, the Parent shall also pay the Regular Earnout Payment for the prior Earnout Years in which the Earnout Target was not achieved (and where no Regular Earnout Payment was previously paid for such Earnout Year) (a “ Catchup Earnout Payment ”), with the amount of the applicable Earnout Stock Payment and Earnout Cash Payment for such Catchup Earnout Payment subject to the determination of the maximum amount of the Permitted Cash Payment as described above in Section 2.1(b) .

(d) In the event that the EBITDA (as measured using the Measurement Methodologies) on any Measurement Date occurring within (i) the 2018 calendar year is in excess of the Earnout Target for a subsequent Earnout Year, then the Earnout Target for such subsequent Earnout Year shall also be deemed to have been achieved for such subsequent Earnout Year and the payment of the Regular Earnout Payment for such subsequent year shall be accelerated and paid by the Parent at the same time that the Regular Earnout Payment for the 2018 calendar year is paid or (ii) 2019 calendar year is in excess of the 2020 Target, then the 2020 Target for the 2020 calendar year shall also be deemed to have been achieved for the 2020 calendar year and the payment of the Regular Earnout Payment for the 2020 calendar year shall be accelerated and paid by the Parent at the same time that the Regular Earnout Payment for the 2019 calendar year is paid (any such accelerated Regular Earnout Payment hereunder, an “ Accelerated Earnout Payment ”); provided, that the amount of the applicable Earnout Stock Payment and Earnout Cash Payment for such Accelerated Earnout Payment shall be subject to the determination of the maximum amount of the Permitted Cash Payment as described above in Section 2.1(b) .

(e) In the event that after the Closing and during the Earnout Period there is a Change of Control, then any Regular Earnout Payments that have not previously been paid by Parent (whether or not previously earned) shall be deemed earned (and the applicable Earnout Target achieved) and due by Parent to the Company Securityholders upon such Change of Control (a “ Change of Control Earnout Payment ” and together with any Catchup Earnout Payment, Accelerated Earnout Payment and Regular Earnout Payment, the “ Earnout Payments ”); provided , that the amount of the applicable Earnout Stock Payment and Earnout Cash Payment for such Change of Control Earnout Payment shall be subject to the determination of Permitted Cash Payment as described above in Section 2.1(b) . For purposes hereof, a “ Change of Control ” means the occurrence, in a single transaction or as the result of a series of related transactions, of one or more of the following events: (i) a merger, consolidation, reorganization or similar business combination transaction involving the Parent in which the holders of all of the outstanding equity interests of the Parent immediately prior to the consummation of such transaction do not directly or indirectly (including through Affiliates) own beneficially or of record immediately upon the consummation of such transaction outstanding equity interests that represent a majority of the combined outstanding voting securities of the surviving entity in such transaction or of a parent of the surviving entity in such transaction; (ii) a transaction in which a majority of the Parent’s voting securities are transferred to any Person, or any two or more Persons acting as a group, and all Affiliates of such Person or Persons (each, a “ Group ”), that were not directly or indirectly (including through Affiliates), beneficially or of record, equity holders of Parent prior to the consummation of such transaction (other than as a result of a sale of equity interests in a secondary transaction by a single Company Stockholder that is not otherwise approved by the disinterested independent directors of the board of directors of Parent); (iii) the consummation of the sale of all or substantially all of the assets of the Parent and its Subsidiaries, taken as a whole, to any Group, other than such a sale to a Group in which the equity holders of the Parent, directly or indirectly (including through Affiliates), beneficially or of record, own a majority of the combined voting securities; or (iv) during any period of two consecutive years, the Continuing Directors cease to constitute at least a majority of the Post-Closing Parent Board (for purposes of this definition, the term “ Continuing Directors ” means the directors still in office who either were directors at the beginning of the two-year period or who were directors elected to the Post-Closing Parent Board and whose election or nomination was approved by the nominating committee of the Post-Closing Parent Board or, if there is no nominating committee, whose election or nomination was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the two-year period or whose election to the Post-Closing Parent Board was previously so approved).

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(f) For the avoidance of doubt, (i) failure to qualify for a Regular Earnout Payment in any Earnout Year during the Earnout Period shall not prevent the Company Securityholders from being able to collectively receive (A) a Regular Earnout Payment in a subsequent Earnout Year during the Earnout Period, (B) a Catchup Earnout Payment in respect of such previous Earnout Year or (C) a Change of Control Earnout Payment in respect of such previous Earnout Year, and (ii) the Company Securityholders, whether due to a Catchup Earnout Payment, Accelerated Earnout Payment, Change of Control Earnout Payment or otherwise, shall not be entitled to receive more than one Earnout Payment attributable to each Earnout Year.

(g) If for any Earnout Year there is a final determination in accordance with Section 2.2 that the Company Securityholders are entitled to receive an Earnout Payment for such Earnout Year (or a Catchup Earnout Payment or Change of Control Earnout Payment for a prior Earnout Year), then such Earnout Payment will be due upon such final determination and the Parent will make such payment within ten (10) Business Days thereafter.

2.2 Earnout Procedures . As soon as practicable (but in any event within five (5) days) after the filing of the Company’s quarterly financial statements on SEC Form 10-Q for the fiscal quarter ending on the applicable Measurement Date or, the annual financial statements on SEC Form 10-K (which, in each case, for the avoidance of doubt, shall be adjusted to reflect any pro forma adjustments pursuant to the calculation of “Consolidated EBITDA” (including all “add-backs” and adjustments provided therein) (but subject to the Measurement Methodologies) set forth in the Term Loan Agreement (as amended and supplemented through the date hereof)) for the fiscal year ending on the applicable Measurement Date, the Parent’s Chief Financial Officer (the “ CFO ”) will prepare and deliver to the Parent Representative and Seller Representative a written statement (each, an “ Earnout Statement ”) that sets forth the CFO’s determination in accordance with the terms of this Article II of the EBITDA (measured as of the Measurement Date and using the Measurement Methodologies) for such Earnout Year based on the financial statements included in such Form 10-Q or Form 10-K (which, in each case, for the avoidance of doubt, shall be adjusted to reflect any pro forma adjustments pursuant to the calculation of “Consolidated EBITDA” (including all “add-backs” and adjustments provided therein) (but subject to the Measurement Methodologies) set forth in the Term Loan Agreement (as amended and supplemented through the date hereof)), and whether the Company Securityholders are entitled to receive a Regular Earnout Payment for such Earnout Year and any Catchup Earnout Payment for a prior Earnout Year or an Accelerated Earnout Payment for a subsequent Earnout Year, and the amount of such Earnout Payment that constitutes an Earnout Cash Payment Shortfall based on the information available at such time; provided , that , with respect to any Earnout Statement delivered for any Measurement Date within the first three (3) fiscal quarters of 2018, (i) EBITDA for each of the second and third fiscal quarters of 2017 will be based, in the first instance, on the Company’s consolidated reviewed financial statement for fiscal year 2017 if available as of the applicable Measurement Date), or if such audited financial statements are not yet available as of the applicable Measurement Date, then, in the second instance, on the financial statements included in the Registration Statement (which, in each case, for the avoidance of doubt, shall be adjusted to reflect any pro forma adjustments pursuant to the calculation of “Consolidated EBITDA” (including all “add-backs” and adjustments provided therein) (but subject to the Measurement Methodologies) set forth in the Term Loan Agreement (as amended and supplemented through the date hereof)), and (ii) EBITDA for the fourth quarter of 2017 will be based, in the first instance on the Company’s audited financial statements for fiscal year 2017 (if available as of the applicable Measurement Date), or if such audited financial statements are not yet available as of the applicable Measurement Date, then, in the second instance, on the Company’s reviewed financial statement for the fourth fiscal quarter of 2017 (which, in each case, for the avoidance of doubt, shall be adjusted to reflect any pro forma adjustments pursuant to the calculation of “Consolidated EBITDA” (including all “add-backs” and adjustments provided therein) (but subject to the Measurement Methodologies) set forth in the Term Loan Agreement (as amended and supplemented through the date hereof)). Each of the Parent Representative and the Seller Representative will have fifteen (15) days after its receipt of an Earnout Statement to review it. To the extent reasonably required to complete their respective reviews of such Earnout Statement, the Parent and its Subsidiaries will provide each of the Parent Representative and the Seller Representative and their respective Representatives with reasonable access to the books and records of the Parent and its Subsidiaries, their

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respective finance personnel and any other information that the Parent Representative or the Seller Representative reasonably requests relating to the determination of the EBITDA, the Regular Earnout Payment for such Earnout Year, any Catchup Earnout Payment for a prior Earnout Year, an Accelerated Earnout Payment for a subsequent Earnout Year and any Earnout Cash Payment Shortfall. In addition, and without limiting the foregoing, upon request of either Parent Representative or the Seller Representative, the CFO shall provide a written statement setting forth in reasonable detail the calculation of EBITDA as set forth in the applicable Earnout Statement and reasonable documentary support reflecting the basis of such calculation. Either the Parent Representative or the Seller Representative may deliver written notice to the CFO (by providing notice to the Parent to the attention of the CFO) and the other Party on or prior to the fifteen (15th) day after receipt of an Earnout Statement specifying in reasonable detail any items that they wish to dispute and the basis therefor. If the Seller Representative or the Parent Representative fails to deliver such written notice in such fifteen (15) day period, then such Party will have waived its right (and, with respect to the Seller Representative, the right of the Company Securityholders, and, with respect to the Parent Representative, the right of the Parent or its Subsidiaries) to contest such Earnout Statement and the calculations set forth therein of the EBITDA, the Regular Earnout Payment for such Earnout Year, any Catchup Earnout Payment for a prior Earnout Year or an Accelerated Earnout Payment for a subsequent Earnout Year. If either the Parent Representative or the Seller Representative provides the CFO and the other Party with written notice of any objections to the Earnout Statement in such fifteen (15) day period, then the Seller Representative and the Parent Representative will, for a period of twenty (20) days following the date of delivery of such notice, attempt to resolve their differences and any written resolution by them as to any disputed amount will be final and binding for all purposes under this Agreement. If at the conclusion of such twenty (20) day period the Seller Representative and the Parent Representative have not reached an agreement on any objections with respect to the Earnout Statement, then upon the written request of either Party the Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the dispute resolution procedures set forth in Section 1.12(b) (with any reference therein to the Closing Statement instead referring to the applicable Earnout Statement in dispute). The Parties acknowledge that any information provided pursuant to this Section 2.2 will be subject to the confidentiality obligations of Section 6.14 . The Parent hereby agrees during the Earnout Period to use its reasonable best efforts to maintain a financial reporting system that enables the parties to calculate the EBITDA and Earnout Payments for purposes of this Article II .

2.3 Sponsor Earnout Shares .

(a) In accordance with the letter agreement entered into on or about the date hereof by and among the Sponsor, the Parent, the Company and the Seller Representative in the form attached as Exhibit D hereto (the “ Sponsor Earnout Letter and Amendment to Escrow Agreement ”), the Sponsor has agreed that effective upon the Closing, the Sponsor will forfeit 1,078,125 of the Parent Founder Shares owned by the Sponsor and subject 2,156,250 of the Parent Founder Shares owned by the Sponsor (the “ Sponsor Earnout Shares ”) to potential forfeiture in the event that the Earnout Payments are not achieved by the Parent and its Subsidiaries, including the Surviving Corporation and Surviving Entity pursuant to this Article II, with such Sponsor Earnout Shares vesting pursuant to the terms of this Section 2.3 .

(b) One-third (1/3 ^rd ) of the Sponsor Earnout Shares shall become fully vested and no longer subject to forfeiture upon each date of final determination pursuant to Section 2.2 that (i) the 2018 Target has been achieved, (ii) the 2019 Target has been achieved, and (iii) the 2020 Target has been achieved, and, in each case, that the applicable Earnout Payment has become payable as a result thereof (whether in the form of a Regular Earnout Payment, Catchup Earnout Payment or Accelerated Earnout Payment). In the event of a Change of Control, all Sponsor Earnout Shares shall immediately vest and no longer be subject to forfeiture upon such Change of Control.

(c) Any Sponsor Earnout Shares that have not vested pursuant to this Section 2.3 on or prior to the date that (i) all earned Earnout Payments have been made and (ii) it is finally determined that the Company Securityholders are not entitled to or eligible to receive any further Earnout Payments under this Agreement, will be forfeited by the Sponsor after such date.

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(d) The Parties hereby acknowledge and agree that notwithstanding Section 2.1 , each Earnout Payment otherwise payable to the Company Securityholders will be reduced by the amount of the Sponsor Earnout Shares that become vested in connection with an Earnout Payment by directly reducing each Earnout Stock Payment by the amount of the Sponsor Earnout Shares that have become vested pursuant to this Section 2.3 .

2.4 Future Operations . Following the Closing (including during the Earnout Period), the Parent and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon the good faith business requirements of the Parent and its Subsidiaries. Each of the Parent and its Subsidiaries, including the Target Companies will be permitted, following the Closing (including during the Earnout Period), to make changes at its sole discretion, based upon the good faith business requirements of the Parent and its Subsidiaries, to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the EBITDA and the ability of the Company Securityholders to earn the Earnout Payments, and, subject to the proviso below, neither the Company Securityholders, nor the Seller Representative on their behalf, will have any right to claim the loss of all or any portion of an Earnout Payment or other damages as a result of such decisions; provided, that, the disinterested independent directors on the Post-Closing Parent Board shall not cause the Parent and its Subsidiaries, including the Target Companies, to take any actions in bad faith specifically intended to prevent or impede the achievement of any of the Earnout Targets or otherwise frustrate the earning of any Earnout Payment.

ARTICLE III CLOSING

3.1 Closing . Subject to the satisfaction or waiver of the conditions set forth in Article VIII , the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Ellenoff Grossman & Schole, LLP, 1345 Avenue of the Americas, New York, NY 10105, on the second (2 ^nd ) Business Day after all the Closing conditions to this Agreement have been satisfied or waived at 10:00 a.m. local time, or at such other date, time or place as the Parent and the Company may agree (the date and time at which the Closing is actually held being the “ Closing Date ”).

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS

Except as set forth in (i) the disclosure schedules delivered by the Parent to the Company on the date hereof (the “ Parent Disclosure Schedules ”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer or (ii) the SEC Reports that are available on the SEC’s website through EDGAR prior to the date hereof (other than disclosures in the “Risk Factors” or “Forward Looking Statements” sections of any SEC Reports or any other similar disclosure in any SEC Reports to the extent that such disclosure is predictive or forward-looking in nature), the Parent and Merger Sub represents and warrants to the Company, as of the date hereof and as of the Closing, as follows:

4.1 Organization and Standing . Each of the Parent and the Merger Subs is a business company duly incorporated or formed (as applicable), validly existing and in good standing under the Laws of the State of Delaware. Each of the Parent and the Merger Subs has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Parent and the Merger Subs is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. The Parent has heretofore made available to the Company accurate and complete copies of the Organizational Documents of the Parent and the Merger Subs, as currently in effect. The Parent and the Merger Subs are not in violation of any provision of their Organizational Documents. Each of the Merger Subs is wholly owned directly by the Parent, was formed solely for the purpose of effecting the Mergers and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

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4.2 Authorization; Binding Agreement .

(a) Each of the Parent and the Merger Subs has all requisite corporate and limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Parent Stockholder Approval and the filing of the Amended Parent Charter with the Secretary of State of the State of Delaware and the approval of Merger Subs’ stockholders or members (as applicable). The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors or member of the Parent and the Merger Subs (as applicable), and (b) other than the Required Parent Stockholder Approval and the filing of the Amended Parent Charter with the Secretary of State of the State of Delaware and the approval of Merger Subs’ stockholders or members (as applicable), no other corporate or limited liability company proceedings, other than as set forth elsewhere in the Agreement, on the part of the Parent or the Merger Subs are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Parent or the Merger Subs is a party shall be when delivered, duly and validly executed and delivered by the Parent or the Merger Subs (as applicable) and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Parent or the Merger Subs (as applicable), enforceable against the Parent and the Merger Subs (as applicable) in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “ Enforceability Exceptions ”).

(b) The board of directors of the Parent, at a meeting duly called and held or by unanimous written consent, adopted resolutions (i) approving this Agreement and the consummation of the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby constitute a “Business Combination” (as defined in the Parent’s amended and restated certificate of incorporation) and are fair to, and in the best interests of, the Parent and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of the Parent for adoption, (iv) recommending that its stockholders adopt this Agreement and approve the Mergers (the “ Parent Recommendation ”) and (v) declaring that this Agreement is advisable. Such resolutions referred to above have not been amended or rescinded by the Parent’s board of directors prior to the date of this Agreement.

4.3 Governmental Approvals . Except as otherwise described in Schedule 4.3 , no Consent of or with any Governmental Authority, on the part of the Parent is required to be obtained or made in connection with the execution, delivery or performance by the Parent of this Agreement and each Ancillary Document to which it is a party or the consummation by the Parent of the transactions contemplated hereby and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as contemplated by this Agreement, (c) any filings required with Nasdaq or the SEC with respect to the transactions contemplated by this Agreement, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on the Parent.

4.4 Non-Contravention . Except as otherwise described in Schedule 4.4 , and subject to obtaining the Required Parent Stockholder Approval and the filing of the Amended Parent Charter with the Secretary of State of the State of Delaware and the approval of Merger Subs’ stockholders or members (as applicable), the execution and delivery by the Parent of this Agreement and each Ancillary Document to which it is a party, the consummation by the Parent of the transactions contemplated hereby and thereby, and compliance by the Parent

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with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Parent’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Parent or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Parent under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of the Parent under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Parent Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Parent.

4.5 Capitalization .

(a) The Parent is authorized to issue 40,000,000 Parent Common Shares, 5,000,000 Parent Founder Shares and 1,000,000 shares of preferred stock, par value $0.0001 per share. The issued and outstanding Parent Securities as of the date of this Agreement are set forth on Schedule 4.5(a) . All outstanding Parent Common Shares and Parent Founder Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent’s Organizational Documents or any Contract to which the Parent is a party. None of the outstanding Parent Securities has been issued in violation of any applicable securities Laws.

(b) Prior to giving effect to the First Merger, Merger Sub I is authorized to issue 1,000 Merger Sub I Common Shares, of which 1,000 shares are issued and outstanding, all of which are owned by the Parent. Prior to giving effect to the Second Merger, Merger Sub II is wholly owned by the Parent. Prior to giving effect to the transactions contemplated by this Agreement, other than the Merger Subs, the Parent does not have any Subsidiaries or own any equity interests in any other Person.

(c) Except as set forth in Schedule 4.5(a) , there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued shares of the Parent, (B) obligating the Parent to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for such shares, or (C) obligating the Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of the Parent to repurchase, redeem or otherwise acquire any shares of the Parent or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth in Schedule 4.5(c) , there are no shareholders agreements, voting trusts or other agreements or understandings to which the Parent is a party with respect to the voting of any shares of the Parent.

(d) All Indebtedness of the Parent is disclosed on Schedule 4.5(d) . No Indebtedness of the Parent contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Parent or (iii) the ability of the Parent to grant any Lien on its properties or assets.

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(e) Since the date of formation of the Parent, and except as contemplated by this Agreement, the Parent has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and the Parent’s board of directors has not authorized any of the foregoing.

4.6 SEC Filings and Parent Financials .

(a) The Parent, since its formation, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by the Parent with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Except to the extent available on the SEC’s web site through EDGAR, the Parent has delivered to the Company copies in the form filed with the SEC of all of the following: (i) the Parent’s annual reports on Form 10-K for each fiscal year of the Parent beginning with the first year the Parent was required to file such a form, (ii) the Parent’s quarterly reports on Form 10-Q for each fiscal quarter that the Parent filed such reports to disclose its quarterly financial results in each of the fiscal years of the Parent referred to in clause (i) above, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by the Parent with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through EDGAR, are collectively, the “ SEC Reports ”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “ Public Certifications ”). The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Public Certifications are each true as of their respective dates of filing. As used in this Section 4.6 , the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. As of the date of this Agreement, (A) the Parent Public Units, the Parent Common Shares, the Parent Public Rights and the Parent Public Warrants are listed on Nasdaq, (B) the Parent has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of such Parent Securities, (C) there are no Actions pending or, to the Knowledge of the Parent, threatened against the Parent by the Financial Industry Regulatory Authority or any other Person with respect to the continued listing of the Parent Securities on Nasdaq, including any intention by such entity to suspend, prohibit or terminate the quoting of such Parent Securities on Nasdaq and (D) such Parent Securities are in compliance with all of the applicable listing and corporate governance rules of Nasdaq.

(b) The financial statements and notes contained or incorporated by reference in the SEC Reports (the “ Parent Financials ”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of the Parent at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

(c) The Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. The Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and

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forms of the SEC, and that all such information is accumulated and communicated to the Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. The Parent’s management has completed an assessment of the effectiveness of the Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable SEC Report, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on the Parent’s management’s most recently completed evaluation of the Parent’s internal control over financial reporting, (i) the Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Parent’s ability to record, process, summarize and report financial information and (ii) the Parent does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal control over financial reporting.

(d) Except as and to the extent reflected or reserved against in the Parent Financials, the Parent has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the Parent Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since the Parent’s formation in the ordinary course of business.

4.7 Absence of Certain Changes . As of the date of this Agreement, except as set forth in Schedule 4.7 , the Parent has, since its formation, (a) conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Target Companies and the negotiation and execution of this Agreement) and related activities and (b) not been subject to a Material Adverse Effect.

4.8 Compliance with Laws . The Parent is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on the Parent, and the Parent has not received written notice alleging any violation of applicable Law in any material respect by the Parent.

4.9 Actions; Orders; Permits . There is no pending or, to the Knowledge of the Parent, threatened Action to which the Parent is subject which would reasonably be expected to have a Material Adverse Effect on the Parent. There is no material Action that the Parent has pending against any other Person. The Parent is not subject to any Orders of any Governmental Authority, nor are any such Orders pending. The Parent holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on the Parent.

4.10 Taxes and Returns .

(a) The Parent has or will have timely filed, or caused to be timely filed, all income and other material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Parent Financials have been established in accordance with GAAP. Schedule 4.10(a) sets forth each jurisdiction where the Parent files or is required to file a Tax Return with respect to income or other material Taxes. There are no audits, examinations, investigations or other proceedings pending against the Parent in respect of any Tax, and the Parent has not been notified in writing of any proposed Tax claims or assessments against the Parent (other than, in each case, claims or assessments that have been settled or otherwise resolved in full). There are no Liens with respect to any Taxes upon any of the Parent’s assets, other than Permitted Liens. The Parent has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Parent for any extension of time within which to file any Tax Return or

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within which to pay any Taxes shown to be due on any Tax Return. The Parent has no Liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-U.S. Law), under contract, as a transferee or successor, or by operation of applicable Law.

(b) Since the date of its formation, the Parent has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

(c) Neither the Parent nor the Merger Subs has taken any action, or has any Knowledge of any fact or circumstance, that would reasonably be expected to prevent the transactions contemplated hereby, including the Mergers, from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code.

4.11 Employees and Employee Benefit Plans . The Parent does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

4.12 Properties . The Parent does not own, license or otherwise have any right, title or interest in any material Intellectual Property. The Parent does not own or lease any material real property or Personal Property.

4.13 Material Contracts .

(a) Except as set forth on Schedule 4.13(a) , other than this Agreement and the Ancillary Documents, there are no Contracts to which the Parent is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $500,000, (ii) may not be cancelled by the Parent on less than thirty (30) days’ prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of the Parent as its business is currently conducted, any acquisition of material property by the Parent, or restricts in any material respect the ability of the Parent from engaging in business as currently conducted by it or from competing with any other Person (each such Contract, and each PIPE Agreement, a “ Parent Material Contract ”). All Parent Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports.

(b) With respect to each Parent Material Contract: (i) the Parent Material Contract was entered into at arms’ length and in the ordinary course of business; (ii) the Parent Material Contract is legal, valid, binding and enforceable in all material respects against the Parent and, to the Knowledge of the Parent, the other parties thereto, and is in full force and effect (except as such enforcement may be limited by the Enforceability Exceptions); (iii) the Parent is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by the Parent, or permit termination or acceleration by the other party, under such Parent Material Contract; and (iv) to the Knowledge of the Parent, no other party to any Parent Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by the Parent under any Parent Material Contract.

4.14 Transactions with Affiliates . Schedule 4.14 sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between the Parent and any (a) present or former director, officer or employee or Affiliate of the Parent, or any immediate family member of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of the Parent’s outstanding capital stock as of the date hereof.

4.15 Investment Company Act . The Parent is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.

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4.16 Finders and Brokers . Except as set forth on Schedule 4.16 , no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Parent, the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Parent.

4.17 Ownership of Merger Consideration Shares . Subject to obtaining the Required Parent Stockholder Approval and the filing of the Amended Parent Charter with the Secretary of State of the State of Delaware, all Stock Consideration and Earnout Stock Payments to be issued and delivered to the Company Securityholders in accordance with Article I and Article II shall be, upon issuance and delivery of such Parent Common Shares, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the applicable Lock-Up Agreement and any Liens incurred by any Company Securityholder, and the issuance and sale of such Parent Common Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

4.18 Certain Business Practices .

(a) Neither the Parent, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, (iii) made any other unlawful payment or (iv) since the formation of the Parent, directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Parent or assist it in connection with any actual or proposed transaction.

(b) The operations of the Parent are and have been conducted at all times in compliance with laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Parent with respect to the any of the foregoing is pending or, to the Knowledge of the Parent, threatened.

(c) None of the Parent or any of its directors or officers, or, to the Knowledge of the Parent, any other Representative acting on behalf of the Parent is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”), and the Parent has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.

4.19 Insurance . Schedule 4.19 lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by the Parent relating to the Parent or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and the Parent is otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of the Parent, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. There have been no insurance claims made by the Parent. The Parent has each reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to have a Material Adverse Effect on the Parent.

4.20 PIPE Investment . On or prior to the date hereof, the Parent entered into subscription agreements (the “ PIPE Agreements ”) with certain accredited investors (“ PIPE Investors ”), pursuant to which such PIPE Investors committed to acquire Parent Common Shares from Parent in the PIPE Investment, with such PIPE

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Investment to be consummated immediately prior to the Closing (other than the Deferred PIPE Closing), such commitments by the PIPE Investors pursuant to the PIPE Agreements representing an aggregate commitment of One Hundred Forty-Three Million Six Hundred Seventy-Five Thousand U.S. Dollars $(143,675,000); provided, that one PIPE Investor has agreed in its PIPE Agreement (the “ Deferred PIPE Closing Agreement ”) to consummate a portion of the PIPE Investment in an amount equal to Twelve Million U.S. Dollars ($12,000,000) (the “ Deferred PIPE Closing Amount ”) after the Closing at such time when the Parent Common Shares issued to such PIPE Investor are registered in accordance with the Securities Act (the “ Deferred PIPE Closing ”). Parent has provided to the Company duly executed copies of the PIPE Agreements, including the Deferred PIPE Closing Agreement.

4.21 Independent Investigation . The Parent and its Representatives have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies, and Parent acknowledges that it and they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies for such purpose. The Parent acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company set forth in Article V (including the related portions of the Company Disclosure Schedules) and the information provided on behalf of the Company for the Registration Statement; and (b) none of the Company nor its Representatives have made any express or implied representation or warranty as to the Target Companies, or this Agreement, except as expressly set forth in Article V (including the related portions of the Company Disclosure Schedules). Without limiting the foregoing, in connection with the due diligence investigation of the Target Companies by Parent and its Representatives, Parent and its Representatives have received and may continue to receive after the date hereof from the Company and its Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Target Companies and their businesses and operations. Parent hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that, except for the representations and warranties expressly set forth in Article V , Parent will have no claim against the Company or any of its Representatives, or any other Person, with respect thereto, including as to the accuracy or completeness of any information provided. Accordingly, for the avoidance of doubt, and without in any way limiting the provisions of this Section 4.21 , Parent hereby acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V of this Agreement, none of the Company or any of its Representatives has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans.

4.22 Trust Account .

(a) The Trust Agreement is valid, binding and in full force and effect and enforceable in accordance with its terms and has not been amended or modified (other than as it may be amended or modified during the Interim Period with the consent of the Company not to be unreasonably withheld, delayed or conditioned). Except as set forth in Schedule 4.22 , there are no separate agreements, side letters, or other agreements or understandings that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material respect or that would entitle any Person to any portion of the funds in the Trust Account prior to the Closing other than the matters described in clauses (a) through (c) of the second sentence of Section 10.1

(b) As of the date hereof, the Trust Account consists of no less than $174,800,000 invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of one-hundred (180) days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Prior to the Closing, none of the funds held in the Trust Account may be released except for the matters described in clauses (a) through (c) of the second sentence of Section 10.1 .

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ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in (i) the disclosure schedules delivered by the Company to the Parent on the date hereof (the “ Company Disclosure Schedules ”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, (ii) the Company Financials provided to the Parent or (iii) the Registration Statement to be filed with the SEC with the execution of this Agreement, the Company hereby represents and warrants to the Parent, as of the date hereof and as of the Closing, as follows:

5.1 Organization and Standing . The Company is a corporation duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Registration Statement. Each Subsidiary of the Company is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Target Company is duly qualified or licensed and in good standing to do business in each jurisdiction in which in which the character of the property owned, or leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies. The Company has provided to the Parent accurate and complete copies of its Organizational Documents and the Organizational Documents of each of its Subsidiaries, each as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents.

5.2 Authorization; Binding Agreement . The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents and the DGCL and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders representing at least the Required Company Stockholder Approval.

5.3 Capitalization .

(a) As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 106,000,000 shares of Company Class A Common Stock, 89,766,294 shares of which are issued and outstanding, and (ii) 16,000,000 shares of Company Class B Common Stock, 14,830,683 shares of which are issued and outstanding. Schedule 5.3(a) sets forth record owners of all issued and outstanding shares of capital stock of the Company, all of which shares, to the Knowledge of the Company, are owned free and clear of any

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Liens other than those imposed under the Company’s Organizational Documents. All of the outstanding shares of Company Stock have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, any other applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which it or its securities are bound. The Company holds no Company Stock in its treasury.

(b) As of the date of this Agreement, the Company has reserved 5,517,524 shares of Company Series B Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to the Company Equity Plan, which was duly adopted by the Company’s board of directors and approved by the Company’s stockholders. As of the date of this Agreement, of such shares of Company Series B Common Stock reserved for issuance under the Company Equity Plan, (i) 1,557,597 of such shares are reserved for issuance upon exercise of currently outstanding Company Options, (ii) 3,959,927 of such shares are currently issued and outstanding that were issued upon exercise of Company Options previously granted under the Company Equity Plan, and (iii) no shares remain available for future awards under the Company Equity Plan. The Company has furnished to the Parent complete and accurate copies of the Company Equity Plan and forms of agreements used thereunder. Schedule 5.3(b) sets forth the beneficial and record owners of all outstanding Company Options and other Company Convertible Securities (including in each case, as applicable, the grant date, number and type of shares issuable thereunder, the exercise price and the expiration date). Except as set forth above, as of the date of this Agreement, there are no options, warrants or other rights to subscribe for or purchase any equity interests of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity interests of the Company, or preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of its stockholders is a party or bound relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. There are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the Company’s equity interests. Except as set forth in the Company’s Organizational Documents, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or securities of the Company. The Company has not granted any registration rights to any Person with respect to the Company’s equity securities. All of the Company’s securities have been granted, offered, sold and issued in compliance with all applicable securities Laws in all material respects. As a result of the consummation of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

(c) Each Company Option intended to qualify as an “incentive stock option” under the Code so qualifies. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, and: (i) the stock option agreement governing such grant was duly executed and delivered by each party thereto; (ii) each such grant was made in accordance with the terms of the Company Equity Plan and all other applicable Laws; (iii) the per share exercise price of each Company Option was equal to the fair market value of a share of Company Class B Common Stock on the applicable grant date; and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.

(d) Except as disclosed in the Company Financials since January 1, 2015, the Company has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of the Company, and the board of directors of the Company has not authorized any of the foregoing.

5.4 Subsidiaries . The Company has provided to the Parent a true and correct list setting forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction of organization and (b) the number and percentage of issued and outstanding shares or other equity interests owned directly or

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indirectly by the Company. All of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable securities Laws, and owned by one or more of the Company or its Subsidiaries free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company. Except as disclosed in the Registration Statement, no Target Company has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions or dividends to its equity holders, to repay any debt owed to any other Target Company or from transferring any of its properties or assets to another Target Company. Except for the equity interests of the Subsidiaries set forth in the Registration Statement, the Company does not own or have any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person. Other than its Subsidiaries, the Company does not own, directly or indirectly an equity interest in any corporation, partnership, limited liability company, joint venture or other entity. There are no outstanding contractual obligations of the Company or its Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

5.5 Governmental Approvals . No Consent of, or with, any Governmental Authority on the part of any Target Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the transactions contemplated hereby or thereby other than (a) such filings as expressly contemplated by this Agreement, (b) pursuant to Antitrust Laws and (c) except as would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

5.6 Non-Contravention . The execution and delivery by the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which any Target Company is a party or otherwise bound, and the consummation by any Target Company of the transactions contemplated hereby and thereby and compliance by any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Target Company’s Organizational Documents, (b) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies and subject to obtaining the Consents from Governmental Authorities referred to in Section 5.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Target Company or any of its properties or assets, or (c) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Target Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third-party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract.

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5.7 Financial Statements .

(a) As used herein, the term “ Company Financials ” means the (i) audited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies as of December 31, 2016 and December 31, 2015, and the related consolidated audited income statements, changes in stockholder equity and statements of cash flows for the years then ended, and (ii) the unaudited condensed consolidated financial statements, consisting of the condensed consolidated balance sheet of the Target Companies as of September 30, 2017 (the “ Interim Balance Sheet Date ”) and the related condensed consolidated income statement, changes in stockholder equity and statement of cash flows for the nine months then ended. True and correct copies of the Company Financials have been provided to the Parent. The Company Financials (i) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved, (ii) comply with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder, and (iii) fairly present in all material respects the consolidated financial position of the Target Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Companies for the periods indicated. All non-GAAP financial measures (as such term is defined in the rules and regulations of the SEC) contained in the Registration Statement will comply with Regulation G and Item 10 of Regulation S-K. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

(b) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as described in the Company Financials, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

(c) Since the date of the latest audited financial statements included in the Company Financials there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(d) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

(e) No Target Company has been subject to or involved in any material fraud that involves management or other employees who have a significant role in the internal controls over financial reporting of the any Target Company. Since January 1, 2015, no Target Company or its Representatives has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any Target Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing practices.

(f) Except as disclosed in the Company Financials, the Target Companies do not have any Indebtedness other than the Indebtedness, and in such amounts (including principal and any accrued but unpaid interest or other obligations with respect to such Indebtedness). Except as disclosed in the Company Financials, no Indebtedness of any Target Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company, or (iii) the ability of the Target Companies to grant any Lien on their respective properties or assets.

(g) No Target Company is subject to any Liabilities or obligations (whether or not required to be reflected on a balance sheet prepared in accordance with GAAP), including any off-balance sheet obligations or

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any “variable interest entities” (within the meaning Accounting Standards Codification 810), except for those that are either (i) adequately reflected or reserved on or provided for in the consolidated balance sheet of the Company and its Subsidiaries as of the Interim Balance Sheet Date contained in the Company Financials, (ii) not material and that were incurred after the Interim Balance Sheet Date in the ordinary course of business consistent with past practice (other than Liabilities for breach of any Contract or violation of any Law).

5.8 Absence of Certain Changes . Since September 30, 2017, each Target Company has (a) conducted its business only in the ordinary course of business consistent with past practice, (b) not been subject to a Material Adverse Effect and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section 6.2(b) (without giving effect to Schedule 6.2 ) if such action were taken on or after the date hereof without the consent of the Parent.

5.9 Compliance with Laws . No Target Company is or has been in conflict or non-compliance with, or in default or violation of, nor has any Target Company received, since January 1, 2014, any written or, to the Knowledge of the Company, oral notice of any conflict or non-compliance with, or default or violation of, any applicable Laws by which it or any of its properties, assets, employees, business or operations are or were bound or affected, except for such conflicts, non-compliance, defaults or violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

5.10 Company Permits . Except as would not, individually or the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, each Target Company (and its employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Target Company), holds all Permits necessary to lawfully its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (collectively, the “ Company Permits ”). Except as would not, individually or the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies (i) all of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the Company’s Knowledge, threatened; (ii) no Target Company is in violation in any respect of the terms of any Company Permit; (iii) and no Target Company has received any written or, to the Knowledge of the Company, oral notice of any Action relating to the revocation or modification of any Company Permit.

5.11 Litigation . Except as disclosed to Parent or set forth in the Registration Statement, there is no (a) Action of any nature pending or, to the Company’s Knowledge, threatened, nor is there any reasonable basis for any Action to be made; or (b) Order pending now or rendered by a Governmental Authority, in either case of (a) or (b) by or against any Target Company, its current or former directors, officers or equity holders (provided, that any litigation involving the directors, officers or equity holders of a Target Company must be related to the Target Company’s business, equity securities or assets), its business, equity securities or assets that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

5.12 Material Contracts .

(a) Schedule 5.12(a) sets forth a true, correct and complete list of, and the Company has made available to the Parent (including written summaries of oral Contracts), true, correct and complete copies of, each Contract to which any Target Company is a party or by which any Target Company, or any of its properties or assets are bound or affected (each contract required to be set forth on Schedule 5.12(a) , a “ Company Material Contract ”) that that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant.

(b) Except as would not, individually or the aggregate reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, with respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against the Target Company party thereto (subject to the Enforceability Exceptions) and, to the Knowledge of the Company, each other party

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thereto, and is in full force and effect; (ii) the consummation of the transactions contemplated by this Agreement will not affect the validity or enforceability of any Company Material Contract; (iii) no Target Company is in breach or default in any respect, and no event has occurred that with the passage of time or giving of notice or both would constitute a breach or default by any Target Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (iv) to the Knowledge of the Company, no other party to such Company Material Contract is in breach or default in any respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by any Target Company, under such Company Material Contract; (v) no Target Company has received written or, to the Knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation by any party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business; and (vi) no Target Company has waived any rights under any such Material Contract.

5.13 Intellectual Property .

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies: (i) each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company (“ Company IP ”), except for the Intellectual Property that is the subject of the Company IP Licenses; (ii) any Company Registered IP or other Company IP that is purported to be owned by a Target Company, such Target Company has obtained valid assignments of rights from all applicable third Persons such that each such Target Company owns all Intellectual Property rights therein; (iii) all material Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP; and (iv) all registrations for Company Registered IP that are owned by or exclusively licensed to any Target Company are valid and in force, and all applications to register any material Company Registered IP are pending and in good standing, all without challenge of any kind, except for any applications that a Target Company may have intentionally abandoned or withdrawn.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies: (i) each Target Company has a valid and enforceable license to use all Intellectual Property that is the subject of the Company IP Licenses applicable to such Target Company; (ii) the Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions necessary to operate the Target Companies as presently conducted; (iii) each Target Company has performed all obligations imposed on it in the Company IP Licenses, has made all payments required to date, and such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder; (iv) the continued use by the Target Companies of the Intellectual Property that is the subject of the Company IP Licenses in the same manner that it is currently being used is not restricted by any applicable license of any Target Company; and (v) no Target Company is party to any Contract that requires a Target Company to assign to any Person all of its rights in any Intellectual Property developed by a Target Company under such Contract.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, each Target Company has performed all obligations imposed on it in the Company Outbound IP Licenses, and such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder,

(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, (i) no Action is pending or, to the Company’s Knowledge, threatened that challenges the validity, enforceability, ownership, or right to use, sell, license or sublicense any Company IP, and (ii) no Target Company has received any written or, to the Knowledge of the Company, oral

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notice or claim asserting or suggesting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred, as a consequence of the business activities of any Target Company, nor to the Knowledge of the Company is there a reasonable basis therefor. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, there are no Orders to which any Target Company is a party or its otherwise bound that (i) restrict the rights of a Target Company to use, transfer, license or enforce any Intellectual Property owned by a Target Company, (ii) restrict the conduct of the business of a Target Company in order to accommodate a third Person’s Intellectual Property, or (iii) other than the Company Outbound IP Licenses, grant any third Person any right with respect to any Intellectual Property owned by a Target Company. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, no Target Company is currently infringing, or has, in the past, infringed, misappropriated or violated any Intellectual Property of any other Person in any material respect in connection with the ownership, use or license of any Intellectual Property owned or purported to be owned by a Target Company or, to the Knowledge of the Company, otherwise in connection with the conduct of the respective businesses of the Target Companies. To the Company’s Knowledge, no third Person is infringing upon, has misappropriated or is otherwise violating any Company IP in any material respect.

(e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, (i) all employees and independent contractors of a Target Company have executed a confidentiality and assignment of inventions agreement with a Target Company and assigned to the Target Companies all Intellectual Property arising from the services performed for a Target Company by such Persons, (ii) no current or former officers, employees or independent contractors of a Target Company have claimed any ownership interest in any Intellectual Property owned by a Target Company, (iii) to the Knowledge of the Company, there has been no violation of a Target Company’s policies or practices related to protection of Company IP or any confidentiality or nondisclosure Contract relating to the Intellectual Property owned by a Target Company, (iv) to the Company’s Knowledge, none of the employees of any Target Company is obligated under any Contract, or subject to any Order, that would materially interfere with the use of such employee’s best efforts to promote the interests of the Target Companies, or that would materially conflict with the business of any Target Company as presently conducted or contemplated to be conducted. Each Target Company has taken reasonable security measures in order to protect the secrecy, confidentiality and value of the material Company IP.

(f) To the Knowledge of the Company, no Person has obtained unauthorized access to third-party information and data in the possession of a Target Company, nor has there been any other material compromise of the security, confidentiality or integrity of such information or data. Each Target Company has complied with all applicable Laws relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except where the failure to so comply as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies. The operation of the business of the Target Companies has not and does not violate any right to privacy or publicity of any third person, or constitute unfair competition or trade practices under applicable Law, which violation would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

(g) The Company has no Knowledge of any technology used or employed by a Target Company which has been obtained or is being used by a Target Company in violation of any contractual obligation binding on a Target Company or any of its directors, executive officers or employees, or otherwise in violation of the rights of any Persons. The Target Companies own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the businesses of the Target Companies, except where the failure to have such right would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

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5.14 Taxes and Returns .

(a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), except where the failure to so file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, which Tax Returns are correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established and except for such taxes, assessments, fines or penalties the non-payment of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies. Each Target Company has complied with all applicable Laws relating to Tax.

(b) No Target Company is aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

5.15 Real Property .

(a) The Target Companies do not own any real property.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, (i) each Target Company has a valid, binding and enforceable leasehold interest under each of the real properties under which it is a lessee (the “ Company Leased Properties ”), free and clear of all Liens other than Permitted Liens, and (ii) each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “ Company Real Property Leases ”), is in full force and effect. The Company has provided to Parent true, correct and complete copies of all material Company Real Property Leases. No Target Company is in default under any Company Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, except for such defaults as would not individually or the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies. No Target Company has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by a Target Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in default thereof, except for such defaults as would not individually or the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies. No party to any Company Real Property Lease has exercised any termination rights with respect thereto.

5.16 Title to and Sufficiency of Assets . Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests and (iii) Liens specifically identified on the Interim Balance Sheet. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the assets, rights and properties that are used in the operation of the businesses of the Target Companies as it is now conducted and presently proposed to be conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted and as presently proposed to be conducted, except where the failure to hold such assets, rights and properties would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

5.17 Employee Matters .

(a) No Target Company is a party to any collective bargaining agreement or other Contract covering any group of employees, labor organization or other representative of any of the employees of any Target Company, and the Company has no Knowledge of any activities or proceedings of any labor union or other party

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to organize or represent such employees. There has not occurred or, to the Knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. There are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims), if any, that are pending or, to the Knowledge of the Company, threatened between any Target Company and Persons employed by or providing services as independent contractors to a Target Company, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies. No current officer or senior employee of a Target Company has provided any Target Company written or, to the Knowledge of the Company, oral notice of his or her plan to terminate his or her employment with any Target Company.

(b) Except as would not, individually or the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, each Target Company (i) is and has been in compliance in all respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and has not received written or, to the Knowledge of the Company, oral notice that there is any pending Action involving unfair labor practices against a Target Company, (ii) is not liable for any arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past practice). There are no Actions pending or, to the Knowledge of the Company, threatened against a Target Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship, except as would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

(c) Except for current amounts due November 30, 2017, the Target Companies have paid in full to all their employees all wages, salaries, commission, bonuses and other compensation due to their employees, including overtime compensation, and no Target Company has any obligations or Liability (whether or not contingent) with respect to severance payments to any such employees under the terms of any written or, to the Company’s Knowledge, oral agreement, or commitment or any applicable Law, custom, trade or practice, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, (i) all independent contractors (including consultants) currently engaged by any Target Company are a party to a written Contract with a Target Company and (ii) for the purposes of applicable Law, including the Code, all independent contractors who are currently, or within the last six (6) years have been, engaged by a Target Company are bona fide independent contractors and not employees of a Target Company.

5.18 Benefit Plans .

(a) With respect to each Benefit Plan of a Target Company (each, a “ Company Benefit Plan ”), there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the Company Financials. No Target Company is or has in the past been a member of a “controlled group” for purposes of Section 414(b), (c), (m) or (o) of the Code, nor does any Target Company have any Liability with respect to any collectively-bargained for plans, whether or not subject to the provisions of ERISA.

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(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, each Company Benefit Plan is and has been operated at all times in compliance with all applicable Laws in all respects, including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the Target Companies have requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. To the Company’s Knowledge, no fact exists which would reasonably be expected to materially and adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, with respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all respects in accordance with its terms, the Code and ERISA; (ii) no breach of fiduciary duty has occurred in any respect; (iii) no Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iv) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (v) all contributions and premiums due have been made in all respects as required under ERISA or have been fully accrued for by the Target Companies in the Company Financials.

5.19 Environmental Matters .

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, each Target Company is and has been in compliance in all respects with all applicable Environmental Laws, including obtaining, maintaining in good standing, and complying with all Permits required for its business and operations by Environmental Laws (“ Environmental Permits ”), no Action is pending or, to the Company’s Knowledge, threatened to revoke, modify, or terminate any such Environmental Permit, and, to the Company’s Knowledge, no facts, circumstances, or conditions currently exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies: (i) no Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to any Liability or obligation under applicable Environmental Laws; and (ii) no fact, circumstance, or condition exists in respect of any Target Company or any property currently or formerly owned, operated, or leased by any Target Company or any property to which a Target Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in a Target Company incurring any Environmental Liabilities.

5.20 Transactions with Related Persons . No officer, director or 10% Owner of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “ Related Person ”) since January 1, 2015, has been, a party to any transaction with a Target Company that would be required to be disclosed pursuant to Item 404 of Regulation S-K.

5.21 Insurance . The Target Companies are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. All premiums due and payable under all such insurance policies have been timely paid and the Target Companies are otherwise in compliance with the terms of such insurance policies, except for such non-

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compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies. No Target Company has any self-insurance or co-insurance programs. Since January 1, 2015, no Target Company has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy. Since January 1, 2015, no Target Company has been refused any insurance coverage sought or applied for, and no Target Company has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

5.22 Export Control Laws . Each Target Company is in compliance in all respects with all Export Control Laws applicable to it, except where the failure to be in compliance, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to the Target Companies. Without limiting the foregoing: (a) each Target Company has obtained all export licenses and other approvals required for its exports of products, Software and technologies required by any Export Control Law and all such approvals and licenses are in full force and effect; (b) each Target Company is in compliance with the terms of such applicable export licenses or other approvals; and (c) there are no claims pending or threatened in writing against a Target Company with respect to such export licenses or other approvals, except with respect to (a), (b) and (c) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

5.23 Books and Records . All of the financial books and records of the Target Companies are complete and accurate in all respects and since January 1, 2015 have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws in all respects, except where the failure to so be so complete and accurate and maintained would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

5.24 Top Customers and Suppliers . The relationships of the Target Companies with the ten (10) largest customers of the Target Companies (by dollar volume received for the twelve (12) month period ending on the Interim Balance Sheet Date) (the “ Top Customers ”) and the ten (10) largest suppliers of goods or services to the Target Companies (by dollar volume paid for the twelve (12) month period ending on the Interim Balance Sheet Date) (the “ Top Suppliers ”) are good commercial working relationships, and (i) no Top Supplier or Top Customer within the last twelve (12) months has cancelled or terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or, to the Company’s Knowledge, intends to modify materially its material relationships with a Target Company or intends to stop, decrease or limit materially its products or services to any Target Company or its usage or purchase of the products or services of any Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any material amount due to any Target Company or seek to exercise any remedy against any Target Company, (iv) no Target Company has within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any Target Company with any Top Supplier or Top Customer in any material respect.

5.25 Government Contracts .

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies: (i) none of the directors, officers or employees of any Target Company is (or since January 1, 2012 has been) under administrative, civil or criminal investigation or indictment by any Governmental Authority (except as to routine security investigations); (ii) there is no pending or, to the Knowledge of the Company, threatened audit or investigation by any Governmental Authority of any

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Target Company or any of their respective directors, officers or employees with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid; (iii) since January 1, 2012, no Target Company has made a disclosure with respect to any alleged irregularity, misstatement or omission arising under a Government Contract with or a Government Bid by any Target Company, other than routine inquiries, audits and reconciliations; and (iv) the Target Companies have complied with the terms and conditions of each Government Contract and each Government Bid to which it is a party or subject to and all Laws applicable and pertaining to each such Government Contract and Government Bid.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, there are (i) no outstanding claims against any Target Company by a Governmental Authority or by any prime contractor, subcontractor or vendor arising under any Government Contract with or Government Bid by any Target Company and (ii) no disputes between a Governmental Authority and any Target Company under the Contract Disputes Act or any other applicable Law or between any Target Company and any prime contractor, subcontractor or vendor arising under any such Government Contract with or Government Bid by a Target Company. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, (i) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect, has been issued, or, has, to the Knowledge of the Company, been threatened in writing or is expected with respect to any Government Contract or Government Bid and (ii) no Government Contract has been terminated for default, breach, cause or other failure to perform, and no Target Company has received any adverse or negative past performance evaluations or ratings since January 1, 2015.

(c) No Target Company is suspended or debarred from doing business with a Governmental Authority, nor is any Target Company the subject of a finding of non-responsibility or ineligibility for U.S. Government contracting or contracting with any other Governmental Authority. In the past six (6) years, no Target Company has engaged in any activity that gave rise to an Organizational Conflict of Interest (as defined in FAR 9.501 or applicable agency FAR supplements or the Government Contracts or any comparable applicable state or local Law), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Target Companies.

(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies, (i) each Target Company’s cost accounting system and procurement systems with respect to the Government Contracts and Government Bids are in compliance with applicable regulations and legal requirements, (ii) no Target Company has received notice from a Governmental Authority of a determination that the cost accounting systems of any Target Company are inadequate for accumulating and billing costs under Government Contracts and (iii) there has been no claim of defective pricing, mischarging or improper payments on the part of any Target Company.

5.26 Certain Business Practices .

(a) No Target Company, nor to the Company’s knowledge any of their respective Representatives acting on their behalf, has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977 or (c) made any other unlawful payment. No Target Company, nor to the Company’s knowledge any of their respective Representatives acting on their behalf has directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder any Target Company or assist any Target Company in connection with any actual or proposed transaction.

(b) The operations of each Target Company are and have been conducted at all times in material compliance with laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental

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Authority, and no Action involving a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened.

(c) No Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by OFAC, and no Target Company has, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.

5.27 Investment Company Act . The Company is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.

5.28 Finders and Brokers . No Target Company has incurred or will incur any Liability for any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby.

5.29 Independent Investigation . The Company has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Parent, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Parent for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Parent set forth in Article IV (including the related portions of the Parent Disclosure Schedules); and (b) neither the Parent nor any of its Representatives have made any representation or warranty as to the Parent or this Agreement, except as expressly set forth in Article IV (including the related portions of the Parent Disclosure Schedules).

5.30 Information Supplied . None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to the Parent’s stockholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Parent or its Affiliates.

5.31 Disclosure . No representations or warranties by the Company in this Agreement (as modified by the Company Disclosure Schedules) or the Ancillary Documents, (a) contains or will contain any untrue statement of a material fact, or (b) omits or will omit to state, when read in conjunction with all of the information contained in this Agreement, the Company Disclosure Schedules and the Ancillary Documents, any fact necessary to make the statements or facts contained therein not materially misleading.

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ARTICLE VI COVENANTS

6.1 Access and Information .

(a) The Company shall give, and shall direct its Representatives to give, the Parent and its Representatives, during normal business hours and upon reasonable notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies (solely to the extent in the possession of the Target Companies), as the Parent or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct each of the Company’s Representatives to reasonably cooperate with the Parent and its Representatives in their investigation; provided, however, that the Parent and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies; provided, however, the Company and its Representatives shall not be required to provide any of the foregoing (i) with respect to any information that is subject to attorney-client privilege to the extent doing so would reasonably be expected to cause such privilege to be waived, or (ii) if the Company reasonably determines in good faith, after consulting with outside counsel, that such cooperation or access is prohibited by the HSR Act or any other federal, state or local applicable Laws. All such access and information obtained as a result of such access shall be subject to the terms and conditions of Section 6.14 .

(b) The Parent shall give, and shall direct its Representatives to give, the Company and its Representatives, during normal business hours and upon reasonable notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Parent or its Subsidiaries (solely to the extent in the possession of the Parent or its Subsidiaries, as applicable), as the Company or its Representatives may reasonably request regarding the Parent, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct each of the Parent’s Representatives to reasonably cooperate with the Company and its Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Parent or any of its Subsidiaries; provided, however, the Parent and its Representatives shall not be required to provide any of the foregoing (i) with respect to any information that is subject to attorney-client privilege to the extent doing so would reasonably be expected to cause such privilege to be waived, or (ii) if the Parent reasonably determines in good faith, after consulting with outside counsel, that such cooperation or access is prohibited by the HSR Act or any other federal, state or local applicable Laws. All such access and information obtained as a result of such access shall be subject to the terms and conditions of Section 6.14 .

6.2 Conduct of Business of the Company .

(a) Unless the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the

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termination of this Agreement in accordance with Section 9.1 or the Closing (the “ Interim Period ”), except as expressly contemplated by this Agreement, as set forth on Schedule 6.2 or as required by applicable Law, the Company shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice and (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees.

(b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, as set forth on Schedule 6.2 or as required by applicable Law, during the Interim Period, without the prior written consent of the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries to not:

(i) amend, waive or otherwise change, in any material respect, its Organizational Documents;

(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities except (i) with respect to the granting of Company Options to Target Company employees and other service providers consistent with past practice or (ii) as the result of the exercise or conversion of any Company Convertible Securities outstanding as of the date hereof (or in respect of Company Options described in clause (i) above);

(iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv) materially increase the wages, salaries, bonuses, other compensation or benefits of its employees other than in the ordinary course of business, consistent with past practice;

(v) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any Company Registered IP, Company IP License or other Company IP that is material to the business of any Target Company (excluding non-exclusive licenses of Company IP to Target Company customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets;

(vi) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(vii) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(viii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors;

(ix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(x) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations outside of the ordinary course of business and consistent with past practice), or otherwise dispose of any material portion of its properties, assets or rights;

(xi) other than as required by this Agreement and the Voting Agreements, enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;

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(xii) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement;

(xiii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); or

(xiv) authorize or agree to do any of the foregoing actions.

6.3 Conduct of Business of the Parent.

(a) Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement, as set forth on Schedule 6.3 or as required by applicable Law, the Parent shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice and (ii) comply with all Laws applicable to the Parent and its Subsidiaries and their respective businesses, assets and employees.

(b) Without limiting the generality of Section 6.3(a) and except as contemplated by the terms of this Agreement (including as contemplated by the PIPE Investment), as set forth on Schedule 6.3 or as required by applicable Law, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), the Parent shall not, and shall cause its Subsidiaries to not:

(i) amend, waive or otherwise change, in any material respect, its Organizational Documents;

(ii) other than the PIPE Investment, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;

(iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv) amend, waive or otherwise change the Trust Agreement in any manner adverse to the Parent;

(v) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(vi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(vii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting the Parent’s outside auditors;

(viii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Mergers);

(ix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

(x) enter into any agreement, understanding or arrangement with respect to the voting of Parent Securities;

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(xi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement;

(xii) take any action that would reasonably be expected to significantly delay or impair (A) the timely filing of any of its public filings with the SEC (giving effect to any permitted extensions), (B) its compliance in all material respects with applicable securities Laws or (C) the listing of the Parent Common Shares and the Parent Public Warrants on Nasdaq; or

(xiii) authorize or agree to do any of the foregoing actions.

6.4 Parent Public Filings . During the Interim Period, the Parent will keep current and timely file all of its public filings with the SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts to maintain the listing of the Parent Public Units, the Parent Common Shares, the Parent Public Rights and the Parent Public Warrants on Nasdaq; provided , that the Parties acknowledge and agree that from and after the Closing, Parent intends to list on Nasdaq on the Parent Common Shares and the Parent Public Warrants.

6.5 No Solicitation .

(a) For purposes of this Agreement, (i) an “ Acquisition Proposal ” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “ Alternative Transaction ” means (A) with respect to the Company and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning the sale of (x) all or any material part of the business or assets of the Target Companies (other than in the ordinary course of business consistent with past practice) or (y) any material portion of the shares or other equity interests or profits of the Target Companies, in any case, whether such transaction takes the form of a sale of shares or other equity, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise and (B) with respect to the Parent and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning a Business Combination.

(b) During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without the prior written consent of the Company and the Parent, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates or their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend in writing, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party.

(c) Each Party shall notify the others as reasonably promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any request for non-public information relating to such Party or its Affiliates, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives to, immediately cease and cause to be

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terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

6.6 No Trading . The Company acknowledges and agrees that it is aware, and that the Company’s Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Parent, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “ Federal Securities Laws ”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company hereby agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of the Parent (other than to engage in the Mergers in accordance with Article I), communicate such information to any third party, take any other action with respect to the Parent in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

6.7 Notification of Certain Matters . During the Interim Period, each of the Parties shall give prompt written notice to the other Parties if such Party or its Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder in any material respect (except to the extent such covenant, condition or agreement shall by its terms be complied with or satisfied as of the Effective Time); (b) receives any written notice from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates; (c) receives any material written notice from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in Article VIII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

6.8 Efforts .

(a) Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt of all applicable Consents of Governmental Authorities and other Persons) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement.

(b) In furtherance and not in limitation of Section 6.8(a) , to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“ Antitrust Laws ”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost and expense (which shall be deemed Transaction Expenses hereunder), with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each Party shall, in

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connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

(c) As soon as reasonably practicable following the date of this Agreement, the Parties shall cooperate in all respects with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice to the other Parties if such Party or its Representatives receives any notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the other Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each Party shall arrange for Representatives of such Party to be present for such hearing or meeting. If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the transactions contemplated by this Agreement or any Ancillary Documents as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, cooperate in all respects with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or the Ancillary Documents.

(d) Prior to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this Agreement or required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts.

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(e) Notwithstanding anything herein to the contrary, no Party shall be required to agree to any term, condition or modification with respect to obtaining any Consents in connection with the transactions contemplated by this Agreement that would result in, or would be reasonably likely to result in: (i) a Material Adverse Effect to such Party or its Affiliates, or (ii) such Party having to cease, sell or otherwise dispose of any material assets or businesses (including the requirement that any such assets or business be held separate).

6.9 Further Assurances . The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.

6.10 The Registration Statement .

(a) The Parent shall prepare, with the assistance of the Company, and simultaneously with the execution of this Agreement (and on the date hereof), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “ Registration Statement ”) in connection with the registration under the Securities Act of the Parent Common Shares to be issued under this Agreement as the Stock Consideration, which Registration Statement will also contain a proxy statement (as amended, the “ Proxy Statement ”) for the purpose of soliciting proxies from Parent stockholders for the matters to be acted upon at the Special Meeting (as defined below) and providing the Public Stockholders an opportunity in accordance with the Parent’s Organizational Documents and the IPO Prospectus to have their Parent Common Shares redeemed (the “ Redemption ”) in conjunction with the stockholder vote on the Parent Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent stockholders to vote, at a special meeting of Parent stockholders to be called and held for such purpose (the “ Special Meeting ”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein by the Parent stockholders in accordance with the Parent’s Organizational Documents, the DGCL, and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of a Second Amended and Restated Certificate of Incorporation of Parent (the “ Amended Parent Charter ”), which among other matters will increase the authorized capital stock of the Parent to enable Parent to issue the Total Consideration hereunder and the Parent Common Shares to be issued in the PIPE Investment, and Amended and Restated Bylaws of the Parent, each in form and substance reasonably acceptable to the Parent and the Company, (iii) the appointment and designation of the classes of, the members of the Post-Closing Parent Board, and appointment of the members of any committees thereof, in each case in accordance with Section 6.17 hereof and (iv) such other matters as the Company and Parent shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “ Parent Stockholder Approval Matters ”), and (v) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of Parent. The Proxy Statement shall include the Parent Recommendation, and the Registration Statement and Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the DGCL and Nasdaq rules. Prior to filing with the SEC, the Parent will make available to the Company drafts of the Registration Statement and any other related documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Registration Statement or such other related document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. The Parent shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).

(b) If on the date for which the Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Parent Stockholder Vote, whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Special Meeting; provided, however, that the Special Meeting may not be postponed or adjourned to a date that is later than the Extension Date. In connection with the Registration Statement, Parent will file with the SEC financial

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and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Parent Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Parent shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Parent with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise) business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

(c) Parent shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Meeting and the Redemption. Each of Parent and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Parent and, after the Closing, the Parent Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Parent shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Parent stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Parent’s Organizational Documents.

(d) Parent, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Parent shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Parent or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.

(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Parent shall distribute the Registration Statement to Parent’s stockholders and the Company Securityholders and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.

(f) Parent shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Parent’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the Redemption.

(g) Within one (1) Business Day after the date of this Agreement, Merger Sub I shall deliver to the Company a copy of resolutions duly adopted by its stockholders by written consent approving and authorizing Merger Sub I’s execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby. Within one (1) Business Day after the date of this Agreement, Merger Sub II shall deliver to the Company a copy of resolutions duly adopted by the sole member of Merger Sub II by written consent approving and authorizing Merger Sub II’s execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby.

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6.11 Company Stockholder Meeting . As promptly as practicable after the Registration Statement shall have become effective, the Company will call a meeting of its stockholders in order to obtain the Required Company Stockholder Approval (the “ Company Stockholder Meeting ”) and the Company shall use its reasonable best efforts to solicit from the holders of Company Stock proxies in favor of the Required Company Stockholder Approval prior to such Company Meeting, and to take all other actions necessary or advisable to secure the Required Company Stockholder Approval, including enforcing the Voting Agreements.

6.12 PIPE Investment . Parent shall use its commercially reasonable efforts to consummate the PIPE Investment in accordance with the PIPE Agreements (with the understanding the Deferred PIPE Closing will be consummated after the Closing in accordance with the terms of the Deferred PIPE Closing Agreement), and the Company shall cooperate with the Parent in such efforts. The Parent shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), permit or consent to any amendment, supplement or modification to any PIPE Agreement that would reasonably be expected to be adverse to the Parent or the Company Stockholders. The Parties further acknowledge that, as required by the Company, in the Sponsor Earnout Letter and Amendment to Escrow Agreement, the Sponsor has waived, on behalf of itself and its members and Affiliates, effective upon and conditioned upon the Closing, (i) any rights that it has under Article Fourth, Section B(b)(ii) of the Parent’s amended and restated certificate of incorporation to the adjustment to the conversion ratio of the Parent Founder Shares in connection with the PIPE Investment or the Closing and (ii) any other preemptive or participation rights that the Sponsor and/or its members or Affiliates may have with respect to the PIPE Investment, including any rights under the Amended and Restated Limited Liability Company Agreement of the Sponsor.

6.13 Public Announcements .

(a) The Parties agree that no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Parent, the Company, the Seller Representative and, after the Closing, the Parent Representative (in each case, which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.

(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “ Signing Press Release ”). Promptly after the issuance of the Signing Press Release (but in any event within four (4) Business Days after the execution of this Agreement), the Parent shall file a current report on Form 8-K (the “ Signing Filing ”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3 ^rd ) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “ Closing Press Release ”). Promptly after the issuance of the Closing Press Release (but in any event within four (4) Business Days after the Closing), the Parent shall file a current report on Form 8-K (the “ Closing Filing ”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Parent Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Seller Representative and the Parent Representative each reviewing, commenting upon and approving such Closing Filing in any event no later than the third (3 ^rd ) Business Day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection

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with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

6.14 Confidential Information .

(a) The Company hereby agrees that during the Interim Period and, in the event this Agreement is terminated in accordance with Article IX , for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Parent Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of the Parent or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Parent Confidential Information without the Parent’s prior written consent; and (ii) in the event that the Company or any of its Affiliates or Representatives, during the Interim Period or, in the event this Agreement is terminated in accordance with Article IX , for a period of two (2) years after such termination, becomes legally compelled to disclose any Parent Confidential Information, (A) provide the Parent with prompt written notice of such requirement so that the Parent or an Affiliate thereof may seek a protective order or other remedy at its sole cost and expense or waive compliance with this Section 6.14(a) , and (B) in the event that such protective order or other remedy is not obtained, or the Parent waives compliance with this Section 6.14(a) , furnish only that portion of such Parent Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Parent Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company shall, and shall cause its Affiliates and Representatives to, promptly deliver to the Parent or destroy, at its option, any and all copies (in whatever form or medium) of Parent Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon.

(b) The Parent hereby agrees that during the Interim Period and, in the event this Agreement is terminated in accordance with Article IX , for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Company Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event that the Parent or any of its Representatives, during the Interim Period or, in the event this Agreement is terminated in accordance with Article IX , for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information, (A) provide the Company with prompt written notice of such requirement so that the Company may seek a protective order or other remedy at its sole cost and expense or waive compliance with this Section 6.14(b) and (B) in the event that such protective order or other remedy is not obtained, or the Company waives compliance with this Section 6.14(b) , furnish only that portion of such Company Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Parent shall, and shall cause its Representatives to, promptly deliver to the Company or destroy, at its option, any and all copies (in whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing, the Parent and its Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws.

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6.15 Documents and Information . After the Closing Date, the Parent and the Surviving Corporation shall, and shall cause their respective Subsidiaries to, until the seventh (7 ^th ) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Parent Representative during normal business hours of the Parent and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7 ^th ) anniversary of the Closing Date by the Parent or its Subsidiaries (including any Target Company) without first advising the Parent Representative in writing and giving the Parent Representative a reasonable opportunity to obtain possession thereof.

6.16 Indemnification of Directors and Officers; Tail Insurance .

(a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Target Companies, Parent or the Merger Subs (as applicable) and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Target Companies, Parent or the Merger Subs (the “ D&O Indemnified Parties ”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Party and the Target Companies, Parent or the Merger Subs, in each case as in effect on the date of this Agreement, shall survive the Mergers and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, the Parent shall cause the Organizational Documents of the Parent, the Surviving Corporation and the other Target Companies to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Parties than are set forth as of the date of this Agreement in the Organizational Documents of the Parent, the Merger Subs and Target Companies to the extent permitted by applicable Law.

(b) On or prior to the Effective Time, the Parent shall obtain binding policies for run-off coverage for (i) the Target Companies’ directors and officers in a form acceptable to the Company (the “ Company D&O Tail Insurance ”), which Company D&O Tail Insurance shall provide such directors and officers with coverage for six (6) years following the Effective Time in an amount not less than the existing coverage of the Target Companies and shall have other terms not materially less favorable to the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Target Companies. The Parent shall, and shall cause the Surviving Corporation to, maintain the Company D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder. After the Effective Time, the Parent shall timely pay all premiums with respect to the Company D&O Tail Insurance, which such premiums shall constitute a Company Transaction Expense hereunder.

(c) The provisions of this Section 6.16 shall survive the consummation of the Mergers and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and representatives.

(d) For the benefit of the Parent’s directors and officers, the Parent shall be permitted prior to the Effective Time to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “ Parent D&O Tail Insurance ”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Parent’s existing policy (true and complete copies of which have been previously provided to the Company) or, if substantially equivalent insurance coverage is unavailable, the best available coverage. For purposes of this Agreement, the purchase of such Parent D&O Tail Insurance shall be treated as a Parent Transaction Expense. If obtained, the Parent shall maintain the Parent D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder. After the Effective Time, the Parent shall timely pay all premiums with respect to the Parent D&O Tail Insurance, which such premiums shall constitute a Parent Transaction Expense hereunder.

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6.17 Post-Closing Board of Directors and Executive Officers .

(a) The Parties shall take all necessary action, including causing the directors of the Parent to resign, so that effective as of the Closing, the Parent’s board of directors (the “ Post-Closing Parent Board ”) will consist of ten (10) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Parent Board as follows: (i) two (2) persons shall be designated by the Parent prior to the Closing (the “ Parent Directors ”), both of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) eight (8) persons shall designated by the Company prior to the Closing (the “ Company Directors ”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. At or prior to the Closing, the Company will provide each Parent Director with a customary director indemnification agreement, in form and substance reasonable acceptable to such Parent Director.

(b) The Parties shall take all action necessary, including causing the executive officers of the Parent to resign, so that the individuals serving as executive officers of the Parent immediately after the Closing will be the same individuals (in the same offices) as those of the Company immediately prior to the Closing.

6.18 Use of Trust Account Proceeds After the Closing . The Parties agree that at the Closing, the funds in the Trust Account and any proceeds received by the Parent from the PIPE Investment, after taking into account payments for the Redemption, shall first be used (i) to pay the Cash Consideration, (ii) to pay any loans owed by the Parent to the Sponsor for any Parent Transaction Expenses or other administrative expenses incurred by the Parent (“ Sponsor Loans ”), and (iii) to pay all unpaid Transaction Expenses. The Sponsor Loans and Transaction Expenses, as well as any Parent Transaction Expenses that are required to be paid by delivery of the Parent’s securities, will be paid as and when due pursuant to their terms (including at the Closing to the extent then due pursuant to their terms, or otherwise after the Closing). Any remaining cash will be used for working capital and general corporate purposes.

6.19 Parent Post-Closing Dividend Policy . From and after the Closing, Parent will adopt a stated dividend policy for the Parent to use its commercially reasonable efforts to declare and pay a dividend in such amount as to provide an annual dividend yield to Parent’s stockholders of at least one percent (1%), subject to the determination by Parent’s board of directors (i) that such dividend payment is permitted by applicable Law and (ii) that Parent and its Subsidiaries, on a consolidated basis, have a sufficient amount of unrestricted cash to make such dividend payment and still satisfy their respective existing liabilities and have sufficient reserves for future contingencies or future needs of the business of Parent and its Subsidiaries. Notwithstanding the foregoing, the Parties acknowledge that the Parent’s board of directors is solely responsible for declaring and paying dividends, and nothing herein shall require a director of Parent to breach its fiduciary duties to the Parent or Parent’s stockholders.

6.20 Post-Closing Registration Statement . Parent hereby agrees that within thirty (30) days after the Closing, it will (a) file with the SEC a registration statement for the resale of (i) the Parent Securities acquired by the PIPE Investors in the PIPE Investment (including the Parent Securities to be issued in the Deferred PIPE Closing) and (ii) the Parent Securities of any holder that has registration rights with respect thereto, and (b) use its reasonable best efforts to cause such registration statement to be declared effective as promptly as practicable thereafter.

6.21 Security Clearances . During the Interim Period, the Company shall (a) ensure that each of the Defense Security Service of the United States Department of Defense and any other Governmental Authority responsible for the maintenance of the Target Companies’ facility security clearances, if any, shall not terminate, suspend, revoke or in any way materially change either the Government Contracts with a Target Company or a Target Company’s facility security clearance with respect to such Government Contracts as a result of this Agreement or the consummation of the Mergers or the other transactions contemplated by this Agreement, and (b) continue to take any and all requisite steps to and otherwise cause each of its Subsidiaries to obtain or retain the requisite

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facility and personnel security clearances to own and operate the Target Companies (and any successor thereto) and their respective businesses as currently conducted and as currently contemplated to be conducted without delay or interruption.

6.22 Listing of Parent Common Shares . Parent will use its commercially reasonable efforts to cause the Parent Common Shares that will be issued in connection with the Mergers and the transactions contemplated hereby to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Effective Time.

ARTICLE VII

SURVIVAL

7.1 Survival . The representations and warranties of the Parent, the Merger Subs and the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent, the Merger Subs or the Parent Representative or the Company or the Seller Representative pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Parent, the Merger Subs, the Parent Representative, the Company, the Seller Representative and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Parent, the Merger Subs, the Parent Representative, the Company, the Seller Representative or their respective Representatives with respect thereto. The covenants and agreements made by the Parent, the Merger Subs, the Parent Representative, the Company and/or the Seller Representative in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

ARTICLE VIII

CLOSING CONDITIONS

8.1 Conditions to Each Party’s Obligations . The obligations of each Party to consummate the Mergers and other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Parent of the following conditions:

(a) Required Parent Stockholder Approval . The Parent Stockholder Approval Matters that are submitted to the vote of the shareholders of the Parent at the Special Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the shareholders of the Parent at the Special Meeting in accordance with the Proxy Statement (the “ Required Parent Stockholder Approval ”).

(b) Required Company Stockholder Approval . The Company Stockholder Meeting shall have been held in accordance with the DGCL and the Company’s Organizational Documents, and the execution and delivery of this Agreement and each Ancillary Document to which the Company is a party or bound, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including the Mergers, shall have been approved by the requisite vote of the holders of Company Stock (the “ Required Company Stockholder Approval ”).

(c) Antitrust Laws. Any waiting period (and any extension thereof) applicable to the consummation of this Agreement under any Antitrust Laws shall have expired or been terminated.

(d) Requisite Regulatory Approvals . All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement that are set forth in Schedule 8.1(d) , shall have been obtained or made.

(e) No Law or Order . No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.

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(f) Net Tangible Assets Test. Upon the Closing, and after giving effect to the completion of the Redemption and the PIPE Investment, the Parent shall have net tangible assets of at least $5,000,001.

(g) PIPE Investment. Parent shall have consummated the PIPE Investment (regardless of the gross proceeds raised, and for the avoidance of doubt, excluding the Deferred PIPE Closing).

(h) Appointment to the Post-Closing Parent Board . The members of Parent’s board of directors shall have been elected or appointed to the Post-Closing Parent Board as of the Closing consistent with the requirements of Section 6.17 .

(i) Registration Statement . The Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing.

8.2 Conditions to Obligations of the Company . In addition to the conditions specified in Section 8.1 , the obligations of the Company to consummate the Mergers and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Company) of the following conditions:

(a) Representations and Warranties . All of the representations and warranties of the Parent set forth in this Agreement and in any certificate delivered by the Parent pursuant hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Parent.

(b) Agreements and Covenants . The Parent shall have performed in all material respects all of the Parent’s obligations and complied in all material respects with all of the Parent’s agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c) No Material Adverse Effect . No Material Adverse Effect shall have occurred with respect to the Parent since the date of this Agreement which is continuing and uncured.

(d) Parent Cash . The Parent Cash shall be equal to no less than One Hundred Twenty-Five Million U.S. Dollars ($125,000,000).

(e) Listing . The Parent Common Shares to be issued in the Mergers and the transactions contemplated hereby shall have been approved for listing on Nasdaq.

(f) Officer Certificate . The Parent shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of the Parent in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.2(a) , 8.2(b) and 8.2(c) .

(g) Secretary Certificate . The Parent shall have delivered to the Company a certificate from its secretary or other executive officer certifying as to (A) copies of the Parent’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Parent’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, (C) evidence that the Required Parent Stockholder Approval have been obtained and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Parent is or is required to be a party or otherwise bound.

(h) Good Standing . The Parent shall have delivered to the Company a good standing certificate (or similar documents applicable for such jurisdictions) for the Parent certified as of a date no later than sixty (60) days prior to the Closing Date from the proper Governmental Authority of the Parent’s jurisdiction of

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organization and from each other jurisdiction in which the Parent is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

(i) Amended Parent Charter . The Parent shall have delivered evidence to the Company that the Parent has filed with the Secretary of State of Delaware the Amended Parent Charter.

(j) Registration Rights Agreement. The Company shall have received a copy of the Registration Rights Agreement, duly executed by the Parent and the Sponsor.

(k) Lock-Up Agreements. The Company shall have received a copy of each Lock-Up Agreement, duly executed by the Parent.

8.3 Conditions to Obligations of the Parent . In addition to the conditions specified in Section 8.1 , the obligations of the Parent and the Merger Subs to consummate the Mergers and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Parent) of the following conditions:

(a) Representations and Warranties . All of the representations and warranties of the Company set forth in this Agreement and in any certificate delivered by the Company, shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, any Target Company.

(b) Agreements and Covenants . The Company shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c) No Material Adverse Effect . No Material Adverse Effect shall have occurred with respect to any Target Company since the date of this Agreement which is continuing and uncured.

(d) Comfort Letter . The Parent shall have received a comfort letter from the Company’s independent accountant auditing firm with respect to the financial statements of any of the Target Companies included as part of the Registration Statement (directly or as part of any pro forma financial statements included therein) at the time of the effectiveness of the Registration Statement and as of the Closing Date.

(e) Officer Certificate . The Parent shall have received a certificate from the Company, dated as the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.3(a) , 8.3(b) and 8.3(c)

(f) Secretary Certificate . The Company shall have delivered to the Parent a certificate executed by the Company’s secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, each of the following: (A) a copy of the Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time); (B) the requisite resolutions of the Company’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the Mergers and the other transactions contemplated hereby and thereby, and recommending the approval and adoption of the same by the Company Stockholders at a duly called meeting of Company Stockholders; (C) the Required Company Stockholder Approval; and (D) the incumbency of officers of the Company authorized to execute this Agreement and any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

(g) Good Standing . The Company shall have delivered to the Parent good standing certificates (or similar documents applicable for such jurisdictions) for each Target Company certified as of a date no later than

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sixty (60) days prior to the Closing Date from the proper Governmental Authority of the Target Company’s jurisdiction of organization and from each other jurisdiction in which the Target Company is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

(h) Lock-Up Agreements . The Parent shall have received a Lock-Up Agreement for each Company Securityholder, duly executed by such Company Securityholder.

(i) Registration Rights Agreement . The Parent shall have received a copy of the Registration Rights Agreement, duly executed by each Company Stockholder holding shares of Company Class A Common Stock immediately prior to the Effective Time.

(j) Option Cancellation Agreement . The Parent shall have received a copy of an Option Cancellation Agreement, duly executed by each holder of Company Options.

(k) Legal Opinion . Parent shall have received a duly executed, customary corporate opinion from the Company’s counsel or counsels, in form and substance reasonably satisfactory to the Parent, addressed to the Parent and dated as of the Closing Date.

(l) Acceleration and Termination of Company Convertible Securities . The Parent shall have received evidence reasonably acceptable to the Parent that (A) the Company shall have accelerated all Company Options so, as of the Effective Time, no Company Option is unvested and (B) the Company shall have terminated, extinguished and cancelled in full any issued or outstanding Company Convertible Securities or commitments therefor.

(m) Termination of Certain Contracts . The Parent shall have received evidence reasonably acceptable to the Parent that the Contracts involving the Target Companies and/or Company Securityholders set forth on Schedule 8.3(m) shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

8.4 Frustration of Conditions . Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Securityholder) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.

ARTICLE IX

TERMINATION AND EXPENSES

9.1 Termination . This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

(a) by mutual written consent of the Parent and the Company;

(b) by written notice by the Parent or the Company if any of the conditions to the Closing set forth in Article VIII have not been satisfied or waived by March 31, 2018 (the “ Outside Date ”); provided , however , the right to terminate this Agreement under this Section 9.1(b) shall not be available to (i) Parent if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date or (ii) the Company if any action or omission by a Target Company or its Affiliates (including any acquisitions that individually or in the aggregate would require the preparation of pro forma financial statements pursuant to Regulation S-X), in each case that was not previously expressly approved in writing by Parent, was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

(c) by written notice by either the Parent or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise

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prohibiting the transactions contemplated by this Agreement, and such Order or other action has become final and non-appealable; provided , however , that the right to terminate this Agreement pursuant to this Section 9.1(c) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;

(d) by written notice by the Company, if (i) there has been a material breach by the Parent of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of the Parent shall have become materially untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.2(a) or Section 8.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided by the Company or (B) the Outside Date; provided , that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if at such time the Company is in material uncured breach of this Agreement;

(e) by written notice by the Parent, if (i) there has been a breach by the Company of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.3(a) or Section 8.3(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided by the Parent or (B) the Outside Date; provided , that the Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(e) if at such time the Company is in material uncured breach of this Agreement;

(f) by written notice by the Parent if there shall have been a Material Adverse Effect on the Company or its Subsidiaries following the date of this Agreement which is uncured and continuing within twenty (20) days after written notice of such Material Adverse Effect is provided by the Parent;

(g) by written notice by either the Parent or the Company, if the Special Meeting has been held (including any adjournment or postponement thereof), has concluded, the Parent’s stockholders have duly voted, and the Required Parent Stockholder Approval was not obtained; or

(h) by written notice by either the Parent or the Company, if the Company Stockholder Meeting has been held (including any adjournment or postponement thereof), has concluded, the Company’s stockholders have duly voted, and the Required Company Stockholder Approval was not obtained.

9.2 Effect of Termination . This Agreement may only be terminated in the circumstances described in Section 9.1 and pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the provision of Section 9.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 9.1 , this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 6.13 , 6.14 , 9.3 , 9.4 , 10.1 , Article XI and this Section 9.2 shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud of such Party, in either case, prior to termination of this Agreement (in each case of clauses (i) and (ii) above, subject to Section 10.1 ). Without limiting the foregoing, and except as provided in Section 9.3 and this Section 9.2 (including clause (ii) of the immediately preceding sentence, but subject to Section 10.1 ), and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 11.7 , the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 9.1 .

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9.3 Transaction Expenses . All Transaction Expenses shall be paid by Parent and/or the Company at or after the Closing pursuant to Section 6.18 ; provided , that, in the event of termination of this Agreement, all Transaction Expenses shall be paid by the Party incurring such expenses; provided , further , that, in the event of such termination, the Company shall reimburse the Seller Representative for all costs and expenses incurred by the Seller Representative in connection with the transactions contemplated hereby.

9.4 Termination Fee .

(a) Notwithstanding Section 9.3 above, in the event that there is a valid and effective termination of this Agreement by the Company pursuant to Section 9.1(d) due to the Parent’s breach of its representations and warranties in Sections 4.20 or 4.22 or its covenants in Section 6.12 , then the Parent shall pay to the Company a termination fee in an amount in cash equal to $2,500,000 (the “ Termination Fee ”), payable by the Parent upon the earlier of the Parent’s completion of a Business Combination with another Person thereafter or the dissolution and liquidation of the Parent (solely to the extent of funds outside of the Trust Account after payment of the amounts owed to Public Stockholders with respect to their Parent Common Shares in connection with such dissolution and liquidation), by wire transfer of immediately available funds to an account designated in writing by the Company.

(b) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Termination Fee is payable under this Section 9.4 , the payment of the Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Company would otherwise be entitled to assert against the Parent or its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Company, provided, that the foregoing shall not limit (x) any claim for Fraud prior to termination of this Agreement or (y) the rights of the Company to seek specific performance or other injunctive relief in lieu of terminating this Agreement.

ARTICLE X

WAIVERS AND RELEASES

10.1 Waiver of Claims Against Trust . Reference is made to the IPO Prospectus. The Company represents and warrants that it has read the IPO Prospectus and understands that Parent has established the Trust Account containing the proceeds of the IPO and overallotment shares acquired by Parent’s underwriters (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders (including overallotment shares acquired by Parent’s underwriters) (the “ Public Stockholders ”) and that, except as otherwise described in the IPO Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their Parent Common Shares in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“ Business Combination ”) or in connection with an extension of the deadline to consummate a Business Combination, (b) to the Public Shareholders if the Parent fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any franchise or income Taxes, and (d) to the Parent after or concurrently with the consummation of its Business Combination. For and in consideration of Parent entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor its Affiliates does now or shall at any time prior to the Effective Time have any right, title, interest or claim of any kind in or to any monies in the Trust Account (or, or at any time hereafter, to distributions therefrom to Public Stockholders or otherwise occurring prior to the Closing in accordance with the terms of the Trust Agreement “ Public Distributions ”), or make any claim against the Trust Account (including any Public Distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the Parent or its

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Representatives, on the one hand, and the Company or its Representatives, on the other hand, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “ Released Claims ”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or its Affiliates may have against the Trust Account (including any Public Distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any Public Distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Parent and its Affiliates to induce Parent to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Parent or its Representatives, the Company hereby acknowledges and agrees the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit any the Company or its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any Public Distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, (x) nothing herein shall serve to limit or prohibit the Company’s or the Seller Representative’s right to pursue a claim against the Parent for legal relief against monies or other assets held outside the Trust Account (other than Public Distributions therefrom), or for specific performance or other equitable relief in connection with the consummation of the transactions contemplated by this Agreement pursuant to Section 11.7 hereof (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the redemption of Parent Common Shares pursuant to the Redemption) to the Company and the Company Securityholders in accordance with the terms of this Agreement and the Trust Agreement, and (y) nothing herein shall serve to limit or prohibit any claims that the Company and the Seller Representative may have in the future against the Parent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to Parent upon Parent’s Business Combination and any assets that have been purchased or acquired with any such funds, but excluding Public Distributions therefrom). This Section 10.1 shall survive termination of this Agreement for any reason.

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ARTICLE XI MISCELLANEOUS

11.1 Notices . All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):


If to the Parent or Merger Subs at or prior to the Closing to: Forum Merger Corporation c/o Forum Investors I, LLC 135 East 57th Street, 8th Floor New York, New York Attn: David Boris Telephone No.: (212) 739-7860 Email: david@forummerger.com		with a copy (which will not constitute notice) to: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Douglas Ellenoff, Esq. Tamar Donikyan, Esq. Facsimile No.: (212) 370-7889 Telephone No.: (212) 370-1300 Email: ellenoff@egsllp.com tdonikyan@egsllp.com

If to the Company or the Surviving Corporation or Surviving Entity, to: Prior to the Second Merger: C1 Investment Inc. 3344 Highway 149 Eagan, MN 55121 Attn: John McKenna, Chief Executive Officer After the Second Merger: C1 Investment LLC 3344 Highway 149 Eagan, MN 55121 Attn: John McKenna, Chief Executive Officer		with a copy (which will not constitute notice) to: Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130 Attn: Mehdi Khodadad, Esq. Attn: John T. McKenna, Esq. Facsimile No.: (650) 849-7400 Telephone No.: (650) 843-5000 Email: mkhodadad@cooley.com jmckenna@cooley.com and Hogan Lovells US LLP 4085 Campbell Avenue, Suite 100 Menlo Park, CA 94025 Attn: Mark L. Heimlich Attn: Alexander B. Johnson Attn: John H. Booher Facsimile No.: (650) 463-4199 Telephone No.: (650) 463-4000

If to the Seller Representative to: Clearlake Capital Management III, L.P. 233 Wilshire Boulevard, Suite 800 Santa Monica, CA 90401 Attn: Behdad Eghbali, Partner Facsimile: (310) 400-8801 E-mail: behdad@clearlakecapital.com		with a copy (which will not constitute notice) to: Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130 Attn: Mehdi Khodadad, Esq. Attn: John T. McKenna, Esq. Facsimile No.: (650) 849-7400 Telephone No.: (650) 843-5000 Email: mkhodadad@cooley.com jmckenna@cooley.com

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If to the Parent or the Parent Representative after the

Closing, to:

ConvergeOne, Inc.

3344 Highway 149

Eagan, MN 55121

Attn: Chairman of the Board of Directors

with a copy (which will not constitute notice) to:

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304-1130

Attn: Mehdi Khodadad, Esq.

Attn: John T. McKenna, Esq.

Facsimile No.: (650) 849-7400

Telephone No.: (650) 843-5000

Email: mkhodadad@cooley.com jmckenna@cooley.com

and

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Douglas Ellenoff, Esq.

Tamar Donikyan, Esq.

Facsimile No.: (212) 370-7889

Telephone No.: (212) 370-1300

Email: ellenoff@egsllp.com

tdonikyan@egsllp.com

11.2 Binding Effect; Assignment . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the Parent, the Company, the Parent Representative and the Seller Representative, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

11.3 Third Parties . Except for (a) the rights of the PIPE Investors and any Person that has been engaged as a placement agent in connection with the PIPE Investment (who shall, in each case, be entitled to rely, subject to the same limitations with respect to reliance and survival applicable to the Parties as set forth in this Agreement (including Sections 4.21 , 5.29 and 7.1 ), on the representations and warranties of the Parties set forth in this Agreement, it being understood and agreed that such Persons shall have no right to rely (i) on any other provisions of this Agreement and shall have no rights or recourse against the Company Securityholders with respect to any of the transactions contemplated by this Agreement or (ii) any other instrument or document executed by the Company or the Company Securityholders in connection with the transactions contemplated hereby, and (b) the rights of the D&O Indemnified Parties set forth in Section 6.16 , which the Parties acknowledge and agree are express third party beneficiaries of this Agreement, nothing contained in this Agreement (except as set forth in the next sentence) or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party. Notwithstanding the foregoing, from and after the Effective Time, the Company Securityholders (and their successors, heirs and legal representatives (including the Seller Representative) are intended third party beneficiaries of, and may enforce (subject to Section 11.14 ) Article I and Article II . The Parent Representative from and after the Closing shall be deemed to be a Party to this Agreement for purposes of enforcing its rights and obligations under this Agreement.

11.4 Arbitration . Any and all disputes, controversies and claims (other than disputes subject to the procedures under Section 1.12 or 2.2 or applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 11.4 ) arising out of, related to, or in connection with this Agreement or the transactions contemplated

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hereby (a “ Dispute ”) shall be governed by this Section 11.4 . A party must, in the first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within ten (10) Business Days of the notice of such Dispute being received by such other parties subject to such Dispute; the “ Resolution Period ”); provided , that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures (as defined in the AAA Procedures) of the Commercial Arbitration Rules (the “ AAA Procedures ”) of the American Arbitration Association (the “ AAA ”). Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the state of New York. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator within twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or to refrain from doing, anything consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform its contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English.

11.5 Governing Law; Jurisdiction . This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof; provided, that, to the extent required by the Laws of the State of Delaware (including any Law related to any fiduciary duty, duty of loyalty, or other duty or obligation of the Company’s or the Parent’s respective boards of directors with respect to the Mergers or this Agreement), such Laws of the State of Delaware will apply to the Mergers. Subject to Section 11.4 , all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “ Specified Courts ”). Subject to Section 11.4 , each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 11.1 . Nothing in this Section 11.5 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

11.6 WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY

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JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT 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 11.6 .

11.7 Specific Performance . Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages would be inadequate and the non-breaching Parties would not have adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

11.8 Severability . In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

11.9 Amendment . This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Parent, the Company, the Parent Representative and the Seller Representative.

11.10 Waiver . The Parent on behalf of itself and its Affiliates, the Company on behalf of itself and its Affiliates, and the Seller Representative on behalf of itself and the Company Securityholders, may in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby (including by the Parent Representative or Seller Representative in lieu of such Party to the extent provided in this Agreement). Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this Agreement after the Closing shall also require the prior written consent of the Parent Representative.

11.11 Entire Agreement . This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto, which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained herein. In furtherance of, and without limiting the foregoing, the Parties acknowledge that (i) the execution of this Agreement is the culmination of extensive

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negotiations between them, all of which were intended to be non-binding upon the Parties until memorialized in the executed copy of this Agreement and none of which should be construed as having created any type of oral agreement between the Parties, and (ii) except as expressly provided in Article IV (as modified by the Parent Disclosure Schedules) and Article V (as modified by the Company Disclosure Schedules), none of the Parties hereto has made or is making any representations or warranties whatsoever, implied or otherwise.

11.12 Interpretation . The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”, and “Exhibit” are intended to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the term “Dollars” or “$” means United States dollars. Any reference in this Agreement or any Ancillary Document to a Person’s directors shall including any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall including any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders or stockholders shall include any applicable owners of the equity interests of such Person, in whatever form. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered, provided or made available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have been given, delivered, provided and made available to the Parent or its Representatives, such Contract, document, certificate or instrument shall have been posted to the electronic data site maintained on behalf of the Company for the benefit of the Parent and its Representatives and the Parent and its Representatives have been given access to the electronic folders containing such information.

11.13 Counterparts . This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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11.14 Seller Representative .

(a) By the execution and delivery of this Agreement (and with respect to Company Secuirtyholders, by deliver of a Letter of Transmittal), the Company (solely with respect to periods prior to the Effective Time) and each Company Securityholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Clearlake Capital Management III, L.P. in its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of the Company and such Company Securityholder with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) making on behalf of such Person any determinations and taking all actions on their behalf relating to the adjustments to the Merger Consideration described in Section 1.12 or the achievement of the Earnout Payments under Article II and any disputes with respect thereto; (ii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Securityholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Securityholders unless otherwise agreed by each Company Securityholder who is subject to any disparate treatment of a potentially adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Securityholders under this Agreement and to distribute the same to the Company Securityholders in accordance with their Pro Rata Share; and (vii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Parent Representative or the Parent, shall be binding upon the Company (with respect to periods prior to the Effective Time), each Company Securityholder and their respective successors and assigns, and they shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.14 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement

(b) Any other Person, including the Parent Representative, the Parent, the Company and the Company Securityholders may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative as the acts of the Company (for periods prior to the Effective Time) and the Company Securityholders hereunder or any Ancillary Document to which the Seller Representative is a party. The Parent Representative, the Parent and the Company shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative as to (i) any payment instructions provided by the Seller Representative or (ii) any other actions required or permitted to be taken by the Seller Representative hereunder, and neither the Company nor any Company Securityholder shall have any cause of action against the Parent Representative, the Parent or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. The Parent Representative, the Parent and the Company shall not have any Liability to the Company or any Company Securityholder for any allocation or distribution among the Company Securityholders by the Seller Representative of payments made to or at the direction of the Seller Representative. All notices or

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other communications required to be made or delivered to the Company or a Company Securityholder under this Agreement or any Ancillary Document to which the Seller Representative is a party shall be made to the Seller Representative for the benefit of such Company Securityholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Securityholder with respect thereto. All notices or other communications required to be made or delivered by the Company or a Company Securityholder shall be made by the Seller Representative (except for a notice under Section 11.14(d) of the replacement of the Seller Representative).

(c) The Seller Representative will act for the Company and the Company Securityholders on all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Company and the Company Securityholders, but the Seller Representative will not be responsible to Company or the Company Securityholders for any Losses that Company or the Company Securityholders may suffer by reason of the performance by the Seller Representative of the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Seller Representative in the performance of its duties under this Agreement. The Parent shall indemnify, defend and hold harmless the Seller Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under this Agreement or any Ancillary Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative. In no event shall the Seller Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Seller Representative shall not be liable for any act done or omitted under this Agreement or any Ancillary Document as the Seller Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and engage, at the reasonable cost and expense of the Parent, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, as the Seller Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Seller Representative under this Section 11.14 shall survive the Closing and continue indefinitely

(d) If the Seller Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Securityholders, then the Company Securityholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the Company Securityholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Parent Representative and the Parent in writing of the identity of such successor. Any such successor so appointed shall become the “Seller Representative” for purposes of this Agreement.

11.15 Acknowledgement; Waiver of Conflicts; Retention of Privilege.

(a) Each of the Parties hereto acknowledges and agrees that (i) Cooley LLP and Hogan Lovells US LLP (together, “ Prior Company Counsel ”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby and (ii) Ellenoff Grossman & Schole LLP (“ Prior Parent Counsel ”) has acted as counsel to the Parent in various matters involving a range of issues and as counsel to the Parent in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.

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(b) In connection with any matter or dispute under this Agreement, Parent hereby irrevocably waives and agrees not to assert, and agree to cause the Surviving Corporation to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company, (ii) Prior Company Counsel’s representation of the Seller Representative and/or any of the Target Companies (collectively, the “ Company Advised Parties ”) prior to and after the Closing, (iii) Prior Parent Counsel’s prior representation of the Parent and (iv) Prior Parent Counsel’s representation of the Sponsor, any subsidiary of Parent and/or any Parent stockholders (collectively, the “ Parent Advised Parties ”) prior to and after the Closing.

(c) Parent further agree, on behalf of itself and, after the Closing, on behalf of the Surviving Corporation, that all communications in any form or format whatsoever between or among any of Prior Company Counsel, the Company, any of the Company Advised Parties, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “ Company Deal Communications ”) shall be deemed to be retained and owned collectively by the Company Advised Parties, shall be controlled by the Seller Representative on behalf of the Company and shall not pass to or be claimed by Parent or the Surviving Corporation. All Company Deal Communications that are attorney-client privileged (the “ Privileged Company Deal Communications ”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Seller Representative and the Company, shall be controlled by the Seller Representative on behalf of the Company and shall not pass to or be claimed by Parent or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

(d) Parent further agree, on behalf of itself and, after the Closing, on behalf of the Surviving Corporation, that all communications in any form or format whatsoever between or among any of Prior Parent Counsel, the Parent, any of the Parent Advised Parties, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “ Parent Deal Communications ”) shall be deemed to be retained and owned collectively by the Parent Advised Parties, shall be controlled by the Parent Representative and shall not pass to or be claimed by Parent or the Surviving Corporation. All Parent Deal Communications that are attorney-client privileged (the “ Privileged Parent Deal Communications ”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Parent Representative, shall be controlled by the Parent Representative and shall not pass to or be claimed by Parent or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

(e) Notwithstanding the foregoing, in the event that a dispute arises between Parent or the Surviving Corporation, on the one hand, and a third party other than the Seller Representative or the Parent Representative on the other hand, Parent or the Surviving Corporation may assert the attorney-client privilege to prevent the disclosure of the Privileged Company Deal Communications and Privileged Parent Deal Communications to such third party; provided, however, that neither Parent nor the Surviving Corporation may waive such privilege with respect to (i) Privileged Company Deal Communications without the prior written consent of the Seller Representative or (ii) Privileged Parent Deal Communications without the prior written consent of the Parent Representative. In the event that Parent or the Surviving Corporation is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of (i) the Privileged Company Deal Communications, Parent shall immediately (and, in any event, within two (2) Business Days) notify the Seller Representative in writing (including by making specific reference to this Section 11.15 ) so that the Seller Representative can seek a protective order and (ii) the Privileged Parent Deal Communications, Parent shall immediately (and, in any event, within two (2) Business Days) notify the Parent Representative in writing (including by making specific

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reference to this Section 11.15 ) so that the Parent Representative can seek a protective order and, in either case, Parent agrees to use all commercially reasonable efforts to assist therewith.

(f) To the extent that files or other materials maintained by Prior Company Counsel constitute property of its clients, only the Seller Representative and the Company Advised Parties shall hold such property rights and Prior Company Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Company Deal Communications by reason of any attorney-client relationship between Prior Company Counsel, on the one hand, and the Surviving Corporation, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. To the extent that files or other materials maintained by Prior Parent Counsel constitute property of its clients, only the Parent Representative and the Parent Advised Parties shall hold such property rights and Prior Parent Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Parent Deal Communications by reason of any attorney-client relationship between Prior Parent Counsel, on the one hand, and the Parent, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.

(g) Parent agrees on behalf of itself and the Surviving Corporation, (i) to the extent that Parent or the Surviving Corporation receives or takes physical possession of any Company Deal Communications or Parent Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by any of the Company Advised Parties, Parent Advised Parties or any other Person, of the privileges or protections described in this Section 11.15 , and (b) neither Parent nor the Surviving Corporation shall assert any claim that any of the Company Advised Parties, Parent Advised Parties or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Company Deal Communications or Parent Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Seller Representative or the Parent Representative, as applicable, waive the attorney-client or other privilege, or by otherwise asserting that Parent or the Surviving Corporation has the right to waive the attorney-client or other privilege, (iii) not to seek to obtain the Company Deal Communications from Prior Company Counsel so long as such Company Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party and (iv) not to seek to obtain the Parent Deal Communications from Prior Parent Counsel so long as such Parent Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.

ARTICLE XII

DEFINITIONS

12.1 Certain Definitions . For purpose of this Agreement, the following capitalized terms have the following meanings:

“ Accounting Principles ” means in accordance with GAAP as in effect at the date of the financial statement to which it refers or if there is no such financial statement, then as of the Closing Date, using and applying the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) used and applied by the Target Companies in the preparation of the latest audited Financial Statements.

“ Action ” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“ Ancillary Documents ” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

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“ Benefit Plans ” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not.

“ Business Day ” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business.

“ Closing Cash ” means, as of the Reference Time, the sum of (i) the aggregate cash and cash equivalents of the Target Companies on hand or in bank accounts, including deposits in transit, minus the aggregate amount of outstanding and unpaid checks issued by or on behalf of the Target Companies as of such time, on a consolidated basis, plus, (ii) any Company Transaction Expenses that have been prepaid by the Company as of the Closing Date, in each case, as determined in accordance with the Accounting Principles.

“ Closing Indebtedness ” means, as of the Reference Time, the aggregate Indebtedness of the Target Companies, on a consolidated basis and as determined in accordance with the Accounting Principles.

“ Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

“ Company Class A Common Stock ” means the shares of Class A Common Stock, par value $0.0001 per share, of the Company.

“ Company Class B Common Stock ” means the shares of Class B Common Stock, par value $0.0001 per share, of the Company.

“ Company Confidential Information ” means all confidential or proprietary documents and information concerning the Target Companies or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby; provided , however , that Company Confidential Information shall not include any information (i) that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by the Parent or any of its Representatives in violation of this Agreement; (ii) that was in the Parent’s or it Representative’s possession prior to the time it was first made available to the Parent or any of its Representatives by or on behalf of the Company or any of its Representatives, provided that the source of such information was not known by Parent to be bound by any contractual or other obligation of confidentiality to the Company or any other Person with respect to any of such information; (iii) that is or becomes available to Parent on a non-confidential basis from a source other than the Company or its Representatives, provided that such source is not known by Parent to be bound by any contractual or other obligation of confidentiality to the Company or any other Person with respect to any of such information; or (iv) is or was independently developed by Parent or its Representatives with no reference to or use of information that otherwise constitutes Company Confidential Information.

“ Company Convertible Securities ” means, collectively, the Company Options, and any warrants or other rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchange for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

“ Company Equity Plan ” means the 2014 Equity Incentive Plan.

“ Company IP License ” means any Intellectual Property license, sublicense or other agreement or permission under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property.

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“ Company Option ” means an option to purchase Company Stock that was granted pursuant to the Company Equity Plan.

“ Company Outbound IP License ” means any license, sublicense or other agreement or permission under which a Target Company is the licensor.

“ Company Registered IP ” means any U.S. or foreign Patent, Patent application, Trademark, service mark registration or application, copyright registration or application or registered Internet Asset or application owned or licensed by a Target Company or otherwise used or held for use by a Target Company in which a Target Company is the owner, applicant or assignee.

“ Company Securities ” means, collectively, the Company Stock and the Company Convertible Securities.

“ Company Securityholders ” means the holders of Company Securities immediately prior to the Effective Time.

“ Company Stock ” means any shares of Company Class A Common Stock and Company Class B Common Stock.

“ Company Stockholders ” means the holders of Company Stock immediately prior to the Effective Time.

“ Company Transaction Expenses ” means all fees and expenses of any of the Target Companies incurred or payable as of the Closing and not paid prior to the Closing (i) in connection with the consummation of the transactions contemplated hereby, including any amounts payable to professionals (including investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors) retained by or on behalf of any of the Target Companies (including any premiums and fees associated with the Company D&O Tail Insurance) and (ii) any change in control bonus, transaction bonus, retention bonus, termination or severance payment or payment relating to terminated options, warrants or other equity appreciation, phantom equity, profit participation or similar rights, in any case, to be made to any current or former employee, independent contractor, director or officer of any of the Target Companies at the Closing pursuant to any agreement to which any of the Target Companies is a party prior to the Closing which become payable (including if subject to continued employment) as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby.

“ Consent ” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

“ Contracts ” means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“ Control ” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “ Controlled Person ”) shall be deemed Controlled by (a) any other Person (the “ 10% Owner ”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling,

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aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

“ Copyrights ” means any works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations and applications for registration and renewal, and non-registered copyrights.

“ EBC ” means Early Bird Capital, Inc., the lead underwriter in Parent’s IPO.

“ EBITDA ” means with respect to any designated period of time, the earnings before interest, income Taxes, depreciation and amortization of Parent and its Subsidiaries (including the Target Companies) on a consolidated basis, for such period, as determined in accordance with the methodology for calculating “Consolidated EBITDA” (including all “add-backs” and adjustments provided therein) (but subject to the Measurement Methodologies) set forth in that certain Term Loan Agreement (as amended and supplemented through the date hereof), whether or not such Term Loan Agreement remains in effect as of any date of calculation.

“ Enterprise Value ” means an amount equal to $1,137,000,000.

“ Environmental Law ” means any Law in any way relating to (a) the protection of human health and safety, (b) the protection, preservation or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC. Section 9601 et. seq., the Resource Conservation and Recovery Act, 42 USC. Section 6901 et. seq., the Toxic Substances Control Act, 15 USC. Section 2601 et. seq., the Federal Water Pollution Control Act, 33 USC. Section 1151 et seq., the Clean Air Act, 42 USC. Section 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 USC. Section 111 et. seq., Occupational Safety and Health Act, 29 USC. Section 651 et. seq. (to the extent it relates to exposure to Hazardous Substances), the Asbestos Hazard Emergency Response Act, 15 USC. Section 2601 et. seq., the Safe Drinking Water Act, 42 USC. Section 300f et. seq., the Oil Pollution Act of 1990 and analogous state acts.

“ Environmental Liabilities ” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, Losses, damages, costs, and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to any Environmental Law, Environmental Permit, Order, or Contract with any Governmental Authority or other Person, that relates to any environmental, health or safety condition, violation of Environmental Law, or a Release or threatened Release of Hazardous Materials.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

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

“ Export Control Laws ” means (i) all U.S. import and export Laws (including those Laws under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120-130; and Treasury (Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599) and (ii) all comparable applicable Laws outside the United States.

“ FAR ” means the Federal Acquisition Regulation and any agency supplement thereto.

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“ Fraud ” means common law fraud.

“ GAAP ” means generally accepted accounting principles as in effect in the United States of America.

“ Governmental Authority ” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“ Government Bid ” means any quotation, bid or proposal for an award of a new Government Contract made by a Target Company for which no award has been made and for which the Company believes there is a reasonable prospect that such an award to a Target Company may yet be made.

“ Government Contract ” means any Contract, including an individual task order, delivery order, purchase order or blanket purchase agreement, between a Target Company and the U.S. Government or any other Governmental Authority, as well as any subcontract or other arrangement by which (a) a Target Company has agreed to provide goods or services to a prime contractor, to a Governmental Authority or to a higher-tier subcontractor or (b) a subcontractor or vendor has agreed to provide goods or services to a Target Company, where, in either event, such goods or services ultimately will benefit or be used by a Governmental Authority, including any closed Contract or subcontract as to which the right of the U.S. Government or a higher-tier contractor to review, audit or investigate has not expired.

“ Hazardous Material ” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”, “hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“ HSR Act ” means the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ Indebtedness ” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (c) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn, and (d) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person to the extent due and payable. For the avoidance of doubt, Indebtedness shall not include any (i) Company Transaction Expenses, (ii) Taxes, (iii) trade payables incurred in the ordinary course of business, (iv) obligations under or in respect of vendor finance, inventory floor planning or similar inventory financing agreements entered into in the ordinary course of business (including the “Floorplan Advances” as defined in the Revolving Loan Agreement), or (v) liabilities associated with the Company’s private cloud offering.

“ Independent Expert ” means a mutually acceptable independent (i.e., no prior material business relationship with any party for the prior two (2) years) accounting firm (which appointment will be made no later than ten (10) Business Days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Parent Representative and the Seller Representative cannot agree on the Independent Expert, in either case within ten (10) Business Days after the Independent Expert Notice Date, either the Parent Representative or the Seller Representative may require, by written notice to the other, that the Independent Expert be selected by the New York City Regional Office of the American Arbitration Association in accordance with the procedures of the American Arbitration Association. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in Sections 1.12 and 2.2 .

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“ Independent Expert Notice Date ” means the date that either the Parent Representative or the Seller Representative receives notice from the other Party that it intends to resolve a dispute under Section 1.12 or Section 2.2 by the Independent Expert.

“ Intellectual Property ” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights, Trade Secrets, Internet Assets, Software and other intellectual property, and all licenses, sublicenses and other agreements or permissions related to the preceding property.

“ Internet Assets ” means any all domain name registrations, web sites and web addresses and related rights, items and documentation related thereto.

“ IPO ” means the initial public offering of Parent Public Units pursuant to the IPO Prospectus.

“ IPO Prospectus ” means the final prospectus of the Parent, dated April 6, 2017, and filed with the SEC on April 7, 2017 (File Nos. 333-216842 and 333-217187).

“ IRS ” means the U.S. Internal Revenue Service (or any successor Governmental Authority).

“ Knowledge ” means, with respect to (i) the Company, the actual knowledge of the executive officers or directors of any Target Company, after reasonable due inquiry or (ii) any other Party, the actual knowledge of its directors and executive officers, after reasonable due inquiry.

“ Law ” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“ Liabilities ” means any and all liabilities, Indebtedness or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including Tax liabilities due or to become due.

“ Lien ” means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

“ Loan Agreements ” means, collectively, the Term Loan Agreement, the Revolving Loan Agreement, and any other agreements to which Parent or any of its Subsidiaries is a party evidencing or governing any debt facilities providing for revolving credit loans, term loans, receivables or inventory financing or letters of credit, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“ Loss ” means any losses, Actions, Orders, Liabilities, damages, penalties, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses); provided, that Losses shall not include (a) any special, indirect, exemplary, punitive or consequential damages (to the extent not reasonably foreseeable), except in each case to the extent paid or payable to a third party in a third party claim or (b) any losses or damages associated with any lost profits, diminution in value or lost opportunities.

“ Material Adverse Effect ” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, results of operations or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its

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Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided , however , that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the country or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally operate; (iii) changes in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv) conditions caused by acts of God, natural disaster, weather, geological or meteorological events, terrorism, war (whether or not declared) or any material worsening of such conditions threatened or existing as of the date of this Agreement; (v) changes in applicable Law after the date of this Agreement; (vi) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein), (vii) the announcement or pendency of this Agreement or the transactions contemplated hereby, or any action taken by a Party and expressly required by this Agreement and (viii), with respect to the Parent, the consummation and effects of the Redemption; provided further , however , that any event, occurrence, fact, condition, or change referred to in clauses (i)—(v) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect to the Parent, the amount of the Redemption or the failure to obtain the Required Parent Stockholder Approval shall not be deemed to be a Material Adverse Effect on or with respect to the Parent.

“ Measurement Date ” means the last calendar day of each fiscal quarter beginning with the first fiscal quarter ending after the Closing Date and ending with last fiscal quarter of 2020.

“ Measurement Methodologies ” means EBITDA as calculated for the four (4) fiscal quarter period ending on the applicable Measurement Date.

“ Merger Sub I Common Shares ” means the common stock, par value $0.01 per share, of Merger Sub I.

“ Nasdaq ” means the Nasdaq Capital Market.

“ Net Acquisition Amount ” means, in the event the Company, at any time during the period beginning on the date of this Agreement and ending at the Effective Time, whether directly or indirectly, (a) acquires by means of merger, consolidation, reorganization or other similar business combination transaction, a majority of the outstanding equity interests of another Person, (b) makes a minority investment in another Person, and/or (c) acquires a majority of the assets of another Person, in each case, in compliance with Section 6.2 hereof, an amount equal to the (i) the aggregate amount of cash and cash equivalents of the Company paid in connection with such transactions (including, for the avoidance of doubt, the aggregate amount of cash paid for any legal, financial, accounting or other transaction advisory fees and expenses incurred by the Company in connection with such transactions), plus (ii) the aggregate amount of any Indebtedness incurred by the Company in connection with such transactions.

“ Order ” means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

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“ Organizational Documents ” means, with respect any Person that is an entity, its certificate of incorporation or formation, bylaws, operating agreement or similar organizational documents, in each case, as amended.

“ Parent Common Share ” means a share of Class A Common Stock, par value $0.0001 par value per share, of the Parent.

“ Parent Confidential Information ” means all confidential or proprietary documents and information concerning the Parent or any of its Representatives; provided , however , that Parent Confidential Information shall not include any information (i) that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by the Company or any of its Representatives in violation of this Agreement; (ii) that was in the Company’s or it Representative’s possession prior to the time it was first made available to the Company or any of its Representatives by or on behalf of the Parent or any of its Representatives, provided that the source of such information was not known by the Company to be bound by any contractual or other obligation of confidentiality to the Parent or any other Person with respect to any of such information; (iii) that is or becomes available to the Company on a non-confidential basis from a source other than the Parent or its Representatives, provided that such source is not known by the Company to be bound by any contractual or other obligation of confidentiality to the Parent or any other Person with respect to any of such information; or (iv) is or was independently developed by the Company or its Representatives with no reference to or use of information that otherwise constitutes Parent Confidential Information. For the avoidance of doubt, from and after the Closing, Parent Confidential Information will include the confidential or proprietary information of the Target Companies.

“ Parent Founder Share ” means a share of Class F Common Stock, par value $0.0001 par value per share, of the Parent.

“ Parent Private Right ” means one right that was included as part of each Parent Private Unit entitling the holder thereof to receive one-tenth (1/10 ^th ) of a Parent Common Share upon the consummation by the Parent of an initial Business Combination.

“ Parent Private Warrant ” means one whole warrant that was included in as part the Parent Private Units, entitling the holder thereof to purchase one (1) Parent Common Share at a purchase price of $11.50 per Parent Common Share.

“ Parent Private Units ” means the units issued in private placements to Sponsor at the time of the consummation of the IPO and thereafter, which units consist of one (1) Parent Common Share, one (1) Parent Private Right and one-half (1/2) of one (1) Parent Private Warrant.

“ Parent Public Right ” means one right that was included as part of each Parent Public Unit entitling the holder thereof to receive one-tenth (1/10 ^th ) of a Parent Common Share upon the consummation by the Parent of an initial Business Combination.

“ Parent Public Unit ” means the units issued in the IPO consisting of one (1) Parent Common Share, one (1) Parent Public Right and one-half (1/2) of one (1) Parent Public Warrant.

“ Parent Public Warrants ” means one whole warrant that was included in as part of the Parent Public Units, entitling the holder thereof to purchase one (1) Parent Common Share at a purchase price of $11.50 per Parent Common Share.

“ Parent Securities ” means the Parent Common Shares, the Parent Founder Shares, the Parent Public Units, the Parent Public Rights, the Parent Public Warrants, the Parent Private Units, the Parent Private Rights, the Parent Private Warrants and the Parent UPO, collectively.

“ Parent Share Price ” means an amount equal to the VWAP of the Parent Common Shares over the twenty (20) Trading Days (as adjusted pursuant to Section 2.1(b) ) ending at the close of business on the principal

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securities exchange or securities market on which the Parent Common Shares are then traded immediately prior to the date of determination (such date, the “ Exchange Date ”), as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the date of this Agreement.

“ Parent Transaction Expenses ” means all fees and expenses of Parent incurred or payable as of the Closing and not paid prior to the Closing (i) in connection with the consummation of the transactions contemplated hereby, including any amounts payable to professionals (including investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors) retained by or on behalf of Parent (including, without limitation, any premiums and fees associated with the Parent D&O Tail Insurance), (ii) in connection with the IPO but previously deferred by the terms thereof until consummation of a Business Combination (including fees or commissions payable to the underwriters and any legal fees), and (iii) in connection with the PIPE Investment.

“ Parent UPO ” means the option issued to EBC and/or its designee to purchase up to 1,125,000 Parent Public Units at a price of $10.00 per unit, provided the exercise price per unit may be adjusted as stated in the option.

“ Patents ” means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions, and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn, or refiled).

“ Permits ” means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“ Permitted Closing Cash ” means that amount of the Closing Cash that is not restricted under the terms and conditions of the Loan Agreements from being made available by the parties thereto to Parent to be paid as Cash Consideration pursuant to Section 1.7(b) , subject to the good faith and reasonable determination of the Company’s Board of Directors as of immediately prior to the Closing that a higher amount is necessary to be retained by the Company satisfy the Company’s existing liabilities and reserves for future contingencies and needs of the Company’s business.

“ Permitted Liens ” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (e) Liens arising under this Agreement or any Ancillary Document, or (f) other Liens which as would not, individually or in the aggregate, in an adverse manner, materially affect the value of, or materially interfere with the use of the property subject thereto.

“ Person ” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“ Personal Property ” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

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“ Pro Rata Share ” means, for each Company Securityholder, a percentage determined by dividing the total number of shares of Company Stock held by a Company Securityholder (in each case treating, (a) any shares other than Company Class A Common Stock on an as-converted to Company Class A Common Stock basis, and excluding any Company Securities described in Sections 1.8(b) and 1.8(c) and (b) all outstanding Company Convertible Securities as fully vested and as if such Company Convertible Security had been exercised in accordance with Section 1.8(d)(ii) ) as of the Effective Time by the Total Fully Diluted Company Shares.

“ Redemption Price ” means an amount equal to price at which each Parent Common Share is redeemed or converted pursuant to the Redemption (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing).

“ Reference Time ” means the close of business of the Company on the Closing Date (but without giving effect to the transactions contemplated by this Agreement, including any payments by Parent hereunder to occur at the Closing, but giving effect to any obligations in respect of Company Transaction Expenses, Indebtedness or other liabilities that are contingent upon the consummation of the Closing).

“ Registration Rights Agreement ” means the Amended and Restated Registration Rights Agreement, by and among the Parent, the Sponsor and the Company Stockholders holding shares of Company Class A Common Stock as of immediately prior to the Effective Time that are party thereto, in substantially the form attached hereto as Exhibit E .

“ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment, or into or out of any property.

“ Remedial Action ” means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of noncompliance with Environmental Laws.

“ Representatives ” means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person or its Affiliates.

“ Revolving Loan Agreement ” means that certain Revolving Loan Credit Agreement, dated as of June 20, 2017, by and among, inter alia , C1 Intermediate Corp., ConvergeOne Holdings Corp., and ConvergeOne, Inc., the lenders party thereto and Wells Fargo Commercial Distribution Finance, LLC.

“ SEC ” means the Securities and Exchange Commission (or any successor Governmental Authority).

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

“ Software ” means any computer software programs, including all source code, object code, and documentation related thereto and all software modules, tools and databases.

“ SOX ” means the Sarbanes-Oxley Act of 2002, as amended.

“ Sponsor ” means Forum Investors I, LLC, a Delaware limited liability company.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly

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or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules. Notwithstanding anything to the contrary contained herein, the WFOE and the VIE Entities will each be deemed to be Subsidiaries of the Company for all purposes of this Agreement.

“ Target Company ” means each of the Company and its direct and indirect Subsidiaries.

“ Tax Return ” means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

“ Taxes ” means all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, Code Section 59A, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges in the nature of tax, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.

“ Term Loan Agreement ” means that certain Term Loan Agreement, dated as of June 20, 2017, by and among, inter alia , ConvergeOne Holdings Corp., C1 Intermediate Corp., the lenders party thereto and JPMorgan Chase Bank, N.A., in the form attached to the Registration Statement.

“ Total Fully Diluted Company Shares ” means the total number of issued and outstanding shares of Company Stock (in each case treating (a) any shares other than Company Class A Common Stock on an as-converted to Company Class A Common Stock basis and (b) all outstanding Company Convertible Securities as fully vested and as if the Company Convertible Security had been exercised as of the Effective Time, but excluding any Company Securities described in Sections 1.8(b) and 1.8(c) .

“ Trade Secrets ” means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or not patentable or subject to copyright, trademark, or trade secret protection).

“ Trademarks ” means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications for registration and renewal thereof.

“ Trading Day ” means any day on which the principal securities exchange or securities market on which the Parent Common Shares are then traded is open for trading.

“ Transaction Expenses ” means the Company Transaction Expenses and the Parent Transaction Expenses.

“ Trust Account ” means the trust account established by Parent with the proceeds from the IPO pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“ Trust Agreement ” means that certain Investment Management Trust Agreement, dated as of October 14, 2015, as it may be amended, by and between the Parent and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

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“ Trustee ” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

“ VWAP ” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as reasonably determined by Parent in good faith. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

12.2 Section References . The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section as set forth below adjacent to such terms:


Term		Section
2018 Target		2.1(a)
2019 Target		2.1(a)
2020 Target		2.1(a)
AAA		11.4
AAA Procedures		11.4
Accelerated Earnout Payment		2.1(d)
Accelerated Option		1.8(d)(ii)
Acquisition Proposal		6.5(a)
Adjustment Amount		1.12(c)
Agreement		Preamble
Alternative Transaction		6.5(a)
Amended Parent Charter		6.10(a)
Antitrust Laws		6.8(b)
Business Combination		10.1
Cash Consideration		1.7(b)
Catchup Earnout Payment		2.1(c)
Certificate of First Merger		1.2
Certificate of Second Merger		1.2
Certificates of Merger		1.2
CFO		2.2
Change of Control		2.1(e)
Change of Control Earnout Payment		2.1(e)
Closing		3.1
Closing Consideration		1.10(a)
Closing Date		3.1
Closing Filing		6.13(b)
Closing Press Release		6.13(b)
Closing Statement		1.12(a)
Company		Preamble
Company Advised Parties		11.15(b)


Term		Section
Company Benefit Plan		5.18(a)
Company Certificates		1.8(a)
Company D&O Tail Insurance		6.16(b)
Company Deal Communications		11.15(c)
Company Directors		6.17(a)
Company Disclosure Schedules		Article V
Company Financials		5.7(a)
Company IP		5.13(a)
Company Leased Properties		5.15(b)
Company Material Contract		5.12(a)
Company Permits		5.10
Company Real Property Leases		5.15(b)
Company Stockholder Meeting		6.11
Continuing Directors		2.1(e)
D&O Indemnified Parties		6.16(a)
Deferred Payment		1.7(b)
Deferred PIPE Closing		4.20
Deferred PIPE Closing Agreement		4.20
Deferred PIPE Closing Amount		4.20
DGCL		Recitals
Dispute		11.4
Dissenting Shares		1.13
Dissenting Stockholder		1.13
DLLCA		1.2
Earnout Cash Payment		2.1(a)
Earnout Cash Payment Shortfall		2.1(b)
Earnout Cash Payment Shortfall Parent Shares		2.1(b)
Earnout Payments		2.1(e)

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Term		Section
Earnout Period		2.1(a)
Earnout Statement		2.2
Earnout Stock Payment		2.1(a)
Earnout Targets		2.1(a)
Earnout Year		2.1(a)
Effective Time		1.2
Enforceability Exceptions		4.2(a)
Environmental Permit		5.19(a)
Estimated Cash Consideration		1.11(b)
Estimated Closing Cash		1.11(a)
Estimated Closing Indebtedness		1.11(a)
Estimated Company Statement		1.11(a)
Estimated Merger Consideration		1.11(a)
Estimated Net Acquisition Amount		1.11(a)
Estimated Parent Cash		1.11(b)
Estimated Parent Statement		1.11(b)
Estimated Permitted Closing Cash		1.11(a)
Estimated Stock Consideration		1.11(b)
Exchange Date		12.1 (def. of Parent Share Price)
Federal Securities Laws		6.6
Final Merger Consideration		1.12(b)
First Merger		Recitals
Group		2.1(e)
Interim Balance Sheet Date		5.7(a)
Interim Period		6.2(a)
Letter of Transmittal		1.10(b)
Lock-Up Agreement		1.10(c)
Lost Certificate Affidavit		1.10(e)
Mergers		Recitals
Merger Consideration		1.7(a)
Merger Sub I		Preamble
Merger Sub II		Preamble
Merger Subs		Preamble
Objection Statement		1.12(a)
OFAC		4.18(c)
Option Cancellation Agreement		1.10(c)
Outside Date		9.1(b)
Parent		Preamble
Parent Advised Parties		11.15(b)
Parent Cash		1.7(b)
Parent D&O Tail Insurance		6.16(d)
Parent Deal Communications		11.15(d)
Parent Directors		6.17(a)
Parent Disclosure Schedules		Article IV
Parent Financials		4.6(b)
Parent Material Contract		4.13(a)
Parent Recommendation		4.2(b)


Term		Section
Parent Representative		1.12(a)
Parent Stockholder Approval Matters		6.10(a)
Party(ies)		Preamble
Permitted Agreement Payment Amount		2.1(b)
Permitted Cash Payment		2.1(b)
Permitted Leverage Payment Amount Payment		2.1(b)
PIPE Agreement		4.20
PIPE Investment		Recitals
PIPE Investors		4.20
Post-Closing Parent Board		6.17(a)
Prior Company Counsel		11.15(a)
Prior Parent Counsel		11.15(a)
Privileged Company Deal Communications		11.15(c)
Privileged Parent Deal Communications		11.15(d)
Proxy Statement		6.10(a)
Public Certifications		4.6(a)
Public Distributions		10.1
Public Stockholders		10.1
Redemption		6.10(a)
Registration Statement		6.10(a)
Regular Earnout Payment		2.1(a)
Related Person		5.20
Released Claims		10.1
Required Company Stockholder Approval		8.1(b)
Required Parent Stockholder Approval		8.1(a)
Resolution Period		11.4
SEC Reports		4.6(a)
Second Effective Time		1.2
Second Merger		Recitals
Seller Representative		Preamble
Special Meeting		6.10(a)
Signing Filing		6.13(b)
Signing Press Release		6.13(b)
Specified Courts		11.5
Sponsor Earnout Letter and Amendment to Escrow Agreement		2.3(a)
Sponsor Earnout Shares		2.3(a)
Sponsor Loans		6.18
Stock Consideration		1.7(b)
Surviving Corporation		1.1(a)
Surviving Entity		1.1(b)
Termination Fee		9.4(a)

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Term		Section
Top Customers		5.24
Top Suppliers		5.24
Total Consideration		1.7(a)


Term		Section
Transmittal Documents		1.10(c)
Voting Agreements		Recitals

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS}

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IN WITNESS WHEREOF , each Party hereto has caused this Agreement and Plan of Merger to be signed and delivered as of the date first written above.

The Parent:

FORUM MERGER CORPORATION



By:		/s/ David Boris
Name:		David Boris
Title:		Co-Chief Executive Officer

Merger Sub I:

FMC MERGER SUBSIDIARY CORP.



By:		/s/ David Boris
Name:		David Boris
Title:		Co-Chief Executive Officer

Merger Sub II:

FMC MERGER SUBSIDIARY LLC



By:		/s/ David Boris
Name:		David Boris
Title:		Co-Chief Executive Officer

[Signature Page to Merger Agreement]

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IN WITNESS WHEREOF , each Party hereto has caused this Agreement and Plan of Merger to be signed and delivered as of the date first written above.

The Seller Representative:

CLEARLAKE CAPITAL MANAGEMENT III, L.P ., solely in its capacity as the Seller Representative hereunder



By:		/s/ Behdad Eghbali
Name:		Behdad Eghbali
Title:		Managing Partner

The Company:

C1 INVESTMENT CORP.



By:		/s/ John A. McKenna
Name:		John A. McKenna, Jr.
Title:		Chief Executive Officer

[Signature Page to Merger Agreement]

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Exhibit A

Form of Voting Agreement

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FINAL FORM

VOTING AGREEMENT

This Voting Agreement (this “ Agreement ”) is made as of November 30, 2017, by and among (i) Forum Merger Corporation, a Delaware corporation (including any successor entity thereto, “ Parent ”), (ii) C1 Investment Corp., a Delaware corporation (the “ Company ”), and (iii) Clearlake Capital Partners III (Master), L.P., a Delaware limited partnership (“ Holder ”), solely in Holder’s capacity as a Company Stockholder (and not in any other capacity). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

WHEREAS , on or about the date hereof, Parent, the Company, FMC Merger Subsidiary Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub I ”), FMC Merger Subsidiary Corp., a Delaware limited liability company and a wholly-owned subsidiary of Parent (“ Merger Sub II ”, and together with Merger Sub I, the “ Merger Subs ”) and the other parties named therein, have entered into that certain Merger Agreement (as amended from time to time in accordance with the terms thereof, the “ Merger Agreement ”), pursuant to which (i) Merger Sub I will merge with and into the Company, with the Company continuing as the surviving corporation (the “ First Merger ”) and (ii) as part of the same overall transaction as the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II (the “ Second Merger ” and together with the First Merger, the “ Mergers ”), and as a result of which, among other matters, all of the issued and outstanding capital stock of the Company as of the Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right to receive the Total Consideration as set forth in the Merger Agreement, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL;

WHEREAS , the Board of Directors of the Company has (i) approved and declared advisable the Merger Agreement, the Ancillary Documents (including this Agreement), the Mergers and the other transactions contemplated by any such documents (collectively, the “ Transactions ”), (ii) determined that the Transactions are fair to and in the best interests of the Company and its shareholders (the “ Company Stockholders ”) and (iii) recommended the approval and the adoption by each of the Company Stockholders of the Merger Agreement, the Ancillary Documents (including this Agreement), the Mergers and the other Transactions; and

WHEREAS , as a condition to the willingness of Parent to enter into the Merger Agreement, and as an inducement and in consideration therefor, and in view of the valuable consideration to be received by Holder thereunder, and the expenses and efforts to be undertaken by Parent and the Company to consummate the Transactions, Parent, the Company and Holder desire to enter into this Agreement in order for Holder to provide certain assurances to Parent regarding the manner in which Holder is bound hereunder to vote any shares of capital stock of the Company which Holder beneficially owns, holds or otherwise has voting power (the “ Shares ”) during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms (the “ Voting Period ”) with respect to the Merger Agreement, the Mergers, the Ancillary Documents and the Transactions.

NOW, THEREFORE , in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Covenant to Vote in Favor of Transactions . Holder agrees, with respect to all of the Shares (unless this Agreement shall have been terminated in accordance with Section 4(a)):

(a) during the Voting Period, at each meeting of the Company Stockholders or any class or series thereof, and in each written consent or resolutions of any of the Company Stockholders in which Holder is entitled to vote or consent, Holder hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Shares (i) in favor of, and adopt, the Mergers, the Merger Agreement, the Ancillary Documents,

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any amendments to the Company’s Organizational Documents contemplated by the Merger Agreement, and all of the other Transactions (and any actions required in furtherance thereof), (ii) in favor of the other matters set forth in the Merger Agreement, and (iii) to vote the Shares in opposition to: (A) any Acquisition Proposal and any and all other proposals (x) for the acquisition of the Company, (y) that could reasonably be expected to significantly delay or significantly impair the ability of the Company to consummate the Mergers, the Merger Agreement or any of the Transactions, or (z) which are in competition with or materially inconsistent with the Merger Agreement or the Ancillary Documents; (B) other than as contemplated by the Merger Agreement, any material change in (x) the present capitalization of the Company or any amendment of the Company’s Organizational Documents or (y) the Company’s corporate structure or business; or (C) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled;

(b) (i) to execute and deliver to the Company a Letter of Transmittal (in substantially the form attached as an exhibit to the Merger Agreement), (ii) to deliver Holder’s Company Certificate(s) (or a Lost Certificate Affidavit in lieu of the Company Certificate(s)) representing the Shares, duly endorsed for transfer, to the Company, and (iii) to execute and deliver the Lock-Up Agreement and the Registration Rights Agreement (in each case in substantially the form attached to the Merger Agreement);

(c) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by Holder or his/her/its Affiliates in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by Company and Parent in connection with the Merger Agreement, the Ancillary Documents and any of the Transactions;

(d) except as contemplated by the Merger Agreement or the Ancillary Documents, make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of the Company capital stock in connection with any vote or other action with respect to the Transactions, other than to recommend that stockholders of the Company vote in favor of adoption of the Merger Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Merger Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section 1 of this Agreement); and

(e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the First Merger, the Merger Agreement, the Ancillary Documents and any of the Transactions, including pursuant to the DGCL.

2. O ther Covenants .

(a) No Transfers . Unless this Agreement shall have been terminated in accordance with Section 4(a) of this Agreement, Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without Company’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “ Transfer ”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any material lien (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of materially preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, Company that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of Company, and the Company hereby agrees that it shall not effect any such Transfer.

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(b) Changes to Shares . In the event of a stock dividend or distribution, or any change in the shares of capital stock of the Company by reason of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. Unless this Agreement shall have been terminated in accordance with Section 4(a) of this Agreement, Holder agrees during the Voting Period to notify Parent promptly in writing of the number and type of any additional Shares acquired by Holder, if any, after the date hereof.

(c) Registration Statement . Unless this Agreement shall have been terminated in accordance with Section 4(a) of this Agreement, during the Voting Period, Holder agrees to provide to Parent and its Representatives any information regarding Holder or the Shares that is reasonably requested by Company or its Representatives for inclusion in the Registration Statement.

(d) Publicity . Unless this Agreement shall have been terminated in accordance with Section 4(a) of this Agreement, Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of the Company and Parent. Holder hereby authorizes the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), Holder’s identity and ownership of the Shares and the nature of Holder’s commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Documents; provided, that Parent shall provide Holder of written notice at least three (3) days prior to any such publishing or disclosure.

3. Representations and Warranties of Holder . Holder hereby represents and warrants to Company as follows:

(a) Binding Agreement . Holder (i) is a limited partnership duly organized and validly existing under the laws of the jurisdiction of its organization and (ii) has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by Holder has been duly authorized by all necessary partnership action on the part of Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Holder.

(b) Ownership of Shares . As of the date hereof, Holder has record or beneficial ownership over the type and number of the Shares set forth under Holder’s name on the signature page hereto, is the lawful owner of such Shares, has the sole power to vote or cause to be voted such Shares, and has good and valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, in each case, in all material respects, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. Except for the Shares and other securities of the Company set forth under Holder’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

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(c) No Conflicts . No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in any breach of the certificate of formation, limited partnership agreement or other comparable organizational documents of Holder, if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract to which Holder is a party or by which Holder or any of the Shares may be bound, or (iii) violate any applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair Holder’s ability to perform its obligations under this Agreement in any material respect.

(d) No Inconsistent Agreements . Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered into, nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii) has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of Holder contained herein untrue or incorrect in any material respect or have the effect of preventing Holder from performing any of its material obligations under this Agreement.

4. Miscellaneous .

(a) Termination . Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of Parent, the Company or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of Parent, the Company and Holder, (ii) the Effective Time (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Effective Time), (iii) the date of termination of the Merger Agreement in accordance with its terms and (iv) the date of any material modification, waiver or amendment of the Merger Agreement which is not approved in writing by Holder that affects materially and adversely the consideration payable to Holder pursuant to the Merger Agreement as in effect on the date hereof. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 4(a) shall survive the termination of this Agreement.

(b) Binding Effect; Assignment . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and may not be assigned, transferred or delegated by Holder at any time without the prior written consent of Parent and the Company, and any purported assignment, transfer or delegation without such consent shall be null and void ab initio. Each of the Company and Parent may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.

(c) Third Parties . Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or thereto or a successor or permitted assign of such a party.

(d) Governing Law; Jurisdiction . This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “ Specified Courts ”). Each party hereto hereby (i) submits to the

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exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 4(g) . Nothing in this Section 4(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

(e) WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) 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 4(e) .

(f) Interpretation . The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(g) Capacity as a Company Stockholder : Holder signs this Agreement solely in Holder’s capacity as a stockholder of the Company, and not in Holder’s capacity as a director, officer or employee of any Target Company or in Holder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of the Company in the exercise of his or her fiduciary duties as a director or officer of the Company or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of the Company or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.

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(h) Notices . All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):


If to Parent, to: Forum Merger Corporation c/o Forum Investors I, LLC 135 East 57th Street, 8th Floor New York, New York Attn: David Boris Telephone No.: (212) 739-7860 Email: david@forummerger.com		With a copy to (which shall not constitute notice): Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Douglas Ellenoff, Esq. Tamar Donikyan, Esq. Facsimile No.: (212) 370-7889 Telephone No.: (212) 370-1300 Email: ellenoff@egsllp.com tdonikyan@egsllp.com

If to the Company, to: C1 Investment Corp. 3344 Highway 149		With a copy to (which shall not constitute notice): Cooley LLP 3175 Hanover Street

Eagan, MN 55121 Attn: John McKenna, Chief Executive Officer		Palo Alto, CA 94304-1130 Attn: Mehdi Khodadad, Esq. Attn: John T. McKenna, Esq. Facsimile No.: (650) 849-7400 Telephone No.: (650) 843-5000 Email: mkhodadad@cooley.com jmckenna@cooley.com and Hogan Lovells US LLP 4085 Campbell Avenue Suite 100 Menlo Park, CA 94025 Attn: Mark L. Heimlich Attn: Alexander B. Johnson Attn: John H. Booher Facsimile No.: (650) 463-4199 Telephone No.: (650) 463-4000

If to Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice, each of the Company and Parent (and each of their copies for notices hereunder).

(i) Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Parent, the Company and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

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(j) Severability . In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(k) Specific Performance . Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and Parent will have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, Parent shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

(l) Expenses . Each party shall be responsible for its fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

(m) No Partnership, Agency or Joint Venture . This Agreement is intended to create a contractual relationship among Holder, the Company and Parent, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Company shareholders entering into voting agreements with the Company or Parent. Holder is not affiliated with any other holder of securities of the Company entering into a voting agreement with the Company or Parent in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Shares.

(n) Further Assurances . From time to time, at another party’s request and without further consideration, each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

(o) Entire Agreement . This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided , that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Parent or any of the obligations of Holder under any other agreement between Holder and Parent or any certificate or instrument executed by Holder in favor of Parent, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of Parent or any of the obligations of Holder under this Agreement.

(p) Counterparts; Facsimile . This Agreement may also be executed and delivered by facsimile or electronic signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF , the parties have executed this Voting Agreement as of the date first written above.


*Parent:* FORUM MERGER CORPORATION

By:
Name:
Title:

{Signature Page to Voting Agreement}

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IN WITNESS WHEREOF , the parties have executed this Voting Agreement as of the date first written above.


*The Company:* C1 INVESTMENT CORP.

By:
Name:		John A. McKenna, Jr.
Title:		Chief Executive Officer

{Signature Page to Voting Agreement}

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IN WITNESS WHEREOF , the parties have executed this Voting Agreement as of the date first written above.


*Holder:* CLEARLAKE CAPITAL PARTNERS III (MASTER), L.P.

By:		Clearlake Capital Partners III, GP, L.P.
Its:		General Partner
By:		Clearlake Capital Partners, LLC
Its:		General Partner

By:
Name:		Behdad Eghbali
Title:		Co-President

Number and Type of Shares:

85,675,000 shares of Company Class A Common Stock

shares of Company Class B Common Stock

Address for Notice:

Address: 233 Wilshire Blvd., Suite 800

Santa Monica, CA 90401

{Signature Page to Voting Agreement}

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Exhibit B

Form of Letter of Transmittal

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FINAL FORM

INSTRUCTIONS FOR LETTER OF TRANSMITTAL

FOR STOCKHOLDERS AND OPTIONHOLDERS

OF C1 INVESTMENT CORP.

Delivery of Letter of Transmittal, Exhibits and Certificates. The Letter of Transmittal, together with the exhibits attached thereto, properly completed and duly executed, together with the certificate(s) for the securities described, should be delivered to the C1 Investment Corp., a Delaware corporation (the “ Company ”), at the address below in the envelope enclosed for your convenience. If the space provided on the Letter of Transmittal is inadequate, the applicable information should be listed on a separate schedule to be attached thereto.

THE METHOD OF DELIVERY OF ALL REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, BUT IF SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. DELIVERY OF THE DOCUMENTS WILL BE EFFECTIVE, AND RISK OF LOSS AND TITLE WITH RESPECT THERETO SHALL PASS, ONLY WHEN THE MATERIALS ARE ACTUALLY RECEIVED BY THE COMPANY AT THE ADDRESS BELOW.

2.	*Signatures.*

If the Letter of Transmittal is signed by the registered owner(s) of the share certificate(s) listed and surrendered thereby, no endorsements of certificates or separate stock powers are required. If the Letter of Transmittal is signed by the original recipient of the options to purchase shares of the Company’s common stock (“ Company Options ”) to be surrendered, no evidence of transfer is required If the certificate(s) or Company Options surrendered is (are) owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.

If, with respect to any surrendered certificate(s), the Letter of Transmittal is signed by a person other than the registered owner of the certificate(s) listed or its duly authorized representative (as confirmed by proper evidence satisfactory to the Company and to Forum Merger Corporation, a Delaware corporation (the “ Parent ”)), such certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificate(s).

If, with respect to any Company Options, the Letter of Transmittal is signed by a person other than the person to whom such Company Options were issued or its duly authorized representative (as confirmed by proper evidence satisfactory to the Company and the Parent), such Company Options must be accompanied by appropriate evidence of transfer, signed exactly as the name or names of the person indicated in such Company Options, as well as evidence that such transfer was permitted in accordance with the Company’s equity plan under which the Company Options were issued and the related Company Option grant documents.

If the Letter of Transmittal or any certificate, stock power, Option Cancellation Agreement or other exhibit to the Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorney-in-fact, officers of corporations or other entities or others, acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence, satisfactory to the Company and the Parent, of their authority to do so must be submitted.

3.	*Special Payment and Delivery Instructions.* Indicate on the Letter of Transmittal all names and addresses to which consideration for the securities is to be issued and the amounts thereto, if different from the name and address of the person(s) signing the Letter of Transmittal.

4.	*Form W-8/W-9.* If you are a U.S. person, please enter your social security or employer identification number, and complete, sign and date the attached Form W-9. If you are a non-U.S. person, you must

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provide a properly completed and executed Internal Revenue Service Form W-8BEN or other Form W-8, which you can obtain from the Company by contacting the designated person below.

5.	*Additional Copies.* Additional copies of the Letter of Transmittal may be obtained from the Company at the address listed below.

6.	*Lost, Stolen or Destroyed Certificates.* If any share certificates have been lost, stolen or destroyed, please so indicate on the front of the Letter of Transmittal, and additional paperwork will be sent to you to replace the lost, stolen or destroyed certificates.

All questions as to the validity, form and eligibility of any surrender of certificates or Company Options will be determined by the Company and the Parent, and such determination shall be final and binding on each holder of the Company’s capital stock or Company Options (each, a “ Holder ”). The Company and the Parent reserve the right to together waive any irregularities or defects in the surrender of any certificates or Company Options. A surrender will not be deemed to have been made until all irregularities have been cured or waived. Neither the Company nor the Parent is under any obligation to waive or to provide any notification of any irregularities or defects in the surrender of any certificates or Company Options, nor shall the Company or the Parent be liable for any failure to give such notification.

All documentation and requests should be sent to the Company at the following address:

C1 Investment Corp.

3344 Highway 149

Eagan, MN 55121

Attn: Jeff Nachbor, Chief Financial Officer

Email: JNachbor@convergeone.com

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Method of delivery of the certificate(s) is at the option and risk of the Holder. See Instruction 1.

All Holders, please mail or deliver each of the following:

☐	An original of this Letter of Transmittal, duly executed by Holder

☐	An original of the Lock-Up Agreement, duly executed by Holder, the form of which is attached as Exhibit A

☐	A completed and executed IRS Form W-9 or Form W-8BEN (or Other Form W-8), as applicable, the form of which is attached as Exhibit B .

If you are a holder of shares of the Company’s Class A Common Stock, please also mail the following:

☐	An original of the Amended and Restated Registration Rights Agreement, duly executed such Holder, the form of which is attached as Exhibit C

If you are a holder of Company shares, please also mail the following:

☐	The certificate(s) representing your Company shares

☐	If required, as described in the instructions, an original stock power, duly executed by Holder, the form of which is attached as Exhibit D

If you are a holder of Company Options, please also mail the following:

☐	An original of an Option Cancellation Agreement, duly executed by Holder, the form of which is attached as Exhibit E

Please return all documents to the Company using the address set forth in the instructions.

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LETTER OF TRANSMITTAL

To Exchange Securities of C1 Investment Corp.

Pursuant to the Merger of C1 Investment Corp. and Forum Merger Subsidiary Corp.

This letter of transmittal (this “ Letter of Transmittal ”) is being furnished in connection with the merger of Forum Merger Subsidiary Corp., a Delaware corporation (“ Merger Sub I ”) and a wholly-owned subsidiary of Forum Merger Corporation, a Delaware corporation (the “ Parent ”), with and into C1 Investment Corp., a Delaware corporation (the “ Company ”), pursuant to the Agreement and Plan of Merger, dated as of November 30, 2017 (as amended, the “ Merger Agreement ”), by and among (i) the Parent, (ii) Merger Sub I, (iii) Forum Merger Subsidiary LLC, a Delaware limited liability company (“ Merger Sub II ”) and a wholly-owned subsidiary of Parent, (iv) Clearlake Capital Management III, L.P., a Delaware limited partnership, in the capacity thereunder as the Seller Representative (the “ Seller Representative ”), and (v) the Company.

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, among other matters, Merger Sub I will merge with and into the Company with the Company surviving the Merger as a wholly-owned subsidiary of the Parent (the “ Merger ”). At the effective time of the Merger (the “ Effective Time ”), each issued and outstanding (a) share of capital stock of the Company (other than shares in respect of which dissenters or appraisal rights have been properly exercised and perfected under Delaware law and shares held in treasury) (each, a “ Company Share ”) will be cancelled and cease to exist in exchange for the right to receive shares of Class A Common Stock of the Parent (including without limitation, shares that may be issued after the consummation of Merger under Sections 1.7(e) or 1.12 of the Merger Agreement, or as part of Earnout Payments under Article II of the Merger Agreement, the “ Merger Consideration Shares ”) and cash in an amount as set forth in the Merger Agreement, and (b) option to acquire shares of common stock of the Company (each, a “ Company Option ”), if unvested, will be accelerated and become vested (subject to the terms and conditions of the Merger Agreement), and each Company Option (whether vested or unvested) shall be terminated in exchange for the right to receive a portion of the Merger Consideration Shares and cash in such amounts as set forth in the Merger agreement. Any capitalized term used but not defined in this Letter of Transmittal will have the meaning ascribed to such term in the Merger Agreement.

The undersigned holder (“ Holder ”) of Company Shares and/or Company Options understands that this Letter of Transmittal is being provided to both the Company and the Parent in connection with, and as a condition to the consummation of the Merger, and that the Company and the Parent are consummating the Merger and the other transactions contemplated by the Merger Agreement in reliance upon the representations, warranties, covenants and agreements of Holder set forth in this Letter of Transmittal.

IN ADDITION, HOLDER HAS READ, UNDERSTANDS AND AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE MERGER AGREEMENT, THE ANCILLARY DOCUMENTS TO WHICH THE HOLDER IS BOUND, THE MATERIALS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS BEFORE COMPLETING ANY OF THE INFORMATION BELOW.

Please read carefully this entire Letter of Transmittal and the accompanying instructions before completing any of the boxes below.

1. Representations and Warranties of Holder . Holder hereby represents, warrants and covenants to the Company and the Parent as follows as of the date of this Letter of Transmittal and as of the Effective Time:

(a) Ownership of Securities . All of the Company Shares and Company Options owned by Holder, including without limitation the number, type, class and series thereof, are set forth and accurately described in Schedule 1 below (the “ Holder Company Securities ”). Holder has beneficial ownership over, is the lawful owner of, and has good and valid title to, the Holder Company Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever (other than those imposed by applicable securities laws, the

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Company’s organizational documents and stockholders’ agreement, each as in effect on the date hereof, with respect to Company Options, the Company equity plan under which they were issued and any related grant agreements, or any applicable Voting Agreement entered into by Holder with the Company and the Parent in connection with the Merger Agreement). There are no claims for finder’s fees or brokerage commission or other like payments in connection with the Merger Agreement or the transactions contemplated thereby payable by Holder pursuant to arrangements made by such Holder. Except for the Holder Company Securities set forth on Schedule 1 and any Company Options, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote, or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

(b) Binding Agreement . Holder (i) if a natural person, is of legal age to execute this Letter of Transmittal and each of the Exhibits hereto, including without limitation the Lock-Up Agreement, the Amended and Restated Registration Rights Agreement (if applicable), the Option Cancellation Agreement (if applicable), and any other document required by this Letter of Transmittal (collectively with the Letter of Transmittal, the “ Transmittal Documents ”), and is legally competent to do so and (ii) if not a natural person, is (A) a corporation or other entity duly organized and validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver the Transmittal Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. If Holder is not a natural person, the execution and delivery of the Transmittal Documents, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby by Holder has been duly authorized by all necessary corporate or similar action on the part of Holder. This Letter of Transmittal and each other Transmittal Document, assuming due authorization, execution and delivery hereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

(c) No Conflicts . No filing with, or notification to, any governmental authority, and no consent, approval, authorization or permit of any other person or entity is necessary for the execution of this Letter of Transmittal or any other Transmittal Document by Holder, the performance of its obligations hereunder or thereunder or the consummation by it of the transactions contemplated hereby or thereby. None of the execution and delivery of this Letter of Transmittal or any other Transmittal Document by Holder, the performance of its obligations hereunder or thereunder or the consummation by it of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of the organizational documents of Holder, if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any contract or obligation to which Holder is a party or by which Holder or any of the Company Shares or Company Options or its other assets may be bound, or (iii) to the actual knowledge of Holder, violate any applicable law or order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair in any material respect Holder’s ability to perform its obligations under this Letter of Transmittal or the other Transmittal Documents.

2. Disposition of Company Shares . Pursuant to the Merger Agreement, Holder hereby surrenders, cancels and terminates Holder’s Company Shares and Company Options, if any, in exchange for Holder’s Pro Rata Share of the Total Consideration, subject to the terms and conditions of the Merger Agreement. Holder hereby authorizes and instructs the Parent to make entries in its books and records to record and give effect to the issue and allotment of the portion of Total Consideration due to Holder as a result of the Merger, if any, in the name of and deliver to the address indicated below (unless otherwise instructed in Schedule 1 hereto).

3. Appointment of Seller Representative to Act on Holder’s Behalf . By the execution and delivery of this Letter of Transmittal, Holder on behalf of itself and its successors and assigns, hereby agrees to the provisions of Section 11.14 of the Merger Agreement and irrevocably constitutes and appoints Clearlake Capital Management III, L.P. in the capacity as the Seller Representative as set forth in the Merger Agreement, as the true and lawful

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agent and attorney-in-fact of Holder with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of Holder to the extent set forth in Section 11.14 of the Merger Agreement.

4. Post-Closing Adjustment . Holder acknowledges, covenants and agrees that pursuant to Section 1.12 of the Merger Agreement, Holder may be required after the Closing to return a number of Parent Common Shares issued as part of the Merger Consideration at the Closing to the Parent. Holder hereby agrees to comply with its obligations under Section 1.12 of the Merger Agreement to deliver Parent Common Shares to the Parent to the extent that Holder, as a Company Securityholder, is required to make such delivery thereunder.

5. Accelerated Options . Holder, if a holder of a Company Option that is an Accelerated Option, acknowledges, covenants and agrees that pursuant to and in accordance with Section 1.8(d)(ii) of the Merger Agreement, in order for Holder to receive an installment of its Pro Rata Share of the Earnout Payments associated with such Holder’s Accelerated Option, Holder must be an employee of Parent or the Surviving Entity or their respective Subsidiaries at the time such installment is paid or issued, and if not so employed, Holder shall have no rights to such Earnout Payment with respect to any of Holder’s Accelerated Options.

6. Release of Claims . In consideration of the receipt of its Pro Rata Share of the Total Consideration, Holder, intending to be legally bound, effective as of the Effective Time hereby releases and discharges the Company and its affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (collectively, “ Releasees ”) fully, finally and forever, from all and any manner of claims, actions, rights, causes of actions, suits, obligations, liabilities, debts, due sums of money, agreements, promises, damages, judgments, executions, accounts, expenses, costs, attorneys’ fees and demands whatsoever, whether in law, contract or equity, whether known or unknown, matured or unmatured, foreseen or unforeseen, arising out of events existing or occurring contemporaneously with or prior to the Effective Time, in each case, in Holder’s capacity as a shareholder or option holder of the Company (or its predecessors) or otherwise relating to Holder’s acquisition, ownership, control or sale of Company Shares or Company Options; provided, that nothing contained herein shall operate to release any liabilities of a Releasee based upon, arising out of or relating to, without duplication, this Letter of Transmittal and each of the Exhibits hereto, including the Lock-Up Agreement, the Amended and Restated Registration Rights Agreement, if applicable, and the Option Cancellation Agreement, if applicable, and any other document required by this Letter of Transmittal, the Merger Agreement or any of the Ancillary Documents. This release may not be altered except in a writing signed by the person or entity against whose interest such change shall operate. This release shall be governed by and construed under the laws of the State of New York, without regard to principals of conflicts of law.

7. Confidentiality . Holder hereby agrees for a period of two (2) years from and after the date hereof to, and to cause its affiliates and the managers, directors, officers, employees, agents or advisors of Holder or its affiliates (“ Holder ’ s Representatives ”) to: (i) treat and hold in strict confidence any Company Confidential Information (as defined in the Merger Agreement), and not use for any purpose (except in connection with the consummation of the transactions contemplated by this Letter of Transmittal, the Merger Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Company Confidential Information without the Company’s and the Parent’s prior written consent (except for (A) for disclosures to Holder’s Representatives, in each case with a bona fide need to know, provided that such persons and entities have agreed to the confidentiality restrictions contained herein or (B) if such Company Confidential Information has otherwise been made public other than as a result of a breach by Holder of its confidentiality obligations under this Letter of Transmittal (including its obligations with respect to Holder’s Representatives) or pursuant to a separate confidentiality obligation to the Company or Parent); and (ii) in the event that Holder or any of Holder’s Representatives becomes legally compelled to disclose any Company Confidential Information, (A) provide the Company and the Parent with prompt written notice of such requirement so that the Company and the Parent may seek a protective order or other remedy or waive compliance with this Section 7 and (B) in the event that such protective order or other remedy is not obtained, or the Company and the Parent waive compliance with this this Section 7 , furnish only that portion of such

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Company Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential Information. Notwithstanding the foregoing, in the event that Holder is already subject to confidentiality obligations to the Company which are in effect as of the Closing Date which provide that such confidentiality obligations are the sole confidentiality provisions with respect to the Company applicable to Holder, then those confidentiality obligations will apply to Holder in lieu of the provisions of this Section 7 .

{ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ; SIGNATURE PAGE FOLLOWS }

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IMPORTANT—HOLDERS SIGN HERE

(Must be signed by registered Holder(s) exactly as name(s) appear(s) on share certificate(s), Company Options and/or on a security position listing or by person(s) authorized to become registered holder(s) as evidenced by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 2.)

Method of delivery of the certificate(s) is at the option and risk of the Holder. See Instruction 1.


Signature (s):



Print Name:



Title (if signing on behalf of an entity Holder):



Mailing Address:



Area Code and Telephone Number:



Email Address:

Dated: , 2018

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Schedule 1

Holder Company Securities


Names(s) and Address(es) of Registered Owner(s) (Please fill in, if blank, exactly as name(s) appear(s) on the records of the Company)	Company Shares (Attach additional list if necessary)
	Company Certificate Number(s)	Number and Class of Company Shares
Names(s) and Address(es) of Company Option Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on warrant documentation)	Company Options (Attach additional list if necessary)
	Company Options Number(s)	Number and Class of Shares Purchasable under Company Options

☐	If any certificate(s) representing Company Shares that you own or Company Options representing your right to purchase Company Shares have been lost or destroyed, check this box and see Instruction 6. Please fill out the remainder of this Letter of Transmittal and:

Indicate here the number and class of Company Shares represented by the lost or destroyed certificates:

(number and class of Company Shares);

Indicate here the number and class of Company Shares purchasable pursuant to the lost or destroyed Company Options

(number and class of Company Shares underlying Company Options)

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Schedule 2

Special Issuance and Delivery Instructions

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 2 and 3)

To be completed ONLY if the Pro Rata Share of Total Consideration are to be issued in the name of someone other than the undersigned Holder.

Holder Company Securities to which the Special Issuance Instruction applies (must match at least one of the Holder Company Securities listed on Schedule 1):

Issue to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Tax Identification or Social Security No.)

If the above space is inadequate, please note that fact above and continue on a separate attachment

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2 and 3)

To be completed ONLY if the physical copies of the new certificates for the Pro Rata Share of Total Consideration are to be delivered to someone other than the undersigned or to the undersigned at an address other than that shown above.

Holder Company Securities to which the Special Delivery Instruction applies (must match at least one of the Holder Company Securities listed on Schedule 1)::

Deliver to:

Name:

(Please Print)

Address:

(Include Zip Code)

If the above space is inadequate, please note that fact above and continue on a separate attachment

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Exhibit A

Form of Lock-Up Agreement

TO BE COMPLETED BY ALL HOLDERS

[Complete attached Form Lock-Up Agreement]

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Exhibit B-1

IRS Form W-9

TO BE COMPLETED BY ALL U.S. HOLDERS

(See Instruction 4)

[Complete attached Form W-9]

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Exhibit B-2

Form W-8BEN

TO BE COMPLETED BY ALL NON-U.S. HOLDERS

(See Instruction 4)

[Complete attached Form W-8BEN]

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Exhibit C

Form of Amended and Restated Registration Rights Agreement

TO BE COMPLETED BY HOLDERS OF THE COMPANY’S CLASS A COMMON STOCK

[Complete attached Form Amended and Restated Registration Rights Agreement]

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Exhibit D

Form of Stock Power

TO BE COMPLETED BY HOLDERS OF COMPANY SHARES

WHERE THE LETTER OF TRANSMITTAL IS NOT SIGNED BY THE

REGISTERED OWNER OF THE STOCK CERTIFICATE(S)

(See Instruction 2)

[Complete attached Form Stock Power]

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Exhibit E

Form of Option Cancellation Agreement

TO BE COMPLETED BY HOLDERS OF COMPANY OPTIONS

(See Instruction 2)

[Complete attached Form Option Cancellation Agreement]

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Exhibit C

Form of Lock-Up Agreement

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FINAL FORM

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “ Agreement ”) is made and entered into as of [●] 2018 by and between (i) Forum Merger Corporation, a Delaware corporation (including any successor entity thereto, “ Parent ”) and (ii) the undersigned stockholder and/or optionholder (“ Holder ”) of the Company. Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).

WHEREAS , on November 30, 2017, Parent, Forum Merger Subsidiary Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub I ”), Forum Merger Subsidiary LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“ Merger Sub II ”), Clearlake Capital Management III, L.P., a Delaware limited partnership, in its capacity thereunder as the Seller Representative, and C1 Investment Corp., a Delaware corporation (including the Surviving Corporation, Surviving Entity or any other successor entity thereto, the “ Company ”) entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “ Merger Agreement ”), pursuant to which, subject to the terms and conditions thereof, Merger Sub I will merge with and into the Company, with the Company continuing as the surviving corporation (the “ First Merger ”), and a result of which, among other matters, all of the issued and outstanding capital stock of the Company and Company Options immediately prior to the consummation of the First Merger (the “ Closing ”) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the Total Consideration, including the Parent Common Shares issued as Stock Consideration, Deferred Payment or Earnout Stock Payments;

WHEREAS , Holder, prior to giving effect to the Closing, is a holder of the capital stock of the Company and/or Company Options in such amount as set forth under Holder’s name on the signature page hereto; and

WHEREAS , pursuant to the Merger Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to enter into this Agreement, pursuant to which the Stock Consideration (including any shares issued by Parent after the Closing pursuant to Section 1.12 of the Merger Agreement), any Deferred Payment paid in Parent Common Shares under Section 1.7(e) of the Merger Agreement or Earnout Stock Payments to be issued to Holder (such Stock Consideration, Deferred Payment or Earnout Stock Payments, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “ Restricted Securities ” ) shall become subject to limitations on disposition as set forth herein.

1. Lock-Up Provisions .

(a) Holder hereby agrees not to, during the period commencing from the Closing and through the earlier of (x) the one hundred and eightieth (180) day anniversary of the date of the Closing and (y) the date after the Closing on which Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Parent’s shareholders having the right to exchange their equity holdings in Parent for cash, securities or other property (“ Change in Control Transaction ”) (the “ Lock-Up Period ”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “ Prohibited

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Transfer ”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder:

(A)

by a bona fide gift or charitable contribution;

(B)

by will or intestate succession upon the death of Holder;

(C)

to any Permitted Transferee;

(D)

pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union;

(E)

in connection with the disposition or transfer of Parent Common Shares to the Parent upon the “net” or “cashless” exercise of a stock option for Parent Common Shares; provided that the underlying Parent Common Shares issued to the undersigned upon such exercise shall continue to be subject to this Agreement;

(F)

in connection with the exercise solely with cash of a stock option for Parent Common Shares by the undersigned, and the receipt by the undersigned from the Parent of Parent Common Shares upon such exercise, provided that the underlying Parent Common Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement;

(G)

to the Parent of Parent Common Shares in connection with the repurchase by the Parent from the undersigned of Parent Common Shares pursuant to a repurchase right arising upon the termination of the undersigned’s employment or service with the Company or the Parent; provided that such repurchase right is pursuant to contractual agreements with the Company or the Parent;

(H)

to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Parent Common Shares; provided that such plan does not provide for the transfer of Parent Common Shares during the Lock-Up Period; or

(I)

with respect to voting rights pursuant to the execution and delivery of a support, voting or similar agreement in connection with a Change in Control Transaction that is approved by the Parent’s Board of Directors;

provided, however , that in any of cases (A), (B), (C) or (D), it shall be a condition to such transfer that the transferee executes and delivers to Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement; and provided further , that in any of the of cases (A), (B) or (C) such transfer or distribution shall not involve a disposition for value.

As used in this Agreement, the term “ Permitted Transferee ” shall mean:

(i)

the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings);

(ii)

any trust for the direct or indirect benefit of Holder or the immediate family of Holder;

(iii)

if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust;

(iv)

as a distribution to the general partners, limited partners, shareholders, members of, or owners of similar equity interests in Holder; or

(v)

to any affiliate of Holder.

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Holder further agrees to execute such agreements as may be reasonably requested by Parent that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding anything to the contrary contained herein, if during the Lock-Up Period the VWAP of Parent Common Shares for fifteen (15) consecutive Trading Days is at least $12.50 per share (subject to equitable adjustment by Parent in good faith for stock splits, stock dividends, reorganizations and similar transactions) for each such consecutive Trading Day, then commencing immediately on the next Trading Day thereafter, twenty-five percent (25%) of the Restricted Securities owned by Holder at such time will no longer be subject to the transfer restrictions set forth herein.

(b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1 , Parent and may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.

(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2018, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(d) For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of Parent with respect to the Restricted Securities during the Lock-Up Period, including the right to vote any Restricted Securities that are entitled to vote.

2. Miscellaneous .

(a) Termination of Merger Agreement . Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

(b) Binding Effect; Assignment . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and may not be transferred or delegated by Holder at any time. Parent may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.

(c) Third Parties . Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

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exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g) . Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

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(g) Notices . All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Parent

ConvergeOne, Inc.

3344 Highway 149

Eagan, MN 55121

Attn: Board of Directors

With a copy to (which shall not constitute notice):

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304-1130

Attn: Mehdi Khodadad, Esq.

John T. McKenna, Esq.

Facsimile No.: (650) 849-7400

Telephone No.: (650) 843-5000

Email: mkhodadad@cooley.com

jmckenna@cooley.com

and

Hogan Lovells US LLP

4085 Campbell Avenue, Suite 100

Menlo Park, CA 94025

Attn: Mark L. Heimlich

Attn: Alexander B. Johnson

Attn: John H. Booher

Facsimile No.: (650) 463-4199

Telephone No.: (650) 463-4000

and

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Douglas Ellenoff, Esq.

Tamar Donikyan, Esq.

Facsimile No.: (212) 370-7889

Telephone No.: (212) 370-1300

Email: ellenoff@egsllp.com

tdonikyan@egsllp.com

If to the Holder, to: the address set forth under Holder’s name on the signature page hereto.

(h) Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Parent and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(i) Severability . In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the

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remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(j) Specific Performance . Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and Parent will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, Parent shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

(k) Entire Agreement . This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided , that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Documents. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Parent or any of the obligations of Holder under any other agreement between Holder and Parent or any certificate or instrument executed by Holder in favor of Parent, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of Parent or any of the obligations of Holder under this Agreement.

(l) Parent Action . Notwithstanding anything to the contrary contained in this Agreement, all actions, determinations and authorizations on the part of the Parent under this Agreement shall be taken and authorized by a majority of the disinterested independent directors on Parent’s Board of Directors, and the Parent shall not be deemed to have taken any action, made any determination or provided any authorization under this Agreement that has not been authorized by a majority of the disinterested independent directors on Parent’s Board of Directors, including any amendment or waiver on behalf of the Parent under this Agreement.

(m) Further Assurances . From time to time, at another party’s request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(n) Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[ Remainder of Page Intentionally Left Blank; Signature Pages Follow ]

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IN WITNESS WHEREOF , the parties have executed this Lock-Up Agreement as of the date first written above.


*Parent:*

FORUM MERGER CORPORATION

By:
Name:
Title:

{Additional Signature on the Following Page}

{Signature Page to Lock-Up Agreement}

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IN WITNESS WHEREOF , the parties have executed this Lock-Up Agreement as of the date first written above.


*Holder:*

Name of Holder:		[ ]

By:
Name:
Title:

Number and Type of Shares of Company Stock:

shares of Company Class A Common Stock

shares of Company Class B Common Stock

Number of Company Options:

Company Options to purchase shares of Company Stock


Address for Notice:

Address:



Facsimile No.:
Telephone No.:
Email:

{Signature Page to Lock-Up Agreement}

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Exhibit D

Form of Sponsor Earnout Letter and Amendment to Escrow Agreement

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FINAL FORM

Forum Investors I, LLC

135 East 57th Street, 8th Floor,

New York, New York

November 30, 2017


Forum Merger Corporation c/o Forum Investors I, LLC 135 East 57th Street, 8th Floor New York, New York Attn: Chief Executive Officer		C1 Investment Corp. 3344 Highway 149 Eagan, MN 55121 Attn: John McKenna, Chief Executive Officer

Clearlake Capital Management III, L.P. 233 Wilshire Blvd., Suite 800 Santa Monica, CA 90401 Attn: Behdad Eghbali, Partner

Re: Sponsor Earnout Letter and Amendment to Escrow Agreement

Ladies and Gentlemen:

Reference is made to that certain: (i) Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, the “ Merger Agreement ”) by and among Forum Merger Corporation, a Delaware corporation (the “ Parent ”), FMC Merger Subsidiary Corp., a Delaware corporation and a wholly-owned subsidiary of Parent, FMC Merger Subsidiary LLC, a Delaware limited liability company, and a wholly-owned subsidiary of the Parent, Clearlake Capital Management III, L.P., a Delaware limited partnership, in the capacity thereunder as the Seller Representative (the “ Seller Representative ”), and C1 Investment Corp., a Delaware corporation (the “ Company ”); and (ii) Stock Escrow Agreement, dated as of April 6, 2017 (the “ Escrow Agreement ”), by and among Parent, Forum Investors I, LLC, a Delaware limited liability company (the “ Sponsor ”), and Continental Stock Transfer & Trust Company, a New York corporation (the “ Escrow Agent ”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Merger Agreement.

In order to induce the Company to enter into the Merger Agreement, the Sponsor has agreed to enter into this letter agreement (this “ Agreement ”) relating to the 4,312,500 Parent Founder Shares initially purchased by Sponsor in a private placement prior to the IPO, which shares are currently held by Sponsor.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor and each of the undersigned parties hereby agrees as follows:

The Sponsor hereby agrees, upon and subject to the Closing, to forfeit 1,078,125 of the Parent Founder Shares (the “ Forfeited Shares ”). In order to effectuate such forfeiture, upon the Closing, the Sponsor shall deliver the Forfeited Shares to Parent in certificated or book entry form (at the election of the Sponsor) for cancellation by Parent.

The Sponsor hereby agrees that, upon and subject to the Closing, an additional 2,156,250 of the Parent Founder Shares (the “ Sponsor Earnout Shares ”) shall be subject to potential forfeiture in the event that Earnout Payments are not achieved by the Parent and its Subsidiaries, including the Surviving Corporation and Surviving Entity pursuant to Article II of the Merger Agreement, with such Sponsor Earnout Shares vesting pursuant to the terms of this Agreement. One-third (1/3rd) of the Sponsor Earnout Shares shall become fully vested and no longer subject to forfeiture upon each date of final determination pursuant to Section 2.2 of the Merger Agreement that (i) the 2018 Target has been achieved, (ii) the 2019 Target has been achieved, and (iii) the 2020 Target has been achieved, and, in each case, that the applicable Earnout

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Payment has become payable as a result thereof (whether in the form of a Regular Earnout Payment, Catchup Earnout Payment or Accelerated Earnout Payment). In the event of a Change of Control, all Sponsor Earnout Shares shall immediately vest and no longer be subject to forfeiture upon such Change of Control. Any Sponsor Earnout Shares that have not vested pursuant to this Section 2 on or prior to the date that (i) all earned Earnout Payments have been made and (ii) it is finally determined that the Company Securityholders are not entitled to or eligible to receive any further Earnout Payments under the Merger Agreement, will be forfeited by the Sponsor after such date, and the Sponsor will deliver any such forfeited Sponsor Earnout Shares to the Parent in certificated or book entry form (at the election of the Sponsor) for cancellation by Parent.

The Sponsor hereby agrees that it shall not sell, transfer, or otherwise dispose of, or hypothecate or otherwise grant any interest in or to, any of the Sponsor Earnout Shares, unless and until such shares have become vested in accordance with Section 2 above and are no longer subject to the Escrow Period (as used herein, as defined in the Escrow Agreement) in accordance with the Escrow Agreement as amended by Section 6 below. The share certificates representing the Sponsor Earnout Shares shall contain a legend relating to transfer restrictions imposed by this Agreement and the risk of forfeiture associated with the Sponsor Earnout Shares. Such legend shall be removed upon the request of Sponsor (with written notice to the Parent) following any such Sponsor Earnout Shares becoming vested and no longer subject to forfeiture.

Until and unless the Sponsor Earnout Shares are forfeited, the Sponsor shall have full ownership rights to the Sponsor Earnout Shares, including the right to vote such shares. Notwithstanding the foregoing, dividends shall not accrue on the unvested Sponsor Earnout Shares, nor shall Sponsor have the right to receive dividends and distributions on the unvested Sponsor Earnout Shares, in each case, until and unless and to the extent that any such Sponsor Earnout Shares shall have become vested in accordance with Section 2 .

The Sponsor hereby agrees, on behalf of itself and its members and Affiliates, that effective upon and conditioned upon the Closing, it hereby waives (i) any rights that it has under Article Fourth, Section B(b)(ii) of the Parent’s amended and restated certificate of incorporation to the adjustment to the conversion ratio of the Parent Founder Shares in connection with the PIPE Investment or the Closing and (ii) any other preemptive or participation rights that the Sponsor and/or its members or Affiliates may have with respect to the PIPE Investment, including any rights under the Amended and Restated Limited Liability Company Agreement of the Sponsor.

The parties hereby agree that, effective upon and conditioned upon the Closing, and subject to receipt of (i) the approval of Parent’s stockholders at the Special Meeting with respect to such amendment and (ii) the acknowledgement, approval and acceptance of such amendment by both the Escrow Agent and EBC, the Escrow Agreement is hereby amended so that with respect to the Escrow Shares (as defined in the Escrow Agreement), notwithstanding the provisions of the Escrow Agreement, including Section 3.2 thereof:

(a)

upon the Closing, the Forfeited Shares shall immediately be released from escrow and disbursed by the Escrow Agent to the Parent to be cancelled by the Parent, and the Escrow Period (as used herein, as defined in the Escrow Agreement) with respect to the Forfeited Shares shall end at the Closing;

(b)

upon the Closing, any Parent Founder Shares other than the Forfeited Shares and the Sponsor Earnout Shares shall immediately be released from escrow and disbursed by the Escrow Agent to the Sponsor, and the Escrow Period with respect to such Parent Founder Shares shall end at the Closing;

(c)

with respect to the Sponsor Earnout Shares, the Escrow Period shall instead be the period from the Closing until the earlier of (i) the one hundred and eighty (180) day anniversary of the date of the Closing and (ii) the date after the Closing on which Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Parent’s shareholders having the right to exchange their equity holdings in Parent for cash, securities or other property. Notwithstanding the foregoing, if the VWAP of Parent Common Shares for fifteen

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(15) consecutive Trading Days is at least $12.50 per share (subject to equitable adjustment by Parent in good faith for stock splits, stock dividends, reorganizations and similar transactions) for each such Trading Day (such condition, the “ Stock Price Condition ”), then the Escrow Period shall be deemed to have ended upon the end of such fifteenth (15 ^th ) consecutive Trading Day with respect to twenty-five percent (25%) of the Sponsor Earnout Shares (with such twenty-five percent (25%) Sponsor Earnout Shares only including any Sponsor Earnout Shares that are vested and no longer subject to forfeiture at such time or any Sponsor Earnout Shares that vest at any time thereafter). As promptly as possible after the occurrence of any such event, the Parent will notify and certify to the Escrow Agent in writing that the Stock Price Condition has been met or that a transaction described in clause (ii) of this clause (c) have been consummated, and the Escrow Agent will thereupon release the applicable Sponsor Earnout Shares to the Sponsor. For the avoidance of doubt, any Sponsor Earnout Shares that are released from the escrow with the Escrow Agent will still be subject to the restrictions set forth in Section 3 above until they have become vested in accordance with Section 2 above.

Parent hereby agrees that all Parent Securities owned by the Sponsor or its members or Affiliates, including the Sponsor Earnout Shares (and with respect to any Parent Private Warrants, the Parent Common Shares issuable upon exercise thereof), will be included in the resale registration statement to be filed by the Parent pursuant to Section 6.20 of the Merger Agreement and that the Sponsor will have the right to enforce the provisions of Section 6.20 of the Merger Agreement with respect to any such Parent Securities. Although such registration shall not be a Demand Registration under the Registration Rights Agreement, dated as of April 6, 2017, by and between the Parent and the Sponsor (the “ Existing Registration Rights Agreement ”) or the Registration Rights Agreement (as defined in the Merger Agreement), the Sponsor (and its members and Affiliates) and Parent will have such rights and obligations with respect to such registration as if the Sponsor (directly or behalf of its members or Affiliates) had exercised a Demand Registration under Section 2.1 of the Existing Registration Rights Agreement as in effect on the date hereof with respect to the securities included in such registration.

Except as expressly provided in this Agreement, all of the terms and provisions in the Escrow Agreement are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Agreement does not constitute, directly or by implication, an amendment or waiver of any provision of the Escrow Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. If any provision of the Escrow Agreement is different from or inconsistent with any provision of this Agreement, the provision of this Agreement shall control, and the provision of the Escrow Agreement shall, to the extent of such difference or inconsistency, be disregarded.

This Agreement, together with the Merger Agreement to the extent referenced herein, and the Escrow Agreement, as amended hereby, constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, relating to the subject matter hereof. This Agreement may not be changed, amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

10.

No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties hereto, and any purported assignment in violation of the foregoing shall be null and void ab initio. This Agreement shall be binding on the parties hereto and their respective successors and assigns.

11.

This Agreement shall be construed and interpreted in a manner consistent with the provisions of the Merger Agreement. The provisions set forth in Sections 11.4 through 11.8, 11.12 and 11.13 of the Merger Agreement, as in effect as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Agreement as if all references to the “Agreement” in such sections were instead references to this Agreement.

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12.

Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent in the same manner as provided in the Merger Agreement, with notices to the Parent, the Company and the Seller Representative being sent to the addresses set forth therein, and with notices to the Sponsor being sent to the address set forth in the Escrow Agreement, in each case with all copies as required thereunder.

13.	This Agreement shall terminate at such time, if any, as the Merger Agreement is terminated in accordance with its terms, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto shall have no obligations under this Agreement.

{Remainder of Page Intentionally Left Blank; Signature page follows}

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Please indicate your agreement to the foregoing by signing in the space provided below.


FORUM INVESTORS I, LLC



By:


Name:
Title:

Accepted and agreed, effective as of the date first set forth above:


FORUM MERGER CORPORATION

By:
Name:
Title:


C1 INVESTMENT CORP.

By:
Name:
Title:

CLEARLAKE CAPITAL MANAGEMENT III, L.P . , solely in its capacity under the Merger Agreement as the Seller Representative

By:
Name:
Title:

[Signature Page to Sponsor Earnout Letter and Amendment to Escrow Agreement]

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Exhibit E

Form of Registration Rights Agreement

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AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

T HIS A MENDED AND R ESTATED R EGISTRATION R IGHTS A GREEMENT (this “ Agreement ”) is entered into as of the day of , 2018, by and among F ORUM M ERGER C ORPORATION , a Delaware corporation (the “ Company ”), and the parties set forth on Exhibit A hereto (collectively the “ Investors ”).

W HEREAS , the Company, C1 Investment Corp., a Delaware corporation (“ C1 ”), FMC Merger Subsidiary Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“ Merger Sub ”), and the other parties named therein have entered into that certain Merger Agreement, dated as of November 30, 2017 (as amended from time to time in accordance with the terms thereof, the “ Merger Agreement ”), pursuant to which Merger Sub will merge with and into C1, with C1 continuing as the surviving entity (the “ Merger ”);

W HEREAS , Forum Investors I, LLC (the “ Sponsor ”) is a party to a Registration Rights Agreement dated as of April 6, 2017, by and between the Sponsor and the Company (the “ Prior Agreement ”), pursuant to which the Company provided the Sponsor with certain rights relating to the registration of shares of Common Stock, Founders’ Units (as defined in the Prior Agreement) and Working Capital Units (as defined in the Prior Agreement) held by them;

W HEREAS , as a condition to the willingness of C1 to enter into the Merger Agreement and to consummate the Merger, the Company has agreed to amend and restate the Prior Agreement in order to provide rights relating to the registration of shares of Common Stock issued or issuable to the holders of C1’s Class A Common Stock pursuant to the Merger; and

W HEREAS , the parties to the Prior Agreement desire to amend and restate the Prior Agreement and accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement.

N OW , T HEREFORE , in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A. The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company and the Sponsor, which holds sixty-six and two-thirds percent of all of the outstanding Registrable Securities (as defined under the Prior Agreement) under the Prior Agreement as of the date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Merger Agreement (provided, that for the avoidance of doubt, the foregoing will not affect the rights of the Sponsor under the Sponsor Earnout Letter and Escrow Agreement Amendment (as defined in the Merger Agreement)).

1. D EFINITIONS . The following capitalized terms used herein have the following meanings:

“ Agreement ” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“ Commission ” means the U.S. Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“ Common Stock ” means the Class A Common Stock, par value $0.0001 per share, of the Company, including without limitation any shares of Class F Common Stock, par value $0.0001 per share, of the Company that converted into shares of Class A Common Stock, par value $0.0001 per share of the Company upon the consummation of the Merger.

“ Company ” is defined in the preamble to this Agreement.

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“ Demand Registration ” is defined in Section 2.1.1.

“ Demanding Holder ” is defined in Section 2.1.1.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“ Form S-3 ” is defined in Section 2.3.

“ Indemnified Party ” is defined in Section 4.3.

“ Indemnifying Party ” is defined in Section 4.3.

“ Investor Indemnified Party ” is defined in Section 4.1.

“ Investors ” is defined in the preamble to this Agreement.

“ Maximum Number of Shares ” is defined in Section 2.1.4.

“ Notices ” is defined in Section 6.3.

“ Piggy-Back Registration ” is defined in Section 2.2.1.

“ Private Warrants ” means the warrants that were included as part of the units issued in a private placement to the Sponsor at the time of the consummation of the Company’s initial public offering and any warrants underlying any units held by the Sponsor, or officers or directors of the Company, or their affiliates, which may have been issued in payment of working capital loans made to the Company.

“ Register, ” “ Registered ” and “ Registration ” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“ Registrable Securities ” means (i) shares of Common Stock issued or issuable to Investors in exchange for shares of Class A Common Stock of C1 upon the closing of the Merger (including without limitation any shares of Common Stock to be issued after the closing of the Merger pursuant to the Merger Agreement) and (ii) shares of Common Stock (including shares of Common Stock issuable upon exercise of Private Warrants) held by the Sponsor immediately after the closing of the Merger (including without limitation, giving effect to the conversion of (x) any shares of Class F Common Stock of the Company in shares of Class A Common Stock of the Company upon the closing of the Company’s initial business combination, and (y) any rights that were included as part of the units issued in a private placement to the Sponsor at the time of the consummation of the Company’s initial public offering into shares of Common Stock). Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of Common Stock (including shares of Common Stock issuable upon exercise of Private Warrants). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume limitations.

“ Registration Statement ” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

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“ Rule 144 ” means Rule 144 promulgated under the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“ Sponsor ” is defined in the preamble to this Agreement.

“ Underwriter ” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2. R EGISTRATION R IGHTS .

2.1 Demand Registration .

2.1.1 Request for Registration . At any time and from time to time on or after the date of this Agreement, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors or their affiliates, or the permitted transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of the Registrable Securities, as the case may be (a “ Demand Registration ”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “ Demanding Holder ”) shall so notify the Company within ten (10) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration pursuant to this Section 2.1 if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000.

2.1.2 Effective Registration . A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter affirmatively elect to continue the offering and notify the Company in writing, but in no event later than five (5) days of such election; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

2.1.3 Underwritten Offering . If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.

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2.1.4 Reduction of Offering . If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good faith, advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “ Maximum Number of Shares ”), then the Company shall include in such registration: (i) the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Demanding Holder has requested be included in such registration, regardless of the number of shares held by each such Demanding Holder (such proportion is referred to herein as “ Pro Rata ”)) that can be sold without exceeding the Maximum Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Registrable Securities of holders exercising their rights to register their Registrable Securities pursuant to Section 2.2; (iii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iv) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other securities registrable pursuant to the terms of the Unit Purchase Option issued to EarlyBirdCapital, Inc. or its designees in connection with the Company’s initial public offering (the “ Unit Purchase Option ” and such registrable securities, the “ Option Securities ”) as to which “ piggy-back ” registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares and (v) to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

2.1.5 Withdrawal . If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1.

2.2 Piggy-Back Registration .

2.2.1 Piggy-Back Rights . If at any time on or after the date the date hereof proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “ Piggy-Back Registration ”). The Company shall, in good faith, cause such Registrable Securities to be included in such

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registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

2.2.2 Reduction of Offering . If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(a) If the registration is undertaken for the Company’s account: (A) the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities and Option Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and

(b) If the registration is a “demand” registration undertaken at the demand of holders of Option Securities, (A) the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number of Shares; and (D) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.

(c) If the registration is a “demand” registration undertaken at the demand of persons or entities other than the holders of Registrable Securities or Option Securities, (A) the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities comprised of Registrable Securities and Option Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof and the Unit Purchase Option, as applicable, that can be sold without exceeding the Maximum Number of Shares; and (D) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other

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persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.

2.2.3 Withdrawal . Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.

2.2.4 Unlimited Piggy-Back Registration Rights . For purposes of clarity, any registration effected pursuant to Section 2.2 hereof shall not be counted as a registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Registrations on Form S-3 . The holders of a majority-in-interest of the Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“ Form S-3 ”). Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration shall so notify the Company, in writing, within ten (10) days after the receipt by the holder of the notice from the Company, and, as soon as practicable thereafter but not more than twelve (12) days after the Company’s initial receipt of such written request for a registration, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3 if: (i) Form S-3 is not available for such offering; or (ii) the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3.1 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

3. Registration Procedures.

3.1 Filings; Information . Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 Filing Registration Statement . The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chairman of the Board of Directors or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to

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exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

3.1.2 Copies . The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.

3.1.3 Amendments and Supplements . The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such securities have been withdrawn.

3.1.4 Notification . After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall reasonably object.

3.1.5 Securities Laws Compliance . The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “ blue sky ” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities or securities exchanges as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to

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do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

3.1.6 Agreements for Disposition . The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except as reasonably requested by the Underwriters and, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

3.1.7 Cooperation . The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8 Records . The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

3.1.9 Earnings Statement . The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.10 Listing . The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.

3.1.11 Transfer Agent . The Company shall provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of the registration statement.

3.1.12 Misstatements . The Company shall notify the holders at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or an omission to state a material fact required to be stated in a registration statement or prospectus, or necessary to make the statements therein in the light of the circumstances under which they were made not misleading (a “ Misstatement ”), and then to correct such Misstatement.

3.2 Obligation to Suspend Distribution . Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant

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to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “ insiders ” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “ insiders ” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3 Registration Expenses . The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and fees of any securities exchange on which the Common Stock is then listed; (ii) fees and expenses of compliance with securities or “ blue sky ” laws (including fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration; and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

3.4 Information . The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws.

3.5 Requirements for Participation in Underwritten Offerings . No person may participate in any underwritten offering for equity securities of the Company pursuant to a registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.6 Suspension of Sales; Adverse Disclosure . Upon receipt of written notice from the Company that a registration statement or prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the prospectus may be resumed. If the filing, initial effectiveness or continued use of a registration statement in respect of any registration at any time would require the Company to make an Adverse Disclosure (as defined below) or would require the inclusion in such registration statement of financial

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statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the holders, delay the filing or initial effectiveness of, or suspend use of, such registration statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the prospectus relating to any registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.6. “ Adverse Disclosure ” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any registration statement or prospectus in order for the applicable registration statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the registration statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

3.7 Reporting Obligations . As long as any holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any holder may reasonably request, all to the extent required from time to time to enable such holder to sell shares of the Common Stock held by such holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any holder, the Company shall deliver to such holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

4. I NDEMNIFICATION AND C ONTRIBUTION .

4.1 Indemnification by the Company . The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “ Investor Indemnified Party ”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

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4.2 Indemnification by Holders of Registrable Securities . Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder. Each selling holder of Registrable Securities shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.3 Conduct of Indemnification Proceedings . Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “ Indemnified Party ”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “ Indemnifying Party ”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution .

4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such

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Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

4.5 Survival . The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

5. R ESERVED .

6. M ISCELLANEOUS .

6.1 Other Registration Rights . The Company represents and warrants that no person, other than a holder of the Registrable Securities and EarlyBirdCapital, Inc. pursuant to the Unit Purchase Option and the Underwriting Agreement, dated as of April 6, 2017, by and between EarlyBirdCapital, Inc. and the Company, has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

6.2 Assignment; No Third-Party Beneficiaries . This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by a holder of Registrable Securities to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or (c) acquires at least 400,000 shares of Registrable Securities (as adjusted for stock splits and combinations) (including shares of Common Stock issuable upon exercise of Private Warrants); or (d) is an entity affiliated by common control (or other related entity) with such Holder; provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement in conjunction with and to the extent of any transfer of

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Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

6.3 Notices . All notices, demands, requests, consents, approvals or other communications (collectively, “ Notices ”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below (with respect to the Company) or on Exhibit A hereto (with respect to the Investors), or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

ConvergeOne, Inc.

3344 Highway 149

Eagan, MN 55121

Attn: Board of Directors

with a copy to:

Cooley LLP 3175 Hanover Street

Palo Alto, CA 94304-1130

Attn: Mehdi Khodadad, Esq.

John T. McKenna, Esq.

Facsimile No.: (650) 849-7400

Telephone No.: (650) 843-5000

Email: mkhodadad@cooley.com

jmckenna@cooley.com

and

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Douglas Ellenoff, Esq.

Tamar Donikyan, Esq.

Facsimile No.: (212) 370-7889

Telephone No.: (212) 370-1300

Email: ellenoff@egsllp.com

tdonikyan@egsllp.com

6.4 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

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6.5 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

6.6 Entire Agreement . This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

6.7 Modifications and Amendments . Upon the written consent of the Company and the holders of at least a majority of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one holder of Registrable Securities, solely in its capacity as a holder of the shares of Common Stock (including shares of Common Stock issuable upon exercise of Private Warrants) of the Company, in a manner that is materially different from the other holders of Registrable Securities (in such capacity) shall require the consent of the holder so affected. No course of dealing between any holders of Registrable Securities or the Company and any other party hereto or any failure or delay on the part of a holder of Registrable Securities or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any holder of Registrable Securities or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

6.8 Titles and Headings . Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.9 Waivers and Extensions . Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.10 Remedies Cumulative . In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.11 Governing Law . This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

6.12 Waiver of Trial by Jury . Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investors in the negotiation, administration, performance or enforcement hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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I N W ITNESS W HEREOF , the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


The Company:

FORUM MERGER CORPORATION

By:
Name:
Title:

The Investors:

FORUM INVESTORS I, LLC

By:		Forum Capital Management, LLC,
		its managing member

By:
Name:
Title:
CLEARLAKE CAPITAL PARTNERS III (MASTER), L.P.

		By: Clearlake Capital Partners III, GP, L.P.
		Its: General Partner
		By: Clearlake Capital Partners, LLC
		Its: General Partner
		By: CCG Operations, LLC
		Its: Managing Member

By:

Name:		Behdad Eghbali
Title:		Manager
Address:		233 Wilshire Blvd., Suite 800
		Santa Monica, CA 90401

[Signature Page to Registration Rights Agreement]

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I N W ITNESS W HEREOF , the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


The Investors (continued):

Name of Investor: [ ]

By:
Name:
Title:

Address for Notice:

Address:






Facsimile No.:

Telephone No.:

Email:

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EXHIBIT A

INVESTORS

Name

Forum Investors I, LLC

135 East 57th Street

8th Floor

New York, New York 10022

Attn: Chief Executive Officer

Clearlake Capital Partners III (Master), L.P.

c/o Clearlake Capital Group

233 Wilshire Blvd., Suite 800

Santa Monica, CA 90401

John A. McKenna, Jr.

John Lyons

Jeffrey Nachbor

Paul Maier

Gerald G. Pearce, Jr.

Richard Scott Ford

Adam Cooperman

Erik Cline

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ANNEX B

CERTIFICATE OF AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

FORUM MERGER CORP.

F ORUM M ERGER C ORP . , a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), by its Chief Executive Officer, does hereby certify as follows:

F IRST : The date of filing the original Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware was November 17, 2016.

S ECOND : The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware (“ DGCL ”), adopted resolutions amending the Company’s Amended and Restated Certificate of Incorporation (the “ Restated Certificate ”), as follows:

The first paragraph of Article Fourth on page 1 of the Restated Certificate is hereby amended and restated to read in its entirety as follows:

“FOURTH: The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 106,000,000 shares, consisting of (a) 105,000,000 shares of common stock, par value $0.0001 per share (the “ Common Stock ”), including (i) 100,000,000 shares of Class A Common Stock (the “ Class A Common Stock ”) and (ii) 5,000,000 shares of Class F Common Stock (the “ Class F Common Stock ”) and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “ Preferred Stock ”).

T HIRD : This Certificate of Amendment was duly adopted by the stockholders of the Company in accordance with the provisions of Sections 228 and 242 of the DGCL.

[S IGNATURE P AGE F OLLOWS ]

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I N W ITNESS W HEREOF , a duly authorized officer of the Company has executed this C ERTIFICATE OF A MENDMENT on this day of , 2018.


F ORUM M ERGER C ORP .

By:
David Boris
Co-Chief Executive Officer and Chief Financial Officer

FORUM MERGER CORP.

S IGNATURE P AGE TO C ERTIFICATE OF A MENDMENT TO

A MENDED AND R ESTATED C ERTIFICATE OF I NCORPORATION

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Annex C

A MENDED AND R ESTATED

C ERTIFICATE OF I NCORPORATION

F ORUM M ERGER C ORPORATION

John A. McKenna, Jr. hereby certifies that:

ONE: The name of this company is Forum Merger Corporation and date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of Delaware was November 17, 2016.

TWO: He is the duly elected and acting Chief Executive Officer of Forum Merger Corporation, a Delaware corporation.

THREE: The Certificate of Incorporation of this corporation is hereby amended and restated to read as follows:

The name of this corporation is ConvergeOne, Inc. (the “ Company ”).

II.

The address of the Company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

III.

The purpose of the Company is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“ DGCL ”).

IV.

A. The Company is authorized to issue two classes of stock to be designated, respectively, “ Common Stock ” and “ Preferred Stock .” The total number of shares which the Company is authorized to issue is 1,010,000,000 shares. 1,000,000,000 shares shall be Common Stock, each having a par value of one-hundredth of one cent ($0.0001). 10,000,000 shares shall be Preferred Stock, each having a par value of one-hundredth of one cent ($0.0001).

B. Effective immediately upon the filing and effectiveness of this Amended and Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware (the “ Effective Time ”), each one share of the Company’s Class A Common Stock, par value $0.0001 per share (the “ Class A Common Stock ”), that was issued and outstanding immediately prior to the Effective Time shall automatically be reclassified, redesignated and changed into (a) one validly issued, fully paid and non-assessable share of Common Stock of the Company, par value $0.0001 per share (the “ Common Stock ”), without any further action by the Company or any stockholder thereof. Each certificate that immediately prior to the Effective Time represented shares of Class A Common Stock (each, a “ Prior Certificate ”) shall, until surrendered to the Company in exchange for a certificate representing the same number of shares of Common Stock, automatically represent that number of

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shares of Common Stock into which the shares of Class A Common Stock represented by the Prior Certificate shall have been reclassified and redesignated.

C. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “ Board of Directors ”) is hereby expressly authorized to provide for the issue of all or any number of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the DGCL. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Company entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.

D. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).

For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation and regulation of the powers of the Company, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

1. The management of the business and the conduct of the affairs of the Company shall be vested in the Board of Directors. The number of directors which shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a majority of the authorized number of directors constituting the Board of Directors.

2. B OARD OF D IRECTORS

Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. The Board of Directors is authorized to assign members of the Board of Directors already in office to such classes at the time the classification becomes effective. At the first annual meeting of stockholders following the initial classification of the Board of Directors, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following such initial classification, the term of office of the Class II directors shall

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expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following such initial classification, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3. R EMOVAL OF D IRECTORS . Subject to any limitations imposed by applicable law, any individual director or directors may be removed (a) with or without cause, for so long as one or more funds managed by, and/or Affiliates (as defined in Article VIII below) of, Clearlake Capital Group, L.P. (collectively, “ Clearlake ”) holds or beneficially owns a majority of the voting power of all then-outstanding shares if capital stock of the Company entitled to vote generally at an election of directors (such period, the “ Control Period ”), by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors, or (b) with cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors.

4. V ACANCIES . Subject to any limitations imposed by applicable law and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders and except as otherwise provided by applicable law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.

1. B YLAW A MENDMENTS . The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Company. Any adoption, amendment or repeal of the Bylaws of the Company by the Board of Directors shall require the approval of a majority of the authorized number of directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Company; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Company required by law or by this Amended and Restated Certificate of Incorporation, such action by stockholders shall require (a) the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class during the Control Period or (b) the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.

2. The directors of the Company need not be elected by written ballot unless the Bylaws so provide.

3. No action shall be taken by the stockholders of the Company except at an annual or special meeting of stockholders called in accordance with the Bylaws and, at any time other than during the Control Period, no action shall be taken by the stockholders by written consent or electronic transmission.

4. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Company shall be given in the manner provided in the Bylaws of the Company.

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VI.

A. The liability of the directors for monetary damages shall be eliminated to the fullest extent permitted by applicable law.

B. To the fullest extent permitted by applicable law, the Company is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after approval by the stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the Company shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.

C. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights or protections or increase the liability of any director under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

A. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company; (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders; (3) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the DGCL, the Company’s Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (4) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine.

B. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

C. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and to have consented to the provisions of this Article VII.

VIII.

A. The Company hereby expressly elects not to be governed by Section 203 of the DGCL.

B. Notwithstanding the foregoing, the Company shall not engage in any Business Combination (as defined below), at any point in time at which the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act of 1934, as amended (the “ Exchange Act ”), with any Interested Stockholder (as defined below) for a period of three years following the time that such stockholder became an Interested Stockholder, unless:

1. prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an Interested Stockholder, or

2. upon consummation of the transaction that resulted in the stockholder becoming an Interested Stockholder, the Interested Stockholder owned at least 85% of the Voting Stock (as defined below) of the

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Company outstanding at the time the transaction commenced, excluding for purposes of determining the Voting Stock outstanding (but not the outstanding voting stock owned by the Interested Stockholder) those shares owned (a) by persons who are directors and also officers and (b) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or

3. at or subsequent to such time, the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding Voting Stock of the Company that is not owned by the interested stockholder.

C. For purposes of this Article VIII, references to:

1. “ Affiliate ” means a person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, another person.

2. “ Associate ”, when used to indicate a relationship with any person, means: (a) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of Voting Stock; (b) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

3. “ Business Combination ”, when used in reference to the Company and any Interested Stockholder of the Company, means: (a) any merger or consolidation of the Corporation or any direct or indirect majority owned subsidiary of the Company (i) with the Interested Stockholder, or (ii) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the Interested Stockholder and, as a result of such merger or consolidation, Section (B) of this Article VIII is not applicable to the surviving entity; (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Company, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Company or of any direct or indirect majority owned subsidiary of the Company which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Company determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Company; (c) any transaction which results in the issuance or transfer by the Company or by any direct or indirect majority owned subsidiary of the Company of any stock of the Company or of such subsidiary to the Interested Stockholder, except: (i) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Company or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (ii) pursuant to a merger under Section 251(g) of the DGCL; (iii) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Company or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Company subsequent to the time the Interested Stockholder became such; (iv) pursuant to an exchange offer by the Company to purchase stock made on the same terms to all holders of said stock; or (v) any issuance or transfer of stock by the Company; provided , however , that in no case under items (iii)-(v) of this subsection (c) shall there be an increase in the Interested Stockholder’s proportionate share of the stock of any class or series of the Company or of the Voting Stock of the Company (except as a result of immaterial changes due to fractional share adjustments); (d) any transaction involving the Company or any direct or indirect majority owned subsidiary of the Company which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Company or of any such subsidiary which is owned by the Interested Stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the Interested Stockholder; or (e) any receipt by the Interested Stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the

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Company), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (a)-(d) above) provided by or through the Company or any direct or indirect majority owned subsidiary.

4. “ Clearlake Direct Transferee ” means any person that acquires (other than in a registered public offering) directly from Clearlake or any of its Affiliates or successors or any “group”, or any member of any such group, of which such persons are a party under Rule 13d-5 of the Exchange Act beneficial ownership of 15% or more of the then outstanding Voting Stock of the Company.

5. “ Clearlake Indirect Transferee ” means any person that acquires (other than in a registered public offering) directly from any Clearlake Direct Transferee or any other Clearlake Indirect Transferee beneficial ownership of 15% or more of the then outstanding Voting Stock of the Company.

6. “ Control ”, including the terms “ Controlling ”, “ Controlled by ”, and “ under common Control with ”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of Voting Stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding Voting Stock of the Company, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

7. “ Interested Stockholder ” means any person (other than the Company or any direct or indirect majority owned subsidiary of the Company) that (a) is the owner of 15% or more of the outstanding Voting Stock of the Company, or (b) is an Affiliate or Associate of the Company and was the owner of 15% or more of the outstanding Voting Stock of the Company at any time within the three year period immediately prior to the date on which it is sought to be determined whether such person is an Interested Stockholder; and the Affiliates and Associates of such person; but “Interested Stockholder” shall not include (i) Clearlake, any Clearlake Direct Transferee, any Clearlake Indirect Transferee or any of their respective Affiliates or successors or any “group”, or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, or (ii) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation, provided that such person shall be an Interested Stockholder if thereafter such person acquires additional shares of Voting Stock of the Company, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an Interested Stockholder, the voting stock of the Company deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of Owner but shall not include any other unissued stock of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

8. “ owner ,” including the terms “ own ” and “ owned ,” when used with respect to any stock, means a person that individually or with or through any of its Affiliates or Associates (a) beneficially owns such stock, directly or indirectly; (b) has (i) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided , however , that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s Affiliates or Associates until such tendered stock is accepted for purchase or exchange; or (ii) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided , however , that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or (c) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a

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revocable proxy or consent as described in item (ii) of subsection (b) above), or disposing of such stock with any other person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such stock.

9. “ person ” means any individual, corporation, partnership, unincorporated association or other entity.

10. “ stock ” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

11. “ Voting Stock ” means stock of any class or series entitled to vote generally in the election of directors.

IX.

A. The Company reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, except as provided in paragraph B. of this Article IX, and all rights conferred upon the stockholders herein are granted subject to this reservation.

B. Notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Company required by law or by this Amended and Restated Certificate of Incorporation or any certificate of designation filed with respect to a series of Preferred Stock, the affirmative vote of (a) the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class during the Control Period or (b) the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, at any time other than during the Control Period, shall be required to alter, amend or repeal Articles V, VI, VII, VIII or IX.

* * * *

FOUR: This Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors of the Company.

FIVE: This Amended and Restated Certificate of Incorporation was approved by the holders of the requisite number of shares of the Company in accordance with Section 228 of the DGCL. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL by the stockholders of the Company.

[Signature Page Follows]

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I N W ITNESS W HEREOF , the undersigned has caused this Amended and Restated Certificate of Incorporation to be signed on this day of , 2018.

F ORUM M ERGER C ORPORATION

J OHN A. M C K ENNA , J R .

President

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ANNEX D

F ORUM M ERGER C ORPORATION

2018 E QUITY I NCENTIVE P LAN

A DOPTED BY THE B OARD OF D IRECTORS :

A PPROVED BY THE S TOCKHOLDERS :

E FFECTIVE D ATE :

1. G ENERAL .

(a) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.

(b) Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.

(c) Purpose. The Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.

2. A DMINISTRATION .

(a) Administration by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted; (D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Market Value applicable to a Stock Award.

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective.

(iii) To settle all controversies regarding the Plan and Awards granted under it.

(iv) To accelerate, in whole or in part, the time at which an Award may be exercised or vest (or at which cash or shares of Common Stock may be issued).

(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent except as provided in subsection (viii) below.

(vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Awards granted under the Plan

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compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However, if required by applicable law or listing requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Awards available for issuance under the Plan. Except as provided in the Plan (including subsection (viii) below) or an Award Agreement, no amendment of the Plan will materially impair a Participant’s rights under an outstanding Award unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding incentive stock options or (C) Rule 16b-3.

(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the affected Participant’s consent (A) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws or listing requirements.

(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(x) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).

(xi) To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles.

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(c) Delegation to Committee.

(i) General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be construed as being to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.

(d) Delegation to an Officer . The Board may delegate to one or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided, however , that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Award Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(z)(iii) below.

(e) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

3. S HARES S UBJECT TO THE P LAN .

(a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed shares (the “ Share Reserve ”). In addition, the Share Reserve will automatically increase on January 1 ^st of each year, for a period of not more than ten years, commencing on January 1 ^st of the year following the year in which the Effective Date occurs and ending on (and including) January 1, 2027, in an amount equal to % of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1 ^st of a given year to provide that there will be no January 1 ^st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.

For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

(b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash ( i.e. , the Participant receives cash rather than stock), such expiration, termination or settlement will not

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reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan.

(c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be shares of Common Stock.

(d) Section 162(m) Limitations . Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, the following limitations will apply; provided, however, that if any additional Awards are granted to any Participant during any calendar year in excess of the limits below, compensation attributable to such additional Awards will not satisfy the requirements to be considered “qualified performance-based compensation” under Section 162(m) of the Code unless such additional Award is approved by the Company’s stockholders.

(i) A maximum of shares of Common Stock subject to Options, SARs and Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the Fair Market Value on the date the Stock Award is granted may be granted to any one Participant during any one calendar year.

(ii) A maximum of shares of Common Stock subject to Performance Stock Awards may be granted to any one Participant during any one calendar year (whether the grant, vesting or exercise is contingent upon the attainment during the Performance Period of the Performance Goals).

(iii) A maximum of $ may be granted as a Performance Cash Award to any one Participant during any one calendar year.

For purposes of this Section 3(d): (1) if a Performance Stock Award is in the form of an Option or SAR, it will count only against the Performance Stock Award limit set forth in Section 3(d)(ii); (2) if a Performance Stock Award may be paid in the form of cash, it will count only against the Performance Stock Award limit set forth in Section 3(d)(ii); and (3) if a Performance Cash Award may be paid in the form of Common Stock, it will count only against the Performance Cash Award limit set forth in Section 3(d)(iii).

(e) Limitation on Grants to Non-Employee Directors. The maximum number of shares subject to Stock Awards granted under this Plan or under any other equity plan maintained by the Company during a single calendar year to any Non-Employee Director, taken together with any cash fees paid by the Company to such Non-Employee Director during such calendar year for service on the Board, will not exceed ($ ) in total value (calculating the value of any such Stock Awards based on the grant date fair value of such Stock Awards for financial reporting purposes), or, with respect to the calendar year in which a Non-Employee Director is first appointed or elected to the Board, ($ ).

(f) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.

4. E LIGIBILITY .

(a) Eligibility for Specific Stock Awards . Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is

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defined in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a Transaction such as a spin off transaction), (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.

(b) Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from the date of grant.

5. P ROVISIONS R ELATING TO O PTIONS AND S TOCK A PPRECIATION R IGHTS .

Each Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however , that each Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:

(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement.

(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Transaction and in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.

(c) Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The permitted methods of payment are as follows:

(i) by cash, check, bank draft or money order payable to the Company;

(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;

(iv) if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole

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number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however , that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(v) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.

(d) Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Award Agreement evidencing such SAR.

(e) Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options and SARs will apply:

(i) Restrictions on Transfer . An Option or SAR will not be transferable except by will or by the laws of descent and distribution (and pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.

(ii) Domestic Relations Orders . Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation Section 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

(iii) Beneficiary Designation . Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon the death of the Participant, the executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.

(f) Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.

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(g) Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Award Agreement) and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR will terminate.

(h) Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, and (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received on exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.

(i) Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement) and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.

(j) Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Award Agreement) and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.

(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement or other individual written agreement between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.

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(l) Non-Exempt Employees . If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement, in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.

(m) Early Exercise of Options. An Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate. The Company will not be required to exercise its repurchase right until at least six (6) months (or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement.

6. P ROVISIONS OF S TOCK A WARDS O THER THAN O PTIONS AND SAR S .

(a) Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii) Vesting. Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.

(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock

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awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.

(v) Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.

(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

(iii) Payment . A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.

(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

(vi) Termination of Participant ’ s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement or other written agreement between a Participant and the Company or an Affiliate, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.

(c) Performance Awards .

(i) Performance Stock Awards . A Performance Stock Award is a Stock Award (covering a number of shares not in excess of that set forth in Section 3(d)(ii) above) that is payable (including that may be granted, vest or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively

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determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board or the Committee may determine that cash may be used in payment of Performance Stock Awards.

(ii) Performance Cash Awards . A Performance Cash Award is a cash award (for a dollar value not in excess of that set forth in Section 3(d)(iii) above) that is payable contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service. At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board or Committee), in its sole discretion. The Board or the Committee may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.

(iii) Board Discretion . The Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.

(iv) Section 162(m) Compliance . Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (A) the date 90 days after the commencement of the applicable Performance Period, and (B) the date on which 25% of the Performance Period has elapsed, and in any event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will certify the extent to which any Performance Goals and any other material terms under such Award have been satisfied (other than in cases where such Performance Goals relate solely to the increase in the value of the Common Stock). Notwithstanding satisfaction of any completion of any Performance Goals, the number of shares of Common Stock, Options, cash or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of such further considerations as the Committee, in its sole discretion, will determine.

(d) Other Stock Awards . Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.

7. C OVENANTS OF THE C OMPANY .

(a) Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Stock Awards.

(b) Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan, as necessary, such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Stock Awards; provided, however ,

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that this undertaking will not require the Company to register under the Securities Act or other securities or applicable laws, the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities law.

(c) No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the tax treatment or time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

8. M ISCELLANEOUS .

(a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute general funds of the Company.

(b) Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

(c) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to such Award has been entered into the books and records of the Company.

(d) No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is domiciled or incorporated, as the case may be.

(e) Change in Time Commitment . In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.

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(f) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

(g) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(h) Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.

(i) Electronic Delivery . Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).

(j) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

(k) Clawback/Recovery . All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the

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Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

(l) Compliance with Section 409A of the Code. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.

9. A DJUSTMENTS UPON C HANGES IN C OMMON S TOCK ; O THER C ORPORATE E VENTS .

(a) Capitalization Adjustments . In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Sections 3(d), (iv) the class(es) and maximum number of securities that may be awarded to any Non-Employee Director pursuant to Section 3(e), and (v) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive.

(b) Dissolution . Except as otherwise provided in the Stock Award Agreement, in the event of a Dissolution of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such Dissolution, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service; provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the Dissolution is completed but contingent on its completion.

(c) Transaction. The following provisions will apply to Stock Awards in the event of a Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Transaction, then, notwithstanding any other provision of the Plan, the

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Board may take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Transaction:

(i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Transaction);

(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date prior to the effective time of such Transaction as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective date of the Transaction), with such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Transaction; provided, however , that the Board may require Participants to complete and deliver to the Company a notice of exercise before the effective date of a Transaction, which exercise is contingent upon the effectiveness of such Transaction;

(iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;

(v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and

(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Transaction, over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be $0 if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock in connection with the Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies.

The Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect to the vested and unvested portions of a Stock Award. Unless otherwise provided in the instrument evidencing a Performance Cash Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board, in the event of a Transaction, then all Performance Cash Awards outstanding under the Plan will terminate prior to the effective time of such Transaction.

(d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.

10. T ERMINATION OR S USPENSION OF THE P LAN .

(a) The Board may suspend or terminate the Plan at any time. No Incentive Stock Option will be granted after the tenth anniversary of the earlier of (i) the Adoption Date, or (ii) the date the Plan is approved by the stockholders of the Company. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

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(b) No Impairment of Rights. Suspension or termination of the Plan will not materially impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan (including Section 2(b)(viii)) or an Award Agreement.

11. E FFECTIVE D ATE OF P LAN .

The Plan will become effective on the Effective Date.

12. C HOICE OF L AW .

The laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.

13. D EFINITIONS . As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a) “ Adoption Date ” means the date the Plan is adopted by the Board.

(b) “ Affiliate ” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

(c) “ Award ” means a Stock Award or a Performance Cash Award.

(d) “ Award Agreement ” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.

(e) “ Board ” means the Board of Directors of the Company.

(f) “ Capital Stock ” means each and every class of common stock of the Company, regardless of the number of votes per share.

(g) “ Capitalization Adjustment ” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Adoption Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(h) “ Cause ” will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s commission of any felony or any crime involving fraud, embezzlement, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud, embezzlement or act of dishonesty against the Company or an Affiliate; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or an Affiliate or of any statutory duty owed to the Company or an Affiliate; (iv) such Participant’s unauthorized use or disclosure of the Company’s or an Affiliate’s confidential information or trade secrets; (v) the refusal or omission by the Participant to perform any duties required of him or her if such duties are consistent with duties customary for the position held with the Company or an Affiliate or persistent unsatisfactory performance or neglect of his or her job duties; or (vi) such Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the

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Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

(i) “ Change in Control ” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the “ Subject Person ”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;

(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution of liquidation of the Company, or a complete dissolution or liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation;

(iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or

(v) individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the members of the Board; provided, however , that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition with respect to Awards subject to such agreement; provided, however , that if no definition of Change in Control or

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any analogous term is set forth in such an individual written agreement, the foregoing definition will apply. To the extent required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to the definition of “Change in Control” under Section 409A of the Code, and the regulations thereunder.

(j) “ Code ” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(k) “ Committee ” means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).

(l) “ Common Stock ” means the Class A common stock of the Company.

(m) “ Company ” means Forum Merger Corporation, a Delaware corporation.

(n) “ Consultant ” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.

(o) “ Continuous Service ” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. In addition, to the extent required for exemption from or compliance with Section 409A of the Code, the determination of whether there has been a termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent with the definition of “separation from service” as defined under Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).

(p) “ Corporate Transaction ” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) a sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

(ii) a sale or other disposition of more than 50% of the outstanding securities of the Company;

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(iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(q) “ Covered Employee ” will have the meaning provided in Section 162(m)(3) of the Code.

(r) “ Director ” means a member of the Board.

(s) “ Disability ” means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(t) “ Dissolution ” means when the Company, after having executed a certificate of dissolution with the State of Delaware (or other applicable state), has completely wound up its affairs. Conversion of the Company into a Limited Liability Company (or any other pass-through entity) will not be considered a “Dissolution” for purposes of the Plan.

(u) “ Effective Date ” means the effective date of this Plan, which is the date of the closing of the transactions contemplated by the Agreement and Plan of Merger among the Company, FMC Merger Subsidiary Corp., FMC Merger Subsidiary LLC, Clearlake Capital Management III, L.P., and C1 Investment Corp., dated as of November 30, 2017, provided that this Plan is approved by the Company’s stockholders on or prior to such date.

(v) “ Employee ” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(w) “ Entity ” means a corporation, partnership, limited liability company or other entity.

(x) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(y) “ Exchange Act Person ” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

(z) “ Fair Market Value ” means, as of any date, the value of the Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

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(ii) Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.

(iii) In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(aa) “ Incentive Stock Option ” means an option granted pursuant to Section 5 of the Plan that is intended to be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of

(bb) “ Non-Employee Director ” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“ Regulation S-K ”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

(cc) “ Nonstatutory Stock Option ” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option.

(dd) “ Officer ” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(ee) “ Option ” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(ff) “ Option Agreement ” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.

(gg) “ Optionholder ” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(hh) “ Other Stock Award ” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(d).

(ii) “ Other Stock Award Agreement ” means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the Plan.

(jj) “ Outside Director ” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

(kk) “ Own, ” “ Owned, ” “ Owner, ” “ Ownership ” A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

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(ll) “ Participant ” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.

(mm) “ Performance Cash Award ” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).

(nn) “ Performance Criteria ” means the one or more criteria that the Board will select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination of, the following as determined by the Board: (i) earnings (including earnings per share and net earnings); (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv) earnings before interest, taxes, depreciation, amortization and legal settlements; (v) earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense); (vi) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; (vii) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (viii) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation, other non-cash expenses and changes in deferred revenue; (ix) total stockholder return; (x) return on equity or average stockholder’s equity; (xi) return on assets, investment, or capital employed; (xii) stock price; (xiii) margin (including gross margin); (xiv) income (before or after taxes); (xv) operating income; (xvi) operating income after taxes; (xvii) pre-tax profit; (xviii) operating cash flow; (xix) sales or revenue targets; (xx) increases in revenue or product revenue; (xxi) expenses and cost reduction goals; (xxii) improvement in or attainment of working capital levels; (xxiii) economic value added (or an equivalent metric); (xxiv) market share; (xxv) cash flow; (xxvi) cash flow per share; (xxvii) cash balance; (xxviii) cash burn; (xxix) cash collections; (xxx) share price performance; (xxxi) debt reduction; (xxxii) implementation or completion of projects or processes; (xxxiii) stockholders’ equity; (xxxiv) capital expenditures; (xxxv) debt levels; (xxxvi) operating profit or net operating profit; (xxxvii) workforce diversity; (xxxviii) growth of net income or operating income; (xxxix) billings; (xl) bookings; (xli) employee retention; (xlii) acquisition of new customers, including institutional accounts; (xliii) customer retention and/or repeat order rate; (xliv) number of users, including institutional customer accounts (xlv) budget management; (xlvi) partner satisfaction; (xlvii) strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property; (xlviii) customer satisfaction; and (xlix) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board.

(oo) “ Performance Goals ” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of any items that are unusual in nature or occur infrequently as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; (11) to exclude the goodwill and intangible asset

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impairment charges that are required to be recorded under generally accepted accounting principles; and (12) to exclude the effect of any other unusual, non-recurring gain or loss or other extraordinary item. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.

(pp) “ Performance Period ” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.

(qq) “ Performance Stock Award ” means a Stock Award granted under the terms and conditions of Section 6(c)(i).

(rr) “ Plan ” means this Forum Merger Corporation 2018 Equity Incentive Plan.

(ss) “ Restricted Stock Award ” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

(tt) “ Restricted Stock Award Agreement ” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

(uu) “ Restricted Stock Unit Award ” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b).

(vv) “ Restricted Stock Unit Award Agreement ” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject to the terms and conditions of the Plan.

(ww) “ Rule 16b-3 ” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(xx) “ Rule 405 ” means Rule 405 promulgated under the Securities Act.

(yy) “ Securities Act ” means the Securities Act of 1933, as amended.

(zz) “ Stock Appreciation Right ” or “ SAR ” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.

(aaa) “ Stock Appreciation Right Agreement ” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions of the Plan.

(bbb) “ Stock Award ” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock Award.

(ccc) “ Stock Award Agreement ” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.

(ddd) “ Subsidiary ” means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such

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corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.

(eee) “ Ten Percent Stockholder ” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.

(fff) “ Transaction ” means a Corporate Transaction or a Change in Control.

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ANNEX E

F ORUM M ERGER C ORPORATION

2018 E MPLOYEE S TOCK P URCHASE P LAN

A DOPTED BY THE B OARD OF D IRECTORS :

A PPROVED BY THE S TOCKHOLDERS :

1. G ENERAL ; P URPOSE .

(a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan.

(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

2. A DMINISTRATION .

(a) The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine when and how Purchase Rights will be granted and the provisions of each Offering (which need not be identical).

(ii) To designate from time to time which Related Corporations will be eligible to participate in the Plan.

(iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for the administration of the Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.

(iv) To settle all controversies regarding the Plan and Purchase Rights.

(v) To amend the Plan at any time as provided in Section 12.

(vi) To suspend or terminate the Plan at any time as provided in Section 12.

(vii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.

(viii) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside the United States.

(c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references to the Board in this Plan and in any applicable Offering Document will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently

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administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

(d) All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

3. S HARES OF C OMMON S TOCK S UBJECT TO THE P LAN .

(a) Subject to Section 11(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued under the Plan will not exceed shares of Common Stock, plus the number of shares of Common Stock that are automatically added on January 1 ^st of each year for a period of up to ten years, commencing on the first January 1 ^st following the Effective Date and ending on (and including) January 1, 2027, in an amount equal to the lesser of (i) % of the total number of shares of Capital Stock outstanding on December 31 ^st of the preceding calendar year, and (ii) shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1 ^st increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.

(b) If any Purchase Right terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan.

(c) The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

4. G RANT OF P URCHASE R IGHTS ; O FFERING .

(a) The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate and will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering will be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering will be effective, which period will not exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.

(c) The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on any Purchase Date during an Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date for that Offering, then (i) that Offering will terminate immediately following the purchase of shares of Common Stock on such Purchase Date, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering that begins immediately after such Purchase Date.

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5. E LIGIBILITY .

(a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Related Corporation. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company or the Related Corporation, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the required period of continuous employment be equal to or greater than two (2) years. In addition, the Board may provide that no Employee will be eligible to be granted Purchase Rights unless, on the Offering Date, such Employee’s customary employment with the Company or the Related Corporation is more than twenty (20) hours per week and more than five (5) months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code.

(b) The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

(i) the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right;

(ii) the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering; and

(iii) the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering.

(c) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee.

(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which exceeds twenty-five thousand dollars ($25,000) of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.

(e) Officers of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.

6. P URCHASE R IGHTS ; P URCHASE P RICE .

(a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not exceeding fifteen percent (15%) of such Employee’s earnings (as defined by the Board in each Offering) during the period

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that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.

(b) The Board will establish one (1) or more Purchase Dates during an Offering on which Purchase Rights granted pursuant to that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering.

(c) In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may be purchased by any Participant pursuant to such Offering, (ii) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date pursuant to such Offering, (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering, and/or (iv) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date pursuant to such Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under such Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock available will be made in as nearly a uniform manner as will be practicable and equitable.

(d) The purchase price of shares of Common Stock acquired pursuant to Purchase Rights shall be an amount equal to ninety-five percent (95%) of the Fair Market Value of a share of Common Stock on the applicable Purchase Date of the Offering; provided, however, that the Board may determine a different per share purchase price, so long as such per share purchase price is communicated to Participants prior to the beginning of the Offering; and provided, further, that in no event shall such per share purchase price be less than the lesser of (i) 85% of the Fair Market Value of a share of Common Stock on the applicable Offering Date or (ii) 85% of the Fair Market Value of a share of Common Stock on the applicable Purchase Date.

7. P ARTICIPATION ; W ITHDRAWAL ; T ERMINATION .

(a) An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable law requires that Contributions be deposited with a third party. To the extent provided in the Offering, a Participant may begin such Contributions on or after the Offering Date. To the extent provided in the Offering, a Participant may thereafter decrease (including to zero) or increase his or her Contributions. To the extent specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through payment by cash or check prior to a Purchase Date.

(b) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute to such Participant all of his or her accumulated but unused Contributions without interest. A Participant’s withdrawal from an Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings.

(c) Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. The Company will distribute to such individual all of his or her accumulated but unused Contributions without interest.

(d) Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of a Purchase Right or to receive shares of Common Stock under this Plan may be assigned, transferred, pledged,

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or otherwise disposed of in any way (other than as set forth in Section 10 with respect to the delivery of cash and shares of Common Stock) by the Participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from an Offering. Purchase Rights may be exercised only by a Participant.

(e) Unless otherwise specified in an Offering, the Company will have no obligation to pay interest on Contributions.

8. E XERCISE OF P URCHASE R IGHTS .

(a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued upon the exercise of Purchase Rights unless specifically provided for in the Offering.

(b) If any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock on the final Purchase Date of an Offering, then such remaining amount will not roll over to the next Officering and will instead be distributed in full to such Participant after the final Purchase Date of such Offering without interest.

(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable federal, state, foreign and other securities and other laws applicable to the Plan. If, on a Purchase Date, the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in such compliance, except that the Purchase Date will not be delayed more than twelve (12) months and the Purchase Date will in no event be more than twenty-seven (27) months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest.

9. C OVENANTS OF THE C OMPANY .

The Company will seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.

10. D ESIGNATION OF B ENEFICIARY .

(a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company.

(b) If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

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11. A DJUSTMENTS UPON C HANGES IN C OMMON S TOCK ; C ORPORATE T RANSACTIONS .

(a) In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum number of securities by which the share reserve is to increase automatically each year pursuant to Section 3(a); (iii) the class(es) and number of securities subject to, and the purchase price applicable to, outstanding Offerings and Purchase Rights; and (iv) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and conclusive.

(b) In the event of a Corporate Transaction, (i) any surviving or acquiring corporation (or its parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue outstanding Purchase Rights or does not substitute similar rights for outstanding Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock within ten (10) business days prior to the Corporate Transaction under such Purchase Rights, and such Purchase Rights will terminate immediately after such purchase.

12. A MENDMENT , S USPENSION OR T ERMINATION OF THE P LAN .

(a) The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by applicable law or listing requirements.

(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.

(c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including, without limitation, any such regulations or other guidance that may be issued or amended after the Adoption Date, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423 of the Code.

Notwithstanding anything in the Plan or any Offering Document to the contrary, the Board will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Contributions; (iv) amend any outstanding Purchase Rights or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423 of the Code; and (v) establish other limitations or procedures as the Board determines in its sole discretion advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under each Offering.

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13. E FFECTIVE D ATE OF P LAN .

The Plan will become effective on the Effective Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the Adoption Date (or if required under Section 12(a), the date of any material amendment of the Plan).

14. M ISCELLANEOUS P ROVISIONS .

(a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.

(b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).

(c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related Corporation to continue the employment of a Participant.

(d) The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules.

15. D EFINITIONS .

As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a) “ Adoption Date ” means , which is the date the Plan was adopted by the Board.

(b) “ Board ” means the Board of Directors of the Company.

(c) “ Capitalization Adjustment ” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the Adoption Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(d) “ Capital Stock ” means each and every class of common stock of the Company, regardless of the number of votes per share.

(e) “ Code ” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder .

(f) “ Committee ” means a committee of one (1) or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).

(g) “ Common Stock ” means the Class A common stock of the Company.

(h) “ Company ” means Forum Merger Corporation, a Delaware corporation.

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(i) “ Contributions ” means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.

(j) “ Corporate Transaction ” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

(ii) a sale or other disposition of at least fifty percent (50%) of the outstanding securities of the Company;

(iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(k) “ Director ” means a member of the Board.

(l) “ Effective Date ” means the effective date of this Plan, which is the date of the closing of the transactions contemplated by the Agreement and Plan of Merger among the Company, FMC Merger Subsidiary Corp., FMC Merger Subsidiary LLC, Clearlake Capital Management III, L.P., and C1 Investment Corp., dated as of November 30, 2017, provided that this Plan is approved by the Company’s stockholders on or prior to such date.

(m) “ Eligible Employee ” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.

(n) “ Employee ” means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(o) “ Employee Stock Purchase Plan ” means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

(p) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(q) “ Fair Market Value ” means, as of any date, the value of the Common Stock determined as follows:

(ii) Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, the Fair Market Value of a share of Common Stock will be the closing sales price for such stock on the last preceding date for which such quotation exists.

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(iii) In the absence of such markets for the Common Stock, the Fair Market Value of a share of Common Stock will be determined by the Board in good faith in compliance with applicable laws and in a manner that complies with Section 409A of the Code.

(r) “ Offering ” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “ Offering Document ” approved by the Board for that Offering.

(s) “ Offering Date ” means a date selected by the Board for an Offering to commence.

(t) “ Officer ” means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange Act.

(u) “ Participant ” means an Eligible Employee who holds an outstanding Purchase Right.

(v) “ Plan ” means this Forum Merger Corporation 2018 Employee Stock Purchase Plan.

(w) “ Purchase Date ” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.

(x) “ Purchase Period ” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.

(y) “ Purchase Right ” means an option to purchase shares of Common Stock granted pursuant to the Plan.

(z) “ Related Corporation ” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(aa) “ Securities Act ” means the Securities Act of 1933, as amended.

(bb) “ Subsidiary ” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%). For purposes of the foregoing clause (i), the Company will be deemed to “Own” or have “Owned” such securities if the Company, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(cc) “ Trading Day ” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed (including, but not limited to, the NYSE, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto) is open for trading.

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ANNEX F

Fairness Opinion

LETTERHEAD OF CASSEL SALPETER & CO., LLC

November 26, 2017

Forum Merger Corporation

135 East 57th Street, 8th Floor

New York, NY 10022

Attention: The Board of Directors

Members of the Board of Directors:

We have been advised that Forum Merger Corporation (the “Company”) intends to enter into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, FMC Merger Subsidiary Corp., a wholly owned subsidiary of the Company (“Merger Sub I”), FMC Merger Subsidiary LLC, a wholly owned subsidiary of the Company (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), Clearlake Capital Management III, L.P., in its capacity as the Seller Representative, and C1 Investment Corp. (“Target”). We have been further advised that pursuant to the Merger Agreement, among other things, (i) Merger Sub I will merge with and into Target (the “First Merger”), with Target as the surviving company in the First Merger, (ii) as part of the same overall transaction as the First Merger, the surviving company in Merger One will merge with and into Merger Sub II (the “Second Merger”, and together with the First Merger, the “Mergers”), and (iii) all of the outstanding capital stock, options and warrants of Target shall automatically be cancelled and cease to exist in exchange for the rights to receive an aggregate amount (the “Merger Consideration”) equal to $1,137,000,000, less the Closing Indebtedness, plus the Closing Cash, plus the Net Acquisition Amount, if any, paid in the form of cash in an amount equal to cash and cash equivalents of the Company, including funds from the PIPE Investment and Backstop Investment and the remaining funds in the Company’s Trust Account, after giving effect to the completion of the Redemption, plus the Permitted Closing Cash, minus $25,000,000 (the “Cash Consideration”) and a number of shares of Company Class A common stock, valued at the Redemption Price per share, equal to the Merger Consideration less the Cash Consideration (the “Stock Consideration”) and, the contingent right to receive up to an additional $99,000,000 in cash and 9,900,000 additional shares of Class A common stock of the Company (the “Earn-out Payments” and together with the Merger Consideration, the “Total Consideration. We have also been advised that prior to the closing of the Mergers, the Company will raise at least $125,000,000 in cash by selling shares of its Class A common stock (the “PIPE Investment”) and enter into certain Backstop Agreements. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement.

You have requested that Cassel Salpeter & Co., LLC render an opinion (this “Opinion”) to the Board of Directors of the Company (the “Board”) as to whether, as of the date of this Opinion, (i) the Total Consideration to be issued in the Mergers pursuant to the Merger Agreement is fair, from a financial point of view, to the Company and (ii) Target has a fair market value equal to at least 80% of the balance of funds in the Company’s trust account (the “Trust Fund”).

In arriving at this Opinion, we have made such reviews, analyses, and inquiries as we have deemed necessary and appropriate under the circumstances. Among other things, we have:

•

Reviewed a draft, dated November 25, 2017, of the Merger Agreement.

•

Reviewed certain publicly available financial information and other data with respect to the Company that we deemed relevant.

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The Board of Directors

Forum Merger Corporation

November 26, 2017

Page 2 of 6

•

Reviewed certain other information and data with respect to the Company and Target made available to us by the Company and the Target, including the audited financial statements of Target for the years ended December 31, 2015 and 2016, the unaudited financial statements of Target for the nine months ended September 30, 2017, selected pro forma unaudited financial information of Target for the twelve months ended September 30, 2017 (the “Pro Forma Historical”), selected pro forma financial information of Target for the twelve months ending December 31, 2017 (the “Pro Forma 2017, and together with the Pro forma Historical, the “Pro Forma Financials”), and selected projected financial information of Target for the years ending December 31, 2018 through 2020 (the “Limited Projections”).

•

Reviewed the minimum EBITDA targets using the Measurement Methodologies for any applicable Measurement Date occurring within the respective calendar years 2018, 2019, and 2020 which must be met for the Target’s securityholders to receive the Earnout Consideration (the “EBITDA Targets”)

•

Considered and compared the financial and operating performance of the Target with that of companies with publicly traded equity securities that we deemed relevant.

•

Considered the publicly available financial terms of certain transactions that we deemed relevant.

•

Compared the implied enterprise value reference ranges of Target to the balance, as provided by Company management, in the Company’s Trust Fund.

•

Discussed the business, operations, and prospects of the Company and Target and the proposed Merger with the Company’s and Target’s management and certain of the Company’s and Target’s representatives.

•

Conducted such other analyses and inquiries, and considered such other information and factors as we deemed appropriate.

For purposes of our analysis and this Opinion we have assumed, at your direction, that the Cash Consideration will be $274,000,000 and the Stock Consideration will be 39,800,000 shares of Class A common stock of the Company valued at $10.13 per share. In addition, for purposes of our analysis and this Opinion we have, with your consent, evaluated whether, as of the date of this Opinion, Target has a fair market value equal to at least 80% of the Trust Fund solely upon the basis of a comparison of the implied enterprise value reference range indicated by our financial analysis with the balance of the Trust Fund, which you have advised us and we, for purposes of our analysis and this Opinion, with your consent, have assumed does not and shall not exceed $174,964,734. We have in addition assumed, for purposes of our analysis and this Opinion, at the direction of the Company’s management that the liquidation value per share of Company Class A common stock is equal to $10.13 (the “Per Share Liquidation Value”) and is the fair market value of such shares and a reasonable basis upon which to evaluate the Company Class A common stock and the Company.

This Opinion only addresses whether, as of the date hereof, (i) the Total Consideration to be issued in the Mergers pursuant to the Merger Agreement is fair, from a financial point of view, to the Company and (ii) Target has a fair market value equal to at least 80% of the Trust Fund. We have not considered and this Opinion does not address any other terms, aspects, or implications of the Mergers or the Merger Agreement, including, without limitation, (i) any term or aspect of the Mergers that is not susceptible to financial analyses, (ii) other than assuming the consummations thereof prior to the Transaction, the PIPE Investment and the Backstop Agreements, (iii) the redemption obligations of the Company under its organizational documents (the “Redemption”), (iv) the fairness of the Mergers, or all or any portion of the Total Consideration, to any other security holders of the Company, Target or any other person or any creditors or other constituencies of the

F-2

The Board of Directors

Forum Merger Corporation

November 26, 2017

Page 3 of 6

Company, Target or any other person, (v) the appropriate capital structure of the Company or Target or whether the Company should be issuing debt or equity securities or a combination of both in the Mergers, (vi) any capital raising or financing transaction contemplated by the Company or Target, nor (vii) the fairness of the amount or nature, or any other aspect, of any compensation or consideration payable to or received by any officers, directors, or employees of any parties to the Mergers or any class of such persons, relative to the Total Consideration in the Mergers pursuant to the Merger Agreement, or otherwise or of any other agreements or other arrangements entered into in connection with, or contemplated by the Merger Agreement including, without limitation, the Voting Agreement, the Pipe Agreements, or the Backstop Agreements to be entered into in connection with the Mergers. We are not expressing any opinion as to what the value of shares of the Company’s Class A common stock actually will be when issued to the holders of Target’s securities pursuant to the Mergers or the prices at which shares of the Company’s Class A common stock may trade, be purchased or sold at any time, and we make no representation or warranty regarding the adequacy of this Opinion or the analyses underlying this Opinion for the purpose of the Company’s compliance with the terms of its Amended and Restated Certificate of Incorporation, the rules of any securities exchange or any other general or particular purpose.

We were not requested to, nor did we, seek alternative candidates for a transaction with the Company. This Opinion does not address the relative merits of the Mergers as compared to any alternative transaction or business strategy that might exist for the Company, including the liquidation of the Trust or any Redemption, or the merits of the underlying decision by the Board or the Company to engage in or consummate the Mergers. The structuring of the Mergers and the financial and other terms of the Mergers were determined pursuant to negotiations between the parties to the Merger Agreement without our participation and were not determined by or pursuant to any recommendation from us.

In arriving at this Opinion, we have, with your consent, relied upon and assumed, without independently verifying, the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to, or discussed with, us or available from public sources, and we have further relied upon the assurances of the Company’s and Target’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. We also have relied upon, without independent verification, the assessments of the management of the Company and Target as to Target’s existing and future technology, products, projects, and services (including, without limitation, the development, testing, marketing, and life of such technology, products, projects, and services), and we have assumed, at your direction, that there will be no developments with respect to any such matters that would adversely affect our analysis and this Opinion. We are not legal, tax, accounting, environmental, or regulatory advisors and, we do not express any views or opinions as to the tax treatment that will be required to be applied to the Mergers or any legal, tax, accounting, environmental, or regulatory matters relating to the Company, Target, the Mergers, or otherwise. We have relied as to all legal, tax and accounting matters on advice of the Company’s management and its third-party legal, tax and accounting advisors. We understand and have assumed that the Company has obtained or will obtain such advice as it deems necessary or appropriate from qualified legal, tax, accounting, environmental, regulatory, and other professionals.

You have also advised us and we have with your consent assumed that the Pro forma Financials and the Limited Projections constitute the Target’s financial reports and projections for the periods indicated and were reasonably prepared on a basis reflecting the best currently available estimates and judgments of management of Target with respect to the future financial performance of the Target, and that such information provides a reasonable basis upon which to analyze and evaluate Target and form an opinion. We express no view with respect to the Pro Forma Financials, Limited Projections, EBITDA Targets, or Measurement Methodologies, or the assumptions on

F-3

The Board of Directors

Forum Merger Corporation

November 26, 2017

Page 4 of 6

which they are based. In that regard, we have assumed, with your consent, that the EBITDA Targets shall be achieved at the amounts and at the times contemplated. Neither you nor Target provided us with any projections of future financial performance or operating results to review in connection with our preparation of this Opinion, other than the Limited Projections. We have not evaluated the solvency or creditworthiness of the Company, Target or any other party to the Merger, the fair value of the Company, Target or any of their respective assets or liabilities, or whether the Company or Target or any other party to the Merger is paying or receiving reasonably equivalent value in the Mergers under any applicable foreign, state, or federal laws relating to bankruptcy, insolvency, fraudulent transfer, or similar matters, nor have we evaluated, in any way, the ability of the Company, Target or any other party to the Mergers to pay their obligations when they come due. We have not physically inspected the Company’s, Target’s properties or facilities and have not made or obtained any evaluations or appraisals of the Company’s or Target’s assets or liabilities, (including any contingent, derivative, or off-balance-sheet assets and liabilities). We have not attempted to confirm whether the Company and Target have good title to their respective assets. We have assumed that all material assets and liabilities (contingent on otherwise) of the Company and Target are as set forth in the financial statements and information provided to us or that were publicly available. Our role in reviewing any information was limited solely to performing such reviews as we deemed necessary to support our own advice and analysis and was not on behalf of the Board, the Company, or any other party.

We have assumed, with your consent, that the Mergers will be consummated in a manner that complies in all respects with applicable foreign, federal, state, and local laws, rules, and regulations and that, in the course of obtaining any regulatory or third party consents, approvals, or agreements in connection with the Mergers, no delay, limitation, restriction, or condition will be imposed that would have an adverse effect on the Company, its stockholders, Target, the Mergers or the expected benefits of the Mergers. We also have assumed, with your consent, that the final executed forms of the Agreement and all ancillary agreements will not differ in any material respect from the drafts we have reviewed and that the Mergers will be consummated on the terms set forth in the Merger Agreement without waiver, modification, or amendment of any term, condition, or agreement thereof that is material to our analyses or this Opinion. Without limitation to the foregoing, with your consent, we have further assumed that any adjustments to the Total Consideration in accordance with the Merger Agreement or otherwise would not be material to our analysis or this Opinion. We have also assumed that the representations and warranties of the parties to the Merger Agreement contained therein are true and correct and that each such party will perform all of the covenants and agreements to be performed by it under the Merger Agreement. We offer no opinion as to the contractual terms of the Merger Agreement or the likelihood that the conditions to the consummation of the Mergers set forth in the Merger Agreement will be satisfied. We have not been asked and offer no opinion as to whether the criteria for the Earnout Payments will be met. We have further assumed that for U.S. federal tax income purposes the Mergers shall qualify as a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.

Our analysis and this Opinion are necessarily based upon market, economic, and other conditions as they exist on, and could be evaluated as of, the date hereof. Accordingly, although subsequent developments may arise that would otherwise affect this Opinion, we do not assume any obligation to update, review, or reaffirm this Opinion to you or any other person or otherwise to comment on or consider events occurring or coming to our attention after the date hereof.

This Opinion is addressed to the Board for the use and benefit of the members of the Board in their capacities as such) in connection with the Board’s evaluation of the Mergers. This Opinion is not intended to and does not constitute advice or a recommendation to any of the Company’s stockholders or any other security holders as to how such holder should vote or act with respect to any matter relating to the Mergers or otherwise, including as

F-4

The Board of Directors

Forum Merger Corporation

November 26, 2017

Page 5 of 6

to whether a stockholder should exercise its redemption rights to receive its pro rata portion of the Trust Fund and participate in the Redemption.

We will receive a fee for rendering this Opinion, no portion of which is contingent upon the completion of the Mergers. In accordance with our policies and procedures, a fairness committee was not required to, and did not, approve the issuance of this Opinion.

Based upon and subject to the foregoing, it is our opinion that, as of the date of this Opinion, (i) the Total Consideration to be issued in the Mergers pursuant to the Merger Agreement is fair, from a financial point of view, to the Company and (ii) Target has a fair market value equal to at least 80% of the balance of the Trust Fund.

Very truly yours,

/s/ Cassel Salpeter & Co., LLC

F-5

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.

Forum’s amended and restated certificate of incorporation provides for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and Forum’s bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.

In addition, effective upon the consummation of the Business Combination, as defined in Part I of this registration statement, Forum has entered or will enter into indemnification agreements with directors, officers, and some employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements will require Forum, among other things, to indemnify its directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Item 21.

Exhibits and Financial Statement Schedules.

(a)	The following exhibits are filed as part of this Registration Statement:

EXHIBIT INDEX


		Incorporated by Reference
Exhibit Number	Description of Document	Schedule/Form	File Number	Exhibits	Filing Date

1.2	Letter Agreement between Forum and EBC	Form S-1	333-217187	1.2	March 21, 2017

2.1*	Agreement and Plan of Merger, dated as of November 30, 2017, by and among Forum Merger Corporation, FMC Merger Subsidiary Corp., FMC Merger Subsidiary LLC, Clearlake Capital Management III, L.P., and C1 Investment Corp. (Included as Annex A to the proxy statement/prospectus forming a part of this Registration Statement)

3.1	Amended and Restated Certificate of Incorporation of Forum	Form 8-K	001-38053	3.1	April 12, 2017

3.2	Bylaws of Forum	Form S-1	333-217187	1.2	March 21, 2017

3.3	Form of Amendment to Amended and Restated Certificate of Incorporation (Included as Annex B to the proxy statement/prospectus forming a part of this Registration Statement)

3.4	Form of Amended and Restated Certificate of Incorporation (Included as Annex C to the proxy statement/prospectus forming a part of this Registration Statement)

3.5	Form of Amended and Restated Bylaws

II-1


		Incorporated by Reference
Exhibit Number	Description of Document	Schedule/Form	File Number	Exhibits	Filing Date

4.1	Specimen Unit Certificate	Form S-1	333-217187	4.1	March 29, 2017

4.2	Specimen Common Stock Certificate	Form S-1	333-217187	4.2	March 29, 2017

4.3	Specimen Warrant Certificate	Form S-1	333-217187	4.3	March 29, 2017

4.4	Specimen Right Certificate	Form S-1	333-217187	4.4	March 29, 2017

4.5	Warrant Agreement, dated April 6, 2017, between Continental Stock Transfer & Trust Company and Forum	Form 8-K	001-38053	4.1	April 12, 2017

4.6	Form of Unit Purchase Option between Forum and EBC	Form S-1	333-217187	4.6	March 21, 2017

4.7**	Specimen Common Stock Certificate of the Combined Entity

5.1**	Opinion of Ellenoff Grossman & Schole as to the validity of the shares of Forum Common Stock

10.1	Investment Management Trust Account Agreement, dated April 6, 2017, between Continental Stock Transfer & Trust Company and Forum	Form 8-K	001-38053	10.1	April 12, 2017

10.2	Right Agreement, dated April 6, 2017, between Forum and Continental Stock Transfer & Trust Company	Form 8-K	001-38053	10.2	April 12, 2017

10.3	Stock Escrow Agreement, dated April 6, 2017 between Forum, Forum Investors I, LLC and Continental Stock Transfer & Trust Company	Form 8-K	001-38053	10.3	April 12, 2017

10.4	Registration Rights Agreement among Forum and Forum Investors I, LLC	Form 8-K	001-38053	10.4	April 12, 2017

10.5	Letter Agreement by and between Forum and Forum Investors I, LLC	Form 8-K	001-38053	10.5	April 12, 2017

10.6	Letter Agreement by and between Forum and its officers and directors	Form 8-K	001-38053	10.6	April 12, 2017

10.7	Second Amended and Restated Unit Subscription Agreement dated April 6, 2017 among Forum and Forum Investors I, LLC	Form 8-K	001-38053	10.7	April 12, 2017

10.8	Administrative Services Agreement, dated April 6, 2017, between Forum and Forum Capital Management, LLC	Form 8-K	001-38053	10.8	April 12, 2017

10.9	Business Combination Marketing Agreement, dated April 6, 2017, between Forum and EBC	Form 8-K	001-38053	10.9	April 12, 2017

10.10	Form of Unit Purchase Option between Forum and EBC and it designees	Form 8-K	001-38053	10.10	April 12, 2017

10.11	Form of Subscription Agreement for Placement Units	Form S-1	333-217187	10.5	March 21, 2017

II-2


.		Incorporated by Reference
Exhibit Number	Description of Document	Schedule/Form	File Number	Exhibits	Filing Date

10.12	Securities Subscription Agreement, dated December 28, 2016, between Forum and Forum Investors I, LLC	Form S-1	333-217187	10.7	March 21, 2017

10.13	Form of Right Agreement	Form S-1	333-217187	10.8	March 29, 2017

10.14*	Form of Amended and Restated Registration Rights Agreement by and among Forum, Forum Investors I, LLC, Clearlake Capital Management III, L.P. and other stockholders (Included in Annex A to the proxy statement/prospectus forming a part of this Registration Statement)

10.15†	Form of 2018 Equity Incentive Plan (Included as Annex D to the proxy statement/prospectus forming a part of this Registration Statement)

10.16†**	Form of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice under the 2018 Equity Incentive Plan

10.17†**	Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2018 Equity Incentive Plan

10.18†	Form of 2018 Employee Stock Purchase Plan (Included as Annex E to the proxy statement/prospectus forming a part of this Registration Statement)

10.19†	Offer letter dated June 16, 2014 between ConvergeOne Holdings Corp. and John A. McKenna, Jr.

10.20†	Offer letter dated June 16, 2014 between ConvergeOne Holdings Corp. and Jeffrey Nachbor

10.21†	Offer letter dated June 16, 2014 between ConvergeOne Holdings Corp. and John Lyons

10.22†	Offer letter dated June 16, 2014 between ConvergeOne Holdings Corp. and Paul Maier

10.23**	Form of Indemnity Agreement

10.24	Revolving Loan Credit Agreement dated June 20, 2017 among C1 Intermediate Corp., ConvergeOne Holdings Corp., ConvergeOne, Inc., the Lenders party thereto, Wells Fargo Commercial Distribution Finance, LLC, and Wells Fargo Bank, N.A.

10.25	Guarantee and Collateral Agreement dated June 20, 2017 among C1 Intermediate Corp., ConvergeOne, Inc., ConvergeOne Holdings Corp., the Subsidiaries of ConvergeOne Holdings Corp. from time to time party thereto, and Wells Fargo Commercial Distribution Finance, LLC

II-3


		Incorporated by Reference
Exhibit Number	Description of Document	Schedule/Form	File Number	Exhibits	Filing Date

10.26	Term Loan Agreement dated June 20, 2017 among ConvergeOne Holdings Corp., C1 Intermediate Corp., the Lenders party thereto, and JPMorgan Chase Bank, N.A.

10.27	Incremental Amendment dated July 28, 2017 among C1 Intermediate Corp., ConvergeOne Holdings Corp., the Guarantors party thereto, Credit Suisse AG, Cayman Islands Branch and JPMorgan Chase Bank, N.A.

10.28	Incremental Amendment dated October 25, 2017 among C1 Intermediate Corp., ConvergeOne Holdings Corp., the Guarantors party thereto, Credit Suisse AG, Cayman Islands Branch and JPMorgan Chase Bank, N.A.

10.29	Guarantee and Collateral Agreement dated June 20, 2017 among C1 Intermediate Corp., ConvergeOne Holdings Corp., the Subsidiaries of ConvergeOne Holdings Corp. from time to time party thereto, and JPMorgan Chase Bank, N.A.

10.30**	Avaya Inc. Reseller Master Terms and Conditions dated July 3, 2002 by and between Avaya Inc. and North American Communications Resource, Inc. dba NACR, Inc.

10.31**	Third Amendment to Avaya Inc. Reseller Master Terms and Conditions dated November 3, 2004 by and between Avaya Inc. and North American Communications Resource, Inc.

10.32**	Fourth Amendment to Avaya Inc. Reseller Master Terms and Conditions dated March 7, 2007 by and between Avaya Inc. and North American Communications Resource, Inc.

10.33**	Fifth Amendment to Avaya Inc. Reseller Master Terms and Conditions by and between Avaya Inc. and North American Communications Resource, Inc., dated May 14, 2007

10.34**	Sixth Amendment to Avaya Inc. Reseller Master Terms and Conditions by and between Avaya Inc. and North American Communications Resource, Inc., dated September 28, 2007

10.35**	Systems Integrator Agreement dated June 20, 2016 between Cisco Systems, Inc. and ConvergeOne, Inc.

II-4


		Incorporated by Reference
Exhibit Number	Description of Document	Schedule/Form	File Number	Exhibits	Filing Date

10.36**	Amendment No. 1 to the Systems Integrator Agreement dated June 30, 2016 between Cisco Systems, Inc. and ConvergeOne, Inc.

21.1	List of Subsidiaries

23.1	Consent of Marcum LLP, independent registered public accounting firm of Forum

23.2	Consent of RSM US LLP, independent registered public accounting firm of C1

23.3**	Consent of Ellenoff Grossman & Schole LLP (included as part of the opinion filed as Exhibit 5.1 hereto and incorporated herein by reference)

24.1	Power of Attorney (contained on signat ure page to the registration statement)

99.1	Form of Forum Proxy Card

99.2**	Consent of John A. McKenna, Jr. to be named as director

99.3**	Consent of Keith W. F. Bradley to be named as director

99.4**	Consent of Behdad Eghbali to be named as director

99.5**	Consent of José E. Feliciano to be named as director

99.6**	Consent of Christopher Jurasek to be named as director

99.7**	Consent of Prashant Mehrotra to be named as director

99.8**	Consent of James Pade to be named as director

99.9**	Consent of Timothy J. Pawlenty to be named as director

101.INS**	XBRL Instance Document

101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH**	XBRL Taxonomy Extension Schema Document

101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document

101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

The annexes, schedules, and certain exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Forum hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Commission upon request.

To be filed by amendment.

†

Indicates a management contract or compensatory plan, contract or arrangement.

II-5

Item 22.

Undertakings.

(a)	The undersigned registrant hereby undertakes as follows:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

II-6

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(7)

That every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(8)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(b)

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c)	The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on December 1, 2017.


		FORUM MERGER CORPORATION

By:		/ S / D AVID B ORIS
		David Boris Co-Chief Executive Officer, Chief Financial Officer, Vice-President and Director

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Stephen A. Vogel, Marshall Kiev and David Boris, and each of them acting singly, his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may lawfully do or cause to be done by virtue thereof.


Signature	Title	Date

/ S / S TEPHEN A. V OGEL Stephen A. Vogel	Executive Chairman	December 1, 2017

/ S / M ARSHALL K IEV Marshall Kiev	Co-Chief Executive Officer, President and Director ( Principal Executive Officer )	December 1, 2017

/ S / D AVID B ORIS David Boris	Co-Chief Executive Officer, Chief Financial Officer, Vice-President and Director ( Principal Financial and Accounting Officer )	December 1, 2017

/ S / J ERRY E LLIOTT Jerry Elliott	Director	December 1, 2017

/ S / N EIL G OLDBERG Neil Goldberg	Director	December 1, 2017

/ S / R ICHARD K ATZMAN Richard Katzman	Director	December 1, 2017

/ S / S TEVEN B ERNS Steven Berns	Director	December 1, 2017

Exhibit 3.5

AMENDED AND RESTATED BYLAWS

CONVERGEONE, INC.

(A DELAWARE CORPORATION)

AMENDED AND RESTATED BYLAWS

CONVERGEONE, INC.

(A DELAWARE CORPORATION)

ARTICLE I

OFFICES

Section 1. Registered Office . The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

Section 3. Corporate Seal. The Board of Directors may adopt a corporate seal. If adopted, the corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS’ MEETINGS

Section 4. Place of Meetings. Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (“ DGCL ”).

Section 5. Annual Meeting .

(a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may properly come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the corporation’s notice of meeting of stockholders (with respect to business other than nominations); (ii) brought specifically by or at the direction of the Board of Directors; or (iii) by any stockholder of the corporation who was a stockholder of record at the time of giving the stockholder’s notice provided for in Section 5(b) below, who is entitled to vote at the meeting and who complied with the notice procedures set forth in Section 5. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “ 1934 Act ”)) before an annual meeting of stockholders.

(b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under Delaware law and as shall have been properly brought before the meeting.

(1) For nominations for the election to the Board of Directors to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 5(a), the stockholder must deliver written notice to the Secretary at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(3) and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the meeting: (1) the name, age, business address and residence address of such nominee, (2) the principal occupation or employment of such nominee, (3) the class and number of shares of each class of capital stock of the corporation which are owned of record and beneficially by such nominee, (4) the date or dates on which such shares were acquired and the investment intent of such acquisition and (5) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected); and (B) the information required by Section 5(b)(4). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

(2) Other than proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14(a)-8 under the 1934 Act, for business other than nominations for the election to the Board of Directors to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 5(a), the stockholder must deliver written notice to the Secretary at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(3), and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each matter such stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(4).

(3) To be timely, the written notice required by Section 5(b)(1) or 5(b)(2) must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90 ^th ) day nor earlier than the close of business on the one hundred twentieth (120 ^th ) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, subject to the last sentence of this Section 5(b)(3), in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than the close of business on the one hundred twentieth (120 ^th ) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90 ^th ) day prior to such annual meeting or the tenth (10 ^th ) day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or a postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period for the giving of a stockholder’s notice as described above.

(4) The written notice required by Section 5(b)(1) or 5(b)(2) shall also set forth, as of the date of the notice and as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “ Proponent ” and collectively, the “ Proponents ”): (A) the name and address of each Proponent, as they appear on the corporation’s books; (B) the class, series and number of shares of the corporation that are owned beneficially and of record by

each Proponent; (C) a description of any agreement, arrangement or understanding (whether oral or in writing) with respect to such nomination or proposal between or among any Proponent and any of its affiliates or associates, and any others (including their names) acting in concert, or otherwise under the agreement, arrangement or understanding, with any of the foregoing; (D) a representation that the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation entitled to vote at the meeting and intend to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(1)) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(2)); (E) a representation as to whether the Proponents intend to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the corporation’s voting shares to elect such nominee or nominees (with respect to a notice under Section 5(b)(1)) or to carry such proposal (with respect to a notice under Section 5(b)(2)); (F) to the extent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; and (G) a description of all Derivative Transactions (as defined below) by each Proponent during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions.

(5) Notwithstanding anything to the contrary in this Section 5(b), for so long as one or more funds managed by, and/or affiliates of, Clearlake Capital Group, L.P. (collectively, “ Clearlake ”) holds or beneficially owns a majority of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors (such period, the “ Control Period ”), Clearlake shall not be subject to the notice procedures set forth in subparagraphs (1), (2) or (3) of this Section 5(b) with respect to any annual or special meeting of stockholders.

(c) A stockholder providing written notice required by Section 5(b)(1) or (ii) shall update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the meeting and (ii) the date that is five (5) business days prior to the meeting and, in the event of any adjournment or postponement thereof, five (5) business days prior to such adjourned or postponed meeting. In the case of an update and supplement pursuant to clause (i) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than five (5) business days after the record date for the meeting. In the case of an update and supplement pursuant to clause (ii) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than two (2) business days prior to the date for the meeting, and, in the event of any adjournment or postponement thereof, two (2) business days prior to such adjourned or postponed meeting.

(d) Notwithstanding anything in Section 5(b)(3) to the contrary, in the event that the number of directors in an Expiring Class is increased and there is no public announcement of the appointment of a director to such class, or, if no appointment was made, of the vacancy in such class, made by the corporation at least ten (10) days before the last day a stockholder may deliver a notice of nomination in accordance with Section 5(b)(3), a stockholder’s notice required by this Section 5 and which complies with the requirements in Section 5(b)(1), other than the timing requirements in Section 5(b)(3), shall also be considered timely, but only with respect to nominees for any new positions in such Expiring Class created by such increase, if it shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10 ^th ) day following the day on which such public announcement is first made by the corporation. For purposes of this section, an “ Expiring Class ” shall mean a class of directors whose term shall expire at the next annual meeting of stockholders.

(e) A person shall not be eligible for election or re-election as a director unless the person is nominated either in accordance with clause (ii) of Section 5(a), or in accordance with clause (iii) of Section 5(a). Except as otherwise required by law, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, or the

Proponent does not act in accordance with the representations in Sections 5(b)(4)(D) and 5(b)(4)(E), to declare that such proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded, notwithstanding that proxies in respect of such nominations or such business may have been solicited or received.

(f) Notwithstanding the foregoing provisions of this Section 5, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, a stockholder must also comply with all applicable requirements of the 1934 Act and the rules and regulations thereunder. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the 1934 Act; provided, however, that any references in these Bylaws to the 1934 Act or the rules and regulations thereunder are not intended to and shall not limit the requirements applicable to proposals and/or nominations to be considered pursuant to Section 5(a)(iii).

(g) For purposes of Sections 5 and 6,

(1) “affiliates” and “associates” shall have the meanings set forth in Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”);

(2) “ Derivative Transaction ” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proponent or any of its affiliates or associates, whether record or beneficial: (A) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the corporation, (B) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the corporation, (C) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (D) which provides the right to vote or increase or decrease the voting power of, such Proponent, or any of its affiliates or associates, with respect to any securities of the corporation, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proponent in the securities of the corporation held by any general or limited partnership, or any limited liability company, of which such Proponent is, directly or indirectly, a general partner or managing member; and

(3) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

Section 6. Special Meetings .

(a) Special meetings of the stockholders of the corporation may be called, for any purpose as is a proper matter for stockholder action under Delaware law, by (i) the Chairperson of the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), or (iv) during the Control Period, one or more stockholders that in the aggregate hold a majority of the voting power of all then outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors.

(b) The Board of Directors shall determine the time and place, if any, of such special meeting. Upon determination of the time and place, if any, of the meeting, the Secretary shall cause a notice of meeting to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7. No business may be transacted at such special meeting otherwise than specified in the notice of meeting.

(c) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who is a stockholder of record at the time of giving notice provided for in this paragraph, who shall be entitled to vote at the meeting and who delivers written notice to the Secretary of the corporation setting forth the information required by Section 5(b)(1). In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder of record may nominate a person or persons (as the case may be), for election to such position(s) as specified in the corporation’s notice of meeting, if written notice setting forth the information required by Section 5(b)(1) of these Bylaws shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the later of the ninetieth (90 ^th ) day prior to such meeting or the tenth (10 ^th ) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The stockholder shall also update and supplement such information as required under Section 5(c). In no event shall an adjournment or a postponement of a special meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period for the giving of a stockholder’s notice as described above.

(d) Notwithstanding the foregoing provisions of this Section 6, a stockholder must also comply with all applicable requirements of the 1934 Act and the rules and regulations thereunder with respect to matters set forth in this Section 6. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the 1934 Act; provided, however, that any references in these Bylaws to the 1934 Act or the rules and regulations thereunder are not intended to and shall not limit the requirements applicable to nominations for the election to the Board of Directors to be considered pursuant to Section 6(c) of these Bylaws.

Section 7. Notice of Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose or purposes of the meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at any such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his or her attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairperson of the meeting or by vote of the holders of a majority of voting power of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute or by applicable stock exchange rules, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by

statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by statute, by applicable stock exchange rules or by the Certificate of Incorporation or these Bylaws, a majority of the voting power of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute, by applicable stock exchange rules or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.

Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairperson of the meeting or by the vote of the holders of a majority of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his or her act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 12. List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.

Section 13. Action Without Meeting . No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws. Except as otherwise provided in the Certificate of Incorporation, no action shall be taken by the stockholders by written consent or by electronic transmission.

Section 14. Organization .

(a) At every meeting of stockholders, the Chairperson of the Board of Directors, or, if a Chairperson has not been appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer is absent, the President, or, if the President is absent, a chairperson of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairperson. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so by the Chief Executive Officer or the President, shall act as secretary of the meeting.

(b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairperson of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairperson shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. Unless and to the extent determined by the Board of Directors or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section 15. Number and Term of Office. The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 16. Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 17. Classes of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, following the adoption of these Bylaws, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. The Board of Directors is authorized to assign members of the Board of Directors already in office to such classes at the time the classification becomes effective. At the first annual meeting of stockholders following the adoption of these Bylaws, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the adoption of these Bylaws, the term of office of the Class II directors shall expire

and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the adoption of these Bylaws, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

Notwithstanding the foregoing provisions of this Section 17, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 18. Vacancies. Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock or as otherwise provided by applicable law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, and not by the stockholders, provided, however , that whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 19. Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time. If no such specification is made, the Secretary, in his or her discretion, may either (a) require confirmation from the director prior to deeming the resignation effective, in which case the resignation will be deemed effective upon receipt of such confirmation, or (b) deem the resignation effective at the time of delivery of the resignation to the Secretary. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 20. Removal. Subject to any limitation imposed by applicable law and to the rights of holders of any series of Preferred Stock to elect additional directors under specified circumstances, any individual director or directors may only be removed from office (a) with or without cause by the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors, voting together as a single class during the Control Period or (b) with cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all then outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors, voting together as a single class. Directors shall not be removed without cause pursuant to subsection (b) of this Section 20.

Section 21. Meetings

(a) Regular Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and

publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means. No further notice shall be required for regular meetings of the Board of Directors.

(b) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairperson of the Board, the Chief Executive Officer or a majority of the authorized number of directors.

(c) Meetings by Electronic Communications Equipment. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d) Notice of Special Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting. If notice is sent by US mail, it shall be sent by first class mail, postage prepaid at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though it had been transacted at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 22. Quorum and Voting .

(a) Unless the Certificate of Incorporation requires a greater number, and except with respect to questions related to indemnification arising under Section 44 for which a quorum shall be one-third of the exact number of directors fixed from time to time, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

Section 23. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 24. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25. Committees .

(a) Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.

(b) Other Committees. The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

(c) Term. The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of subsections (a) or (b) of this Section 25 may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 26. Duties of Chairperson of the Board of Directors. The Chairperson of the Board of Directors, if appointed and when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairperson of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.

Section 27. Organization. At every meeting of the directors, the Chairperson of the Board of Directors, or, if a Chairperson has not been appointed or is absent, the Chief Executive Officer (if a director), or, if a Chief Executive Officer is absent, the President (if a director), or if the President is absent, the most senior Vice President (if a director), or, in the absence of any such person, a chairperson of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, any Assistant Secretary or other officer, director or other person directed to do so by the person presiding over the meeting, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

Section 28. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairperson, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer and the Treasurer. The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 29. Tenure and Duties of Officers.

(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b) Duties of Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings of the Board of Directors (if a director), unless the Chairperson of the Board of Directors has been appointed and is present. Unless an officer has been appointed Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. To the extent that a Chief Executive Officer has been appointed and no President has been appointed, all references in these Bylaws to the President shall be deemed references to the Chief Executive Officer. The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.

(c) Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors (if a director), unless the Chairperson of the Board of Directors, or the Chief Executive Officer has been appointed and is present. Unless another officer has been appointed Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.

(d) Duties of Vice Presidents. A Vice President may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. A Vice President shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or, if the Chief Executive Officer has not been appointed or is absent, the President shall designate from time to time.

(e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. The Chief Executive Officer, or if no Chief Executive Officer is then serving, the President may direct any Assistant Secretary or other officer to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or if no Chief Executive Officer is then serving, the President shall designate from time to time.

(f) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the Chief Executive Officer, or if no Chief Executive Officer is then serving, the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or if no Chief Executive Officer is then serving, the President shall designate from time to time. To the extent that a Chief Financial Officer has been appointed and no Treasurer has been appointed, all references in these Bylaws to the Treasurer shall be deemed references to the Chief Financial Officer. The President may direct the Treasurer, if any, or any Assistant Treasurer, or the controller or any assistant controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each controller and assistant controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or if no Chief Executive Officer is then serving, the President shall designate from time to time.

(g) Duties of Treasurer. Unless another officer has been appointed Chief Financial Officer of the corporation, the Treasurer shall be the chief financial officer of the corporation and shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the Chief Executive Officer, or if no Chief Executive Officer is then serving, the President, and, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Treasurer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or if no Chief Executive Officer is then serving, the President and Chief Financial Officer (if not Treasurer) shall designate from time to time.

Section 30. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 31. Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Chief Executive Officer, or if no Chief Executive Officer is then serving, the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 32. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or by the Chief Executive Officer or by other superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

Section 33. Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation. All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 34. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairperson of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 35. Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificated if so provided by resolution or resolutions of the Board of Directors. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by the Chairperson of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 36. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 37. Transfers .

(a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

Section 38. Fixing Record Dates.

(a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 39. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 40. Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 36), may be signed by the Chairperson of the Board of Directors, the Chief Executive Officer, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX

DIVIDENDS

Section 41. Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 42. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section 43. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

Section 44. Indemnification of Directors, Officers, Employees and Other Agents.

(a) Directors and Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under paragraph (d) of this Section 44.

(b) Employees and other Agents . The corporation shall have power to indemnify its employees and other agents as set forth in the DGCL or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person as the Board of Directors shall determine.

(c) Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding provided, however, that if the DGCL requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 44 or otherwise. Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Section 44, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this sentence shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Section 44 shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Section 44 to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. To the extent permitted by law, the claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not

believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his or her conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Section 44 or otherwise shall be on the corporation.

(e) Non-Exclusivity of Rights. The rights conferred on any person by this Section 44 shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

(f) Survival of Rights. The rights conferred on any person by this Section 44 shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) Insurance. To the fullest extent permitted by the DGCL or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Section 44.

(h) Amendments. Any repeal or modification of this Section 44 shall only be prospective and shall not affect the rights under this Section 44 in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i) Saving Clause. If this Section 44 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Section 44 that shall not have been invalidated, or by any other applicable law. If this Section 44 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and executive officer to the full extent under any other applicable law.

(j) Certain Definitions. For the purposes of this Section 44, the following definitions shall apply:

(1) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3) The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a

consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 44 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4) References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

ARTICLE XII

NOTICES

Section 45. Notices .

(a) Notice to Stockholders. Written notice to stockholders of stockholder meetings shall be given as provided in Section 7 herein. Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement or contract with such stockholder, and except as otherwise required by law, written notice to stockholders for purposes other than stockholder meetings may be sent by United States mail or nationally recognized overnight courier, or by facsimile, telegraph or telex or by electronic mail or other electronic means.

(b) Notice to Directors. Any notice required to be given to any director may be given by the method stated in subsection (a) or as otherwise provided in these Bylaws. If such notice is not delivered personally, it shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d) Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(e) Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person

shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(f) Notice to Stockholders Sharing an Address. Except as otherwise prohibited under DGCL, any notice given under the provisions of DGCL, the Certificate of Incorporation or the Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have been given if such stockholder fails to object in writing to the corporation within sixty (60) days of having been given notice by the corporation of its intention to send the single notice. Any consent shall be revocable by the stockholder by written notice to the corporation.

ARTICLE XIII

AMENDMENTS

Section 46. Amendments. Subject to the limitations set forth in Section 44(h) of these Bylaws or the provisions of the Certificate of Incorporation, the Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. The stockholders also shall have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, such action by stockholders shall require (a) the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, during the Control Period, or (b) the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

Exhibit 10.19

C ONVERGE O NE H OLDINGS C ORP .

June 16, 2014

John A. McKenna, Jr.

19 Verna Field Road

Fairfield, Connecticut 06430

Re: Employment Terms

Dear John:

On behalf of ConvergeOne Holdings Corp. (the “ Company ”), I am pleased to confirm your employment terms agreement (the “ Agreement ”) with the Company. The effective date of this Agreement (the “ Start Date ”) will be the Closing Date as defined in that certain Stock Purchase Agreement dated May 12, 2014, by and between the C1 Acquisition Corp. and C-1 Holdings, LLC (as amended, modified, or supplemented from time to time in accordance with its terms, the “ Purchase Agreement ”). If the anticipated Transactions (as defined in the Purchase Agreement) do not close and/or the Purchase Agreement is terminated in accordance with its terms, this Agreement will have no effect, will not be binding on the Company (or any of its Affiliates, as defined below) or on you, shall terminate as of the termination of the Purchase Agreement, and neither you nor the Company (or any of its Affiliates) shall have rights or obligations hereunder.

1. Employment Position; Duties. You will be employed as the Company’s President and Chief Executive Officer. In this position, you will report directly to the Company’s Board of Directors (“ Board ”), and you will have those duties and responsibilities as customary for this position and as may be directed by the Board. In addition, after the Start Date you will be designated by the Company’s parent company as the Company’s Chairman of the Board. Your work duties will include work for, or on behalf of, affiliates of the Company, such as its parent, subsidiaries and other group affiliates (together, the “ Affiliates ”). You will work from the Company’s offices in Southport, Connecticut. During your employment, you will devote your full-time best efforts to the business of the Company.

2. Base Salary; Employee Benefits; and Business Expenses .

(a) Salary. Your initial base salary will be paid at the annual rate of $450,000, less standard payroll deductions and tax withholdings. Your base salary will be paid on the Company’s normal payroll schedule. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and position. You will not be eligible for extra payment under the overtime laws.

(b) Benefits. As a regular full-time employee, you will be eligible to participate in the Company’s employee benefits (pursuant to the terms and conditions of the benefit plans and applicable policies), as they may be terminated or changed from time to time within the Company’s discretion.

(c) Business Expenses. Your legitimate and documented business expenses will be reimbursed by the Company as provided under its business expense reimbursement policies.

John A. McKenna, Jr.

June 16, 2014

Page 2

3. Annual Incentive Compensation. In addition to base salary, you will be eligible to earn discretionary incentive compensation (“ Performance Bonus ”) at an annual target amount of one hundred percent (100%) of your base salary at target achievement, based on achievement of individual and corporate performance targets, metrics and/or management-by-objective goals (“ MBOs ”) to be determined in the discretion of, and approved by, the Board or the Compensation Committee thereof. For the remainder of calendar year 2014, you will be eligible to earn the Performance Bonus based on the MBOs in effect for you immediately before the Start Date. The Board will set new MBOs effective for calendar year 2015. The Performance Bonus, if earned, is paid on an annual basis, subject to payroll withholding and deduction, after the close of the fiscal year and after determination by the Board (or the Compensation Committee thereof) of (a) the level of achievement of the applicable individual and corporate performance targets, metrics and/or MBOs, and (b) the amount of the Performance Bonus earned by you (if any). No Performance Bonus is guaranteed and, in addition to the other conditions for earning such compensation, you must remain an employee in good standing of the Company on the scheduled Performance Bonus payment date in order to earn any Performance Bonus. Except as otherwise provided in this Agreement, this Performance Bonus program will be the only incentive compensation, commissions, or other bonus program for which you are eligible.

4. Signing Bonus. You will be eligible for an initial one-time signing bonus in the amount of $64,989.00, less standard payroll deductions and tax withholdings, to be paid to you within your first paycheck following the Start Date and in accordance with the Company’s customary payroll procedures.

5. Management Incentive Fee. You will be eligible to earn an annual management incentive fee in the amount of $32,495.00 (prorated for calendar year 2014), less standard payroll deductions and tax withholdings (“ Management Incentive Fee ”). Any Management Incentive Fee earned shall be paid in the final payroll period of the applicable calendar year and in accordance with the Company’s customary payroll procedures; provided, that you must remain an employee in good standing of the Company on the scheduled payment date in order to earn a Management Incentive Fee for such year. Award of a Management Incentive Fee is not guaranteed in any year and it may be suspended at any time in its entirety or for any year in the discretion of the Board based upon the Company’s financial performance, liquidity position and/or otherwise to comply with certain lender requirements.

6. Equity. You acknowledge and agree that in connection with the Transactions, you have entered into a certain Contribution Agreement, along with C1 Investment Corp., C1 Intermediate Corp., and C1 Acquisition Corp., whereby you will receive Parent Shares in C1 Investment Corp. (as defined in the Contribution Agreement), pursuant to the terms and conditions of the Contribution Agreement. A copy of the Contribution Agreement is attached as Exhibit A .

7. Compliance With Proprietary Information Agreement and Company Policies. As a condition of employment, you shall sign and comply with the Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement (the “ Proprietary Information Agreement ”) which is attached as Exhibit B . In addition, you are expected to follow the Company’s policies and procedures, as modified from time to time within the Company’s discretion, and acknowledge in writing that you have read and understand the Company’s Employee Handbook (and provide additional such acknowledgements as the Handbook may be modified from time to time).

John A. McKenna, Jr.

June 16, 2014

Page 3

8. Protection of Third Party Information and Outside Activities.

(a) Third Party Information. In your work for the Company, you will be expected not to make any unauthorized use or disclosure of any confidential information or materials, including trade secrets, of any former employer or other third party; and not to violate any lawful agreement that you may have with any third party. By signing this Agreement, you represent that you are able to perform your job duties within these guidelines, and you are not in unauthorized possession or control of any confidential documents, information, or other property of any former employer. In addition, you represent that you have disclosed to the Company in writing any agreement you may have with any third party ( e.g ., a former employer) which may limit your ability to perform your duties to the Company or which could present a conflict of interest with the Company, including but not limited to disclosure (and a copy) of any contractual restrictions on solicitations or competitive activities.

(b) Outside Activities. Throughout your employment with the Company, you may engage in civic and not-for-profit activities so long as such activities do not interfere with the performance of your duties hereunder or present a conflict of interest with the Company. Subject to the restrictions set forth herein, and only with prior written disclosure to and consent of the Board, you may engage in other types of business or public activities. The Board may withdraw such consent, if the Board determines, in its sole discretion, that such activities compromise or threaten to compromise the Company’s business interests or conflict with your duties to the Company.

(c) Non-Competition. During your employment by the Company, you will not, without the express written consent of the Board, directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any person or entity engaged in, or planning or preparing to engage in, any Competing Business; provided, however, that you may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. “ Competing Business ” means: (i) any business that is engaged in the business of selling, installing, servicing and maintaining enterprise telephony equipment and communication systems and/or associated software applications, or (ii) any other business in which any of ConvergeOne Holdings Corp. or its Affiliates engages. In addition, you will be subject to certain restrictions (including restrictions continuing after your employment ends) relating to competition and non-solicitation under the terms of your Proprietary Information Agreement.

9. At-Will Employment Relationship. Your employment relationship with the Company is employment at-will. Accordingly, you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company; and the Company may terminate your employment at any time with or without Cause or prior notice. In addition, the Company retains the discretion to modify your other employment terms from time to time, including but not limited to your position, duties, reporting relationship, work location, compensation (including base salary and bonus terms), and benefits.

John A. McKenna, Jr.

June 16, 2014

Page 4

10. Severance Benefits.

(a) Severance Benefits for Qualifying Termination. If (i) your employment is terminated by the Company without Cause (other than due to your death or disability) or by you for Good Reason, and (ii) you satisfy the Release Requirement (defined below), then you will receive the Severance Payments and COBRA Premiums (both as defined below) as your sole severance benefits, and you will not be eligible for severance benefits under any other policy, plan or agreement.

(i) Severance Payments . You will receive severance pay in the form of continuation of your final base salary, and an amount equal to your Performance Bonus at target, for a period of twelve (12) months, subject to required payroll deductions and tax withholdings (the “ Severance Payments ”). Subject to Section 10(e), the Severance Payments shall be made on the Company’s regular payroll schedule in effect following your termination date, with such payments to begin on the first regular payroll date following the Effective Date of the Release. If the Severance Payments do not commence with the first regular payroll date following your termination date because the Effective Date of the Release is later than such first payroll date, the first Severance Payment you receive will be a “catch up” payment in the total amount of the Severance Payments you would have received through such payroll date if such payments had begun with the first payroll date after your termination date.

(ii) COBRA Premiums . If you are eligible for and timely elect continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”), as part of your severance benefits the Company will pay for the full amount of such COBRA premiums for yourself and your covered dependents (on a monthly basis) for a period of up to twelve (12) months following the date of employment termination (“ COBRA Premiums ”); provided, that, if and to the extent that any benefit described in this Section 10(a) is not or cannot be paid or provided under any Company plan or program without penalties or adverse tax consequences to the Company or for any other reason, as determined by the Company in its sole discretion, then the Company shall pay you a fully taxable cash payment equal to the COBRA premium for that month (“ Special Cash Payments ”), subject to applicable tax withholding premiums, for a period of up to twelve (12) months following the date of employment termination; provided, further, that the COBRA Premiums or, if applicable, the Special Cash Payments, shall terminate on the earliest to occur of (A) the close of the twelve (12)-month period following the termination of your employment; (B) the expiration of your (or your dependents’) eligibility for continuation coverage under COBRA; and (C) the date when you become eligible for group health insurance coverage in connection with new employment or self-employment. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA coverage during the twelve (12)-month period following the termination of your employment, you must immediately provide written notice to the Company of such event, and the COBRA Premiums or Special Cash Payments, if applicable, shall immediately cease

(b) Release Requirement. Notwithstanding the foregoing, to be eligible for the Severance Payments and COBRA Premiums or Special Cash Payments pursuant to Section 10(a) above, if applicable, you must satisfy the following release requirement (the “ Release Requirement ”): return to the Company a signed and dated general release of all known and unknown claims in a termination agreement acceptable to the Company (the “ Release and Waiver ”) within the applicable deadline set forth therein, but in no event later than forty-five (45) days following your termination date, and permit the Release and Waiver to become effective and irrevocable in accordance with its terms (such latest

John A. McKenna, Jr.

June 16, 2014

Page 5

permitted date, the “Effective Date” of the Release and Waiver ) . No Severance Payments or COBRA Premiums or Special Cash Payments will be paid hereunder prior to such Effective Date. You may be required by the termination agreement to provide reasonable transitional services as a condition of payment of Severance Payments and COBRA Premiums or Special Cash Payments.

(c) Definition of Cause. For the purposes of this Agreement, “ Cause ” shall have the meaning described in the Contribution Agreement, which is attached as Exhibit A .

(d) Definition of Good Reason. For purposes of this Agreement, you shall have “ Good Reason ” for resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (i) a material reduction in your Base Salary or Performance Bonus target percentage of Base Salary; (ii) except for removal as the Company’s Chairman of the Board, a material reduction in your duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless your new duties are materially reduced from the prior duties; or (iii) relocation of your principal place of employment to a place that increases your one-way commute by more than thirty-five (35) miles as compared to your then-current principal place of employment immediately prior to such relocation. In order for you to resign for Good Reason, each of the following requirements must be met: (iv) you must provide written notice to the Board within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, (v) you must allow the Company at least thirty (30) days from receipt of such written notice (the “ Cure Period ”) to cure such event, (vi) such event is not reasonably cured by the Company within the Cure Period, and (vii) you must resign from all positions you then hold with the Company not later than sixty (60) days after the expiration of the Cure Period.

(e) Other. You will not be eligible for any Severance Payments or COBRA Premiums or Special Cash Payments under any circumstances other than those described herein, including circumstances in which your employment is terminated by the Company for Cause, you terminate your employment for any reason other than Good Reason at any time, or your employment terminates due to your death or disability. In addition, if you materially breach any continuing obligations to the Company or its Affiliates (including but not limited to any material breach of this Agreement or any material breach of the Proprietary Information Agreement) during the period of time that you are receiving any Severance Payments or COBRA Premiums or Special Cash Payments, you will forfeit your entitlement to any then unpaid Severance Payments or COBRA Premiums or Special Cash Payments, and the Company’s obligation to continue to pay or provide such Severance Payments or COBRA Premiums or Special Cash Payments will immediately terminate as of the date of your material breach.

John A. McKenna, Jr.

June 16, 2014

Page 6

thereunder) (“ Separation from Service ”). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A and you are a “specified employee” of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of your Separation from Service, then the payment of any such benefits shall be delayed until the earlier of: (i) the date that is six (6) months and one (1) day after the date of your Separation from Service, or (ii) the date of your death (such date, the “ Delayed Payment Date ”), and the Company (or the successor entity thereto, as applicable) shall (A) pay to you a lump sum amount equal to the sum of the benefit payments that otherwise would have been paid to you on or before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the benefit payments in accordance with any applicable payment schedules set forth for the balance of the period specified herein. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable deadline for you to execute (and not revoke) the applicable Release and Waiver spans two calendar years, your Severance Payments shall commence to be paid in installments on the first regularly scheduled payroll date that occurs in the second calendar year.

11. Dispute Resolution. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company both agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, your employment with the Company, or the termination of your employment with the Company, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted in Southport, Connecticut by JAMS, Inc. (“ JAMS ”) or its successors by a single arbitrator. Both you and the Company acknowledge that by agreeing to this arbitration procedure, you each waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding .

Any such arbitration proceeding will be governed by JAMS’ then applicable rules and procedures for employment disputes, which can be found at http://www.jamsadr.com/rules-clauses/ and which will be provided to you upon request. In any such proceeding, the arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. You and the Company each shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Nothing in this Agreement is intended to prevent either the Company or you from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration pursuant to applicable law. The Company shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law, and shall pay the arbitrator’s fees and any other fees or costs unique to arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

Employee Initials for Section 11: /s/ JM

12. General. This Agreement, along with Exhibit A and Exhibit B, forms the complete and exclusive statement of your agreement with the Company regarding the subject matter hereof. It

John A. McKenna, Jr.

June 16, 2014

Page 7

supersedes and replaces any other agreements or promises made to you by anyone concerning your employment terms, whether oral or written (including but not limited to that certain Employment Agreement between you and the Company dated July 23, 2008, as amended May 12, 2014). This Agreement may not be amended or modified except by a written modification signed by you and a duly authorized officer of the Company, with the exception of those changes expressly reserved to the Company’s discretion in this Agreement. This Agreement is governed by the laws of the state of Connecticut, without reference to conflicts of law principles. If any provision of this Agreement shall be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and such provision will be reformed, construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this Agreement, no waiver of any right hereunder shall be effective unless it is in writing. Any ambiguity in this Agreement shall not be construed against either party as the drafter. This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures.

To confirm your terms of employment, please sign and date this letter and sign and date the Proprietary Information Agreement attached as Exhibit B , and return the fully signed documents to me. Please let me know if you have any questions.

Sincerely,

C ONVERGE O NE H OLDINGS C ORP .


By:		/s/ Behdad Eghbali
		Behdad Eghbali
		Chairman of the Compensation Committee of the Board of Directors


Reviewed, Understood, and Accepted:

/s/ John A. McKenna, Jr.						June 16, 2014
John A. McKenna, Jr.						Date

Exhibit A: Contribution Agreement
Exhibit B: Proprietary Information Agreement

E XHIBIT A

CONTRIBUTION AGREEMENT

E XHIBIT B

PROPRIETARY INFORMATION AGREEMENT

PROPRIETARY INFORMATION, INVENTIONS,

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

In consideration of my employment or continued employment by C ONVERGE O NE H OLDINGS C ORP . , its parent, subsidiaries, affiliates, successors, predecessors, or assigns, as applicable, (collectively, the “ Company ”), the compensation paid to me now and during my employment with the Company, and the equity I will receive pursuant to that certain Contribution Agreement by and among myself and certain affiliates of the Company, I agree to the terms of this P ROPRIETARY I NFORMATION , I NVENTIONS , N ON -C OMPETITION AND N ON -S OLICITATION A GREEMENT (the “ Agreement ”).

1. C ONFIDENTIAL I NFORMATION P ROTECTIONS .

1.1 Nondisclosure; Recognition of Company’s Rights . At all times during and after my employment by Company, I will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except as may be required in connection with my work for Company, or as expressly authorized by the Chief Executive Officer (if I am not the Chief Executive Officer) or Board of Directors of the Company. I will obtain the Board’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to my work at Company and/or incorporates any Confidential Information. I hereby assign to Company any rights I may have or acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.

1.2 Confidential Information. The term “ Confidential Information ” shall mean any and all confidential knowledge, data or information related to Company’s business or its actual or demonstrably anticipated research or development, including without limitation (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding customers and potential customers of the Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by the Company, proposals, bids, contracts and their

contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of the Company and other non-public information relating to customers and potential customers; (c) information regarding any of the Company’s business partners and their services, including names; representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by the Company, and other non-public information relating to business partners; (d) information regarding personnel, employee lists, compensation, and employee skills; and (e) any other non-public information which a competitor of the Company could use to the competitive disadvantage of the Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which is generally known in the trade or industry through no breach of this Agreement or other act or omission by me, and I am free to discuss the terms and conditions of my employment with others to the extent permitted by law.

1.3 Third Party Information. I understand that Company has received and in the future will receive from third parties confidential or proprietary information ( “Third Party Information” ) subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During and after the term of my employment, I will hold Third Party Information known by me, or told to me by Company, to be confidential in strict confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for

B-1.

Company) or use, Third Party Information, except in connection with my work for Company or unless expressly authorized by an officer of Company in writing.

1.4 No Improper Use of Information of Prior Employers and Others. I represent that my employment by Company does not and will not breach any agreement with any former employer, including any noncompete agreement or any agreement to keep in confidence or refrain from using information acquired by me prior to my employment by Company. I further represent that I have not entered into, and will not enter into, any agreement, either written or oral, in conflict with my obligations under this Agreement. During my employment by Company, I will not improperly make use of, or disclose, any information or trade secrets of any former employer or other third party, nor will I bring onto the premises of Company or use any unpublished documents or any property belonging to any former employer or other third party, in violation of any lawful agreements with that former employer or third party. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by Company.

2. I NVENTIONS .

2.1 Definitions. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights in any of the items listed above. The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country. The term “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country.

2.2 Prior Inventions. I have disclosed on Attachment 1 a complete list of all Inventions that (a) I have, or I have caused to be, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of my employment by Company; (b) in which I have an ownership interest or which I have a license to use; (c) and that I wish to have excluded from the scope of this Agreement (collectively referred to as “ Prior Inventions ”). If no Prior Inventions are listed in Attachment 1 , I warrant that there are no Prior Inventions. I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined below) without Company’s prior written consent. If, in the course of my employment with Company, I incorporate a Prior Invention into a Company process, machine or other work, I hereby grant Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention.

2.3 Assignment of Company Inventions. Inventions assigned to the Company or to a third party as directed by the Company pursuant to the subsection titled Government or Third Party are referred to in this Agreement as “ Company Inventions .” Subject to the subsection titled Government or Third Party and except for Inventions that I have set forth in Attachment 1 or as otherwise excluded by law, I hereby assign and agree to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. Any assignment of Inventions (and all Intellectual Property Rights with respect thereto) hereunder

B-2.

includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any Intellectual Property Rights with respect thereto).

2.4 Obligation to Keep Company Informed. During the period of my employment and for one (1) year after my employment ends, I will promptly and fully disclose to Company in writing (a) all Inventions related to Company or Company Intellectual Property Rights and authored, conceived, or reduced to practice by me, either alone or with others, and (b) all patent applications related in any manner to Company Intellectual Property Rights and filed by me or in which I am named as an inventor or co-inventor.

2.5 Government or Third Party . I agree that, as directed by the Company, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular Company Invention.

2.6 Enforcement of Intellectual Property Rights and Assistance. During and after the period of my employment and at Company’s request and expense, I will assist Company in every proper way, including consenting to and joining in any action, to obtain and enforce United States and foreign Intellectual Property Rights and Moral Rights in all countries relating to Company Inventions made by me, in whole or in part, during the period of my employment by Company. If the Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all

other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

2.7 Incorporation of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company.

3. R ECORDS . I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by the Company) of all Inventions made by me during the period of my employment by the Company, which records shall be available to, and remain the sole property of, the Company at all times.

4. N O S OLICITATION OF E MPLOYEES , C ONSULTANTS , C ONTRACTORS , C USTOMERS OR P OTENTIAL C USTOMERS . I agree that during the period of my employment and for the period of one (1) year after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity (with or without compensation), either directly or through others:

4.1 solicit, induce, encourage, or participate in solicitation of, inducement of, or encouragement of any employee, consultant or independent contractor of Company to terminate his or her relationship with Company;

4.2 hire, employ, or engage in business with or attempt to hire, employ, or engage in business with any person employed by Company or who has left the employment of Company within the preceding three (3) months or discuss any potential employment or business association with such person, even if I did not initiate the discussion or seek out the contact;

B-3.

4.3 solicit, induce or attempt to induce any Customer or Potential Customer, or any consultant, vendor or independent contractor with whom I had direct or indirect contact or whose identity I learned as a result of my employment with Company, to terminate, diminish, or materially alter in a manner harmful to Company its relationship with Company; or

4.4 perform services of a substantially similar nature to those performed by the Company, for any Customer or Potential Customer with whom I had direct or indirect contact or whose identity I learned as a result of my employment with Company.

The parties agree that for purposes of this Agreement, a “ Customer or Potential Customer ” is any person or entity who or which, at any time during the one (1) year prior to the date my employment with Company ends, (i) contracted for, was billed for, or received from Company any product, service or process with which I worked directly or indirectly during my employment by Company or about which I acquired Confidential Information or Third Party Information; or (ii) was in contact with me or in contact with any other employee, owner, or agent of Company, of which contact I was or should have been aware, concerning any product, service or process with which I worked directly or indirectly during my employment with Company or about which I acquired Confidential Information or Third Party Information; or (iii) was solicited by Company in an effort in which I was involved or of which I was or should have been aware.

director, manager, member, consultant, adviser, volunteer, or partner to, whether for compensation or not, any entity (including for my own account), that engages in a competing business meaning: (a) any business that is engaged in the business of selling, installing, servicing and maintaining enterprise telephony equipment and communication systems and/or associated software applications, or (b) any other business in which any of ConvergeOne Holdings Corp. or its affiliates, such as the Company’s parent, subsidiaries and other group affiliates, engages.

6. R EASONABLENESS OF R ESTRICTIONS . I agree that I have read Sections 4 and 5 of this Agreement and understand it. I agree that the restrictions contained therein do not prevent me from earning a living or pursuing my career. I agree that those restrictions are reasonable, proper, and necessitated by Company’s legitimate business interests.

7. R ETURN O F C OMPANY P ROPERTY . Upon termination of my employment or upon Company’s request at any other time, I will deliver to Company all of Company’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Inventions, Third Party Information or Confidential Information and certify in writing that I have fully complied with the foregoing obligation. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems and I agree to provide the Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by Company is subject to inspection by Company’s personnel at any

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time with or without notice. Prior to the termination of my employment or promptly after termination of my employment, I will cooperate with Company in attending an exit interview and certify in writing that I have complied with the requirements of this section.

8. N OTIFICATION O F N EW E MPLOYER . If I leave the employ of Company, I consent to the notification of my new employer (or other third party) of my rights and obligations under this Agreement, by Company providing a copy of this Agreement or otherwise.

9. G ENERAL P ROVISIONS .

9.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Connecticut, without giving effect to any conflicts of laws principles that require the application of the law of a different state. I expressly consent to personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.

9.2 Severability. If any provision of this Agreement is, for any reason, held to be ambiguous, invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the ambiguous, invalid or unenforceable provision(s) shall be deemed modified to be valid and enforceable to the maximum extent permitted by law.

9.3 Survival. This Agreement shall survive the termination of my employment and the assignment of this Agreement by Company to any successor or other assignee and shall be binding upon my heirs and legal representatives.

9.4 At-Will Employment . I agree and understand that nothing in this Agreement shall give me any right to continued employment by Company, and it will not interfere in any way with my right or Company’s right to terminate my employment at any time, with or without cause and with or without advance notice.

9.5 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. Each party may change its address for receipt of notice by giving notice of the change to the other party.

9.6 Injunctive Relief . I acknowledge that, because my services are personal and unique and because I will have access to the Confidential Information of Company, any breach of this Agreement by me would cause irreparable injury to Company for which monetary damages would not be an adequate remedy and, therefore, will entitle Company to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

9.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or any other provision on any other occasion.

9.8 Export . I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, in violation of the United States export laws or regulations.

9.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

9.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the

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parties with respect to the subject matter hereof and supersedes and merges all prior communications or agreements between us with respect to such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by me and an authorized officer of the Company. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of

this Agreement. If no other agreement governs nondisclosure and assignment of inventions during any period in which I was previously employed or am in the future employed by Company as an independent contractor, the obligations pursuant to sections of this Agreement titled “Confidential Information Protections” and “Inventions” shall apply.

This Agreement shall be effective as of the first day of my employment with Company, even if signed by me at a later date.


E MPLOYEE : I HAVE READ , UNDERSTAND , AND A CCEPT THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO R EVIEW IT WITH INDEPENDENT LEGAL COUNSEL .		C ONVERGE O NE H OLDINGS C ORP .: A CCEPTED AND AGREED :

/s/ John A. McKenna, Jr.		/s/ Behdad Eghbali
	(Signature)		(Signature)
Print:	John A. McKenna, Jr.	By:	Behdad Eghbali
Title:		Title:	Chairman of the Compensation Committee of the Board of Directors

Date:	June 16, 2014	Date:	June 16, 2014
Address:		Address:

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ATTACHMENT 1

INVENTIONS

Prior Inventions Disclosure. The following is a complete list of all Prior Inventions (as provided in Subsection 2.2 of the attached Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement, defined herein as the “ Agreement ”):


☒		None

☐		See immediately below:

B1-1

Exhibit 10.20

C ONVERGE O NE H OLDINGS C ORP .

June 16, 2014

Jeffrey Nachbor

3344 Highway 149

Eagan, MN 55121

Re: Employment Terms

Dear Jeff:

On behalf of ConvergeOne Holdings Corp. (the “ Company ”), I am pleased to confirm your employment terms agreement (the “ Agreement ”) with the Company. The effective date of this Agreement (the “ Start Date ”) will be the Closing Date as defined in that certain Stock Purchase Agreement dated May 12, 2014, by and between the C1 Acquisition Corp. and C-1 Holdings, LLC (as amended, modified, or supplemented from time to time in accordance with its terms, the “ Purchase Agreement ”). If the anticipated Transactions (as defined in the Purchase Agreement) do not close and/or the Purchase Agreement is terminated in accordance with its terms, this Agreement will have no effect, will not be binding on the Company (or any of its Affiliates) or on you, shall terminate as of the termination of the Purchase Agreement, and neither you nor the Company (or any of its Affiliates, as defined below) shall have rights or obligations hereunder.

1. Employment Position; Duties. You will be employed as the Company’s Chief Financial Officer. In this position, you will report directly to the Company’s Chief Executive Officer, and you will have those duties and responsibilities as customary for this position and as may be directed by the Company’s Chief Executive Officer. Your work duties will include work for, or on behalf of, affiliates of the Company, such as its parent, subsidiaries and other group affiliates (together, the “ Affiliates ”). You will work from the Company’s offices in Eagan, Minnesota. During your employment, you will devote your full-time best efforts to the business of the Company.

2. Base Salary; Employee Benefits; and Business Expenses .

(a) Salary. Your initial base salary will be paid at the annual rate of $350,000, less standard payroll deductions and tax withholdings. Your base salary will be paid on the Company’s normal payroll schedule. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and position. You will not be eligible for extra payment under the overtime laws.

(b) Benefits. You will be eligible for the benefits of such group medical, travel and accident, short and long-term disability and term life insurance, if any, and such other benefits, as the Company shall make generally available from time to time to executive-level employees, pursuant to the terms and conditions of the benefit plans and applicable policies, as they may be terminated or changed from time to time within the Company’s discretion. The foregoing shall not be construed to require the Company to establish such plans or to prevent the modification or termination of such plans once established, and no such action or failure thereof shall affect this Agreement so long as such establishment, modification or termination applies to executive-level employees generally.

Jeffrey Nachbor

June 16, 2014

Page 2

(c) Business Expenses. Your legitimate and documented business expenses will be reimbursed by the Company as provided under its business expense reimbursement policies.

4. Signing Bonus. You will be eligible for an initial one-time signing bonus in the amount of $16,301.00, less standard payroll deductions and tax withholdings, to be paid to you within your first paycheck following the Start Date and in accordance with the Company’s customary payroll procedures.

5. Management Incentive Fee. You will be eligible to earn an annual management incentive fee in the amount of $8,151.00 (prorated for calendar year 2014), less standard payroll deductions and tax withholdings (“ Management Incentive Fee ”). Any Management Incentive Fee earned shall be paid in the final payroll period of the applicable calendar year and in accordance with the Company’s customary payroll procedures; provided, that you must remain an employee in good standing of the Company on the scheduled payment date in order to earn a Management Incentive Fee for such year. Award of a Management Incentive Fee is not guaranteed in any year and it may be suspended at any time in its entirety or for any year in the discretion of the Board based upon the Company’s financial performance, liquidity position and/or otherwise to comply with certain lender requirements.

6. Relocation Bonus; Repayment. You will be eligible during your employment for a one-time relocation bonus in the amount of $75,000.00, less standard payroll deductions and tax withholdings (the “ Relocation Bonus ”). Payment of the Relocation Bonus is contingent upon you selling your current principal residence, which is located at 14107 Manor Drive, Leawood, Kansas (the “ Kansas Home ”). The Relocation Bonus will be due and payable within thirty (30) days after you notify the Company in writing that you have completed the sale of the Kansas Home; provided, that if you terminate your employment with the Company before September 16, 2015, for no reason or for any reason other than Good Reason (as defined below), you are obligated to repay to the Company the Relocation Bonus, in the amount of $75,000, in its entirety, within thirty (30) days of your termination date. If you do not sell the Kansas Home, then this Relocation Bonus shall not become due and payable.

Jeffrey Nachbor

June 16, 2014

Page 3

7. Equity. You acknowledge and agree that in connection with the Transactions, you have entered into a certain Contribution Agreement, along with C1 Investment Corp., C1 Intermediate Corp., and C1 Acquisition Corp., whereby you will receive Parent Shares in C1 Investment Corp. (as defined in the Contribution Agreement), pursuant to the terms and conditions of the Contribution Agreement. A copy of the Contribution Agreement is attached as Exhibit A .

8. Compliance With Proprietary Information Agreement and Company Policies. As a condition of employment, you shall sign and comply with the Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement (the “ Proprietary Information Agreement ”) which is attached as Exhibit B . In addition, you are expected to follow the Company’s policies and procedures, as modified from time to time within the Company’s discretion, and acknowledge in writing that you have read and understand the Company’s Employee Handbook (and provide additional such acknowledgements as the Handbook may be modified from time to time).

9. Protection of Third Party Information and Outside Activities.

Jeffrey Nachbor

June 16, 2014

Page 4

10. At-Will Employment Relationship. Your employment relationship with the Company is employment at-will. Accordingly, you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company; and the Company may terminate your employment at any time with or without Cause or prior notice. In addition, the Company retains the discretion to modify your other employment terms from time to time, including but not limited to your position, duties, reporting relationship, work location, compensation (including base salary and bonus terms), and benefits. Upon termination of your employment for any reason, you will be entitled to (a) payment by the Company of any earned and unpaid base salary, Relocation Bonus, any bonus earned as of termination, benefits (including unused vacation days earned in the calendar year) and other similar amounts that are earned but unpaid as of the termination date, (b) prompt reimbursement of any unpaid or unreimbursed expenses incurred in accordance with Section 2(c) above, (c) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein, and (d) continued rights to indemnification pursuant to Section 12 hereof (collectively, the “ Accrued Obligations ”).

11. Severance Benefits.

(a) Severance Benefits for Qualifying Termination. In addition to the Accrued Obligations, if (i) your employment is terminated by the Company without Cause (other than due to your death or disability) or by you for Good Reason, and (ii) you satisfy the Release Requirement (defined below), then you will receive the Severance Payments (as defined below) as your sole severance benefits, and you will not be eligible for severance benefits under any other policy, plan or agreement. Specifically, you will receive severance pay in the form of continuation of your final base salary for a period of twelve (12) months, subject to required payroll deductions and tax withholdings (the “ Severance Payments ”). Subject to Section 11(e), the Severance Payments shall be made on the Company’s regular payroll schedule in effect following your termination date, with such payments to begin on the first regular payroll date following the Effective Date of the Release. If the Severance Payments do not commence with the first regular payroll date following your termination date because the Effective Date of the Release is later than such first payroll date, the first Severance Payment you receive will be a “catch up” payment in the total amount of the Severance Payments you would have received through such payroll date if such payments had begun with the first payroll date after your termination date.

(b) Release Requirement. Notwithstanding the foregoing, to be eligible for the Severance Payments pursuant to Section 11(a) above, if applicable, you must satisfy the following release requirement (the “ Release Requirement ”): return to the Company a signed and dated general release of all known and unknown claims in a termination agreement acceptable to the Company (the “ Release and Waiver ”) within the applicable deadline set forth therein, but in no event later than forty-five (45) days following your termination date, and permit the Release and Waiver to become effective and irrevocable in accordance with its terms (such latest permitted date, the “Effective Date” of the Release and Waiver ) . No Severance Payments will be paid hereunder prior to such Effective Date. You may be required by the termination agreement to provide reasonable transitional services as a condition of payment of Severance Payments.

Jeffrey Nachbor

June 16, 2014

Page 5

(c) Definition of Cause. For the purposes of this Agreement, “ Cause ” shall have the meaning described in the Contribution Agreement, which is attached as Exhibit A .

(d) Definition of Good Reason. For purposes of this Agreement, you shall have “ Good Reason ” for resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (i) a material reduction in your base salary or Performance Bonus target percentage of base salary, unless pursuant to a compensation reduction program applicable generally to the Company’s senior executives; (ii) a material reduction in your duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless your new duties are materially reduced from the prior duties; or (iii) relocation of your principal place of employment to a place that increases your one-way commute by more than thirty–five (35) miles as compared to your then-current principal place of employment immediately prior to such relocation. In order for you to resign for Good Reason, each of the following requirements must be met: (iv) you must provide written notice to the Company’s Chairman of the Board within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, (v) you must allow the Company at least thirty (30) days from receipt of such written notice (the “ Cure Period ”) to cure such event, (vi) such event is not reasonably cured by the Company within the Cure Period, and (vii) you must resign from all positions you then hold with the Company not later than sixty (60) days after the expiration of the Cure Period.

(e) Other. You will not be eligible for any Severance Payments under any circumstances other than those described herein, including circumstances in which your employment is terminated by the Company for Cause, you terminate your employment for any reason other than Good Reason at any time, or your employment terminates due to your death or disability. In addition, if you materially breach any continuing obligations to the Company or its Affiliates (including but not limited to any material breach of this Agreement or any material breach of the Proprietary Information Agreement) during the period of time that you are receiving any Severance Payments, you will forfeit your entitlement to any then unpaid Severance Payments, and the Company’s obligation to continue to pay or provide such Severance Payments will immediately terminate as of the date of your material breach.

(f) IRS Code Section 409A. All payments provided hereunder are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A of the Internal Revenue Code of 1986 as amended (“ Section 409A ”), such benefits will not commence in connection with your termination of employment unless such termination also qualifies as a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (“ Separation from Service ”). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A and you are a “specified employee” of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of your Separation from Service, then the payment of any such benefits shall be delayed until the earlier of: (i) the date that is six (6) months and one (1) day after the date of your Separation from Service, or (ii) the date of your death (such date, the “ Delayed Payment Date ”), and the Company (or the successor entity thereto, as applicable) shall (A)

Jeffrey Nachbor

June 16, 2014

Page 6

pay to you a lump sum amount equal to the sum of the benefit payments that otherwise would have been paid to you on or before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the benefit payments in accordance with any applicable payment schedules set forth for the balance of the period specified herein. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable deadline for you to execute (and not revoke) the applicable Release and Waiver spans two calendar years, your Severance Payments shall commence to be paid in installments on the first regularly scheduled payroll date that occurs in the second calendar year.

12. Indemnification . The Company shall indemnify you for your acts or omissions within the course and scope of your job responsibilities, as permitted by the laws of the State of Delaware and by the Company’s certificate of incorporation, in each case as in effect at the time of the subject act or omission, including at the election of the Company by coverage under any insurance policy the Company may elect to maintain generally for the benefit of its directors and officers.

13. Dispute Resolution. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company both agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, your employment with the Company, or the termination of your employment with the Company, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted in Eagan, Minnesota by JAMS, Inc. (“ JAMS ”) or its successors by a single arbitrator. Both you and the Company acknowledge that by agreeing to this arbitration procedure, you each waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding .

Any such arbitration proceeding will be governed by JAMS’ then applicable rules and procedures for employment disputes, which can be found at http://www.jamsadr.com/rules-clauses / and which will be provided to you upon request. In any such proceeding, the arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. You and the Company each shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Nothing in this Agreement is intended to prevent either the Company or you from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration pursuant to applicable law. The Company shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law, and shall pay the arbitrator’s fees and any other fees or costs unique to arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

Employee Initials for Section 13: /s/ JN

14. General. This Agreement, along with Exhibit A and Exhibit B, forms the complete and exclusive statement of your agreement with the Company regarding the subject matter hereof. It supersedes and replaces any other agreements or promises made to you by anyone concerning your

Jeffrey Nachbor

June 16, 2014

Page 7

employment terms, whether oral or written (including but not limited to that certain Employment Agreement between you and the Company dated September 7, 2013, as amended May 12, 2014). This Agreement may not be amended or modified except by a written modification signed by you and a duly authorized officer of the Company, with the exception of those changes expressly reserved to the Company’s discretion in this Agreement. This Agreement is governed by the laws of the state of Minnesota, without reference to conflicts of law principles. If any provision of this Agreement shall be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and such provision will be reformed, construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this Agreement, no waiver of any right hereunder shall be effective unless it is in writing. Any ambiguity in this Agreement shall not be construed against either party as the drafter. This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures.

Sincerely,


C ONVERGE O NE H OLDINGS C ORP .

By:		/s/ John A. McKenna, Jr.
		John A. McKenna, Jr.
		Chief Executive Officer


Reviewed, Understood, and Accepted:

/s/ Jeffrey Nachbor				6/17/2014
Jeffrey Nachbor				Date

Exhibit A: Contribution Agreement
Exhibit B: Proprietary Information Agreement

E XHIBIT A

CONTRIBUTION AGREEMENT

E XHIBIT B

PROPRIETARY INFORMATION AGREEMENT

PROPRIETARY INFORMATION, INVENTIONS,

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

1. C ONFIDENTIAL I NFORMATION P ROTECTIONS .

B-1.

Company) or use, Third Party Information, except in connection with my work for Company or unless expressly authorized by an officer of Company in writing.

2. INVENTIONS.

2.3 Assignment of Company Inventions. Subject to Section 2.4 (“Nonassignable Inventions”) and Section 2.5 (“Government or Third Party”), I hereby assign and agree to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. Any assignment of Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral

B-2.

Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any Intellectual Property Rights with respect thereto). Inventions assigned to the Company or its designee are referred to in this Agreement as “ Company Inventions ”.

2.4 Nonassignable Inventions. This Agreement does not apply to any Invention which qualifies fully for protection from assignment to the Company under Section 181.78 of the Minnesota Statutes (“ Section 181.78 ”), or any other specifically applicable state law, regulation, rule or public policy (collectively, with Section 181.78, “ Specific Inventions Law ”). I will advise the Company in the time and manner provided by Section 2.5 (“Obligation to Keep Company Informed”) of any Inventions that I believe meet such provisions.

NOTICE REQUIRED BY SECTION 181.78

ANY ASSIGNMENT OF INVENTIONS REQUIRED BY THIS AGREEMENT DOES NOT APPLY TO AN INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF THE COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON THE EMPLOYEE’S OWN TIME, AND (1) WHICH DOES NOT RELATE (A) DIRECTLY TO THE BUSINESS OF THE COMPANY OR (B) TO THE COMPANY’S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (2) WHICH DOES NOT RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE COMPANY.

2.5 Obligation to Keep Company Informed. During the period of my employment and for one (1) year after my employment ends, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In

addition, I will promptly disclose to

the Company all patent applications filed by me or on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under the provisions of a Specific Inventions Law (including Section 181.78); and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under a Specific Inventions Law (including Section 181.78). I will preserve the confidentiality of any Invention that does not fully qualify for protection under a Specific Inventions Law (including Section 181.78).

2.6 Government or Third Party . I agree that, as directed by the Company, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular Company Invention.

2.7 Enforcement of Intellectual Property Rights and Assistance. During and after the period of my employment and at Company’s request and expense, I will assist Company in every proper way, including consenting to and joining in any action, to obtain and enforce United States and foreign Intellectual Property Rights and Moral Rights in all countries relating to Company Inventions made by me, in whole or in part, during the period of my employment by Company. If the Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

B-3.

2.8 Incorporation of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company.

4. N O S OLICITATION OF E MPLOYEES , C ONSULTANTS , C ONTRACTORS , C USTOMERS OR P OTENTIAL C USTOMERS . I agree that during the period of my employment and for the period of two (2) years after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity (with or without compensation), either directly or through others:

4.3 solicit, induce or attempt to induce any Customer or Potential Customer, or any consultant, vendor or independent contractor with

whom I had direct or indirect contact or whose identity I learned as a result of my employment with Company, to terminate, diminish, or materially alter in a manner harmful to Company its relationship with Company; or

5. N ON -C OMPETITION . I agree that for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by the Company, I will not perform services for, or in any way manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected to as an employee, shareholder, director, manager, member, consultant, adviser, volunteer, or partner to, whether for compensation or not, any entity (including for my own account), that engages in a competing business meaning: (a) any business that is engaged in the business of selling, installing, servicing and maintaining enterprise

B-4.

telephony equipment and communication systems and/or associated software applications, or (b) any other business in which any of ConvergeOne Holdings Corp. or its affiliates, such as the Company’s parent, subsidiaries and other group affiliates, engages.

9. G ENERAL P ROVISIONS .

9.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Minnesota, without giving effect to any conflicts of laws principles that require the application of the law of a different state. I expressly consent to personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.

9.5 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature

B-5.

page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. Each party may change its address for receipt of notice by giving notice of the change to the other party.

9.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or any other provision on any other occasion.

9.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior communications or agreements between us with respect to such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by me and an authorized officer of the Company. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. If no other agreement governs nondisclosure and assignment of inventions during any period in which I was previously employed or am in the future employed by Company as an independent contractor, the obligations pursuant to sections of this Agreement titled “Confidential Information Protections” and “Inventions” shall apply.

B-6.

This Agreement shall be effective as of the first day of my employment with Company, even if signed by me at a later date.


E MPLOYEE : I HAVE READ , UNDERSTAND , AND A CCEPT THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO R EVIEW IT WITH INDEPENDENT LEGAL COUNSEL .		C ONVERGE O NE H OLDINGS C ORP . : A CCEPTED AND AGREED :

/s/ Jeffrey Nachbor		/s/ John A. McKenna, Jr.
(Signature)		(Signature)
Print:	Jeffrey Nachbor	By:	John A. McKenna, Jr.
Title:	CFO	Title:	President and Chief Executive Officer

Date: 6/16/2014		Date: June 16, 2014
Address:		Address:

B-7.

ATTACHMENT 1

INVENTIONS


☒		None

☐		See immediately below:

B1-1

Exhibit 10.21

C ONVERGE O NE H OLDINGS C ORP .

June 16, 2014

John Lyons

66 Vine Road

Larchmont, New York 10538

Re: Employment Terms

Dear John:

On behalf of ConvergeOne Holdings Corp. (the “ Company ”), I am pleased to confirm your employment terms agreement (the “ Agreement ”) with the Company. The effective date of this Agreement (the “ Start Date ”) will be the Closing Date as defined in that certain Stock Purchase Agreement dated May 12, 2014, by and between the C1 Acquisition Corp. and C-1 Holdings, LLC (as amended, modified, or supplemented from time to time in accordance with its terms, the “ Purchase Agreement ”). If the anticipated Transactions (as defined in the Purchase Agreement) do not close and/or the Purchase Agreement is terminated in accordance with its terms, this Agreement will have no effect, will not be binding on the Company (or any of its Affiliates) or on you, shall terminate as of the termination of the Purchase Agreement, and neither you nor the Company (or any of its Affiliates, as defined below) shall have rights or obligations hereunder.

1. Employment Position; Duties. You will be employed as the President and Chief Executive Officer of North American Communications Resource, Inc., a subsidiary of the Company. In this position, you will report directly to the Company’s Chief Executive Officer, and you will have those duties and responsibilities as customary for this position and as may be directed by the Company’s Chief Executive Officer. Your work duties will include work for, or on behalf of, affiliates of the Company, such as its parent, subsidiaries and other group affiliates (together, the “ Affiliates ”). You will work from the Company’s offices in Larchmont, New York. During your employment, you will devote your full-time best efforts to the business of the Company.

2. Base Salary; Employee Benefits; and Business Expenses.

(a) Salary. Your initial base salary will be paid at the annual rate of $330,000, less standard payroll deductions and tax withholdings. Your base salary will be paid on the Company’s normal payroll schedule. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and position. You will not be eligible for extra payment under the overtime laws.

(c) Business Expenses. Your legitimate and documented business expenses will be reimbursed by the Company as provided under its business expense reimbursement policies.

John Lyons

June 16, 2014

Page 2

4. Signing Bonus. You will be eligible for an initial one-time signing bonus in the amount of $23,326.00, less standard payroll deductions and tax withholdings, to be paid to you within your first paycheck following the Start Date and in accordance with the Company’s customary payroll procedures.

5. Management Incentive Fee. You will be eligible to earn an annual management incentive fee in the amount of $11,663.00 (prorated for calendar year 2014), less standard payroll deductions and tax withholdings (“ Management Incentive Fee ”). Any Management Incentive Fee earned shall be paid in the final payroll period of the applicable calendar year and in accordance with the Company’s customary payroll procedures; provided, that you must remain an employee in good standing of the Company on the scheduled payment date in order to earn a Management Incentive Fee for such year. Award of a Management Incentive Fee is not guaranteed in any year and it may be suspended at any time in its entirety or for any year in the discretion of the Board based upon the Company’s financial performance, liquidity position and/or otherwise to comply with certain lender requirements.

7. Compliance With Proprietary Information Agreement and Company Policies. As a condition of employment, you shall sign and comply with the Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement (the “ Proprietary Information Agreement ”) which is attached as Exhibit B . In addition, you are expected to follow the Company’s policies and procedures, as modified from time to time within the Company’s discretion, and acknowledge in writing that you have read and understand the Company’s Employee Handbook (and provide additional such acknowledgements as the Handbook may be modified from time to time).

John Lyons

June 16, 2014

Page 3

8. Protection of Third Party Information and Outside Activities.

John Lyons

June 16, 2014

Page 4

10. Severance Benefits.

(a) Severance Benefits for Qualifying Termination. If (i) your employment is terminated by the Company without Cause (other than due to your death or disability), and (ii) you satisfy the Release Requirement (defined below), then you will receive the Severance Payments (as defined below) as your sole severance benefits, and you will not be eligible for severance benefits under any other policy, plan or agreement. Specifically, you will receive severance pay in the form of continuation of your final base salary for a period of twelve (12) months, subject to required payroll deductions and tax withholdings (the “ Severance Payments ”). Subject to Section 10(e), the Severance Payments shall be made on the Company’s regular payroll schedule in effect following your termination date, with such payments to begin on the first regular payroll date following the Effective Date of the Release. If the Severance Payments do not commence with the first regular payroll date following your termination date because the Effective Date of the Release is later than such first payroll date, the first Severance Payment you receive will be a “catch up” payment in the total amount of the Severance Payments you would have received through such payroll date if such payments had begun with the first payroll date after your termination date.

(b) Release Requirement. Notwithstanding the foregoing, to be eligible for the Severance Payments pursuant to Section 10(a) above, if applicable, you must satisfy the following release requirement (the “ Release Requirement ”): return to the Company a signed and dated general release of all known and unknown claims in a termination agreement acceptable to the Company (the “ Release and Waiver ”) within the applicable deadline set forth therein, but in no event later than forty-five (45) days following your termination date, and permit the Release and Waiver to become effective and irrevocable in accordance with its terms (such latest permitted date, the “Effective Date” of the Release and Waiver ) . No Severance Payments will be paid hereunder prior to such Effective Date. You may be required by the termination agreement to provide reasonable transitional services as a condition of payment of Severance Payments.

(c) Definition of Cause. For the purposes of this Agreement, “ Cause ” shall have the meaning described in the Contribution Agreement, which is attached as Exhibit A .

(d) Other. You will not be eligible for any Severance Payments under any circumstances other than those described herein, including circumstances in which your employment is terminated by the Company for Cause, you terminate your employment for any reason at any time, or your employment terminates due to your death or disability. In addition, if you materially breach any continuing obligations to the Company or its Affiliates (including but not limited to any material breach of this Agreement or any material breach of the Proprietary Information Agreement) during the period of time that you are receiving any Severance Payments, you will forfeit your entitlement to any then unpaid Severance Payments, and the Company’s obligation to continue to pay or provide such Severance Payments will immediately terminate as of the date of your material breach.

John Lyons

June 16, 2014

Page 5

Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (“ Separation from Service ”). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A and you are a “specified employee” of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of your Separation from Service, then the payment of any such benefits shall be delayed until the earlier of: (i) the date that is six (6) months and one (1) day after the date of your Separation from Service, or (ii) the date of your death (such date, the “ Delayed Payment Date ”), and the Company (or the successor entity thereto, as applicable) shall (A) pay to you a lump sum amount equal to the sum of the benefit payments that otherwise would have been paid to you on or before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the benefit payments in accordance with any applicable payment schedules set forth for the balance of the period specified herein. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable deadline for you to execute (and not revoke) the applicable Release and Waiver spans two calendar years, your Severance Payments shall commence to be paid in installments on the first regularly scheduled payroll date that occurs in the second calendar year.

11. Dispute Resolution. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company both agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, your employment with the Company, or the termination of your employment with the Company, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted in Larchmont, New York by JAMS, Inc. (“ JAMS ”) or its successors by a single arbitrator. Both you and the Company acknowledge that by agreeing to this arbitration procedure, you each waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding .

Employee Initials for Section 11: /s/ JFL

John Lyons

June 16, 2014

Page 6

12. General. This Agreement, along with Exhibit A and Exhibit B, forms the complete and exclusive statement of your agreement with the Company regarding the subject matter hereof. It supersedes and replaces any other agreements or promises made to you by anyone concerning your employment terms, whether oral or written (including but not limited to that certain offer letter agreement between you and ConvergeOne dated May 14, 2010). This Agreement may not be amended or modified except by a written modification signed by you and a duly authorized officer of the Company, with the exception of those changes expressly reserved to the Company’s discretion in this Agreement. This Agreement is governed by the laws of the state of New York, without reference to conflicts of law principles. If any provision of this Agreement shall be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and such provision will be reformed, construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this Agreement, no waiver of any right hereunder shall be effective unless it is in writing. Any ambiguity in this Agreement shall not be construed against either party as the drafter. This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures.

Sincerely,


C ONVERGE O NE H OLDINGS C ORP .

By:		/s/ John A. McKenna, Jr.
		John A. McKenna, Jr.
		Chief Executive Officer


Reviewed, Understood, and Accepted:

/s/ John F. Lyons						June 16, 2014
John Lyons						Date

Exhibit A: Contribution Agreement
Exhibit B: Proprietary Information Agreement

E XHIBIT A

CONTRIBUTION AGREEMENT

E XHIBIT B

PROPRIETARY INFORMATION AGREEMENT

PROPRIETARY INFORMATION, INVENTIONS,

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

1. C ONFIDENTIAL I NFORMATION P ROTECTIONS .

B-1.

Company) or use, Third Party Information, except in connection with my work for Company or unless expressly authorized by an officer of Company in writing.

2. I NVENTIONS .

B-2.

other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

B-3.

B-4.

9. G ENERAL P ROVISIONS .

9.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different state. I expressly consent to personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.

9.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or any other provision on any other occasion.

9.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the

B-5.

This Agreement shall be effective as of the first day of my employment with Company, even if signed by me at a later date.


E MPLOYEE : I HAVE READ , UNDERSTAND , AND A CCEPT THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO R EVIEW IT WITH INDEPENDENT LEGAL COUNSEL .		C ONVERGE O NE H OLDINGS C ORP .: A CCEPTED AND AGREED :

/s/ John F. Lyons		/s/ John A. McKenna, Jr.
	(Signature)		(Signature)
Print:	John Lyons	By:	John A. McKenna, Jr.
Title:	Pres NACR	Title:	President and Chief Executive Officer

Date:	June 16, 2014	Date:	June 16, 2014
Address:		Address:

B-6.

ATTACHMENT 1

INVENTIONS


☒		None

☐		See immediately below:

/s/ John F. Lyons

B1-1

Exhibit 10.22

C ONVERGE O NE H OLDINGS C ORP .

June 16, 2014

Paul Maier

160 Hillcrest Road

Marshfield, Massachusetts 02050

Re: Employment Terms

Dear Paul:

On behalf of ConvergeOne Holdings Corp. (the “ Company ”), I am pleased to confirm your employment terms agreement (the “ Agreement ”) with the Company. The effective date of this Agreement (the “ Start Date ”) will be the Closing Date as defined in that certain Stock Purchase Agreement dated May 12, 2014, by and between the C1 Acquisition Corp. and C-1 Holdings, LLC (as amended, modified, or supplemented from time to time in accordance with its terms, the “ Purchase Agreement ”). If the anticipated Transactions (as defined in the Purchase Agreement) do not close and/or the Purchase Agreement is terminated in accordance with its terms, this Agreement will have no effect, will not be binding on the Company (or any of its Affiliates) or on you, shall terminate as of the termination of the Purchase Agreement, and neither you nor the Company (or any of its Affiliates, as defined below) shall have rights or obligations hereunder.

1. Employment Position; Duties. You will be employed as the President of ConvergeOne Technologies, ConvergeOne Program Management, and ConvergeOne Technology Consulting, each an Affiliate of the Company, and in these positions, you will report directly to the Company’s Chief Executive Officer. You will also hold the position of Senior Vice President of Product Development of the Company’s subsidiary North American Communications Resource, Inc. (“ NACR ”), and in this position, you will report directly to NACR’s President and Chief Executive Officer. You will have those duties and responsibilities as customary for these positions and as may be directed by the Company’s Chief Executive Officer and the Chief Executive Officer of NACR. Your work duties will include work for, or on behalf of, affiliates of the Company, such as its parent, subsidiaries and other group affiliates (together, the “ Affiliates ”). You will work from the Company’s offices in Marshfield, Massachusetts. During your employment, you will devote your full-time best efforts to the business of the Company.

2. Base Salary; Employee Benefits; and Business Expenses .

(a) Salary. Your initial base salary will be paid at the annual rate of $247,500, less standard payroll deductions and tax withholdings. Your base salary will be paid on the Company’s normal payroll schedule. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and position. You will not be eligible for extra payment under the overtime laws.

Paul Maier

June 16, 2014

Page 2

(c) Business Expenses. Your legitimate and documented business expenses will be reimbursed by the Company as provided under its business expense reimbursement policies.

3. Annual Incentive Compensation. In addition to base salary, you will be eligible to earn discretionary incentive compensation (“ Performance Bonus ”) at an annual target amount of one hundred percent (100%) of your base salary at target achievement, based on achievement of individual and corporate performance targets, metrics and/or management-by-objective goals (“ MBOs ”) to be determined in the discretion of, and approved by, the Board or the Compensation Committee thereof. For the remainder of calendar year 2014, you will be eligible to earn the Performance Bonus based on the MBOs in effect for you immediately before the Start Date. The Board will set new MBOs effective for calendar year 2015. The Performance Bonus, if earned, is paid on an annual basis, subject to payroll withholding and deduction, after the close of the fiscal year and after determination by the Board (or the Compensation Committee thereof) of (a) the level of achievement of the applicable individual and corporate performance targets, metrics and/or MBOs, and (b) the amount of the Performance Bonus earned by you (if any). No Performance Bonus is guaranteed and, in addition to the other conditions for earning such compensation, you must remain an employee in good standing of the Company on the scheduled Performance Bonus payment date in order to earn any Performance Bonus. This Performance Bonus program will be the only incentive compensation, commissions, or other bonus program for which you are eligible.

4. Equity. You acknowledge and agree that in connection with the Transactions, you have entered into a certain Contribution Agreement, along with C1 Investment Corp., C1 Intermediate Corp., and C1 Acquisition Corp., whereby you will receive Parent Shares in C1 Investment Corp. (as defined in the Contribution Agreement), pursuant to the terms and conditions of the Contribution Agreement. A copy of the Contribution Agreement is attached as Exhibit A .

5. Compliance With Proprietary Information Agreement and Company Policies. As a condition of employment, you shall sign and comply with the Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement (the “ Proprietary Information Agreement ”) which is attached as Exhibit B . In addition, you are expected to follow the Company’s policies and procedures, as modified from time to time within the Company’s discretion, and acknowledge in writing that you have read and understand the Company’s Employee Handbook (and provide additional such acknowledgements as the Handbook may be modified from time to time).

6. Protection of Third Party Information and Outside Activities.

Paul Maier

June 16, 2014

Page 3

represent that you have disclosed to the Company in writing any agreement you may have with any third party ( e.g ., a former employer) which may limit your ability to perform your duties to the Company or which could present a conflict of interest with the Company, including but not limited to disclosure (and a copy) of any contractual restrictions on solicitations or competitive activities.

7. At-Will Employment Relationship. Your employment relationship with the Company is employment at-will. Accordingly, you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company; and the Company may terminate your employment at any time with or without Cause or prior notice. In addition, the Company retains the discretion to modify your other employment terms from time to time, including but not limited to your position, duties, reporting relationship, work location, compensation (including base salary and bonus terms), and benefits.

8. Severance Benefits.

Paul Maier

June 16, 2014

Page 4

date, with such payments to begin on the first regular payroll date following the Effective Date of the Release. If the Severance Payments do not commence with the first regular payroll date following your termination date because the Effective Date of the Release is later than such first payroll date, the first Severance Payment you receive will be a “catch up” payment in the total amount of the Severance Payments you would have received through such payroll date if such payments had begun with the first payroll date after your termination date.

(b) Release Requirement. Notwithstanding the foregoing, to be eligible for the Severance Payments pursuant to Section 8(a) above, if applicable, you must satisfy the following release requirement (the “ Release Requirement ”): return to the Company a signed and dated general release of all known and unknown claims in a termination agreement acceptable to the Company (the “ Release and Waiver ”) within the applicable deadline set forth therein, but in no event later than forty-five (45) days following your termination date, and permit the Release and Waiver to become effective and irrevocable in accordance with its terms (such latest permitted date, the “Effective Date” of the Release and Waiver ) . No Severance Payments will be paid hereunder prior to such Effective Date. You may be required by the termination agreement to provide reasonable transitional services as a condition of payment of Severance Payments.

(c) Definition of Cause. For the purposes of this Agreement, “ Cause ” shall have the meaning described in the Contribution Agreement, which is attached as Exhibit A .

(e) IRS Code Section 409A. All payments provided hereunder are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A of the Internal Revenue Code of 1986 as amended (“ Section 409A ”), such benefits will not commence in connection with your termination of employment unless such termination also qualifies as a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (“ Separation from Service ”). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A and you are a “specified employee” of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of your Separation from Service, then the payment of any such benefits shall be delayed until the earlier of: (i) the date that is six (6) months and one (1) day after the date of your Separation from Service, or (ii) the date of your death (such date, the “ Delayed Payment Date ”), and the Company (or the successor entity thereto, as applicable) shall (A)

Paul Maier

June 16, 2014

Page 5

9. Dispute Resolution. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company both agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, your employment with the Company, or the termination of your employment with the Company, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted in Marshfield, Massachusetts by JAMS, Inc. (“ JAMS ”) or its successors by a single arbitrator. Both you and the Company acknowledge that by agreeing to this arbitration procedure, you each waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding .

Employee Initials for Section 9: /s/ PM

10. General. This Agreement, along with Exhibit A and Exhibit B, forms the complete and exclusive statement of your agreement with the Company regarding the subject matter hereof. It supersedes and replaces any other agreements or promises made to you by anyone concerning your employment terms, whether oral or written (including but not limited to that certain offer letter agreement between you and ConvergeOne dated August 23, 2012). This Agreement may not be amended or modified except by a written modification signed by you and a duly authorized officer of the Company, with the exception of those changes expressly reserved to the Company’s discretion in this Agreement. This Agreement is governed by the laws of the Commonwealth of Massachusetts,

Paul Maier

June 16, 2014

Page 6

without reference to conflicts of law principles. If any provision of this Agreement shall be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and such provision will be reformed, construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this Agreement, no waiver of any right hereunder shall be effective unless it is in writing. Any ambiguity in this Agreement shall not be construed against either party as the drafter. This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures.

Sincerely,


C ONVERGE O NE H OLDINGS C ORP .

By:		/s/ John A. McKenna, Jr.
		John A. McKenna, Jr.
		Chief Executive Officer


Reviewed, Understood, and Accepted:

/s/ Paul Maier				June 16, 2014
Paul Maier				Date

Exhibit A: Contribution Agreement
Exhibit B: Proprietary Information Agreement

E XHIBIT A

CONTRIBUTION AGREEMENT

E XHIBIT B

PROPRIETARY INFORMATION AGREEMENT

PROPRIETARY INFORMATION, INVENTIONS,

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

1. C ONFIDENTIAL I NFORMATION P ROTECTIONS .

B-1.

Company) or use, Third Party Information, except in connection with my work for Company or unless expressly authorized by an officer of Company in writing.

2. I NVENTIONS .

B-2.

other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

B-3.

B-4.

9. G ENERAL P ROVISIONS .

9.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, without giving effect to any conflicts of laws principles that require the application of the law of a different state. I expressly consent to personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.

9.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or any other provision on any other occasion.

9.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the

B-5.

This Agreement shall be effective as of the first day of my employment with Company, even if signed by me at a later date.


E MPLOYEE : I HAVE READ , UNDERSTAND , AND A CCEPT THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO R EVIEW IT WITH INDEPENDENT LEGAL COUNSEL .		C ONVERGE O NE H OLDINGS C ORP . : A CCEPTED AND AGREED :

/s/ Paul Maier		/s/ John A. McKenna, Jr.
(Signature)		(Signature)
Print:	Paul Maier	By:	John A. McKenna, Jr.
Title:		Title:	President and Chief Executive Officer

Date: June 16, 2014		Date: June 16, 2014
Address:		Address:

B-6.

ATTACHMENT 1

INVENTIONS


☒		None

☐		See immediately below:

B1-1

Exhibit 10.24

Execution Version

REVOLVING LOAN CREDIT AGREEMENT

dated as of June 20, 2017,

among

C1 INTERMEDIATE CORP.,

as Holdings

CONVERGEONE HOLDINGS CORP.,

as the Lead Borrower,

CONVERGEONE, INC., as a Borrower,

The other Borrowers from time to time party thereto

as Borrowers

THE LENDERS PARTY HERETO

and

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC,

as Administrative Agent and Collateral Agent under the Revolving Facility

WELLS FARGO BANK, N.A.,

as Lead Arranger and Bookrunner

and

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC,

as Floorplan Funding Agent

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			1

Section 1.01.	Defined Terms		1
Section 1.02.	Terms Generally		66
Section 1.03.	Classification of Loans and Borrowings		67
Section 1.04.	Rounding		67
Section 1.05.	References to Agreements and Laws		67
Section 1.06.	Times of Day		67
Section 1.07.	Timing of Payment or Performance		68
Section 1.08.	Pro Forma Calculations		68
Section 1.09.	Leases		69
Section 1.10.	Lead Borrower		69
Section 1.11.	Limited Conditions Transactions		70
Section 1.12.	Basket Amounts and Application of Multiple Relevant Provisions		71
Section 1.13.	Certifications		71

ARTICLE II THE CREDITS			71

Section 2.01.	Commitments		71
Section 2.02.	Revolving Loans and Borrowings; Funding of Borrowings		72
Section 2.03.	Requests for Revolving Borrowings		73
Section 2.04.	Repayment of Loans; Evidence of Debt		73
Section 2.05.	Fees		74
Section 2.06.	Interest on Loans; Floorplan Advances		75
Section 2.07.	Default Interest		76
Section 2.08.	Alternate Rate of Interest		76
Section 2.09.	Termination and Reduction of Commitments		77
Section 2.10.	Conversion and Continuation of Borrowings		78
Section 2.11.	[Intentionally Reserved]		79
Section 2.12.	Optional Prepayments		79
Section 2.13.	Mandatory Prepayments		79
Section 2.14.	Reserve Requirements; Change in Circumstances		79
Section 2.15.	Change in Legality		81
Section 2.16.	Indemnity		82
Section 2.17.	Pro Rata Treatment; Intercreditor Agreements		82
Section 2.18.	Sharing of Setoffs		85
Section 2.19.	Payments		85
Section 2.20.	Taxes		86
Section 2.21.	Assignment of Commitments Under Certain Circumstances; Duty to Mitigate		89
Section 2.22.	Swingline Loans		90
Section 2.23.	Letters of Credit		92
Section 2.24.	Revolving Commitment Increase		96


Section 2.25.	Protective Advances	98
Section 2.26.	Floorplan	98
Section 2.27.	Defaulting Lenders	99
Section 2.28.	Banking Services and Hedging Obligations	102
Section 2.29.	Procedure for Borrowing and Funding Floorplan Obligations	102
Section 2.30.	Settlement	105
Section 2.31.	Maintenance of Loan Account; Statements of Obligations; Transaction Statement	107
Section 2.32.	Extended Loans	108

ARTICLE III REPRESENTATIONS AND WARRANTIES		110

Section 3.01.	Organization; Powers	110
Section 3.02.	Authorization	111
Section 3.03.	Enforceability	111
Section 3.04.	Governmental Approvals	111
Section 3.05.	Financial Statements	111
Section 3.06.	No Material Adverse Change	112
Section 3.07.	Title to Properties	112
Section 3.08	Subsidiaries	112
Section 3.09	Litigation; Compliance with Laws	112
Section 3.10	Federal Reserve Regulations	112
Section 3.11	Investment Company Act	112
Section 3.12	Taxes	113
Section 3.13	No Material Misstatements	113
Section 3.14	Benefit Plans	113
Section 3.15	Environmental Matters	113
Section 3.16	Security Documents	114
Section 3.17	[Reserved]	114
Section 3.18	Labor Matters	114
Section 3.19	Solvency	114
Section 3.20	Intellectual Property	114
Section 3.21	Subordination of Junior Financing	115
Section 3.22	Anti-Terrorism; OFAC; FCPA	115

ARTICLE IV CONDITIONS OF LENDING		115

Section 4.01	All Credit Events	115
Section 4.02	Conditions Precedent	116

ARTICLE V AFFIRMATIVE COVENANTS		117

Section 5.01	Existence; Compliance with Laws; Businesses and Properties	117
Section 5.02	Insurance	118
Section 5.03	Taxes	119
Section 5.04	Financial Statements, Reports, etc.	119
Section 5.05	Notices	123
Section 5.06	Information Regarding Collateral	123
Section 5.07	Maintaining Records; Access to Properties and Inspections	123


Section 5.08	Use of Proceeds	124
Section 5.09	Further Assurances	124
Section 5.10	Mortgaged Properties	127
Section 5.11	Designation of Subsidiaries	127
Section 5.12	Credit Ratings	128
Section 5.13	Appraisals and Field Exams	129
Section 5.14	Post-Closing Collateral Arrangements	129
Section 5.15	Unbilled Accounts Recordkeeping	129
Section 5.16	Quarterly Lender Calls	129

ARTICLE VI NEGATIVE COVENANTS		130

Section 6.01	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	130
Section 6.02	Liens	136
Section 6.03	Restricted Payments	136
Section 6.04	Fundamental Changes	142
Section 6.05	Dispositions	144
Section 6.06	Transactions with Affiliates	146
Section 6.07	Restrictive Agreements	149
Section 6.08	Business of the Borrowers and Borrowers’ Restricted Subsidiaries	151
Section 6.09	Modification of Junior Financing Documentation	151
Section 6.10	Changes in Fiscal Year	151
Section 6.11	Permitted Activities	151
Section 6.12	Hedging Agreements	152
Section 6.13	Minimum Fixed Charge Coverage Ratio	152
Section 6.14	Restriction on Proceeds	153
Section 6.15	Bundled Solutions Cash	153

ARTICLE VII EVENTS OF DEFAULT		153

Section 7.01	Events of Default	153
Section 7.02	Right to Cure	156

ARTICLE VIII THE AGENTS		157

Section 8.01	Agents	157
Section 8.02	Credit Bidding	161

ARTICLE IX MISCELLANEOUS		162

Section 9.01	Notices	162
Section 9.02	Survival of Agreement	164
Section 9.03	Binding Effect	164
Section 9.04	Successors and Assigns	164
Section 9.05	Expenses; Indemnity	169
Section 9.06	Right of Setoff; Payments Set Aside	172
Section 9.07	Applicable Law	172

iii


Section 9.08	Waivers; Amendment	173
Section 9.09	Interest Rate Limitation	175
Section 9.10	Entire Agreement	176
Section 9.11	WAIVER OF JURY TRIAL	176
Section 9.12	Severability	176
Section 9.13	Counterparts	176
Section 9.14	Headings	176
Section 9.15	Jurisdiction; Consent to Service of Process	177
Section 9.16	Confidentiality	177
Section 9.17	No Advisory or Fiduciary Responsibility	178
Section 9.18	Release of Collateral	179
Section 9.19	USA PATRIOT Act Notice	179
Section 9.20	Lender Action	179
Section 9.21	Intercreditor Agreement	180
Section 9.22	Amendment and Restatement	180
Section 9.23	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	180

SCHEDULES


Schedule 1.01(a)	–	Subsidiary Guarantors
Schedule 1.01(e)	–	Existing Investments
Schedule 2.01	–	Lenders and Commitments
Schedule 3.08	–	Subsidiaries
Schedule 3.09	–	Litigation
Schedule 3.15	–	Environmental Matters
Schedule 3.18	–	Labor Matters
Schedule 3.20	–	Intellectual Property
Schedule 5.14	–	Post-Closing Matters
Schedule 6.01	–	Existing Indebtedness
Schedule 6.02	–	Existing Liens

EXHIBITS

Exhibit A	–	Form of Administrative Questionnaire
Exhibit B	–	Form of Assignment and Acceptance
Exhibit C-1	–	Form of Borrowing Base Certificate
Exhibit C-2	–	Form of Borrowing Request
Exhibit D	–	Form of Guarantee and Collateral Agreement
Exhibit E	–	Form of Non-Bank Certificate
Exhibit F-1	–	Form of Trademark Security Agreement
Exhibit F-2	–	Form of Patent Security Agreement
Exhibit F-3	–	Form of Copyright Security Agreement
Exhibit G	–	Form of Revolving Note

REVOLVING LOAN CREDIT AGREEMENT

This REVOLVING LOAN CREDIT AGREEMENT, dated as of June 20, 2017 (this “ Agreement ”), is entered into by and among C1 INTERMEDIATE CORP., a Delaware corporation (“ Holdings ”), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the “ Lead Borrower ”), CONVERGEONE, INC., a Minnesota corporation (“ ConvergeOne ”), the other Borrowers party hereto from time to time as Borrowers (together with the Lead Borrower and ConvergeOne, each a “ Borrower ” and collectively, the “ Borrowers ”), the Lenders (as defined herein), WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“ CDF ”), as Administrative Agent (as defined herein) for the Lenders (as defined herein), CDF, as Collateral Agent, (as defined herein), WELLS FARGO BANK, N.A., as Arranger and Bookrunner (each as defined herein) and CDF as Floorplan Funding Agent (as defined herein). Capitalized terms used herein has the meanings set forth in Article I .

RECITALS

A. ConvergeOne and CDF entered into that certain Second Amended and Restated Inventory Financing Agreement dated as of March 27, 2017 (the “ Existing Floorplan Agreemen t ”) pursuant to which CDF extended credit in the form of Floorplan Loans (as such terms are defined in the Existing Floorplan Agreement) from time to time in an aggregate principal amount at any time outstanding not in excess of $65,000,000.

B. The Borrowers have requested, and the Administrative Agent and Lenders (as defined below) have agreed to (i) extend credit to the Borrowers in the form of a senior secured revolving loan facility consisting of $150,000,000 aggregate principal amount of Revolving Loans (as defined below) pursuant to the terms of, and subject to the conditions set forth in, this Agreement and (ii) amend and restate the Existing Floorplan Agreement herein in order for the Floorplan Funding Agent to extend credit in the form of Floorplan Advances, in an aggregate principal amount at any time outstanding not in excess of 150,000,000.

C. The Lenders and the Floorplan Funding Agent, as applicable, are willing to extend such credit on 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:

“ AB L Priority Collateral ” has the meaning assigned to such term in the Intercreditor Agreement.

“ AB R ”, 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.

“ Ac count ” has the meaning assigned to such term in the Guarantee and Collateral Agreement.

“ Ac count Debtor ” means any Person obligated on an Account.

“ Ac counts Reserve ” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, the Dilution Reserve and such other reserves as the Administrative Agent determines in its Permitted Discretion, based on any material facts or circumstances which arise after the Closing Date or which otherwise first become known to the Administrative Agent and the Collateral Agent after the Closing Date, as being appropriate with respect to the determination of the collectability of Eligible Accounts.

“ Ac quired Indebtedness ” means, with respect to any specified Person, (a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Ad ditional Lender ” has the meaning assigned to such term in Section 2. 24(a) .

“ Ad justed LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period or for the purposes of the determination of the Alternate Base Rate, an interest rate pe r annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period mu ltiplied by (b) the Statutory Reserve Rate; pr ovided , however , that in no event shall the Adjusted LIBO Rate be less than zero.

“ Ad ministrative Agent ” means CDF, in its capacity as administrative agent for the Lenders and as collateral agent for the Secured Parties and shall include any successor administrative agent and collateral agent appointed pursuant to Article VI II .

“ Ad ministrative Questionnaire ” means an Administrative Questionnaire substantially in the form of Ex hibit A or such other form as may be supplied from time to time by the Administrative Agent.

“ Ad vances ” means, collectively, advances to the Borrowers pursuant to Section 2. 02 and Floorplan Advances.

“ Af filiate ” means, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified; pr ovided , however , that no Lender (or any of its Affiliates) shall be deemed to be an Affiliate of the Borrowers or any of Borrowers’ Subsidiaries by virtue of its capacity as a Lender hereunder.

“ Affiliated Lend er ” shall mean, at any time, any Lender that is the Sponsor or a Non-Debt Fund Affiliate (but in no event shall an Affiliated Lender include a Company Party).

“ Agent Fee Letter ” means the Agent Fee Letter, dated as of June 20, 2017, between the Borrowers and the Administrative Agent.

“ Ag ents ” has the meaning assigned to such term in Article VI II .

“ Ag reement ” has the meaning assigned to such term in the preamble.

“ Al l-In Yield ” means, as to any Indebtedness, the effective interest rate with respect thereto (calculated after giving effect to any amendment to the applicable interest margin on such Indebtedness that became effective subsequent to the Closing Date but prior to the date of determination) as reasonably determined by the Administrative Agent taking into account the interest rate, margin, original issue discount, upfront fees and eurodollar rate floor or base rate floor; pr ovided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity of such Indebtedness (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); pr ovided , further that “All-in Yield” shall not include customary arrangement, commitment, underwriting, structuring, amendment or similar fees (regardless of whether paid in whole or in part to any or all lenders) and other fees not paid generally to all lenders of such Indebtedness.

“ Alternate B ase Rate ” shall mean, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the NYFRB Rate in effect on such day plus 1/2 of 1% and (iii) the Adjusted LIBO Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%. 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 on the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, as the case may be.

“ An ti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or Borrowers’ Subsidiaries from time to time concerning or relating to bribery or corruption.

“ Ap plicable Commitment Fee Percentage ” means from the Closing Date through the last day of the Initial Period, 0.375% per annum .

From and after the Initial Period, the “Applicable Commitment Fee Percentage” shall be determined by reference to the following grid, based on the average daily Availability, as a percentage of the average daily Line Cap during the immediately preceding fiscal quarter:


Average Daily Availability (% of Line Cap)		Undrawn Commitment Fee Percentage
Greater than 50%		0.375%
Less than or equal to 50%		0.250%

“ Appl icable Issuing Bank ” means, with respect to any Letter of Credit, the Issuing Bank that has issued or shall issue such Letter of Credit, and with respect to any LC Disbursement, the Issuing Bank that has made such LC Disbursement.

“ Appl icable Percentage ” means, for any day from the Closing Date through the last day of the Initial Period, (a) Adjusted LIBO Rate plus 1.25% per annum or (b) Alternate Base Rate plus 0.25% per annum . After the Initial Period, “Applicable Percentage” means, for any day, with respect to any Eurodollar Loan or ABR Loan, as the case may be, the applicable percentage per annum set forth below under the caption “Interest Rate Margin for Adjusted LIBO Loans” or “Interest Rate Margin for ABR Loans”, as the case may be, based upon average daily Excess Availability as a percentage of the Line Cap for the most recently ended calendar quarter:


Average Excess Availability (Percentage of Average Line Cap)	Interest Rate Margin for Adjusted LIBO Loans	Interest Rate Margin for ABR Loans
Category 1 : Greater than or equal to 66%	1.25%	0.25%
Category 2 : Less than 66% but greater than or equal to 33%	1.50%	0.50%
Category 3 : Less than 33%	1.75%	0.75%

“ Arra nger ” means Wells Fargo Bank, N.A., in its capacity as lead arranger and bookrunner.

“ Assi gnment and Acceptance ” means an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and, to the extent required by Section 9.04 (b) , consented to by the Borrowers, substantially in the form of Exhi bit B or such other form as shall be reasonably approved by the Administrative Agent.

“ Avai lability ” means, at any time, an amount equal to: the Line Cap minu s (without duplication) the sum of (i) the aggregate outstanding amount of borrowings of Revolving Loans, pl us (ii) the undrawn amount of outstanding Letters of Credit issued for the account of the Borrowers plus (iii) the outstanding Floorplan Advances.

“ Avai lability Period ” means the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“ Avai lability Reserve ” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent from time to time reasonably determine in its Permitted Discretion, based on any material facts or circumstances which arose after the Closing Date or which otherwise first became known to the Administrative Agent and the Collateral Agent after the Closing Date, as being appropriate to reflect any impediments to the realization upon the Collateral included in the Borrowing Base, including but not limited to a Landlord Lien Reserve.

“ Avai lable Revolving Commitment ” means, at any time, the aggregate Revolving Commitments then in effect minu s the sum of (a) the outstanding principal amount of Revolving Loans (but excluding Swingline Loans) of all Revolving Lenders at such time plus (b) the LC Exposure of all Revolving Lenders at such time plus (c) the outstanding Floorplan Advances at such time.

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

“ Bail -In Legislation ” means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank ing Product Reserves ” means reserves, if any, that the Administrative Agent and the Borrowers mutually agree to be maintained in relation to Banking Services Obligations and/or Hedging Obligations owed to Secured Parties.

“ Bank ing Services ” means each and any of the following bank services provided to any Loan Party by the Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards,” purchasing cards and cardless e-payable services), (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“ Bank ing Services Obligations ” of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“ Bank ruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“ Bank ruptcy Event ” means, with respect to any Person, such Person becomes the subject of a voluntary or, unless promptly and continuously contested by such Person and dismissed within 30 days, 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 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 (unless, in the case of any such Person that is a Lender hereunder, the Borrowers, the Administrative Agent, the Issuing Banks, the Swingline Lender and the Floorplan Funding Agent shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder); p rov ided 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 or instrumentality thereof; prov ided , fu rther , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Boar d ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borr ower Materials ” has the meaning assigned to such term in Section 5.04 .

“ B orr ower ” and “ Borr owers ” has the meanings assigned to such terms in the preamble.

“ Borr owing ” means (a) Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan, (c) a Protective Advance, and (d) a Floorplan Advance.

“ Borr owing Base ” means, at any time, the sum of:

(a) 90% of the Borrowers’ Eligible Accounts at such time (net of Accounts Reserves), plus

(b) subject to a cap of 30% of the Borrowing Base, 70% of the Borrowers’ Eligible Unbilled Accounts (net of Unbilled Accounts Reserves), plus

(d) 90% of Eligible Cisco VIP Rebates, plus

(e) (i) upon the Closing Date, subject to a cap of 10% of the Borrowing Base, 45% of Eligible Inventory (net of Inventory Reserves) that is not Floorplan Financed Inventory,

(ii) after the Closing Date, (x) subject to a cap of 10% of the Borrowing Base, 45% of Eligible Inventory (net of Inventory Reserves) that is not Floorplan Financed Inventory, or (y) subject to a cap of 10% of the Borrowing Base, at the Borrowers’ option, which, once made, shall be irrevocable, the lesser of (i) 75% of Borrowers’ Eligible Inventory (net of Inventory Reserves) that is not Floorplan Financed Inventory (valued at the lower of cost or market) and (ii) the product of 90% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Borrowers’ Eligible Inventory (net of Inventory Reserves) that is not Floorplan Financed Inventory (valued at cost), minus

(f) Reserves (other than Accounts Reserves, Inventory Reserves and Unbilled Accounts Reserves) established by the Collateral Agent in its Permitted Discretion.

“ Borr owing Base Certificate ” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Lead Borrower, in substantially the form of Exhibit C-1 or another form which is acceptable the Administrative Agent in its sole discretion.

“ Borr owing Request ” means a request by the Borrowers in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-2 , or such other form as shall be approved by the Administrative Agent.

“ Bund led Solutions ” means sales and/or leasing by the Borrowers, the Borrowers’ Restricted Subsidiaries and third parties in the ordinary course of business of equipment, software and services relating to such equipment provided by Borrowers, Restricted Subsidiaries and such third parties pursuant to which the proceeds from such invoice (including proceeds belonging to third parties) (a) are collected by the Borrowers, its Restricted Subsidiaries or such third parties and are not comingled with other collections of Borrowers, its Restricted Subsidiaries or such third parties, (b) are directed into a segregated deposit account or trust account or (c) are collected pursuant to an arrangement with a financial institution.

“ Busi ness 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; prov ided that, when used in connection with a Eurodollar Loan, the term “ Busi ness Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capi tal Expenditures ” means, as to any Person for any period, the additions to property, plant and equipment and other capital expenditures of such Person and its subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of such Person.

“ Capital Stock ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person.

“ Capi talized Lease Obligations ” means, as to any Person, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP.

“ Cash Equivalents ” means:

(a) dollars;

(b) in the case of the Borrowers or a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(c) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(d) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) entered into with any financial institution meeting the qualifications specified in clause (d), above;

(f) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;

(g) marketable short-term money market and similar securities having a rating of at least P-1 or A-1 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(h) investment funds investing 95% of their assets in securities of the types described in clauses (a) through (g) above;

(i) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(j) [Intentionally Reserved];

(k) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA (or the equivalent thereof) or better by S&P or Aaa (or the equivalent thereof) or better by Moody’s;

(l) shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (k) above; and

(m) in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (a) through (l) or other high quality short term investments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a ) and (b ) above, prov ided that such amounts are converted into any currency listed in clause (a) and (b ) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“ Cash Pooling Arrangements ” means a deposit account arrangement among a single depository institution, the Borrowers and one or more Foreign Subsidiaries involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located outside of the United States and any States and territories thereof) with such institution by the Borrowers and such Foreign Subsidiaries for cash management purposes.

“ CDF ” has the meaning assigned to such term in the preamble.

“ Chan ge in Law ” means (a) the adoption or taking effect of any law, rule, regulation or treaty after the date of this Agreement or, in the case of an assignee, such an adoption or taking effect after the date such Person became a party to this Agreement, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the date of this Agreement or, in the case of an assignee, such a change after the date such Person became a party to this Agreement, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority after the date of this Agreement or, in the case of an assignee, such a making or issuance after the date such Person became a party to this Agreement, including the compliance by any Lender (or, for purposes of Section 2.14, by any lending office of such Lender or by such Lender’s holding company, if any) therewith; prov ided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

A “ Chan ge of Control ” shall be deemed to have occurred if:

(a) at any time prior to a Qualified Public Offering or Qualified Merger, (i) any combination of Permitted Investors shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate at least a majority of the Voting Equity Interests of Holdings, or (ii) any person or “group” (within the meaning of Rules 13d 3 and 13d-5 under the Exchange Act as in effect on the Closing Date, but excluding any of the Permitted Investors) shall own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, a greater amount of Voting Equity Interests of Holdings than all the Voting Equity Interests owned beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, by the Permitted Investors;

(b) at any time after a Qualified Public Offering or Qualified Merger, any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date, but excluding any of the Permitted Investors) shall have, directly or indirectly, acquired beneficial ownership of Voting Equity Interests representing more than 35% of the aggregate issued and outstanding Voting Equity Interests of Holdings and the Permitted Investors shall own, directly or indirectly, less than such person or “group” of the aggregate issued and outstanding Voting Equity Interests of Holdings;

(d) a “Change of Control” (or equivalent term) as defined in the Term Loan Documents or the definitive documentation for any Refinancing Indebtedness with respect to the Indebtedness under the Term Loan Documents.

“ Char ges ” has the meaning assigned to such term in Section 9.09 .

“ Cisco ” means Cisco Systems, Inc., a California corporation.

“ C las s ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans or Protective Advances.

“ Clos ing Date ” means June 20, 2017.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, or any legislation successor thereto.

“ Coll ateral ” means all property and assets of the Loan Parties, now owned or hereafter acquired, upon or in respect of which a Lien is or is purported to be granted (or otherwise created) by any Security Document.

“ Coll ateral Access Agreement ” has the meaning assigned to such term in the Guarantee and Collateral Agreement.

“ Coll ateral Agent ” means CDF in its capacity as collateral agent for the Secured Parties and shall include any successor collateral agent appointed pursuant to Article VIII .

“ C oll ateral Deposit Account ” has the meaning assigned to such term in the Guarantee and Collateral Agreement.

“ Coll ection Account ” has the meaning assigned to such term in the Guarantee and Collateral Agreement.

“ Comm itment ” means, with respect to each Lender, such Lender’s Revolving Commitment, together with the commitment of such Lender to acquire participations in Protective Advances hereunder. The initial amount of each Lender’s Commitment is set forth on Sche dule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender has assumed its Commitment, as applicable.

“ Comm odity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.

“ Company Parti es ” means the collective reference to Holdings, the Borrowers and Borrowers’ Subsidiaries and “ Company Party ” means any one of them.

“ Comp liance Certificate ” has the meaning set forth in Section 5.04 (c) .

“ Conn ection Income Taxes ” means Taxes imposed on or measured by net income (however denominated) or franchise Taxes (or similar) or branch profits imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from the Administrative Agent or such Lender, as the case may be, having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Revolving Loan or Loan Document).

“ Cons olidated ” or “ cons olidated ” with respect to any Person, unless otherwise specifically indicated, refers to such Person consolidated with the Lead Borrower and its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“ Cons olidated EBITDA ” means, for any period, Consolidated Net Income for such period, plus :

(a) without duplication and, except with respect to clauses (vi )(B) and (ix ) below, to the extent deducted (and not added back or excluded) in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to the Borrowers and Borrowers’ Restricted Subsidiaries:

(i) Consolidated Interest Expense;

(ii) provision for Taxes based on income, profits or capital gains of the Borrowers and Borrowers’ Restricted Subsidiaries, including federal, state, foreign, local, franchise and similar Taxes and foreign withholding Taxes paid or accrued during such period including penalties and interest related to such Taxes or arising from any tax examinations and payments made pursuant to any tax sharing agreements or arrangements among the Borrowers, Borrowers’ Restricted Subsidiaries and any direct or indirect parent company of the Borrowers (so long as such tax sharing payments are attributable to the operations of the Borrowers and Borrowers’ Restricted Subsidiaries);

(iii) depreciation and amortization (including amortization of (A) intangible assets, including capitalized software expenditures, deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge, commitment and other financing fees, discounts and yield and (B) unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits) of the Borrowers and Borrowers’ Restricted Subsidiaries;

(iv) extraordinary, infrequent, unusual or non-recurring charges, expenses or losses;

Hedging Agreements, and net unrealized losses or expenses from currency transactions gains or losses related to remeasurement of Indebtedness and unrealized foreign currency transaction losses ( pro vided that if any such non-cash charges, expenses or losses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period);

(vi) (A) retention, recruiting, relocation, signing and completion bonuses and expenses, stock options and other equity based compensation expenses, management fees and expenses (other than fees and expenses paid to the Sponsor), integration costs (including one-time costs and charges associated with effectuating the integration of an acquired business as part of a transition services agreement or other acquisition-related agreement and related charges), transition costs, consolidation and closing costs for facilities (including duplicative rent expense), and other customary, non-recurring costs incurred in connection with any non-recurring strategic initiatives, implementation of any enhanced accounting function (including in connection with becoming a standalone entity or public company), acquisitions and non-recurring product and intellectual property development, other business optimization expenses (including costs and expenses relating to business optimization programs, process improvements, and new systems design and implementation costs), project start-up costs, severance and other restructuring charges, accruals or reserves (including restructuring costs related to acquisitions and to closure/consolidation of facilities, retention charges, systems establishment costs and excess pension charges) and (B) the amount of cost savings and operating expense reductions (including as a result of executive and headcount reductions), other operating improvements and synergies projected by the Borrowers in good faith to be realized in connection with the Transactions, any Specified Transaction or the implementation of an operational initiative or operational change (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; pro vided that (x) such cost savings, operating expense reductions, other operating improvements and synergies are factually supportable and reasonably anticipated to be realized in the good faith judgment of the Borrowers, within 18 months after the consummation of the acquisition, permitted Investment, Disposition or the implementation of an initiative, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies, (y) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (vi )(B) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period and (z) the total add-back pursuant to this clause (vi)(B) shall not exceed 25.0% of Consolidated EBITDA in any four consecutive fiscal quarters of the Borrowers (before giving effect to this clause (vi)(B) );

(vii) any director’s fees payable in cash during such period to any director of any Borrower (or any direct or indirect holding company parent of the Borrowers, including Holdings), and the reimbursement of reasonable out-of-pocket costs and expenses for employees, consultants, directors, officers and board observers of any Borrower (or any direct or indirect holding company parent of the Borrowers, including Holdings) or its Subsidiaries in the ordinary course of business;

(viii) other customary, non-recurring fees, costs and expenses (including legal, Tax, structuring and other costs and expenses), or any amortization thereof, related to the Transactions (including all Transaction Expenses) and, to the extent permitted under the Loan Documents, any acquisitions, Investments, dividends, Dispositions, issuances of Equity Interests, Restricted Payments, recapitalizations, and issuances, amendments, modifications, refinancings or repayments of Indebtedness (in each case, including any such transaction consummated on the Closing Date and any such transaction undertaken but not completed);

(ix) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back;

(x) the amount of management, monitoring, consulting, transaction and advisory fees, reasonable and documented out-of-pocket expenses of the Permitted Investors owed to non-affiliated third parties and out-of-pocket and documented indemnification obligations of the Permitted Investors paid in such period to the extent otherwise permitted under Section 6.0 6 ;

(xi) any net loss from disposed, abandoned or discontinued operations or product lines;

(xii) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, non-compete agreements and other similar agreements, in each case in connection with acquisitions;

(xiii) the amount of any expense or reduction of Consolidated Net Income consisting of Restricted Subsidiary income that is attributable to minority interests or non-controlling interests held by third parties in any Restricted Subsidiary;

(xiv) all fees and expenses paid hereunder and/or under the Term Loan Documents, or any documents evidencing any Incremental Equivalent Debt or Replacement Loan (each as defined in the Term Loan Agreement) and in connection with the amendment, restatement, supplement, modification or waiver of any Indebtedness, whether or not successful, and all ratings agency costs and expenses; and

and agreed that RSM US LLP or any of the “Big Four” accounting firms are acceptable)) prepared in connection with an acquisition that is a Permitted Investment or (B) contained in the Sponsor’s financial model delivered to the Administrative Agent on May 16, 2017; pro vided that any adjustments of the type contained in clause (vi)(B) of this definition shall be subject to the requirements set forth therein.

minu s (b) without duplication and to the extent included in arriving at such Consolidated Net Income, (i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period) including non-cash gains as a result of last-in first-out and/or first-in first-out methods of accounting, (ii) any net gain from disposed, abandoned or discontinued operations or product lines, (iii) any extraordinary, infrequent, unusual or non-recurring net gains, and (iv) the amount of any minority interest income consisting of Restricted Subsidiary losses that are attributable to minority interests or non-controlling interests held by third parties in any Restricted Subsidiary; pr ov ided that:

(A) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA (x) currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain (i) resulting from Hedging Agreements for currency exchange risk and (ii) resulting from intercompany Indebtedness) and (y) all other foreign currency translation gains or losses to the extent such gains or losses are non-cash items;

(B) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of FASB Accounting Standards Codification 815 and International Accounting Standard No. 39 and their respective related pronouncements and interpretations; and

(C) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any income (loss) for such period attributable to the early extinguishment or modification of (i) Indebtedness (including as a result of the contribution of any Term Loans by any Affiliated Lender to any Borrower or any Restricted Subsidiary, or the purchase of any Term Loans by any Borrower or any Restricted Subsidiary, as the case may be, as contemplated by this Agreement), (ii) obligations under any Hedging Agreements or (iii) other derivative instruments.

For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.08 .

“ Co ns olidated Funded Indebtedness ” means, as of any date of determination, the sum, without duplication, of (a) the total amount of Indebtedness under clauses (a)( i) , (a )( ii) , (a )( iii) (but, in the case of such clause (a)(iii) , only to the extent of any unreimbursed drawings thereunder) and (a)(iv) of the definition thereof of the Borrowers and Borrowers’ Restricted Subsidiaries, pl us (b) the greater of the aggregate liquidation value and maximum fixed

repurchase price (without regard to any change of control or redemption premiums) of all Disqualified Stock of the Borrowers and the Restricted Guarantors and all Preferred Stock of the Restricted Subsidiaries that are not Guarantors, in each case, as determined on a consolidated basis in accordance with GAAP; pr ov ided that (i) contingent obligations under Hedging Agreements and any agreement relating to treasury, depository, credit card, debit card and cash management services or automated clearinghouse transfer of funds or any similar services that are not yet due and owing, (ii) obligations owed by Unrestricted Subsidiaries, and (iii) Indebtedness in respect of letters of credit, except to the extent of amounts thereunder that remain unreimbursed for more than five Business Days after the date on which such amount is drawn, do not constitute Consolidated Funded Indebtedness.

“ C ons olidated Interest Expense ” means, for any period, without duplication, the sum of:

(a) consolidated interest expense of the Borrowers and Borrowers’ Restricted Subsidiaries for such period (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, (vi) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (vii) costs of surety bonds in connection with financing activities, (viii) the interest component of any pension or other post-employment benefit expense, but excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Floorplan Advances, or the equivalent of interest, financing fees, or other charges that are subsidized by a manufacturer or distributor as part of any other inventory financing agreement entered into in the ordinary course of business); plus

(b) consolidated capitalized interest of the Borrowers and Borrowers’ Restricted Subsidiaries for such period, whether paid or accrued; less

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrowers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“ C ons olidated Net Income ” means, for any period, the net income (loss) of the Borrowers and Borrowers’ Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; pr ov ided , ho wever , that (without duplication):

(a) any after-Tax effect of extraordinary or infrequent items (including gains or losses and all fees and expenses relating thereto) for such period shall be excluded;

(b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income shall be excluded;

(c) non-cash accruals and reserves that are established or adjusted within 12 months after the closing of the Transactions or any acquisition constituting an Investment that are so required to be established or adjusted as a result of the Transactions or such acquisition in accordance with GAAP or changes as a result of adoption or modification of accounting policies in accordance with GAAP shall be excluded;

(d) any net after-Tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments or the sale or other Disposition of any Equity Interests of any Person, in each case other than in the ordinary course of business, as determined in good faith by the Borrowers, shall be excluded;

(e) the net income (loss) for such period of any Person that is not a Subsidiary of the Borrowers, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income for such period shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to a Borrower or a Restricted Subsidiary for such period;

(f) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(g) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs or any other equity-based compensation shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Borrowers or any of Borrowers’ direct or indirect parents in connection with a Qualified Public Offering or Qualified Merger, shall be excluded;

(h) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, acquisition or any sale, conveyance, transfer or other Disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrowers reasonably anticipate in the good faith judgment of the Borrowers that indemnification or reimbursement for such amounts will be received and only to the extent that such amount (i) is not denied by the applicable carrier or indemnitor in writing and (ii) is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so excluded to the extent not so reimbursed within such 365 days), shall be excluded;

(i) to the extent covered by insurance and actually reimbursed, or, so long as the Borrowers reasonably anticipate in the good faith judgment of the Borrowers that such amount will in fact be reimbursed by the insurer and only to the extent that such amount (i) is not

denied by the applicable carrier or indemnitor in writing and (ii) is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so excluded to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded;

(j) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrowers or is merged into or consolidated with any Borrower or any of its Subsidiaries or such Person’s assets are acquired by any Borrower or any of its Restricted Subsidiaries shall be excluded (except to the extent required for any calculation of Consolidated EBITDA on a pro forma basis);

(k) [reserved];

(l) the purchase accounting effects of adjustments in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrowers and the Restricted Subsidiaries), as a result of the Transactions or any acquisition constituting an Investment permitted under this Agreement consummated prior to or after the Closing Date, or the amortization or write-off of any amounts thereof shall be excluded;

(m) any income (or loss) for such period attributable to the early extinguishment or modification of (i) Indebtedness (including as a result of any prepayment or purchase by any Company Party or any Affiliated Lender and the contribution to the capital of the Borrowers, as the case may be, of any Indebtedness or the cancellation thereof), (ii) any Hedging Agreements or (iii) other derivative instruments, in each case, shall be excluded; and

(n) any non-cash (A) decrease in revenues resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) or (B) increase in expenses due to purchase accounting associated with the Transactions or any future acquisitions, in each case, shall be excluded.

For the avoidance of doubt, Consolidated Net Income shall be calculated, including pro forma adjustments, in accordance with Section 1.08 to the extent required for any calculation of Consolidated EBITDA.

“ C ons olidated Total Assets ” means, as of any date of determination, the total amount of all assets of the Borrowers and Borrowers’ Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date, as expressly stated on the most recent balance sheet of the Borrowers and Borrowers’ Restricted Subsidiaries delivered to the Administrative Agent and the Lenders.

“ C ons olidated Working Capital ” means, with respect to the Borrowers and Borrowers’ Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minu s Current Liabilities at such date of determination; prov ided that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in

accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (b) the effects of recapitalization or purchase accounting or (c) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under Hedging Agreements.

“ C ont ingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that, in each case, do not constitute Indebtedness (“ pr im ary obligations ”) of any other Person (the “ prim ary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,

(a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, or

(b) to advance or supply funds

(i) for the purchase of payment of any such primary obligation, or

(ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primarily obligor to make payment of such primary obligation against loss in respect thereof, or

(d) as an account party in respect of any letter of credit, letter of guaranty or bankers’ acceptance.

“ Cont rol ” 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 ownership of voting equity securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” has meanings correlative thereto.

“ Cred it Event ” has the meaning assigned to such term in Section 4.01 .

“ C red it Facilities ” means the revolving credit, swingline, letter of credit and floorplan facilities, in each case contemplated by Article II and the incremental facilities, if any, contemplated by Section 2.24 .

“ Cu ra tive Amounts ” means the net amount of (i) a cash equity contribution (which shall be common equity or otherwise in a form reasonably acceptable to the Administrative Agent), or (ii) Subordinated Indebtedness that is (a) unsecured (b) not subject to scheduled amortization, redemption, sinking fund or similar payment and does not have a final maturity, in each case, on or before the date that is six months after the Latest Maturity Date and (c) otherwise on terms and conditions reasonably acceptable to the Administrative Agent in its Permitted Discretion, which is designated “Curative Amounts” by Lead Borrower under Section 7.2 . For the avoidance of doubt, the forgiveness of antecedent debt (whether Indebtedness, trade payables, or otherwise) shall not constitute Curative Amounts.

“ Curr ent Assets ” means, at any time, the consolidated current assets (other than cash and Cash Equivalents) of the Borrowers and Borrowers’ Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrowers and Borrowers’ Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments).

“ Curr ent Liabilities ” means, at any time, the consolidated current liabilities of the Borrowers and Borrowers’ Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrowers and Borrowers’ Restricted Subsidiaries as current liabilities at such date of determination, but excluding, without duplication, (a) the current portion of any Indebtedness, (b) the outstanding principal amount of loans (other than, for the avoidance of doubt, Floorplan Advances) and the outstanding amount of letter or credit reimbursement obligations and the aggregate undrawn face amount of letters of credit, in each case, under the Revolving Credit Agreement, any Replacement Revolving Loan (as defined in the Term Loan Agreement) or any other revolving line of credit, (c) the current portion of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (d) accruals for current or deferred Taxes based on income or profits, (e) accruals of any costs or expenses related to restructuring reserves to the extent permitted to be included in the calculation of Consolidated EBITDA pursuant to the definition thereof, (f) the current portion of pension liabilities and (g) liabilities in respect of unpaid earnouts and accrued litigation settlement costs.

“ Debt Fund Affiliate ” means any Affiliate of Holdings or the Sponsor (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and (a) whose managers have fiduciary duties to the third party investors in such fund or investment vehicle independent of their duties to Holdings or the Sponsor and (b) with respect to which the Sponsor does not, directly or indirectly, possess the power to direct or cause the direction of the investments or investment policies of such entity.

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

“ Defa ult ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would constitute an Event of Default.

“ Defa ulting Lender ” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or any portion of its Floorplan Obligations or (iii) pay over to any Loan 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 and including the particular Default, if any) has not been satisfied; (b) has notified the Borrowers or any Loan 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 to funding (specifically identified and including the particular Default, if any) 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 Borrowers, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans or Floorplan Obligations and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement; pr ov ided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Borrowers’ receipt of such certification in form and substance satisfactory to it and the Administrative Agent and the Floorplan Funding Agent, (d) has become the subject of a Bankruptcy Event, (e) has a direct or indirect parent that has become the subject of a Bankruptcy Event (and for so long as such Bankruptcy Event shall continue) or, in the good faith belief of any Issuing Bank, the Swingline Lender or the Floorplan Funding Agent, has defaulted in fulfilling its obligations under one or more other agreements in which such Lender agrees to extend credit and, in either such case under this clause (e) , any of an Issuing Bank, the Swingline Lender or the Floorplan Funding Agent has deemed such Lender to be a Defaulting Lender, unless such Issuing Bank, the Swingline Lender or the Floorplan Funding Agent, as the case may be, has entered into arrangements with the Borrowers or such Lender satisfactory to such Issuing Bank, the Swingline Lender and/or the Floorplan Funding Agent, as the case may be, to defease any risk in respect of such Lender hereunder, (f) has become the subject of a Bail-In Action or (g) has a direct or indirect parent that has become the subject of a Bail-In Action.

“ Desi gnated Non-Cash Consideration ” means the fair market value of non-cash consideration received by the Borrowers or a Restricted Subsidiary in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to the provisions of the Term Loan Agreement, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“ Desi gnated Preferred Stock ” means Preferred Stock of the Borrowers, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to the Borrowers or a Restricted Subsidiary or an employee stock ownership plan or trust established by a Borrower or its Subsidiaries) and is so designated as Designated Preferred Stock pursuant to the provisions of the Term Loan Agreement.

“ D ilu tion ” means for any period, the fraction, expressed as a percentage, the numerator of which is the aggregate amount of reductions in the Accounts of Borrowers for such period other than by reason of dollar for dollar cash payment and the denominator of which is the aggregate dollar amount of the gross sales of Borrowers for such period.

“ Dilu tion Reserve ” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, as of any date of determination, an amount (initially $0) sufficient to reduce the advance rate against Eligible Accounts by 1 percentage point (or fraction thereof, rounding to the nearest one-tenth of 1 percentage point) for each percentage point (or fraction thereof, rounding to the nearest one-tenth of 1 percentage point) by which Dilution is in excess of 5%.

“ Disp osition ” means (a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Borrowers or any of its Restricted Subsidiaries; or (b) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions.

“ Disq ualified Institutions ” means (i) those banks, financial institutions and other institutional lenders, investors and funds that have been specified in writing to the Administrative Agent by the Borrowers prior to the Closing Date (including their named Affiliates or such entities otherwise clearly identifiable as Affiliates solely on the basis of the similarity of their name (which such Affiliates may be designated in writing by the Borrowers from time to time after the Closing Date; pr ov ided that, (x) any such additional designations shall become effective three (3) Business Days after delivery of such written notice to the Administrative Agent and (y) no such additional designations shall apply retroactively to disqualify any Person or entity that previously acquired an assignment, participation or allocation in any Revolving Loans)), and (ii) actual commercial competitors of the Borrowers and Borrowers’ Subsidiaries identified in writing from time to time (which, for the avoidance of doubt, may not include institutions primarily engaged as principals in private equity or venture capital or any affiliated debt funds); prov ided that, (x) any such additional designations shall become effective three (3) Business Days after delivery of such written notice to the Administrative Agent and (y) no such additional designations shall apply retroactively to disqualify any Person or entity that previously acquired an assignment, participation or allocation in any Revolving Loans.

“ Disq ualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Capital Stock which is not Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (in each case, other than solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale shall be subject to the occurrence of the Termination Date or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder)), in whole or in part, in each case prior to the date that is 91 days after the date set forth in clause (a) of the definition of Initial Maturity Date; pr ov ided , ho wever , that if such Capital Stock is issued to any plan for the benefit of employees of the Borrowers or Borrowers’ Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“ Dist ribution Condition ” means the following conditions in connection with any transaction for which satisfaction of the Distribution Condition is required under this Agreement: (a) no Event of Default has occurred and is continuing or would immediately result upon the consummation of such transaction, (b) Excess Availability on a pro forma basis after giving effect to such transaction is at least the greater of (i) 15% of the Line Cap and (ii) $7,500,000, and (c) if Excess Availability less than is the greater of (i) 20% of the Line Cap and (ii) $7,500,000, pro forma compliance with Section 6.13 immediately after giving effect to such transaction.

“ Docu ment ” has the meaning assigned to such term in the Guarantee and Collateral Agreement.

“ doll ars ” or “ $ ” means lawful money of the United States of America.

“ Dome stic Subsidiaries ” means, with respect to any Person, any subsidiary of such Person other than a Foreign Subsidiary.

“ EEA Financial Institution ” means (a) any credit institution 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.

“ Eligible Assign ee ” shall mean any Person other than a natural Person that is (i) a Lender, an Affiliate of any Lender or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), or (ii) a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of business; provided , no Disqualified Institution, Defaulting Lender, Loan Party or Affiliate of a Loan Party shall be an Eligible Assignee.

“ El ig ible Accounts ” means, at any time, all Accounts of the Borrowers or any Subsidiary Guarantors; pr ov ided , however, that Eligible Accounts shall not include any Account:

(a) which is not subject to a first priority perfected security interest in favor of the Administrative Agent;

(b) which is subject to any Lien other than Permitted Liens;

(c) which is unpaid more than 120 days after the date of the original invoice therefor or more than 60 days after the original due date, or which has been written off the books of the Borrowers or the applicable Subsidiary Guarantors or otherwise designated by the Borrowers or the applicable Subsidiary Guarantors as uncollectible (it being understood and agreed that in determining the aggregate amount from the same Account Debtor that is unpaid hereunder there shall be excluded the amount of any net credit balances relating to Accounts due from an Account Debtor which are unpaid more than 120 days after the date of the original invoice or more than 60 days after the original due date);

(d) which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are known by the Borrowers or the applicable Subsidiary Guarantors to be ineligible pursuant to clause (c) above;

(e) which is owing by an Account Debtor to the extent the aggregate amount of Eligible Accounts owing from such Account Debtor and its Affiliates to the Borrowers and the applicable Subsidiary Guarantors is known by the Borrowers to exceed 25% of the aggregate Eligible Accounts;

(f) with respect to which any covenant, representation, or warranty contained in this Agreement or in the Guarantee and Collateral Agreement has been breached in any material respect or is not true in any material respect;

(g) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation reasonably satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon the Borrower’s or the applicable Subsidiary Guarantor’s completion of any further performance (except for the performance of installation services which are not material in relation to the amount of such Account), (v) represents a sale on a bill-and-hold basis (except any such Account shall not be deemed ineligible hereunder to the extent such Account is evidenced by a bill-and-hold agreement (which shall be reasonably satisfactory to Administrative Agent) and title to the Inventory subject to any bill-and-hold arrangement has passed to the purchaser thereof), guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest;

(h) with respect to which any check or other instrument of payment has been returned uncollected for any reason, and has not been promptly replaced by an instrument that is collected or collectable;

(i) for which the goods giving rise to such Account have not been shipped to the Account Debtor (other than sales on a bill-and-hold basis) or for which the services giving rise to such Account have not been performed by the Loan Parties;

(j) which is owed by an Account Debtor which, to the knowledge of the Borrowers, has (i) applied for, suffered, or consented to the appointment of any receiver, interim receiver, receiver and manager, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or substantially all of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal or foreign bankruptcy or insolvency laws (other than post-petition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Code or any similar foreign bankruptcy or insolvency laws and which is either (x) reasonably acceptable to the Administrative Agent or (y) so long as an order exists permitting

payment of trade creditors specifically with respect to such Account Debtor and such Account Debtor has obtained adequate post-petition financing to pay such Accounts to the extent the order permitting such financing allows the payment of the applicable Account), (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of all or substantially all of its business;

(k) which is owed by an Account Debtor which, to the knowledge of the Borrowers, (i) does not maintain its chief executive office in the U.S. or (ii) is not organized under applicable law of the U.S., any state of the U.S. unless, in either case, such Account is backed by credit insurance reasonably acceptable to the Administrative Agent that has been assigned to the Administrative Agent or a letter of credit reasonably acceptable to the Administrative Agent which is in the possession of, has been assigned to and is directly drawable by the Administrative Agent;

(l) which is owed in any currency other than U.S. dollars;

(m) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed by credit insurance reasonably acceptable to the Administrative Agent that has been assigned to the Administrative Agent or a letter of credit reasonably acceptable to the Administrative Agent which is in the possession of the Administrative Agent, or (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, if (x) the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq . and 41 U.S.C. § 15 et seq .) (the “ FAC A ”), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have not been complied with to the Administrative Agent’s satisfaction, and (y) a Default has occurred hereunder;

(n) which is owed by any Affiliate, employee, officer, director or agent of any Loan Party or any Subsidiary of a Loan Party (other than any portfolio company of a Permitted Investor);

(o) which is owed by an Account Debtor that (together with its Affiliates) is a vendor to the Loan Parties (as identified by the Borrowers using a methodology reasonably acceptable to the Administrative Agent) and to which any Loan Party or any Subsidiary of a Loan Party is indebted, but only to the extent of such outstanding indebtedness or is subject to any outstanding security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(p) which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

(q) which is evidenced by any promissory note, chattel paper, or instrument that has not been pledged to the Administrative Agent under the Guarantee and Collateral Agreement;

(r) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the applicable Loan Parties to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Loan Parties have filed such report or qualified to do business in such jurisdiction;

(s) with respect to which the Loan Parties have made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and the Loan Parties created a new receivable for the unpaid portion of such Account;

(t) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether federal, state, foreign, provincial, territorial or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board if such non-compliance will or could reasonably be expected to adversely affect the collectability of such Account in any material respect;

(u) which is for goods that have been sold under a purchase order or pursuant to the terms of a written or otherwise enforceable contract or other agreement or understanding that indicates or purports that any Person other than the Loan Parties has an ownership interest in such goods, or which indicates any party other than the Loan Parties as payee or remittance party;

(v) which was created on cash on delivery terms; or

(w) which falls into a category of ineligibility established by the Administrative Agent from time to time in its Permitted Discretion based on any material facts or circumstances which arose after the Closing Date or which otherwise first became known to the Administrative Agent and the Collateral Agents after the Closing Date; provided that the establishment of any such ineligibility following the Closing Date shall not take effect until three (3) Business Days after notice has been sent by the Administrative Agent to the Borrowers of the Administrative Agent’s intention to establish such ineligibility, which notice shall include a reasonably detailed description of such ineligibility being established (during which period (i) the Administrative Agent shall, if requested, discuss any such ineligibility with the Lead Borrower and (ii) the Lead Borrower may take such action as may be required so that the event, condition or matter that is the basis for such ineligibility no longer exists or exists in a manner that would result in the establishment of such ineligibility, in a manner and to the extent reasonably satisfactory to the Administrative Agent); or

(x) which is owed by an Account Debtor that is a Sanctioned Person.

Any Account acquired in an acquisition permitted under this Agreement that has not been subject to a field examination shall nevertheless constitute an Eligible Account for the period of sixty (60) days following the consummation of such acquisition to the extent that such Account would otherwise qualify as an Eligible Account (all such Accounts, collectively, the “ Elig ible Acquired Account ”); prov ided , ho wever , that the aggregate value of the Eligible Acquired Accounts (taking into account, for the purposes of valuation, the immediately following paragraph) shall not exceed 10% of the Line Cap.

In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrowers shall exclude such Accounts from Eligible Accounts on and at the time of submission to the Administrative Agent of the next Borrowing Base

Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’ Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount or in any Reserves, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the Borrowers may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Account.

“ Elig ible Acquired Account ” has the meaning set forth in the definition of “Eligible Account.”

“ Elig ible Acquired Inventory ” has the meaning set forth in the definition of “Eligible Inventory.”

“ Eligible Cisco VIP Rebates ” means value incentive program rebates to be issued by Cisco to Borrowers (a) in which Administrative Agent for the benefit of the Lenders, has a first priority security interest, (b) which are currently outstanding, due and earned and are verifiable on Cisco’s system based on information provided by Borrowers to Administrative Agent, and (c) which are not past due by more than 210 days. The eligible amount of such rebates shall be determined by the Administrative Agent in its Permitted Discretion.

“ Elig ible Inventory ” means, at any time, all Inventory of the Borrowers or any Subsidiary Guarantor; pr ov ided , ho wever , that Eligible Inventory shall not include any Inventory:

(a) which is not subject to a first priority perfected Lien in favor of the Administrative Agent;

(b) which is subject to any Lien other than a Permitted Lien;

(c) which is, reflected on the Loan Parties’ books and records as obsolete, unmerchantable, defective, used (including refurbished goods), unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity, or remains in the possession of a Loan Party more than 180 days from its original invoice date;

(d) with respect to which any covenant, representation, or warranty contained in this Agreement or the Guarantee and Collateral Agreement has been breached in any material respect or is not true in any material respect;

(e) in which any Person other than the Loan Parties shall (i) have any direct or indirect ownership, interest or title to such Inventory or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an ownership interest therein;

(f) which is not finished goods or which constitutes work-in-process, raw materials, spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold goods, goods that are marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for lease or sale in the ordinary course of business;

(g) which (i) is not located in the U.S., (ii) is in transit from vendors and suppliers to the extent the aggregate value of all such in transit Inventory exceeds $5,000,000 or (iii) is in transit to customers to the extent the aggregate value of all such Inventory exceeds $15,000,000 which is located in any location leased by the Borrowers or any such Subsidiary Guarantor unless the lessor has delivered to the Administrative Agent a Collateral Access Agreement or a Landlord Lien Reserve with respect to such facility has been established by the Administrative Agent in its Permitted Discretion;

(h) which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document, unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require in its Permitted Discretion or (ii) Reserves are permitted to be established hereunder by the Administrative Agent in its Permitted Discretion with respect thereto;

(i) which is being processed offsite at a third party location or outside processor, or is in-transit to or from said third party location or outside processor unless (i) such third party or processor has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require in its Permitted Discretion or (ii) Reserves are permitted to be established hereunder by the Administrative Agent in its Permitted Discretion with respect thereto;

(j) which is the subject of a consignment by the Borrowers or any such Subsidiary Guarantor as consignor unless based upon the facts of a consignment, the Administrative Agent determines to consent to eligibility of such Inventory as consigned goods based on such criteria as the Administrative Agent may require;

(k) which is perishable;

(l) which contains or bears any intellectual property rights licensed to the Loan Parties by a third party unless the Administrative Agent is reasonably satisfied that the Administrative Agent may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement or Reserves are permitted to be established hereunder by the Administrative Agent in its Permitted Discretion with respect thereto;

(m) which is not reflected in a current perpetual inventory report of the Borrowers (except with respect to in transit Inventory which is not deemed ineligible under clause (g) );

(n) for which reclamation rights have been asserted by the seller;

(o) which falls into a category of ineligibility established by the Administrative Agent from time to time in its Permitted Discretion based on material facts or circumstances which arose after the Closing Date or which otherwise first became known to the Administrative Agent and the Collateral Agent after the Closing Date; provided that the establishment of any such ineligibility following the Closing Date shall not take effect until three (3) Business Days after notice has been sent by the Administrative Agent to the Borrowers of the Administrative Agent’s intention to establish such ineligibility, which notice shall include a reasonably detailed description of such ineligibility being established (during which period (i) the Administrative Agent shall, if requested, discuss any such ineligibility with the Lead Borrower and (ii) the Lead Borrower may take such action as may be required so that the event, condition or matter that is the basis for such ineligibility no longer exists or exists in a manner that would result in the establishment of such ineligibility, in a manner and to the extent reasonably satisfactory to the Administrative Agent); or

(p) which is purchased from a Sanctioned Person.

Inventory acquired in an acquisition permitted under this Agreement that has not been subject to an appraisal or field examination shall nevertheless constitute Eligible Inventory for the period of sixty (60) days following the consummation of such acquisition to the extent that such Inventory would otherwise qualify as Eligible Inventory (all such Inventory, collectively, the “ Elig ible Acquired Inventory ”); prov ided , ho wever , that the aggregate value of the Eligible Acquired Inventory (valued at cost (determined on a first-in-first-out basis) (net of Inventory Reserves)) shall not exceed (1) 10% of Line Cap minu s (2) the aggregate value of the Eligible Acquired Accounts included in the Borrowing Base as calculated in accordance with the proviso to the second to last paragraph of the definition of “Eligible Accounts.”

In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the Borrowers shall exclude such Inventory from Eligible Inventory on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.

“ Eligible Unbilled Accounts ” means Accounts arising from the performance of services and/or the delivery of Inventory for which an invoice has not yet been issued by any Borrower or any Subsidiary Guarantor to the applicable Account Debtor, but which otherwise satisfy the criteria for “Eligible Accounts” (as set forth in the definition thereof), so long as an invoice is sent to the applicable Account Debtor within ninety (90) days of the creation of Borrowers’ internal invoice maintained by the Borrowers for the tracking of unbilled accounts (or from any replacement mechanism established in accordance with Section 5.15 ).

“ Envi ronmental Laws ” means all applicable Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives and orders (including consent orders), having the force and effect of law, in each case, relating to protection of the environment or natural resources, or to human health and safety as it relates to protection from environmental hazards.

“ Equi ty Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“ ERIS A ” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ ERIS A Affiliate ” means any trade or business (whether or not incorporated) that is under common control with any Loan Party under Section 414 of the Code or Section 4001 of ERISA.

“ ERIS A Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, but excluding any event for which the 30-day notice period is waived, with respect to a Pension Plan, (b) the incurrence by any Loan Party or an ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of any Loan Party or an ERISA Affiliate from any Pension Plan or Multiemployer Plan that results in liability to a Loan Party, (c) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice of intent to terminate any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan, (d) the adoption of any amendment to a Pension Plan that would require the provision of security pursuant to the Code, ERISA or other applicable law, (e) the occurrence of a “prohibited transaction” (within the meaning of Section 4975 of the Code) with respect to which any Borrower or Restricted Subsidiary is a “disqualified person” (within the meaning of Section 4975 of the Code) with respect to which any Borrower or Restricted Subsidiary could reasonably be expected to have any liability, or (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of any Pension Plan or Multiemployer Plan or the appointment of a trustee to administer any Pension Plan.

“ EU B ail-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.

“ Euro dollar ”, 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.

“ Even t of Default ” has the meaning assigned to such term in Article VII .

“ E xce ss Availability ” means, at any time, an amount equal to the sum of (i) Availability plus (ii) Qualified Cash. For purposes of this definition, Qualified Cash cannot constitute more than 25% of the sum of (i) and (ii) herein.

“ E xcl uded Contributions ” means Net Cash Proceeds, marketable securities or Qualified Proceeds received by or contributed to the Borrowers from,

(a) contributions to its common equity capital, and

(b) the sale (other than to the Borrowers or a Subsidiary of the Borrowers or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrowers or a Subsidiary of the Borrowers) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Borrowers, in each case, designated as Excluded Contributions pursuant to the provisions of the Term Loan Agreement.

“ Excluded Domes tic Holdco ” means a Domestic Subsidiary, substantially all of the assets of which consist of Equity Interests of one or more Foreign Subsidiaries.

“ Excl uded Domestic Subsidiary ” means any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of a direct or indirect Foreign Subsidiary or (b) an Excluded Domestic Holdco.

“ Excluded Foreig n Subsidiary ” shall mean a Foreign Subsidiary which is (a) a “controlled foreign corporation” (as defined in the Code), (b) a direct or indirect Foreign Subsidiary owned by a Foreign Subsidiary described in cl ause (a) , or (c) a Foreign Subsidiary that has no material assets other than Equity Interests of one or more Subsidiaries described in clause (a) .

“ Excl uded Parties ” has the meaning assigned to such term in Section 9.16 .

“ E xcl uded Subsidiary ” means (a) any subsidiary that is not a Wholly-Owned Subsidiary, (b) any Immaterial Subsidiary, (c) any subsidiary that is prohibited by applicable law or contractual obligations from guaranteeing the Obligations, (d) any Unrestricted Subsidiary, (e) any Foreign Subsidiary or Excluded Domestic Subsidiary, (f) any captive insurance subsidiary, (g) any not-for-profit subsidiary, (h) any other subsidiary with respect to which in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of providing a guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (i) any subsidiary that would require governmental (including regulatory) consent, approval, license or authorization to provide such guaranty (unless such consent, approval, license or authorization has been received), (j) any subsidiary that is a special purpose entity and (k) any subsidiary if guaranteeing the Obligations by such subsidiary would result in material adverse tax consequences to Holdings or one of its Subsidiaries, as reasonably determined by the Borrower.

“ Excl uded Swap Obligation ” means, with respect to any Guarantor, any Hedging Obligations if, and to the extent that, all or a portion of the guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Hedging Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Hedging Obligation or (b) in the case of a Hedging Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Guarantor is a “financial entity,” as defined in Section 2(h)(7)(C)(i) the Commodity Exchange Act (or any successor provision thereto), at the time the guaranty of such Guarantor becomes or would become effective with respect to such related Hedging Obligation. If a Hedging Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“ Excl uded Taxes ” means, any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender (collectively, a “recipient”), or required to be withheld or deducted from a payment to a recipient, (a) Taxes imposed on (or measured by) its net income and franchise (and similar) Taxes imposed on it in lieu of net income Taxes pursuant to the laws of the jurisdiction in which such recipient is organized or in which the principal office or applicable lending office of such recipient is located (or any political subdivision thereof), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Lender, any withholding Tax that is imposed on amounts payable to such recipient at the time such recipient becomes a party to this Agreement (other than an assignment pursuant to a request by the Borrowers under Section 2.21 (a) ) or designates a new lending office, except in each case to the extent that such recipient (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Tax pursuant to Section 2.20 (a) and (d) Taxes attributable to such recipient’s failure to comply with Section 2.20 (e) , and (e) any U.S. federal withholding Taxes imposed under FATCA.

“ Exis ting Floorplan Agreement ” has the meaning specified in the Recitals to this Agreement.

“ E xis ting Revolving Loans ” has the meaning assigned to such term in Section 2.32 (a) .

“ Exte nded Revolving Loans ” has the meaning assigned to such term in Section 2.32 (a) .

“ Exte nded Revolving Loan Commitments ” means one or more commitments hereunder to convert Existing Revolving Loans to Extended Revolving Loans of a given Extension Series pursuant to an Extension Amendment.

“ Exte nding Lender ” has the meaning provided in S ection 2.32 (c) .

“ Exte nsion Amendment ” has the meaning provided in S ection 2.32 (d) .

“ Exte nsion Election ” has the meaning provided in S ection 2.32 (c) .

“ Exte nsion Request ” has the meaning provided in S ection 2.32 (a) .

“ Exte nsion Series ” has the meaning provided in S ection 2.32 (a) .

“ FATC A ” 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), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any laws, rules, regulations or official administrative pronouncements issued in connection with the implementation of any intergovernmental agreements entered into with respect to the foregoing.

“ Fede ral Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.

“ Fina ncial Officer ” of any Person means the chief executive officer, the president, chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person.

“ Fitc h ” means Fitch Ratings Inc., or any successor thereto.

“ Fixe d Charges ” means, with respect to any Person for any period, the sum, without duplication, of:

(a) cash Consolidated Interest Expense of such Person and Restricted Subsidiaries for such period; plus

(b) all scheduled principal payments (excluding all voluntary prepayments and mandatory prepayments other than regularly-scheduled amortization payments) on Consolidated Funded Indebtedness of such Person and Restricted Subsidiaries made during such period.

“ Fixed Charge Coverage Ratio ” means the ratio, determined as of the end of each fiscal quarter of the Borrowers and Borrowers’ Restricted Subsidiaries for the four fiscal quarters then ended, of (a) Consolidated EBITDA minus without duplication, the sum of (i) Unfinanced Capital Expenditures paid in cash, (ii) Taxes paid in cash and (iii) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) paid in reliance on the Distribution Condition; to (b) Fixed Charges, all calculated for the Borrowers and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP.

“ F loor plan Advance ” means an advance under the terms of Section 2.26 made on the same day by the Lenders (or Floorplan Funding Agent on behalf thereof).

“ Fl oor plan Approval ” means the Floorplan Funding Agent’s approval to finance particular Inventory for Borrowers or a Subsidiary Guarantor in accordance with the terms of this Agreement and which is evidenced by the Floorplan Funding Agent issuing a financing approval number to the Floorplan Approved Vendor of such Inventory.

“ Floor plan Approved Vendor ” means as of the Closing Date, Cisco and Dell Inc., and thereafter, any vendor approved by the Floorplan Funding Agent in its sole discretion and for which no Floorplan Vendor Termination has occurred.

“ Floor plan Approved Vendor Agreement ” means a vendor agreement between a Floorplan Approved Vendor and the Floorplan Funding Agent, in form and substance satisfactory to Floorplan Funding Agent.

“ F loor plan Facility ” means the Floorplan Advance facility provided for under Section 2.26 .

“ Fl oor plan Financed Inventory ” means Eligible Inventory that has been financed through outstanding Floorplan Advances and that remains unsold and in the possession and/or control of Borrowers.

“ Fl oor plan Funding Agent ” means CDF, in its capacity as funding agent for the Floorplan Advances.

“ F loor plan Funding Date ” means the date on which a Floorplan Advance occurs.

“ Floor plan Invoice ” means, with respect to a Floorplan Approval, the invoice issued by a Floorplan Approved Vendor for the purchase of Inventory subject to such Floorplan Approval.

“ Fl oor plan Invoice Payment Date ” means, with respect to a Floorplan Obligation, the date on which Floorplan Funding Agent pays the applicable Floorplan Approved Vendor pursuant to the applicable Floorplan Approved Vendor Agreement.

“ Fl oor plan Obligation ” means a Floorplan Approval with respect to which (a) the applicable Inventory has been shipped and a Floorplan Invoice has been received by the Floorplan Funding Agent or (b) all criteria for an obligation of the Floorplan Funding Agent to remit payment to a Floorplan Approved Vendor for the Borrowers’ purchase of Inventory under the terms of an agreement between the Floorplan Funding Agent and a Floorplan Approved Vendor have been met. The amount of a Floorplan Obligation applicable to a Floorplan Approval shall be the gross amount of the applicable Invoice. Upon the funding of a Floorplan Advance with respect to any Floorplan Obligation, such Floorplan Advance shall constitute such Floorplan Obligation (to the extent of such Floorplan Advance).

“ Floor plan Payment Due Date ” means, with respect to a Floorplan Obligation, the date set forth in the applicable Transaction Statement as the payment due date on which Borrowers are obligated to repay such Floorplan Obligation (including if no Floorplan Advance has been made in respect thereof, the payment due date on which Borrowers are obligated to pay the Floorplan Funding Agent for the applicable Floorplan Obligations set forth in such Transaction Statement); pr ovi ded , that notwithstanding the foregoing, if this Agreement is terminated or the Obligations otherwise become due and payable pursuant to this Agreement prior to such date, the Floorplan Payment Due Date with respect to such Floorplan Obligation shall be the earlier of the Maturity Date or the date the Obligations become due and payable pursuant to this Agreement.

“ Fl oor plan Vendor Credits ” means all of Borrowers’ rights to any price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and other amounts which at any time are due Borrowers from a Floorplan Approved Vendor.

“ Forei gn Lender ” means any Lender or any Issuing Bank that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, unless such Lender or Issuing Bank is a disregarded entity for U.S. federal income Tax purposes owned by a non-disregarded U.S. entity.

“ Forei gn Plan ” means any pension plan, fund or other similar program (other than a government-sponsored plan) that (a) primarily covers employees of any Loan Party and/or any of its Restricted Subsidiaries who are employed outside of the United States and (b) is subject to any statutory funding requirement as to which the failure to satisfy results in a Lien or other statutory requirement permitting any Governmental Authority to accelerate the obligation of the Borrowers or any Restricted Subsidiary to fund all or a substantial portion of the unfunded, accrued benefit liabilities of such plan.

“ Forei gn Subsidiary ” means any direct or indirect Restricted Subsidiary of the Borrowers which is not a Domestic Subsidiary.

“ F undi ng Account ” means a deposit account designated by the Borrowers in the applicable Borrowing Request or the applicable Swingline Loan request, as the case may be.

“ GAAP ” means United States generally accepted accounting principles.

“ Gover ning Board ” means, with respect to any Person, the duly elected and incumbent board of directors, board of managers or other equivalent governing body of such Person.

“ G over nment Securities ” means securities that are (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provi ded that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“ Gover nmental Authority ” means the government of the United States of America or any other nation, 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.

“ Grant ing Lender ” has the meaning assigned to such term in Section 9.04( j) .

“ G uara ntee and Collateral Agreement ” means the Guarantee and Collateral Agreement, substantially in the form of Exhibit D , dated as of the Closing Date, among the Loan Parties party thereto and the Collateral Agent for the benefit of the Secured Parties.

“ Guara ntors ” means Holdings and the Subsidiary Guarantors.

“ Hazar dous Materials ” means any material, substance or waste classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant” under any Environmental Laws.

“ H edgi ng Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“ Hedgi ng Obligations ” means, with respect to any Person, the obligations of such Person under any Hedging Agreement.

“ H edgi ng Termination Value ” means, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).

“ Holdi ngs ” has the meaning assigned to such term in the preamble.

“ I mmat erial Subsidiary ” means each of the Restricted Subsidiaries of the Borrowers for which (i) the assets of such Restricted Subsidiary constitute less than 2.5% of Consolidated Total Assets and (ii) such Restricted Subsidiary contributes less than 2.5% of the Consolidated EBITDA of the Borrowers and Borrowers’ Restricted Subsidiaries, in each case that has been designated as such by the Lead Borrower in a written notice delivered to the Administrative Agent (other than any such Restricted Subsidiary as to which the Lead Borrower has revoked such designation by written notice to the Administrative Agent); pr ovi ded that (a) the Consolidated Total Assets attributable to all such Restricted Subsidiaries shall not exceed 5.0% of Consolidated Total Assets and (b) the Consolidated EBITDA attributable to all such Restricted Subsidiaries shall not exceed 5.0% of the Consolidated EBITDA of the Borrowers and Borrowers’ Restricted Subsidiaries.

“ I ncre mental Amendment ” has the meaning assigned to such term in Section 2.24( b) .

“ I ndeb tedness ” means, with respect to any Person, without duplication:

(a) any indebtedness of such Person, whether or not contingent:

(i) in respect of borrowed money;

(ii) evidenced by bonds, notes, debentures or similar instruments;

(iii) evidenced by letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(iv) Capitalized Lease Obligations;

(v) representing the balance deferred and unpaid of the purchase price of any property (other than Capitalized Lease Obligations) to the extent due more than six months from the date of incurrence; or

(vi) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (a) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(c) to the extent not otherwise included, the obligations of the type referred to in clause (a) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

pr ovi ded , how ever , that notwithstanding the foregoing, Indebtedness shall be deemed not to include any (i) Contingent Obligations incurred in the ordinary course of business, (ii) obligations under or in respect of Floorplan Advances and other inventory financing agreements entered into in the ordinary course of business, (iii) trade accounts and accrued expenses payable in the ordinary course of business, (iv) any earn-out, purchase price or working capital adjustment obligation, non-compete agreement obligations, consulting obligations and deferred compensation obligations until any such obligation is not paid within five Business Days after becoming due and payable, (v) accruals for payroll and other liabilities accrued in the ordinary course of business, (vi) liabilities associated with customer prepayments and deposits, and (vii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Hedging Termination Value thereof as of such date. The amount of Indebtedness of any Person under clause (c) above shall be deemed to equal the lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as reasonably determined by such Person in good faith.

“ Indem nified Taxes ” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrowers under any Loan Document and (ii) Other Taxes.

“ Indem nitee ” has the meaning assigned to such term in Section 9.05( b) .

“ Initi al Maturity Date ” means (i) the earlier to occur of (a) the fifth anniversary of the Closing Date and (b) any earlier date on which the Commitments are reduced to $0 or otherwise terminated pursuant to the terms hereof.

“ Initi al Period ” means the period commencing on the Closing Date and ending on September 30, 2017.

“ Insol vency Proceedings ” means, with respect to any Person, any case or proceeding with respect to such Person under any Debtor Relief Law, or the appointment, whether at common law, in equity or otherwise, of any trustee, custodian, receiver, liquidator or the like for all or any material portion of the property of such Person.

“ I ntel lectual Property Security Agreement ” means any of the following agreements executed on or after the Closing Date: (a) a Trademark Security Agreement substantially in the form of Exhibit F-1 , (b) a Patent Security Agreement substantially in the form of Exhibit F-2 or (c) a Copyright Security Agreement substantially in the form of Exhibit F-3 .

“ Intercreditor A greement ” shall mean the Intercreditor Agreement, dated as of the Closing Date, among the administrative agent under the Term Loan Agreement, as the Term Loan Agent (as defined therein), and the Collateral Agent, as the ABL Agent (as defined therein).

“ Inter est Payment Date ” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to such Loan and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing, (c) with respect to Floorplan Advances (which the Floorplan Funding Agent pays to the Lenders with respect to periods prior to the Floorplan Payment Due Date therefor), on or before the second Business Day of each month, commencing June 30, 2017, and (d) the Maturity Date.

“ I nter est Period ” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one, two, three or six months (or twelve months or shorter than one month, in each case, if available to all of the Lenders) (or such other periods acceptable to the Lenders) thereafter, as the Borrowers may elect; provi ded , how ever , that 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.

“ I nter im Period ” has the meaning assigned to such term in Section 7.02 .

“ Inven tory ” has the meaning assigned to such term in the Guarantee and Collateral Agreement.

“ I nven tory Reserve ” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as may be established from time to time by the Administrative Agent in its Permitted Discretion, with respect to changes in the determination of the salability of the Eligible Inventory or which reflect such other factors as negatively affect the market value of the Eligible Inventory based on any material facts or circumstances which arose after the Closing Date or which otherwise first became known to the Administrative Agent and the Collateral Agent after the Closing Date.

“ I nves tment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“ I nves tment Grade Securities ” means (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); (b) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Holdings, the Borrowers and Borrowers’ Subsidiaries; (c) investments in any fund that invests exclusively in investments of the type described in clauses (a) and ( b) which fund may also hold immaterial amounts of cash pending investment or distribution; and (d) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ I nves tments ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans, guarantees, advances, issuances of letters of credit or similar financial accommodations or capital contributions (excluding accounts receivable, trade credit, management fees, advances to customers, commission, travel, entertainment, relocation, payroll and similar advances to directors, officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value but giving effect to any returns or distributions received by such Person with respect thereto. For purposes of the definition of “Unrestricted Subsidiary” and Section 6.03 :

“Investments” shall include the portion (proportionate to the Borrowers’ direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of a subsidiary of the Borrowers at the time that such subsidiary is designated an Unrestricted Subsidiary; pr ov ided , ho wever , that upon a redesignation of such subsidiary as a Restricted Subsidiary, the Borrowers or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(i) the Borrowers’ direct or indirect “Investment” in such subsidiary at the time of such redesignation; less

(ii) the portion (proportionate to the Borrowers’ direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as reasonably determined in good faith by the Borrowers.

“ I RS ” means U.S. Internal Revenue Service and any successor Governmental Authority.

“ I ssui ng Bank ” means Wells Fargo and each other Lender so designated by the Lead Borrower with such Lender’s consent and with prior written notice to the Administrative Agent, in its capacity as the issuer of Letters of Credit hereunder, and any of their successors in such capacity as provided in Se ction 2.23( i)(i) ; pro vi ded that at no time shall there be more than two (2) Issuing Banks without the prior written consent of the Administrative Agent. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ I ssui ng Bank Individual Sublimit ” means, (i) for each of the Issuing Banks party hereto on the Closing Date, the amount set forth in the schedule below next to such Issuing Bank’s name, (ii) for each Issuing Bank that replaces a previous Issuing Bank pursuant to Section 2.23( i)(i) , the Issuing Bank Individual Sublimit of the replaced Issuing Bank that was in effect immediately prior to the replacement and (iii) for each additional Issuing Bank added pursuant to Section 2.23( i)(ii) , an amount agreed among the Borrowers, the Administrative Agent and such additional Issuing Bank, with the Issuing Bank Individual Sublimit or Issuing Bank Individual Sublimits of one or more other Issuing Banks being reduced (with the consent of such Issuing Bank or Issuing Banks) to the extent necessary to maintain compliance with the following proviso; provi ded that the sum of all Issuing Bank Individual Sublimits shall equal $15,000,000.


Issuing Bank	Issuing Bank Individual Sublimit
Wells Fargo	$	15,000,000

“ Issui ng Bank Issued Amount ” means, with respect to each Issuing Bank, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time issued by such Issuing Bank plus (b) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrowers at such time.

“ Junio r Financing ” means any Subordinated Indebtedness or any Consolidated Funded Indebtedness that is unsecured or secured on a junior lien basis to the Liens securing the Obligations (other than, for the avoidance of doubt, the Term Loan Obligations), in each case which is Material Indebtedness.

“ Ju nio r Financing Documentation ” means any indenture and/or other agreement pertaining to Junior Financing and all documentation delivered pursuant thereto.

“ Landl ord Lien Reserve ” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, an amount, in Agent’s Permitted Discretion, not to exceed (a) up to three months’ rent with respect to each leased location where Eligible Inventory is located, other than leased locations with respect to which the Administrative Agent has received a Collateral Access Agreement or (b) zero with respect to such leased location where Eligible Inventory is located and where the Administrative Agent has determined in its sole discretion not to require Collateral Access Agreement or establishment of reserve; provi ded that no Landlord Lien Reserves may be established prior to the date that is 90 days after the Closing Date.

“ Lates t Maturity Date ” means, at any date of determination, the latest maturity date applicable to any Revolving Loans or Revolving Commitments hereunder at such time, including the latest termination date of any Existing Revolving Loans or Extended Revolving Loan Commitments, as applicable, as extended in accordance with this Agreement from time to time.

“ LC Co llateral Account ” has the meaning assigned to such term in Section 2.23( j) .

“ L C Co mmitment ” means the commitment of the Issuing Banks to issue Letters of Credit pursuant to Section 2.23 .

“ LC Di sbursement ” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“ L C Ex posure ” means, at any time, the sum of (a) the aggregate amount of all Letters of Credit that remains available for drawing at such time and (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender at any time shall be its Pro Rata Percentage of the total LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provi ded that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“ LCT E lection ” means the Borrower’s election to treat a specified transaction as a Limited Condition Transaction in accordance with Section 1.11 .

“ LCT T est Date ” shall have the meaning assigned to such term in Section 1.11 .

“ Le ad Borrower ” has the meaning assigned to such term in the preamble.

“ L ende rs ” means (a) the Persons listed on Schedule 2.01 (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance or pursuant to Section 2.21( a) ) and (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance. Unless the context otherwise requires, the term “Lenders” shall include the Swingline Lender.

“ L ette r of Credit ” means any letter of credit issued pursuant to this Agreement.

“ L IBO Rate ” means (i) the rate per a nnum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period; pro vi ded that if LIBO Rate is quoted under either of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, LIBO Rate shall be equal to the Interpolated Rate.

“ L ien ” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof and any other agreement to give a security interest in such asset; pro vi ded that in no event shall an operating lease or occupancy agreement be deemed to constitute a Lien.

“ L imi t ed Condition Transaction ” means any Investment, or any acquisition of any assets, business or Person, permitted hereunder (subject to Sec tion 1.11 ) by any Borrower or one or more of its Restricted Subsidiaries, including by way of merger or amalgamation, whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“ Limit ed Condition Transaction Agreement ” as defined in Section 1.11 .

“ Li mit ed Non-Guarantor Debt Exceptions ” shall have the meaning assigned to such term in Section 6.01( g) .

“ L ine Cap ” means, at any time, the lesser of the aggregate amount of Revolving Commitments and the then-applicable Borrowing Base.

“ Loan Documents ” means this Agreement, the Security Documents, and the Notes, if any, executed and delivered pursuant to Section 2.04( e) , any Letter of Credit application, and the Agent Fee Letter.

“ L oan Parties ” means the Borrowers and the Guarantors.

“ Loans ” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, but excluding Floorplan Advances.

“ M argi n Stock ” has the meaning assigned to such term in Regulation U.

“ Ma ter ial Adverse Effect ” means a material adverse effect (i) on the business, operations, assets, financial condition or results of operations of the Borrowers and its Restricted Subsidiaries, taken as a whole or (ii) on any material rights and remedies of the Administrative Agent and the Lenders under any Loan Document, taken as a whole.

“ Mater ial Indebtedness ” means Indebtedness (other than the Obligations), or Hedging Obligations, of any one or more of the Borrowers and Borrowers’ Restricted Subsidiaries in an aggregate principal amount greater than or equal to $15,000,000. For purposes of determining “Material Indebtedness”, the “principal amount” of the obligations of any Borrower or Restricted Subsidiary in respect of any Hedging Obligation at any time shall be the Hedging Termination Value therefor.

“ Matur ity Date ” means the Initial Maturity Date or the Latest Maturity Date, as applicable.

“ Maxim um Rate ” has the meaning assigned to such term in Section 9.09 .

“ M NPI ” means material non-public information with respect to Holdings, the Borrowers or any of their respective subsidiaries or the respective securities of any of the foregoing.

“ Moody ’ s ” means Moody’s Investors Service, Inc., or any successor thereto.

“ Mortg aged Properties ” means each parcel of fee owned real property located in the United States with a book value in excess of $5,000,000 (at the Closing Date or, with respect to fee owned real property acquired after the Closing Date, at the time of acquisition) and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.09 or Se ction 5.10 to secure the Secured Obligations.

“ M ortg aged Property Owner ” means, with respect to (i) each Mortgaged Property and (ii) each real property required to become a Mortgaged Property pursuant to Section 5.09 and/or Section 5.10, the Borrower and/or Restricted Subsidiary or Restricted Subsidiaries that own(s) such Mortgaged Property or real property, as applicable.

“ Mortg ages ” means the mortgages, deeds of trust and other security documents granting a Lien on any fee owned real property of a Loan Party, together with its interest in such fee owned real property, to secure the Secured Obligations, each in a form reasonably satisfactory to the Collateral Agent.

“ Mu lti employer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA under which the Borrowers, any Restricted Subsidiary or any of their respective ERISA Affiliates has any obligation or liability (contingent or otherwise).

“ Net C ash Proceeds ” means (a) with respect to any Disposition or Property Loss Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds subsequently received (as and when received) in respect of deferred payments or noncash consideration initially received, net of any costs relating to the Disposition thereof), net of (i) out-of-pocket expenses incurred (including reasonable and customary broker’s fees or commissions, investment banking, consultant, legal, accounting or similar fees, survey costs, title insurance premiums, and related search and recording charges, transfer, deed, recording and similar Taxes incurred by the Borrowers and their respective Restricted Subsidiaries in connection therewith), and the Borrowers’ good faith estimate of Taxes paid or payable (including payments under any tax sharing agreement or arrangement of the type described in clause (a)(ii) of the definition of Consolidated EBITDA), in connection with such Disposition or such Property Loss Event (including, in the case of any such Disposition or Property Loss Event in respect of property of any Foreign Subsidiary, Taxes payable upon the repatriation of any such proceeds), (ii) amounts provided as a reserve, in accordance with GAAP, against any (x) liabilities under any indemnification obligations or purchase price adjustment associated with such Disposition and (y) other liabilities associated with the asset disposed of and retained by the Borrowers or any of their respective Restricted Subsidiaries after such Disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters ( provi ded that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligation which is secured by a Lien on the asset sold that (A) has priority over the Lien securing the Obligations and which is repaid (other than Indebtedness hereunder) or (B) is required to be repaid and is repaid pursuant to intercreditor arrangements entered into by the Administrative Agent or the Collateral Agent, (iv) in the case of any such Disposition or Property Loss Event by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iv) ) attributable to minority interests and not available for distribution to or for the account of the Borrowers or a wholly-owned Restricted Subsidiary as a result thereof and (v) any funded escrow established pursuant to the documents evidencing any such sale or Disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or Disposition ( prov i ded that to the extent that any amounts are released from such escrow to any Loan Party or a Restricted Subsidiary, such amounts net of any related expenses shall constitute Net Cash Proceeds), and (b) with respect to any incurrence of Indebtedness or issuance of Equity Interests, the cash proceeds thereof, net of all Taxes (including, in the case of such Indebtedness incurred by a Foreign Subsidiary, Taxes payable upon the repatriation of any such proceeds) and customary fees, commissions, costs and other expenses incurred by the Borrowers and their respective Restricted Subsidiaries in connection therewith.

“ Net Orderly Liquidation Value ” means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent in its Permitted Discretion by a nationally recognized appraiser acceptable to the Administrative Agent (following consultation with the Borrowers) net of all costs of liquidation thereof.

“ Non-C onsenting Lenders ” has the meaning assigned to such term in Section 9.08( e) .

“ Non-Debt Fund Affiliate ” shall mean any Affiliate of Holdings, but excluding (a) Holdings and its Subsidiaries, (b) any Debt Fund Affiliate and (c) any natural person.

“ Note ” has the meaning specified in Section 2.04( f) .

“ N YFRB ” 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); pr ovi ded 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.

“ Oblig ations ” means the unpaid principal of and interest on the Loans, all Floorplan Advances, all LC Exposure, and all other obligations and liabilities of the Borrowers or any other Loan Party to the Administrative Agent, the Floorplan Funding Agent, the Collateral Agent, any Issuing Bank or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Existing Floorplan Agreement, this Agreement, any other Loan Document and the Letters of Credit and whether on account of principal, interest, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid pursuant hereto or any other Loan Document and including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to a Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) or otherwise.

“ Offic er ’ s Certificate ” means a certificate signed on behalf of the Borrowers by a Responsible Officer of the Lead Borrower.

“ O ther Taxes ” means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document (other than an assignment made pursuant to Section 2.21 ).

“ O vern ight 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 its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“ Paren t ” means a Person formed for the purpose of owning all of the Equity Interests, directly or indirectly, of Holdings.

“ Parti cipations ” means, as the context requires, a participation in the Loans, Floorplan Advances, Swingline Loans or LC Exposure.

“ P ayme nt Condition ” means the following conditions in connection with any transaction for which satisfaction of the Payment Condition is required under this Agreement: (a) no Event of Default has occurred and is continuing or would immediately result upon the consummation of such transaction, (b) Excess Availability on a pro forma basis after giving effect to such transaction is at least the greater of (i) 12.5% of the Line Cap and (ii) $7,500,000, and (c) if Excess Availability less than is the greater of (i) 15% of the Line Cap and (ii) $7,500,000, pro forma compliance with Section 6.13 immediately after giving effect to such transaction.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ P ensi on Event ” means (a) the whole or partial withdrawal of a Loan Party or any Restricted Subsidiary from a Foreign Plan during a Foreign Plan year, (b) the filing or a notice of interest to terminate in whole or in part a Foreign Plan or the treatment of a Foreign Plan amendment as a termination or partial termination, (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Foreign Plan, (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of a trustee to administer, any Foreign Plan, (e) the failure to satisfy any statutory funding requirement, (f) the adoption of any amendment to a Foreign Plan that would require the provision of security pursuant to applicable law or (g) any other extraordinary event or condition with respect to a Foreign Plan which, with respect to each of the foregoing clauses, could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan.

“ Pensi on Plan ” means any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan or Foreign Plan) that is subject to Title IV of ERISA and/or Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has any obligation or liability (contingent or otherwise).

“ Perfe ction Certificate ” means a perfection certificate executed by the Loan Parties in a form reasonably approved by the Collateral Agent, as the same shall be supplemented in writing from time to time in accordance with the Guarantee and Collateral Agreement.

“ P ermi tted Asset Swap ” means, to the extent allowable under Section 1031 of the Code, the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets (excluding any boot thereon) between the Borrowers or any of its Restricted Subsidiaries and another Person.

“ P ermi tted Discretion ” means the Administrative Agent’s reasonable credit judgment (from the perspective of a secured asset-based lender) made in good faith in accordance with customary business practices for comparable asset-based lending transactions, and as it relates to the establishment or adjustment of reserves or establishment or adjustment of any ineligibility

criteria pursuant to clause (w) of the definition of “Eligible Accounts” or clause (o) of “Eligible Inventory”, as applicable, shall require that (a) such establishment, adjustment or modification be based on the analysis of facts or events first occurring or first discovered by the Administrative Agent after the Closing Date that are materially different from the facts or events occurring or known to the Administrative Agent on the Closing Date, unless the Borrowers and the Administrative Agent agree in writing, (b) the contributing factors to such establishment, adjustment or modification shall not duplicate (i) any other exclusionary criteria set forth in the definitions of Eligible Accounts or Eligible Inventory as applicable (and vice versa), (ii) any reserves deducted in computing book value, (iii) any criteria or considerations taken into account in determining the Net Orderly Liquidation Value of inventory or (iv) any items taken into consideration in any appraisal, and (c) the amount of any such reserve or ineligibility criteria so established or the effect of any adjustment or modification thereto shall be a reasonable quantification (as reasonably determined by the Administrative Agent) of the incremental dilution of the Borrowing Base attributable to such contributing factors.

“ Permi tted Investments ” means:

(a) any Investment in the Borrowers or any of Borrowers’ Restricted Subsidiaries; pr ov ided that the fair market value of all Investments made by Loan Parties in Restricted Subsidiaries that are not Loan Parties or otherwise required to become Loan Parties in accordance with Section 5.09 made pursuant to this clause (a) shall not exceed (x) the greater of (i) $10,000,000 and (ii) 1.75% of Consolidated Total Assets, plus (y) an additional amount so long as, at the time of such Investment, both immediately before and after giving effect to such Investment, (i) no Event of Default has occurred and is continuing and (ii) on a pro forma basis, the Total Net Leverage Ratio shall be less than or equal to 4.00 to 1.00;

(b) any Investment in cash and Cash Equivalents (including Investments by any Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made) or Investment Grade Securities;

(c) any Investment by the Borrowers or any of Borrowers’ Restricted Subsidiaries in (including the acquisition thereof) a Person that is engaged in a Similar Business if, (x) both immediately before and after giving effect to such Investment, no Event of Default has occurred and is continuing and (y) as a result of such Investment:

(i) such Person is required to become a Loan Party in accordance with Section 5.0 9 ; or

(ii) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Loan Party,

(iii) and, in each case, any Investment held by such Person; pro vi ded that such Investment was not made or acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date, or an Investment consisting of any extension, modification or renewal of any Investment existing on the Closing Date, in each case, if greater than $5,000,000 as listed on Schedule 1.01 (e) ; pr ov ided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Agreement;

(f) any Investment acquired by the Borrowers or any of their respective Restricted Subsidiaries:

(i) in exchange for any other Investment (including debt obligations and Equity Interests) or accounts receivable held by any such Borrower or Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(ii) as a result of a foreclosure by any Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(g) Hedging Obligations permitted under Section 6.01(b)(ix);

(h) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Borrowers or any of their respective direct or indirect parent companies;

(i) Indebtedness permitted under Section 6.01;

(j) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 6.06 (except transactions described in clauses (c)(ix), (x) and (xiii) thereof);

(k) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(l) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (l) that are at the time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the sum of (A) the greater of $10,000,000 and 1.75% of Consolidated Total Assets at the time of such Investment, plus (B) so long as, at the time of such Investment, both immediately before and after giving effect to such Investment, no Event of Default has occurred and is continuing, the Net Cash Proceeds from any Disposition or Property Loss Event which are not required to be prepaid pursuant to the Term Loan Agreement or reinvested and which are not used for purposes of clause (a) above;

(m) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 6.05;

(n) advances to, or guarantees of Indebtedness of, directors, employees, officers and consultants not in excess of $5,000,000 outstanding at any one time, in the aggregate;

(o) loans and advances to officers, directors and employees for moving or relocation expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person’s purchase of Equity Interests of any Borrower or any direct or indirect parent company thereof;

(p) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;

(q) additional Investments in joint ventures in an aggregate amount at any time outstanding not in excess of the greater of (i) $5,000,000 and (ii) 0.875% of Consolidated Total Assets;

(r) loans and advances relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity or as otherwise specified in Section 6.06;

(s) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;

(t) Investments in industrial development or revenue bonds or similar obligations secured by assets leased to and operated by the Borrowers or any of their respective Subsidiaries that were issued in connection with the financing of such assets, so long as such Borrower or any such Subsidiary may obtain title to such assets at any time by optionally canceling such bonds or obligations, paying a nominal fee and terminating such financing transaction;

(u) deposits made by the Borrowers and Foreign Subsidiaries in Cash Pooling Arrangements;

(v) extensions of trade credit in the ordinary course of business;

(w) investments in vendors, suppliers and customers not in excess of $5,000,000 for any vendor, supplier and customer and not in excess of $20,000,000 for all such investments;

(x) loans and advances to any direct or indirect parent of the Borrowers not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 6.03(a), 6.03(b)(iv) or 6.03(b)(xv), such Investment being treated for purposes of the applicable clause of Section 6.03, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment;

(y) advances of payroll payments to employees in the ordinary course of business;

(z) Investments in deposit accounts, securities accounts and commodities accounts maintained by any Borrower or Restricted Subsidiary; and

(aa) guarantees by any Loan Party or any Restricted Subsidiary of leases or of obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business.

“ P ermi tted Investors ” means (a) the Sponsor, (b) any Person who is an officer or otherwise a member of management of the Parent or any of its subsidiaries on or after the Closing Date, (c) any Related Entity of any of the foregoing Persons and (d) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provi ded that in the case of such “group” and without giving effect to the existence of such “group” or any other “group,” such Persons specified in clauses (a) , (b) or (c ) (subject, in the case of officers, to the foregoing limitation) above, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Equity Interests of the Parent or any of its direct or indirect parent entities held by such “group”.

“ Permi tted Liens ” means, with respect to any Person:

(a) pledges or deposits by such Person in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other social security legislation, or pledges or deposits to secure the performance of bids, tenders, trade contracts, utilities, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business, or deposits as security for contested Taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(b) Liens of landlords, sub-landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising by operation of law (and consensual Liens granted in the ordinary course of business that are substantially similar thereto), so long as, in each case, such Liens secure amounts not overdue for a period of more than 60 days or if more than 60 days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(c) Liens for Taxes, assessments or governmental charges that are not delinquent for a period of more than any applicable grace period related thereto or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP;

(d) Liens in favor of the issuer of stay, customs, appeal, performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(e) covenants, conditions, easements, rights-of-way, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances and minor title defects, in each case affecting real property and that do not in the aggregate materially interfere with the ordinary conduct of the business of the Borrowers and their respective Restricted Subsidiaries, taken as a whole, and any exceptions on the Title Policies issued in connection with the Mortgaged Properties;

(f) Liens securing Indebtedness permitted to be incurred pursuant to Section 6.01 (b)(iv) , (x ii i) , (x v) , (x xi i) and (xxv i) ; pr ov ided , that (i) Liens securing Indebtedness permitted to be incurred pursuant to paragraphs (iv) and (xiii) of such Section 6.01(b) are solely on the assets financed, purchased, constructed, improved, acquired or assets of the acquired entity, as the case may be, and such Liens attach concurrently with or, in the case of paragraph (iv) of such Section 6.01(b) , within 270 days after the purchase, construction, improvement or acquisition of such assets and (ii) Liens securing Indebtedness permitted to be incurred pursuant to paragraph (xv) of such Section 6.01(b) shall be subject to the Intercreditor Agreement;

(g) Liens existing on the Closing Date and described in all material respects on Schedule 6.02 ;

(h) Liens on property or shares of stock of a Person at the time such Person becomes a subsidiary; pr ov ided , ho wever , such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a subsidiary; pr ov ided , fu rther , that such Liens may not extend to any other property owned by the Borrowers or any of their respective Restricted Subsidiaries;

(i) Liens on property at the time a Borrower or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into any Borrower or any of its Restricted Subsidiaries; pr ov ided , ho wever , that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; prov ided , fu rther , that the Liens may not extend to any other property owned by such Borrower or Restricted Subsidiary;

(j) Liens securing Indebtedness or other obligations of a Borrower or a Restricted Subsidiary owing to another Borrower or another Restricted Subsidiary permitted to be incurred in accordance with Section 6.01 (b)(vii) ;

(k) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is secured by a Lien on the same property securing such Hedging Obligations;

(l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to clause (c) , (f) or (k) of the definition of “Permitted Investments”, to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05 , in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(m) leases, subleases, licenses or sublicenses or operating agreements (including the provision of software or licenses and sublicenses of other intellectual property rights) granted to others by any Borrower or any of its Restricted Subsidiaries in the ordinary course of business which do not interfere in any material respect with the business of the Borrowers and their respective Restricted Subsidiaries, taken as a whole, or which do not secure any Indebtedness;

(n) Liens arising from UCC financing statement filings regarding operating leases entered into by the Borrowers and their respective Restricted Subsidiaries in the ordinary course of business;

(o) Liens in favor of any Borrower or Restricted Guarantor;

(p) Liens on inventory or equipment of any Borrower or any of its Restricted Subsidiaries granted in the ordinary course of business to the Borrower’s or such Restricted Subsidiary’s clients or customers at which such inventory or equipment is located;

(q) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by any Borrower or any of its Restricted Subsidiaries in the ordinary course of business or with respect to intellectual property that is not material to the business of any Borrower or any of its Restricted Subsidiaries;

(r) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness permitted by Section 6.01 and secured by any Lien referred to in the foregoing clauses (f) , (g ) , (h ) and (i) ; pr ov ided , ho wever , that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (f) , (g ) , (h ) and (i) at the time the original Lien became a Permitted Lien hereunder, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement and (iii) such new Lien shall be subject to the Intercreditor Agreement to the same extent as the original Lien was subject thereto;

(s) pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings permitted under Section 6.01 (b)(xxiv) ;

(t) Liens (i) securing judgments, orders or awards for the payment of money not constituting an Event of Default under Section 7.01 (i) , (ii) arising out of judgments or awards against any Borrower or any of its Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and for which adequate reserves have been made with respect thereto on the books of the applicable Person in accordance with GAAP and (iii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made with respect thereto on the books of the applicable Person in accordance with GAAP;

(u) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(v) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) in favor of banking institutions arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions, (iv) that are contractual rights of setoff or rights of pledge relating to (A) purchase orders and other agreements entered into with customers of any Borrower or any of its Restricted Subsidiaries in the ordinary course of business or (B) pooled deposit or sweep accounts of any Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Borrower or any of its Restricted Subsidiaries, and (v) including holdbacks on amounts deposited to secure obligations for charge-backs in respect of credit card and other payment processing services in the ordinary course of business;

(w) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.01 ; pr ov ided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(x) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(y) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrowers and their respective Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of any Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(z) Liens securing (i) the Obligations and the Secured Obligations and (ii) Incremental Equivalent Debt permitted to be incurred under Section 2.22 (d) ;

(aa) Liens on cash deposits of the Borrowers and Foreign Subsidiaries subject to a Cash Pooling Arrangement or otherwise over bank accounts of the Borrowers and Foreign Subsidiaries maintained as part of the Cash Pooling Arrangement, in each case securing liabilities for overdrafts of the Borrowers and Foreign Subsidiaries participating in such Cash Pooling Arrangements;

(bb) any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement, prov ided that no such encumbrance or restriction affects in any way the ability of any Borrower or Restricted Subsidiary to comply with Section 5.09 ;

(cc) Liens on property subject to Sale and Lease-Back Transactions permitted hereunder and general intangibles related thereto;

(dd) Liens consisting of contractual restrictions of the type described in the definition of Restricted Cash;

(ee) (i) Liens securing obligations under inventory financing agreements entered into in the ordinary course of business and (ii) Liens securing inventory financing agreements encumbering the applicable manufacturer’s or vendor’s identified goods which are the subject of such inventory financing arrangement, proceeds thereof (including any accounts receivable proceeds) and customary collateral ancillary thereto; prov ided that in the case of (i) and (ii) above, the agent, lender or other financing source in respect of such Indebtedness has entered into an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrowers, and the collateral subject to such Liens is segregated from the Collateral in a manner and to the extent satisfactory to the Administrative Agent in its Permitted Discretion;

(ff) other Liens securing obligations incurred in the ordinary course of business which obligations at any one time outstanding do not exceed the greater of (i) $10,000,000 and (ii) 1.75% of Consolidated Total Assets, in each case determined as of the date of incurrence

(gg) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(hh) ground leases in respect of real property on which facilities owned or leased by any Borrower or any of its Restricted Subsidiaries are located;

(ii) deposits of cash with the owner or lessor of premises leased and operated by any Borrower or any of its Restricted Subsidiaries to secure the performance of the Borrower’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises;

(jj) Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; and

(kk) deposit arrangements in the ordinary course of business under which software or source code is placed in escrow with customers on a non-exclusive basis.

“ Perso n ” means any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“ Platf orm ” has the meaning assigned to such term in Section 5.04 .

“ Po st- Default Floorplan Obligation ” shall have the meaning specified therefor in Section 2.26( b ).

“ Pr efe rred Stock ” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“ Prime Rate ” means at any time the rate of interest most recently announced by Wells Fargo at its principal office located at 420 Montgomery Street San Francisco, CA 94104 as its Prime Rate, with the understanding that the Prime Rate is one of Wells Fargo’s base rates, and serves as the basis upon which effective rates of interest are calculated for those loans making reference to it, and is evidenced by its recording in such internal publication or publications as Wells Fargo may designate. Each change in the rate of interest shall become effective on the date each Prime Rate change is announced by Wells Fargo.

“ Prope rty Loss Event ” means any event that gives rise to the receipt by any Borrower or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“ Pro R ata Percentage ” means, as of any date of determination:

(a) with respect to a Lender’s obligation to make Advances and right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Revolving Loans being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolving Commitment, by (z) the aggregate Revolving Commitments of all Revolving Lenders, and (ii) from and after the time that the Revolving Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances by (z) the outstanding principal amount of all Revolving Exposure,

(b) with respect to a Lender’s obligation to participate in Letters of Credit, to reimburse the Issuing Bank, and right to receive payments of fees with respect thereto, (i) prior to the Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolving Commitment, by (z) the aggregate Revolving Commitment of all Lenders, and (ii) from and after the time that the Revolving Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances by (z) the outstanding principal amount of all Advances;

prov ided , ho wever , that if all of the Advances have been repaid in full and Letters of Credit and/or Floorplan Obligations remain outstanding, Pro Rata Percentage under this clause shall be determined based upon subclause (i) of this clause as if the Revolving Commitments had not been terminated or reduced to zero and based upon the Revolving Commitments as they existed immediately prior to their termination or reduction to zero,

(c) with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 9.05 ), (i) prior to the Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolving Commitments, by (z) the aggregate amount of Revolving Commitments of all Lenders, and (ii) from and after the time that the Participations have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances, by (z) the outstanding principal amount of all Advances; pr ov ided , ho wever , that if all of the Advances have been repaid in full and Letters of Credit or Floorplan Obligations remain outstanding, Pro Rata Percentage under this clause shall be determined based upon subclause (i) of this clause as if the Participations had not been terminated or reduced to zero and based upon the Participations as they existed immediately prior to their termination or reduction to zero.

“ Prote ctive Advance ” has the meaning assigned to such term in Section 2.25 .

“ Pu bli c Lender ” has the meaning assigned to such term in Section 5.04 .

“ Qu ali fied Capital Stock ” of any Person means any Equity Interest of such Person that is not Disqualified Stock.

“ Q uali fied Cash ” means the amount of Unrestricted Cash and Cash Equivalents, in each case, from and after the date that is 90 days after the Closing Date that is deposited or held in a depository account or investment account subject to the Lien of the Collateral Agent and a deposit account control agreement satisfactory to the Collateral Agent.

“ Q uali fied ECP Guarantor ” means, in respect of any Hedging Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant security interest becomes or would become effective with respect to such Hedging Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Q uali fied Merger ” means, with respect to Holdings (or a direct or indirect parent of Holdings), the merger or consolidation with and into, or the dissolution or liquidation into, a special purpose acquisition company (or a subsidiary thereof), so long as (i) if Holdings is party to any such merger, consolidation, dissolution or liquidation, Holdings is the surviving or continuing entity of such merger, consolidation, dissolution or liquidation or the applicable surviving or continuing entity has assumed all obligations of Holdings under this Agreement and each other Loan Document pursuant to documentation acceptable to the Administrative Agent, (ii) the special purpose acquisition company is a publicly listed company, (iii) the Collateral after

giving effect to any such merger, consolidation, dissolution or liquidation shall be identical in all material respects to the Collateral prior to giving effect to such merger, consolidation, dissolution or liquidation, (iv) any security interests granted to the Collateral Agent for the benefit of the Lenders and the other Secured Parties pursuant to the Security Documents in the assets of Holdings (or such surviving or continuing entity) and the other Loan Parties shall remain in full force and effect and perfected to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution or liquidation, and all actions required to maintain said perfected status have been taken, and (v) in connection therewith, Holdings (or a direct or indirect parent of Holdings) or the Borrowers, as applicable, receives net proceeds of at least $50,000,000 that, if received by Holdings (or such direct or indirect parent of Holdings), are contributed by Holdings (or such direct or indirect parent of Holdings) to the Borrowers.

“ Qu ali fied Proceeds ” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; pro vi ded that the fair market value of any such assets or Capital Stock shall be determined by the Borrowers reasonably and in good faith.

“ Quali fied Public Offering ” means the initial underwritten primary public offering of common Equity Interests of Holdings (or a direct or indirect parent of Holdings) or the Lead Borrower pursuant to an effective registration statement (other than on Form S-8) filed with the SEC in accordance with the Securities Act that results in Holdings (or a direct or indirect parent of Holdings) or the Borrower, as applicable, receiving net proceeds of at least $50,000,000 that, if received by Holdings (or such direct or indirect parent of Holdings), are contributed by Holdings (or such direct or indirect parent of Holdings) to the Borrower.

“ Ra tin g Agencies ” means Moody’s, S&P and Fitch.

“ R efin ancing Indebtedness ” has the meaning assigned to such term in Section 6.01( b)(xii) .

“ R efun ding Capital Stock ” has the meaning assigned to such term in Section 6.03( b)(ii) .

“ R egis ter ” has the meaning assigned to such term in Section 9.04( e) .

“ R egul ation T ” means Regulation T of the Board and all official rulings and interpretations thereunder or thereof.

“ Regul ation U ” means Regulation U of the Board and all official rulings and interpretations thereunder or thereof.

“ Regul ation X ” means Regulation X of the Board and all official rulings and interpretations thereunder or thereof.

“ Relat ed Business Assets ” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, pro vi ded that any assets received by the Borrowers or a Restricted Subsidiary in exchange for assets transferred by the Borrowers or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless substantially concurrently following receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“ Relat ed Entity ” means (a) with respect to Clearlake Capital Group, L.P., (i) any investment fund controlled by or under common control with Clearlake Capital Group, L.P., any officer, director or person performing an equivalent function of the foregoing persons, or any entity controlled by any of the foregoing Persons and (ii) any spouse or lineal descendant (including by adoption and stepchildren) of the officers and directors referred to clause (a)(i ) ; and (b) with respect to any officer of the Borrowers or Borrowers’ Subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of the officer and (ii) any trust, corporation or partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held by the beneficiaries, equityholders, partners or owners who are the officer, any of the persons described in clause (b)(i ) above or any combination of these identified relationships.

“ Relat ed Fund ” means, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans or similar extensions of credit, any other fund that invests in bank loans or similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor. “ Relat ed Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, trustees, agents and advisors of such Person and such Person’s Affiliates.

“ R elea se ” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment.

“ Repor t ” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Borrowers’ and the applicable Subsidiary Guarantor’s assets from information furnished by or on behalf of the Borrowers or such Subsidiary Guarantor, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may (or shall, if required hereunder) be distributed to the Lenders by the Administrative Agent.

“ R equi red Lenders ” means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposure and unused Commitments representing more than 50% of the sum of the total Revolving Exposure and unused Commitments at such time; provi ded , that if there are two or more Lenders that are not Affiliates of each other, an affirmative vote of the “Required Lenders” shall require the affirmative vote of no fewer than two Lenders that are not Affiliates of each other.

“ Reser ves ” means, without duplication of one another or of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, all (if any) Availability Reserves, Accounts Reserves, Inventory Reserves, Banking Product Reserves and Unbilled Accounts Reserves; pro vi ded that the imposition of any Reserve following the Closing Date shall not take effect with respect to the Borrowing Base until three (3) Business Days after notice has been sent by the Administrative Agent to the Borrowers of the Administrative Agent’s intention to impose such Reserve, which notice shall include a reasonably detailed description of such Reserve being established (during which period (i) the Administrative Agent shall, if requested, discuss any such Reserve with the Lead Borrower and (ii) the Lead Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve, change or modification thereto no longer exists or exists in a manner that would result in the establishment of a lower Reserve, in a manner and to the extent reasonably satisfactory to the Administrative Agent).

“ Respo nsible Officer ” of any Person means the chief executive officer, chief financial officer, controller or, solely with respect to the delivery of any notice or request pursuant to Article II , any other officer designated in writing from time to time by the chief executive officer or chief financial officer of such Person.

“ R estr icted Cash ” means cash and Cash Equivalents held by any Loan Party or any Restricted Subsidiary that appears (or would be required to appear) as “restricted” on a consolidated balance sheet of such Loan Party or such Restricted Subsidiary (unless such appearance is related to the Loan Documents, the Term Loan Documents (to the extent subject to the Intercreditor Agreement), or the documentation evidencing any Replacement Loans, Incremental Equivalent Debt (each as defined in the Term Loan Agreement) (or the Liens created thereunder) that, in each case, is secured on a pari passu or junior basis with the Obligations) in accordance with GAAP.

“ R estr icted Guarantor ” means a Guarantor that is a Restricted Subsidiary.

“ R estr icted Investment ” means any Investment that is not a Permitted Investment.

“ R estr icted Payment ” means:

(a) the declaration or payment of any dividend or the making of any payment or distribution on account of the Borrowers’ or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(i) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Borrowers; or

(ii) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Borrowers or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of the Borrowers or any direct or indirect parent of the Borrowers, including in connection with any merger or consolidation;

(b) the making of any principal payment on, or redemption, repurchase, defeasance or other acquisition or retirement for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, of any Junior Financing other than Indebtedness permitted under Section 6.01 (b)(vii) ; or

“ Restr icted Subsidiary ” means, at any time, unless the context otherwise requires, each direct and indirect subsidiary of the Borrowers (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; pro vi ded , how ever , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary”.

“ Revol ving Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans, to acquire participations in Letters of Credit and Swingline Loans hereunder and to pay Floorplan Obligations, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 , (b) increased from time to time pursuant to Section 2.24 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 . The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender has assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $150,000,000.

“ Revol ving Commitment Increase ” has the meaning assigned to such term in Section 2.24( a) .

“ R evol ving Commitment Increase Closing Date ” has the meaning assigned to such term in Section 2.24( b) .

“ Revol ving Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, its LC Exposure and its Floorplan Advances and an amount equal to its Pro Rata Percentage of the aggregate principal amount of Swingline Loans and Protective Advances outstanding at such time.

“ Revol ving Lender ” means, as of any date of determination, a Lender or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“ R evol ving Loan ” means a Loan made pursuant to Section 2.01 .

“ S& P ” means S&P Global Ratings, and any successor thereto.

“ Sale and Lease-Back Transaction ” means any arrangement providing for the leasing by any Borrower or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by such Borrower or Restricted Subsidiary to a third Person in contemplation of such leasing.

“ Sanct ions ” shall have the meaning set forth in Section 3.22 .

“ Sanctioned Country ” means, at any time, a country, territory or region which is the subject or target of any Sanctions.

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union, any EU member state or Her Majesty’s Treasury of the United Kingdom (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person 50% or more owned by any such Person or Persons described in the foregoing clauses (a) or (b).

“ SE C ” means the U.S. Securities and Exchange Commission.

“ Secti on 5.04 Finan cials ” means the financial statements delivered, or required to be delivered, pursuant to Sections 5.04( a) and ( b) .

“ S ecur ed Indebtedness ” means any Indebtedness of the Borrowers or any of its Restricted Subsidiaries secured by a Lien.

“ S ecur ed Obligations ” means all Obligations, together with all (i) Banking Services Obligations and (ii) Hedging Obligations owing to one or more Lenders or their respective Affiliates (whether absolute or contingent); provi ded that such Lender (other than CDF) or its Affiliate, as the case may be, has complied with the provisions of Section 2.28 with respect to such Banking Services Obligations and/or Hedging Obligations. Notwithstanding the foregoing, the definition of “Secured Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any Secured Obligations of any Guarantor.

“ S ecured Parties ” means the “Secured Parties” as defined in the Guarantee and Collateral Agreement.

“ S ecur ities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Secur ity Documents ” means the Guarantee and Collateral Agreement, the Intellectual Property Security Agreements, the Perfection Certificate, the Intercreditor Agreement, any bailee, landlord or mortgagee waiver, any blocked account or control agreement, and each of the other instruments and documents executed and delivered with respect to the Collateral pursuant to Section 5.09 or 5. 10 or otherwise.

“ Senio r Secured Net Leverage Ratio ” means, as of any date, the ratio of (i) (A) Consolidated Funded Indebtedness on such date that is not Subordinated Indebtedness and that is secured by a Lien on property of the Borrowers or any of the Borrowers’ Restricted Subsidiaries, including all Capitalized Lease Obligations, at such date minu s (B) the lesser of (x) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Borrowers and Borrowers’ Restricted Subsidiaries and held by the Borrowers and Borrowers’ Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP and (y) $20,000,000, to (ii) Consolidated EBITDA for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent.

“ Simil ar Business ” means any business and any services, activities or businesses incidental, or directly related or similar to, or complementary to any line of business engaged in by the Borrowers and Borrowers’ Subsidiaries on the Closing Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“ Solve nt ” and “ Solve ncy ” mean, with respect to any Person or Persons on any date of determination, that on such date such Person or Persons (a) the Fair Value of the assets of such Person or Persons taken as a whole exceeds their Stated Liabilities and Identified Contingent Liabilities, (b) the Present Fair Salable Value of the assets of such Person or Persons taken as a whole exceeds the amount that will be required to pay the probable liability of their Stated Liabilities and Identified Contingent Liabilities, (c) such Person or Persons taken as a whole are not engaged in, and are not about to engage in, business for which they have Unreasonably Small Capital and (d) such Person or Persons taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature. For purposes of the definitions of “Solvent” and “Solvency”, the following terms or phrases used in this definition have the following meanings: (i) “Fair Value” means the amount at which the assets (both tangible and intangible), in their entirety, of any Person or Persons taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act; (ii) “Present Fair Salable Value” means the amount that could reasonably be expected to be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of any Person or Persons taken as a whole are sold on a going concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated; (iii) “Stated Liabilities” means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of any Person or Persons taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery of this Agreement and the Revolving Credit Agreement, the making of the loans hereunder and thereunder and the use of proceeds of such loans on any date of determination), determined in accordance with GAAP consistently applied; (iv) “Identified Contingent Liabilities” means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of any Person or Persons taken as a whole after giving effect to the Transactions (including the execution and delivery of this Agreement, the Revolving Credit Agreement, the making of the loans thereunder and the use of proceeds of such loans on any date of determination) (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of any Person or Persons (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5); (v) “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature” means any Person or Persons taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of Identified Contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted by any Person or Persons as reflected in the projected financial statements and in light of the anticipated credit capacity; (vi) “Do not have Unreasonably Small Capital” means any Person or Persons taken as a whole after consummation of the Transactions

(including the execution and delivery of this Agreement, the Revolving Credit Agreement, the making of the loans thereunder and the use of proceeds of such loans on any date of determination) is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for such period.

“ SPC ” has the meaning assigned to such term in Section 9.04( j) .

“ Speci fied Contribution ” has the meaning assigned to such term in Section 7.02 .

“ Spe ci fied Event of Default ” means an Event of Default under clause (b) , (c) , (g) or (h ) of Se ction 7.01 .

“ Specified Trans action ” shall mean any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of a Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of, or all or substantially all of the Equity Interests of, another Person or any Disposition of a business unit, line of business or division of a Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit), any Restricted Payment, or Incremental Term Loan (as defined in the Term Loan Agreement) that by the terms of the Term Loan Agreement requires such test to be calculated on a “ pro forma basis” or after giving “ pro forma effect” thereto.

“ Spo ns or ” means Clearlake Capital Group, L.P. and any of its Affiliates, and funds or partnerships managed or advised by any of them or any of their respective Affiliates, but not including, however, any portfolio company of any of the foregoing (including Holdings, the Lead Borrower or any of Borrowers’ Subsidiaries) or any Debt Fund Affiliate.

“ Sp ons or Management Agreement ” means that certain Amended and Restated Management and Monitoring Services Agreement by and between C1 Investment Corp., a Delaware corporation, the Lead Borrower and the Sponsor, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“ 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 to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar 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 such 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.

“ Subor dinated Indebtedness ” means any Indebtedness of the Borrowers and the Guarantors which is by its terms subordinated in right of payment to the Obligations of the Borrowers or such Guarantor, as applicable.

“ Subsi diary ” or “ subsi diary ” means, with respect to any Person (herein referred to as the “ paren t ”), any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned or held by the parent, one or more subsidiaries of the parent or a combination thereof. Unless otherwise specified, “Subsidiary” and “subsidiary” means any subsidiary of the Borrowers.

“ S ubsi diary Guarantor ” means each subsidiary listed on Schedule 1.01( a) , and each other subsidiary that is or becomes a party to the Guarantee and Collateral Agreement pursuant to Section 5.09 or otherwise.

“ Succe ssor Company ” has the meaning assigned to such term in Section 6.04( a)(i) .

“ S ucce ssor Person ” has the meaning assigned to such term in Section 6.04( c)(i) .

“ Su per majority Lenders ” means, at any time, Lenders having Revolving Exposure and unused Revolving Commitments representing at least 66.67% of the sum of the total Revolving Exposure and unused Revolving Commitments at such time; provi ded , that if there are two or more Lenders that are not Affiliates of each other, an affirmative vote of the “Supermajority Lenders” shall require the affirmative vote of no fewer than two Lenders that are not Affiliates of each other.

“ Swing line Commitment ” means the commitment of the Swingline Lender to make loans pursuant to Section 2.22 .

“ Swi ng line Exposure ” means, at any time, the sum of the aggregate of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall be its Pro Rata Percentage of the aggregate Swingline Exposure.

“ S wing line Lender ” means CDF, in its capacity as lender of Swingline Loans hereunder.

“ S wing line Loan ” means a Loan made pursuant to Section 2.22 .

“ Ta xes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges, liabilities or withholdings imposed by any Governmental Authority.

“ T erm Loans ” means term loans made available to the Borrowers pursuant to the Term Loan Agreement.

“ T erm Loan Agreement ” means that certain Term Loan Agreement, dated as of June 20, 2017, among Holdings, the Lead Borrower, JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent, and the Lenders (as defined therein), as amended, restated, amended and restated, supplemented or otherwise modified through the date hereof.

“ Term Loan Documents ” means the “Loan Documents” under and as defined in the Term Loan Agreement.

“ T erm Loan Obligations ” has the meaning assigned to such term in the Intercreditor Agreement.

“ T erm Loan Priority Collateral ” has the meaning assigned to such term in the Intercreditor Agreement.

“ T ermi nation Date ” means the date upon which all Commitments have terminated, no Floorplan Advances, Floorplan Obligations or Letters of Credit are outstanding (or if Floorplan Advances, Floorplan Obligations or Letters of Credit remain outstanding, as to which the Administrative Agent has been furnished a cash deposit or a back up standby letter of credit in accordance with the terms of this Agreement), and the Loans, Floorplan Advances and LC Exposure, together with all interest, fees and other non-contingent Secured Obligations, have been paid in full in cash.

“ Total Net Leverage Ratio ” means, as of any date, the ratio of (i) (A) Consolidated Funded Indebtedness on such date mi nu s (B) the lesser of (x) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Borrowers and their respective Restricted Subsidiaries and held by the Borrowers and their respective Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP and (y) $20,000,000, to (ii) Consolidated EBITDA for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent.

“ T rans action Expenses ” means any fees, costs or expenses incurred or paid by the Borrowers (or any direct or indirect parent of the Borrowers) or any of Borrowers’ Subsidiaries in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“ Trans actions ” means, collectively, (a) the execution of this Agreement and the Term Loan Agreement, (b) the funding of the Term Loans and the repayment in full of the Existing Term Debt (as defined in the Term Loan Agreement) with the proceeds thereof by the Lead Borrower on the Closing Date, (d) the consummation of the other transactions contemplated by the Loan Documents, and (e) the payment of the Transaction Expenses.

“ Tr ans action Statement ” means, with respect to a Floorplan Obligation, the transaction statement issued by Floorplan Funding Agent to Borrowers which sets forth the applicable Floorplan Payment Due Date.

“ Tr eas ury Capital Stock ” has the meaning set forth in Section 6.03( b)(ii) .

“ T rigg er Period ” has the meaning set forth in Section 6.13 .

“ Tr igg er Year ” means any fiscal year of the Borrowers during which two or more “triggering events” have occurred or on the last day of which a “triggering event” exists.

“ trigg ering event ” has the meaning set forth in Section 6.13 .

“ Ty pe ”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “ Rate ” means the Adjusted LIBO Rate and the Alternate Base Rate.

“ Unbilled Accounts Reserves ” means without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, reserves in the initial amount of $5,000,000 established as of the Closing Date and continuing until the Administrative Agent determines in its sole discretion that Borrowers have sufficiently segregated billed and unbilled Accounts such that unbilled Accounts are easily identifiable and reportable as unbilled Accounts.

“ U nfin anced Capital Expenditures ” means all Capital Expenditures that are not financed with the proceeds of any Indebtedness (except for the proceeds of Revolving Loans), other than (a) the purchase price paid in connection with any acquisition permitted hereunder, (b) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for such existing equipment being traded in at such time, (c) expenditures made in leasehold improvements, to the extent reimbursed by the landlord, (d) expenditures to the extent that they are actually paid for by any Person other than a Borrower or any of their Restricted Subsidiaries and for which no Borrower or any of their Restricted Subsidiaries has provided or is required to provide or incur, directly or indirectly, any consideration or monetary obligation to such third party or any other Person (whether before, during or after such period), (e) the purchase price of equipment that is purchased with insurance proceeds received in respect of equipment subject to a casualty or condemnation event and (f) property, plant and equipment taken in settlement of accounts.

“ Unifo rm Commercial Code ” or “ UCC ” means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

“ Unres tricted Cash and Cash Equivalents ” means, at any date of determination, the aggregate amount of cash and Cash Equivalents that would be listed on the consolidated balance sheet of the Lead Borrower prepared in accordance with GAAP to the extent such cash is not Restricted Cash.

“ U nres tricted Subsidiary ” means:

(a) any subsidiary of the Borrowers which at the time of determination is an Unrestricted Subsidiary (as designated by the Borrowers, as provided in S ection 5.11 ); and

(b) any subsidiary of an Unrestricted Subsidiary.

“ U SA P ATRIOT 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)).

“ Votin g Equity Interests ” of any Person as of any date, means the Equity Interests of such Person that are at such time entitled to vote for the election of the Governing Board (or members thereof) of such Person.

“ W eigh ted Average Life to Maturity ” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(a) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock mult iplied by the amount of such payment; by

(b) the sum of all such payments.

“ Wells Fargo ” has the meaning set forth in the preamble.

“ Wholl y-Owned Subsidiary ” of any Person means a subsidiary of such Person, 100% of the Equity Interests of which (other than directors’ qualifying shares) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“ W rite -Down and Conversion Powers ” means, 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.

Section 1.02. Te rms Generally . The definitions in Section 1.01 shall apply equally to both 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”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 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 of this Agreement unless the context shall otherwise require. All references to “knowledge” of any Loan Party or a Restricted Subsidiary of the Borrowers means the actual knowledge of a Responsible Officer, or the knowledge of a Responsible Officer would have obtained if he or she had engaged in good faith performance of his or her duties.

All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio (and the financial definitions used therein) shall be construed in accordance with GAAP, as in effect on the Closing Date; pro vi ded , how ever , that if the Lead Borrower notifies the Administrative Agent that the Borrowers wish to amend the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Secured

Net Leverage Ratio or any financial definition used therein to implement the effect of any change in GAAP or the application thereof occurring after the Closing Date on the operation thereof (or if the Administrative Agent notifies the Lead Borrower that the Required Lenders wish to amend the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio or any financial definition used therein for such purpose), then the Borrowers and the Administrative Agent shall negotiate in good faith to amend the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio or the definitions used therein (subject to the approval of the Required Lenders) to preserve the original intent thereof in light of such changes in GAAP; pro vi ded that all determinations made pursuant to the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio or any financial definition used therein shall be determined on the basis of GAAP as applied and in effect immediately before the relevant change in GAAP or the application thereof became effective, until the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio or such financial definition is amended; provi ded , fur ther , that, if at any time after the Closing Date, any obligations of the Borrowers or any of the Restricted Subsidiaries that would not have constituted Indebtedness as of the Closing Date are recharacterized as Indebtedness in accordance with any relevant changes in GAAP, such recharacterized obligations shall not be considered Indebtedness for all purposes hereunder. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. The words “date hereof” and “date of this Agreement” and words of similar import mean the Closing Date.

Section 1.03. Class ification of Loan s and Borr owings . For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g. , a “Revolving Loan”) or by Type ( e.g. , a “Eurodollar Loan”) or by Class and Type ( e.g. , a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class ( e.g. , a “Revolving Borrowing”) or by Type ( e.g. , a “Eurodollar Borrowing”) or by Class and Type ( e.g. , a “Eurodollar Revolving Borrowing”).

Section 1.04. R ound ing . The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

Section 1.05. Refer ences to Agreements and Laws . Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Loan Documents and organizational documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Loan Document and (b) references to any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Section 1.06. Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable) in New York City.

Section 1.07. Timin g of Payment or Performance . When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provi ded that with respect to any payment of interest on or principal of Eurodollar Loans, if such extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

Section 1.08. Pro Forma Calculations. For purposes of determining whether any action is otherwise permitted to be taken hereunder, the Fixed Charge Coverage Ratio, Total Net Leverage Ratio and Senior Secured Net Leverage Ratio shall be calculated as follows:

(a) In the event that any Borrower or Restricted Subsidiary (i) incurs, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such ratio is being calculated but prior to or simultaneously with the event for which the calculation of such ratio is made (a “ Rati o Calculation Date ”), then such ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

(b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, and other operational changes that any Borrower or any of its Restricted Subsidiaries has made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP as of the date the most recent period for which Section 5.04 Financials have been delivered, assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into any Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, Disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, Disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Lead Borrower as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); p rov ided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “Consolidated EBITDA”.

(d) Interest on a Capitalized Lease Obligation shall be deemed to accrue at the interest rate reasonably determined by a responsible financial or accounting officer of the Lead Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Lead Borrower may designate.

Section 1.09. Leas e s . Notwithstanding anything herein to the contrary, all leases of equipment (whether operating or Capitalized Lease Obligations) entered into by the Borrowers and Borrowers’ Subsidiaries in connection with Bundled Solutions shall be disregarded with respect to any calculation involving leases to the extent such leases are assigned to a Bundled Solutions customer or are otherwise supported by back-to-back leases of such equipment to a Bundled Solutions customer, in each case in the ordinary course of business.

Section 1.10. Lea d Borrower . Each Borrower hereby appoints Lead Borrower as “Lead Borrower”. Each of the Borrowers hereby directs the Administrative Agent to disburse the proceeds of each Loan and Floorplan Advance to or at the direction of the Lead Borrower, with such directions to be subject to approval of the Administrative Agent in its discretion, and such distribution will, in all circumstances, be deemed to be made to each of the Borrowers. From time to time, Lead Borrower shall further direct the disbursement of the Loans and Floorplan Advances for the account of each Borrower, and each Borrower represents and warrants that the subsequent receipt and use of such proceeds by any particular Borrowers inures to the economic benefit directly and indirectly of each Borrower. For so long as this Agreement is in effect, each Borrower hereby covenants and agrees, and hereby grants to the Lead Borrower an absolute and irrevocable power of attorney coupled with interest, and irrevocably designates, appoints, authorizes and directs the Lead Borrower to (a) certify the consolidated financial statements of Borrowers, (b) request Loans and Floorplan Advances, and execute and deliver written requests for Loans and Floorplan Advances, (c) request the issuance of Letters of Credit, (d) make any other deliveries required to be delivered periodically hereunder to the Administrative Agent, and to act on behalf of such Borrowers for purposes of giving and receiving notices and certificate under this Agreement or any other document related to this Agreement. The Agents are entitled to rely and act on the instructions of the Lead Borrower.

Section 1.11. Lim it ed Conditions Transactions .

(a) In the case of (i) the incurrence of any Indebtedness (other than Indebtedness under the Term Loan Agreement or any Incremental Equivalent Debt (as defined in the Term Loan Agreement), which shall remain subject to the terms and conditions applicable thereto pursuant to the terms of the Term Loan Agreement with respect to the impact, if any, of any Limited Condition Transaction) or Liens or the making of any Investments, consolidations, mergers or other fundamental changes pursuant to Section 6.04 , Restricted Payments, or any prepayments of other Indebtedness pursuant to Section 6.03 , in each case, in connection with a Limited Condition Transaction or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction (other than for purposes of the incurrence of Indebtedness under the Term Loan Agreement or any Incremental Equivalent Debt (as defined in the Term Loan Agreement), each of which shall remain subject to the terms and conditions applicable thereto pursuant to the terms of the Term Loan Agreement with respect to the impact, if any, of any Limited Condition Transaction), if the Lead Borrower has made an LCT Election, the relevant ratios, the amount of any basket based on Consolidated EBITDA or Consolidated Total Assets, the accuracy of any representations and warranties, and the existence of any Default or Event of Default shall be determined as of the date a definitive acquisition agreement for any such Limited Condition Transaction (a “ Limi ted Condition Transaction Agreement ”) is entered into (the “ LCT Test Date ”) ( prov ided that such Limited Condition Transaction and any other pro forma events in connection therewith are consummated prior to the earlier of (x) 180 days after the LCT Test Date and (y) the drop-dead date in the definitive acquisition agreement for such Limited Condition Transaction), and determined as if such Limited Condition Transaction (and any other pending Limited Condition Transaction) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Transaction), including the incurrence of Indebtedness and the use of proceeds thereof, were consummated on such LCT Test Date; pr ov ided that if the Lead Borrower has made an LCT Election, in connection with measuring compliance with any Section of Article VI following such date and prior to the earlier of the date on which (x) such Limited Condition Transaction is consummated, (y) the applicable Limited Condition Transaction Agreement is terminated or (z) the time period for consummation thereof pursuant to the applicable Limited Condition Transaction Agreement has expired, any ratio shall be calculated (A) on a pro forma basis assuming such Limited Condition Transaction (and any other pending Limited Condition Transaction) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Transaction) have been consummated, except that (other than solely with respect to the applicable incurrence test under which such Limited Condition Transaction or other transaction in connection therewith is being made) Consolidated EBITDA, Consolidated Total Assets and Consolidated Net Income of any target of such Limited Condition Transaction can only be used in the determination of the relevant ratios and baskets if and when such Limited Condition Transaction has closed, and (B) solely with respect to Restricted Payments and prepayments of other Indebtedness pursuant to Section 6.03 , on a stand-alone basis without giving pro forma effect to such Limited Condition Transaction (or any other pending Limited Condition Transaction) or other events in connection therewith.

(b) Notwithstanding anything set forth herein to the contrary, any determination in connection with a Limited Condition Transaction of compliance with representations and warranties or as to the occurrence or absence of any Default or Event of Default hereunder as of the date the applicable Limited Condition Transaction Agreement (rather

than the date of consummation of the applicable Limited Condition Transaction), shall not be deemed to constitute a waiver of or consent to any breach of representations and warranties hereunder or any Default or Event of Default hereunder that may exist at the time of consummation of such Limited Condition Transaction.

Section 1.12. Ba ske t Amounts and Application of Multiple Relevant Provisions . For purposes of determining compliance with any Section of Article VI at any time, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Disposition, merger or consolidation, Restricted Payment, Affiliate transaction, contractual requirement or prepayment of Indebtedness meets, at the time of such transaction, the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at such time shall be permitted under one or more of such clauses as determined by the Borrowers in their sole discretion at such time, and thereafter may be reclassified or divided (as if incurred or made at such later time) among one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, as applicable, by the Borrowers in their sole discretion so long as such transaction would be permitted to be incurred or made under such Sections, as applicable, at the time of such reclassification or division; provi ded that no reclassification or division shall be permitted with respect to Section 6.01( b)(i) or (x v) or cl auses (f) (with respect to Section 6.01( b)(xv) only) or (z) of the definition of “Permitted Liens”. Notwithstanding anything set forth herein to the contrary, unless specifically stated otherwise herein, any carve-out, basket, exclusion or exception to any affirmative, negative or other covenant in this Agreement or the other Loan Documents may be used together by any Loan Party and the Restricted Subsidiaries without limitation for any purpose not prohibited hereby.

Section 1.13. Certi fications . All certifications to be made hereunder or under any other Loan Document by an officer or representative of a Loan Party shall be made by such person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity.

ARTICLE II

THE CREDITS

Section 2.01. Commitm ents . Subject to the terms and conditions herein set forth, each Lender severally agrees to make Revolving Loans in dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the total Revolving Exposure exceeding the lesser of (x) the sum of the total Revolving Commitments or (y) the Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.25 . Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Section 2.02. Revolving Loans and Borrowings; Funding of Borrowings.

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.22 . Any Protective Advance shall be made in accordance with the procedures set forth in Section 2.25 .

(b) Subject to Sections 2.02(e ) , 2.08 and 2.15 , each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Lead Borrower may request in accordance herewith; provid ed that all Borrowings made on the Closing Date and at all times after the Closing Date until the earlier to occur of the completion of the primary syndication of the Loans and Commitments as determined by the Administrative Agent and the fifteenth Business Day after the Closing Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings thereafter in accordance with Section 2.08 . Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; prov id ed that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement. At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provid ed that there shall not at any time be more than a total of eight (8) Eurodollar Borrowings outstanding.

(c) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:30 p.m. to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Pro Rata Percentage; prov id ed that, Swingline Loans shall be made as provided in Sec tion 2.22 . The Administrative Agent will make such Loans available to the Borrowers by promptly crediting the amounts so received, in like funds, to the Funding Account; prov id ed that ABR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Sec tion 2.23(e ) shall be remitted by the Administrative Agent to the Applicable Issuing Bank and (ii) a Protective Advance shall be retained by the Administrative Agent.

(d) Unless the Administrative Agent has received notice from a Lender prior to the proposed date 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 Borrowers 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 Borrowers 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 Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

(e) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Section 2.03. Requ est s for Revolv ing Borrowings . To request a Revolving Borrowing, the Lead Borrower shall notify the Administrative Agent of such request either in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Lead Borrower or by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:30 p.m., three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:30 p.m. on the date of the proposed Borrowing; provi de d that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.23(e) may be given not later than 12:30 p.m. on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Lead Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01 :

(i) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.” If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrowers 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 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. Repayment of Loans; Evidence of Debt.

(a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and the thirtieth Business Day after such Protective Advance is made.

(b) At all times that cash dominion is in effect pursuant to Section 6.01(b) of the Guarantee and Collateral Agreement, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account the previous Business Day (whether or not immediately available) first to prepay any Protective Advances that may be outstanding, second to prepay the Loans (including Swingline Loans) until paid in full, and third to cash collateralize outstanding LC Exposure and Floorplan Advances.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers 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.

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the 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 Borrowers 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.

(e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be pri ma facie evidence of the existence and amounts of the obligations recorded therein; provid ed 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 Borrowers to repay the Loans in accordance with the terms of this Agreement.

(f) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note in substantially the form of Exhibi t G with appropriate insertions and deletions (each a “ Note ”). In such event, the Borrowers shall execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such 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 order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.05. Fees .

(a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at a per annum rate equal to the Applicable Commitment Fee Percentage multip lied by the average daily unused amount (it being understood that the outstanding Floorplan Advances and undrawn amount of Letters of Credit shall be treated as utilization of the Revolving Commitment for purposes of calculating the Applicable Commitment Fee Percentage) of the Available Revolving Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which the Lenders’ Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of each March, June, September and December and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit at a p er annum rate equal to the Applicable Percentage applicable to Eurodollar Loans, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, cancellation, negotiation, transfer, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the first Business Day following such last day, commencing on the first such date to occur after the Closing Date; prov id ed that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 15 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent, including, without limitation, the fees contemplated in the Agent Fee Letter.

Section 2.06. Interest on Loans; Floorplan Advances.

(a) Subject to the provisions of Section 2.07 , the Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at a rate p er an num equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time.

(b) Subject to the provisions of Section 2.07 , the Loans comprising each Eurodollar Borrowing shall bear interest at a rate p er an num equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time.

(c) Each Protective Advance shall bear interest at the Alternate Base Rate plus the Applicable Percentage in effect from time to time plus 2%.

(d) The Floorplan Funding Agent will pay to each Lender interest on such Lender’s Pro Rata Percentage of the average daily balance of Floorplan Advances during each month or portion thereof at a per annum interest rate equal to the Adjusted LIBO Rate plus the Applicable Percentage (in the manner as of the Floorplan Advance were a Eurodollar Revolving Loan), and shall be paid to each Lender by the Floorplan Funding Agent from the date of funding by such Lender of such Lender’s Pro Rata Percentage of each Floorplan Advance to the Floorplan Payment Due Date for such Floorplan Advance. For avoidance of doubt, all interest accruing on each Floorplan Advance after the Floorplan Payment Due Date for such Floorplan Advance, is the sole responsibility of Borrowers and the Floorplan Funding Agent will remit to Lenders, out of any good collected funds interest received from Borrowers, each Lender’s Pro Rata Percentage of such interest remitted by Borrowers pursuant to the provisions of this Agreement, either as interest accruing as a Revolving Loan or otherwise. Vendor or manufacturer discounts afforded the Floorplan Funding Agent shall not constitute interest for purposes of this Agreement.

(e) Interest, including interest payable pursuant to Section 2.07 , shall be computed on the basis of the actual number of days elapsed over a year of 360 days (other than computations of interest for ABR Loans, which shall be made by the Administrative Agent on the basis of the actual number of days elapsed over a year of 365 or 366 day, as applicable) and shall be calculated from and including the date of the Borrowing to, but excluding, the date of repayment thereof. Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan and upon termination of the Commitments, except that (i) interest accrued pursuant to Section 2.07 shall be payable on demand of the Required Lenders, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), 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 Eurodollar 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 and except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.07. Defa ult Interest . If a Specified Event of Default shall have occurred and shall be continuing, by acceleration or otherwise, then, upon the request of the Required Lenders, to the extent permitted by law, principal and interest of Loans and fees due hereunder shall bear interest (after as well as before judgment), payable on demand, (a) in the case of principal or interest of a Loan, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) with respect to fees, at a rate pe r ann um equal to the rate that would be applicable to an ABR Loan plus 2.00% per annum .

Section 2.08. Alterna te Rate o f Int erest . In the event, and on each occasion, that (i) the Administrative Agent has reasonably determined that deposits in the principal amounts and denominations of the Eurodollar Loans comprising any Eurodollar Borrowing are not generally available in the London interbank market, or that the rates at which such deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Loan during the applicable Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period or (ii) the Required Lenders notify the Administrative Agent that the Adjusted LIBO Rate

for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent has advised the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), each affected Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into an ABR Loan and the obligations of the Lenders to make Eurodollar Loans denominated in dollars or to convert ABR Loans into Eurodollar Loans shall be suspended until the Administrative Agent shall notify the Lead Borrower that the Required Lenders have determined that the circumstances causing such suspension no longer exist. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Section 2.09. Termination and Reduction of Commitments.

(a) Unless previously terminated, all Commitments shall terminate on the Maturity Date.

(b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii) the furnishing to the Administrative Agent of a cash deposit (or a standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 100% of the Floorplan Advances as of such date, (iv) the payment in full of the accrued and unpaid fees, and (v) the payment in full of all reimbursable expenses and other Obligations (including Floorplan Obligations) together with accrued and unpaid interest thereon. The Borrowers may from time to time reduce the Revolving Commitments; prov id ed that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Revolving Commitments if (A) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.04(b ) , the total Revolving Exposure would exceed the lesser of the total Revolving Commitments and the Borrowing Base or (B) after giving effect to such reduction, the aggregate amount of the Lenders’ Revolving Commitments is less than $25,000,000.

(c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section shall be irrevocable; provid ed that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (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 shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Section 2.10. Conv ers ion and Continuation of Borrow ings . The Borrowers have the right at any time (subject to Section 2.02(b) ) upon prior written or fax notice to the Administrative Agent (i) not later than 12:30 p.m., one Business Day prior to conversion, to convert any Eurodollar Borrowing into an ABR Borrowing and (ii) not later than 12:30 p.m., three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period, subject in each case to the following:

(a) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

(b) if less than all of the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(b ) and 2. 02(c) regarding the principal amount and maximum number of Borrowings of the relevant Type;

(c) each conversion shall be effected by each Lender and the Administrative Agent recording, for the account of such Lender, the Type of such Loan resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrowers at the time of conversion; and

(d) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrowers shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16 .

Each notice pursuant to this Section 2.10 shall be irrevocable (subject to Sections 2.08 and 2.1 5 ) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Lead requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing. If the Lead Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing. This Section shall not apply to Swingline Borrowings or Protective Advances, which shall at all times be ABR Borrowings.

Section 2.11. [Intentionally Reserved]

Section 2.12. Opti o na l Prepayments . (a) The Borrowers have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Lead Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:30 p.m. three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:30 p.m. one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provide d that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09 , then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 . Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an Advance of a Revolving Borrowing of the same Type as provided in Sect ion 2.02 . Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06 .

Section 2.13. Mandatory Prepayments.

(a) In the event and on such occasion that the total Revolving Exposure exceeds the lesser of (i) the aggregate Revolving Commitments or (ii) the Borrowing Base, the Borrowers shall prepay the Revolving Loans, Floorplan Advances, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.

(b) [Intentionally Omitted.]

(c) All prepayments required by this Section 2.13 shall be applied first to prepay any Protective Advances that may be outstanding and second to reduce the outstanding principal balance of the Revolving Loans, including Swingline Loans (without a permanent reduction of the Revolving Commitment) and to cash collateralize outstanding LC Exposure.

Section 2.14. Reserve Requirements; Change in Circumstances.

(a) Notwithstanding any other provision of this Agreement, if any Change in Law shall 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 or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender, such Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans

made by such Lender, Floorplan Obligations or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making, continuing, converting to or maintaining any Eurodollar Loan or Floorplan Obligations or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs actually incurred or reduction actually suffered.

(b) If any Lender or any Issuing Bank has determined that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made, Floorplan Obligations paid or participations in Loans purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements) by an amount deemed by such Lender or such Issuing Bank to be material, then the Borrowers shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction actually suffered.

(c) If any Lender determines in good faith in its reasonable discretion that any Change in Law shall subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (c) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, 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, converting to, continuing or maintaining any Revolving Loan or Floorplan Advance or of maintaining its obligation to make any such Revolving Loan or Floorplan Advance, or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount) then, upon request of such Lender the Borrowers 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.

(d) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or above shall be delivered to the Lead Borrower, shall describe the applicable Change in Law, the resulting costs incurred or reduction suffered (including a calculation thereof), certifying that such Lender is generally charging such amounts to similarly situated Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing Bank, as applicable, the amount shown as due on any such certificate delivered by it within 30 days after its receipt of the same.

(e) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provid ed that the Borrowers shall not be under any obligation to compensate any Lender or any Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request; provid ed , furt her , that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the respective Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that has occurred or been imposed; provid ed that if, after the payment of any amounts by the Borrowers under this Section 2.14 , any Change in Law in respect of which a payment was made is thereafter determined to be invalid or inapplicable to the relevant Lender, then such Lender shall, within 30 days after such determination, repay any amounts paid to it by the Borrowers hereunder in respect of such Change in Law.

Section 2.15. Change in Legality.

(a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Lead Borrower and to the Administrative Agent:

(i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(ii) such Lender may require that all outstanding Eurodollar Loans made by such Lender shall be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in par agraph (b) below.

In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.

(b) For purposes of this Section 2.15 , a notice to the Lead Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice

shall be effective on the date of receipt by the Lead Borrower. Such Lender shall withdraw such notice promptly following any date on which it becomes lawful for such Lender to make and maintain Eurodollar Loans or give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan.

Section 2.16. Inde mni ty . The Borrowers shall indemnify each Lender against any loss or expense that such Lender sustains or incurs as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10 ) not being made after notice of such Loan has been given by the Lead Borrower hereunder other than by operation of Section 2.08 (any of the events referred to in this clause (a) being called a “ Breakag e Event ”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest which 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 the applicable currency or currencies of a comparable amount and period from other banks in the applicable interbank market. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 2.16 , each Lender shall be deemed to have funded each Eurodollar Loan made by it at the Adjusted LIBO Rate (excluding the impact of the last sentence of the “Adjusted LIBO Rate” definition) for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Adjusted LIBO Rate Loan was in fact so funded. A certificate of any Lender setting forth in reasonable detail any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Lead Borrower and shall be conclusive absent manifest error.

Section 2.17. Pro Rata Treatment; Intercreditor Agreements.

(a) Except as provided below in this Section 2.17 and as required under Section 2.13 , 2.14 , 2.15 , 2.16 or 2.20 , each Revolving Borrowing, each payment or prepayment of principal of any Revolving Borrowing, each payment of interest on the Loans, each payment of the commitment fee under Section 2.05(a ) and the participation fee under Section 2.05(b ) , each reduction of the Revolving Commitments and each conversion of any Revolving Borrowing to or continuation of any Revolving Borrowing as a Revolving Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Revolving Commitments (or, if such Revolving Commitments has expired or been terminated, in accordance with the respective principal amounts of their respective applicable outstanding Loans). For purposes of determining the available Revolving Commitments of the Lenders at any time, each outstanding Swingline Loan shall be deemed to have utilized the Revolving

Commitments of the Lenders (including those Lenders which shall not have made Swingline Loans) pro rata in accordance with such respective Revolving Commitments. In addition, in computing such Lender’s portion of any Revolving Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Revolving Borrowing to the next higher or lower whole dollar amount.

(b) Notwithstanding anything to the contrary contained in this Agreement, any payment or other distribution (whether from proceeds of collateral or any other source, whether in the form of cash, securities or otherwise, and whether made by any Loan Party or in connection with any exercise of remedies by the Administrative Agent or any Lender) (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Lead Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.13 ) or (C) amounts to be applied from the Collection Account when cash dominion is in effect pursuant to Section 6.01(b) of the Guarantee and Collateral Agreement (which shall be applied in accordance with Section 2.04(b ) ) or (ii) made or applied in respect of any of the Obligations during the existence of an Event of Default under Sections 7.01(b ) or (c) or during the existence of any other Event of Default (if the Administrative Agent or the Required Lenders so direct) or during or in connection with Insolvency Proceedings involving any Loan Party (or any plan of liquidation, distribution or reorganization in connection therewith), shall be made or applied, as the case may be, in the following order of priority (with higher priority Obligations to be paid in full prior to any payment or other distribution in respect of lower priority Obligations): (i) first , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such and the Issuing Banks in their capacity as such (ratably among the Administrative Agent and the Issuing Banks in proportion to the respective amounts described in this clause first payable to them) (other than in connection with amounts constituting Banking Services Obligations or Hedging Obligations); (ii) second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, including attorney fees (ratably among such Lenders in proportion to the respective amounts described in this clause s econd payable to them) (other than in connection with amounts constituting Banking Services Obligations or Hedging Obligations); (iii) third , to payment of that portion of the Obligations constituting accrued and unpaid interest (including any default interest) on the Protective Advances, including interest accruing after the filing or commencement of any Insolvency Proceedings in respect of any Loan Party, whether or not any claim for post-filing or post-petition interest is or would be allowed, allowable or otherwise enforceable in any such Insolvency Proceedings; (iv) fourth , to payment of that portion of the Obligations constituting unpaid principal of the Protective Advances, (v) fifth , to payment of that portion of the Obligations constituting accrued and unpaid interest (including any default interest) on the Revolving Loans, Swingline Loans, Post-Default Floorplan Obligations and LC Exposure (ratably among such Lenders in proportion to the respective amounts described in this clause fifth payable to them), including interest accruing after the filing or commencement of any Insolvency Proceedings in respect of any Loan Party, whether or not any claim for post-filing or post-petition interest is or would be allowed, allowable or otherwise enforceable in any such Insolvency Proceedings; (vi) sixth , to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans, Swingline Loans, unpaid LC Disbursements, LC Exposure and Floorplan Advances (including any termination payments and any accrued and

unpaid interest thereon) (ratably among such Lenders in proportion to the respective amounts described in this clause sixth held by them); (vii) seventh , to the Administrative Agent for the account of the Issuing Banks, to cash collateralize all Letters of Credit then outstanding; (viii) eighth , to payment of any amounts owing with respect to Banking Services Obligations and Hedging Obligations, in each case to the extent constituting Secured Obligations; (ix) ninth , to the payment of any other Secured Obligation due to any Agent or any Lender or any of their respective Affiliates; and (x) last, in the case of proceeds of collateral, the balance, if any, thereof, after all of the Secured Obligations have been paid in full, to the Borrowers or as otherwise required by applicable law. Each Lender agrees that the provisions of this Section 2.17 (including the priority of the Secured Obligations as set forth herein) constitute an intercreditor agreement among them for value received that is independent of any value received from the Loan Parties, and that such agreement shall be enforceable as against each Lender, including in any Insolvency Proceedings in respect of any Loan Party, to the same extent that such agreement is enforceable under applicable non-bankruptcy law (including pursuant to Section 510(a) of the U.S. federal Bankruptcy Code or any comparable provision of applicable insolvency law), and that, if any Lender receives any payment or distribution in respect of any Obligation (including in connection with any Insolvency Proceedings or any plan of liquidation, distribution or reorganization therein) to which such Lender is not entitled in accordance with the priorities set forth in this Section 2.17 , such amount shall be held in trust by such Lender for the benefit of the Person or Persons entitled to such payment or distribution hereunder, and promptly shall be turned over by such Lender to the Administrative Agent for distribution to the Person or Persons entitled to such payment or distribution in accordance with this Section 2.17 . Notwithstanding anything in this Agreement or the Loan Documents to the contrary, amounts received from any Guarantor that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligations of such Guarantor.

(c) At the election of the Administrative Agent, (A) all payments of principal, interest and LC Disbursements and (B) upon the occurrence and during the continuance of an Event of Default, all payments of fees, premiums, reimbursable expenses (including all reimbursement for fees and expenses pursuant to Section 9.05 ), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Lead Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrowers maintained with the Administrative Agent. The Borrowers hereby irrevocably authorize (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans), but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.05 ), and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 , 2.22 or 2.25 , as applicable and (ii) upon the occurrence and during the continuance of an Event of Default, the Administrative Agent to charge any deposit account of the Borrowers maintained with the Administrative Agent for each payment of principal, interest and fees as it become due hereunder or any other amount due under the Loan Document.

Section 2.18. Shar ing of Setoffs . Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any Borrower or other Loan Party, or pursuant to a secured claim under the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim received by such Lender under any Debtor Relief Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan, Floorplan Obligations or LC Disbursement as a result of which the unpaid principal portion of its Loans, Floorplan Obligations and participations in LC Disbursements shall be proportionately less than the unpaid principal portion of the Loans, Floorplan Obligations and participations in LC Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans, Floorplan Obligations and LC Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans, Floorplan Obligations and LC Exposure and participations in Loans, Floorplan Obligations and LC Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans, Floorplan Obligations and LC Exposure then outstanding as the principal amount of its Loans, Floorplan Obligations and LC Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans, Floorplan Obligations and LC Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provide d , howev er , that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) 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. The Borrowers expressly consent to the foregoing arrangements and agrees that any Lender holding a participation in a Loan, Floorplan Obligations or LC Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrowers in the amount of such participation.

Section 2.19. Payment s . The Borrowers shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15 , 2 .16 or 2.17 , or otherwise) prior to 3:00 p.m. on the date when due, in immediately available funds, without set-off 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 at its offices at 1100 Abernathy Road, 15 ^th Floor, Atlanta, Georgia 30328, except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15 , 2 .16 , 2.17 and 9.03 shall be made directly to the Persons entitled thereto. 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 hereunder 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 shall be made in dollars. At all times that cash dominion is in effect pursuant to

Section 6.01(b) of the Guarantee and Collateral Agreement, solely for purposes of determining the amount of Loans available for borrowing purposes, checks (in addition to immediately available funds applied pursuant to Section 2.04(b) ) from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the Business Day of receipt, if received prior to 3:00 p.m. on such Business Day, and otherwise on the Business Day after receipt, in each case subject to actual collection.

Section 2.20. Taxes .

(a) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes; prov id ed , that if any Indemnified Taxes are required to be withheld or deducted from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.20 ) the Administrative Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrowers or such Loan Party shall make such deductions or withholdings and (iii) the Borrowers or such Loan Party shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrowers shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent, such Lender or Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, in each case, whether or not such Indemnified Taxes (but not Other Taxes) were correctly or legally imposed or asserted by the relevant Governmental Authority; prov id ed that if, after the payment of any amounts by the Borrowers under this Section, any such Indemnified Taxes in respect of which a payment was made are thereafter determined to have been incorrectly or illegally imposed, then the relevant recipient of such payment shall, within 30 days after such determination, repay any amounts paid to it by the Borrowers hereunder in respect of such Indemnified Taxes; prov id ed , furt her , that the Borrowers shall not be required to indemnify the Administrative Agent or any Lender pursuant to this Section 2.20(c ) for any amounts incurred more than six months prior to the date the Administrative Agent, such Lender or Issuing Bank, as applicable, notifies the Borrowers of its intention to claim compensation therefor. A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on behalf of itself, a Lender or an Issuing Bank, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes by the Borrowers or any other Loan Party to a Governmental Authority, the Lead Borrower shall deliver to the Administrative Agent the original or a 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.

(e) The Administrative Agent and any Lender or Issuing Bank that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Lead Borrower and the Administrative Agent, at the time or times reasonably requested by the Lead Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Lead Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent and any Lender or Issuing Bank, if reasonably requested by the Lead Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Lead Borrower or the Administrative Agent as will enable the Lead Borrower or the Administrative Agent to determine whether or not such Administrative Agent, Lender or Issuing Bank is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing:

(i) Each Foreign Lender shall (a) furnish to the Lead Borrower (with a copy to the Administrative Agent) on or before the date it becomes a party to the Agreement either (i) two accurate and complete originally executed copies of IRS Form W-8BEN or W-8BEN-E (or successor form), (ii) two accurate and complete originally executed copies of IRS Form W-8ECI (or successor form) or (iii) two accurate and complete originally executed copies of IRS Form W-8IMY (or successor form) together with any required attachments, certifying, in any case, to such Foreign Lender’s legal entitlement to an exemption or reduction from U.S. federal withholding tax with respect to all payments hereunder and (b) provide to the Lead Borrower (with a copy to the Administrative Agent) a new Form W-8BEN or W-8BEN-E (or successor form), Form W-8ECI (or successor form) or Form W-8IMY (or successor form) together with any required attachments upon (i) the expiration, inaccuracy or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal withholding tax with respect to any payment hereunder, (ii) the occurrence of any event requiring a change in the most recent form previously delivered by it and (iii) from time to time if requested by the Borrowers or the Administrative Agent; pro vi ded that any Foreign Lender that is relying on the so-called “portfolio interest exemption” shall also furnish a “Non-Bank Certificate” in the form of Exhib it E together with a Form W-8BEN or W-8BEN-E (or successor form). If a payment made to a Lender would be subject to United States federal withholding tax imposed by FATCA if such Lender fails 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 and the Lead Borrower documentation, at the time or times prescribed by law and at such time or times reasonably requested by the Lead Borrower or the Administrative Agent, prescribed by the Internal Revenue Service (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Lead Borrower or the Administrative Agent as may be necessary to demonstrate that such Lender has complied with applicable reporting requirements of FATCA so that payments made to

such Lender hereunder would not be subject to U.S. federal withholding taxes under FATCA, or, if necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.20(e)(i), “FATCA” shall include any amendments made to FATCA or successors thereto after the date of this Agreement. Notwithstanding any other provision of this paragraph, a Foreign Lender shall not be required to deliver any form pursuant to this paragraph that such Foreign Lender is not legally entitled to deliver.

(f) Any Administrative Agent, Lender or Issuing Bank that is a United States Person, or the Administrative Agent if it is a United States Person, in either case as defined in Section 7701(a)(30) of the Code, shall deliver to the Lead Borrower (with a copy to the Administrative Agent), at the times specified in Section 2.20(e ) , two accurate and complete original signed copies of IRS Form W- 9, or any successor form that such Person is entitled to provide at such time, in order to qualify for an exemption from United States back-up withholding requirements.

(g) In the event that the Borrowers is resident in or conducts business in Puerto Rico, each Lender or Issuing Bank that is not a resident of Puerto Rico for Puerto Rican Tax purposes shall file any certificate or document reasonably requested by the Lead Borrower and, when prescribed by applicable law and reasonably requested by the Lead Borrower, update or renew any such certificate or document, pursuant to any applicable law or regulation, if such filing (i) would eliminate or reduce the amount of withholding Taxes imposed by Puerto Rico with respect to any payment hereunder and (ii) would not, in the sole discretion of such Lender, result in a legal, economic or regulatory disadvantage to such Lender.

(h) If the Administrative Agent, a Lender or Issuing Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.20 with respect to the Indemnified Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provid ed that (i) the Borrowers, upon the request of the Administrative Agent, such Lender or Issuing Bank, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or Issuing Bank in the event the Administrative Agent, such Lender or Issuing Bank is required to repay such refund to such Governmental Authority and (ii) this paragraph shall not be construed to require the Administrative Agent or any Lender party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrowers or any other person.

Section 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate.

(a) If any Lender or Issuing Bank requests compensation under Section 2.14 or delivers a notice described in Section 2.15 or if the Borrowers are required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.20 , then such Lender or Issuing Bank, as applicable, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.2 0 , as the case may be, in the future, (ii) would eliminate the circumstances permitting the Lender to provide a notice described in Section 2.15 and (iii) would not subject such Lender or Issuing Bank, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Bank, as applicable. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.

(b) If any Lender or Issuing Bank requests compensation under Section 2.14 or delivers a notice described in Section 2.15 or if the Borrowers are required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.20 , or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender or Issuing Bank and the Administrative Agent (and, in the case of a Defaulting Lender, the Floorplan Funding Agent), require such Lender or Issuing Bank, as applicable, 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 to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provid ed that (i) the Borrowers have received the prior written consent of the Administrative Agent (and, in the case of a Defaulting Lender, the Floorplan Funding Agent), which consent(s) shall not unreasonably be withheld, (ii) such Lender or Issuing Bank, as applicable, has received payment of an amount equal to the outstanding principal of its Loans, Floorplan Obligations and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.20 , such assignment will result in a reduction in such compensation or payments. A Lender or Issuing Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or Issuing Bank or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each Lender and Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power of attorney is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in respect of the circumstances contemplated by this Section 2.21 .

(c) If (i) any Lender or any Issuing Bank requests compensation under Section 2.14 , (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrowers are required to pay any additional amount to any Lender or any Issuing Bank

or any Governmental Authority on account of any Lender or any Issuing Bank, pursuant to Section 2.20 , then such Lender or such Issuing Bank shall use reasonable efforts (which shall not require such Lender or such Issuing Bank to take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be material) to file any certificate or document reasonably requested by the Borrowers if such filing would reduce Borrowers’ claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20 , as the case may be, in the future.

Section 2.22. Swingline Loans.

(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, (ii) the total Revolving Exposure exceeding the lesser of the total Revolving Commitments and Availability or (iii) the aggregate principal amount of outstanding Swingline Loans (to the extent that the other Lenders shall not have funded their participations) and Revolving Exposure of the Swingline Lender (solely in its capacity as a Lender) exceeding the Revolving Commitment of the Swingline Lender; prov id ed that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Lead Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Lead Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Sec tion 2.23(e ) , by remittance to the Applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Sec tion 2.17(c ) , by remittance to the Administrative Agent to be distributed to the Lenders) by 4:00 p.m. on the requested date of such Swingline Loan.

(b) The Swingline Lender may by written notice given to the Administrative Agent not later than noon on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance

of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Sec tions 2.02(d ) and (e ) with respect to Loans made by such Lender (and S ections 2.02(d ) and (e ) shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Lead Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that has made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provid ed that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.

(c) The Administrative Agent, or the Floorplan Funding Agent, as applicable, on behalf of the Swingline Lender, shall request Settlement with the Revolving Lenders on at least a weekly basis as set forth in Section 2.30(a ). Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Sectio n 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Pro Rata Percentage of such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Revolving Lender on such Settlement Date, the Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.02(e).

(d) If a Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on such Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Initial Maturity Date); pro vid ed that, if on the occurrence of such Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.23(k ) ), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Loan Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Initial Maturity Date.

Section 2.23. Letters of Credit.

(a) Gene ral . Subject to the terms and conditions set forth herein, the Lead Borrower may request the issuance of Letters of Credit in U.S. dollars for its own account or for the account of the Borrowers and any of the Subsidiary Guarantors, with each Letter of Credit being in a form reasonably acceptable to the Administrative Agent and the Applicable Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Noti ce of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Applicable Issuing Bank) to the Applicable Issuing Bank and the Administrative Agent (prior to 12:30 p.m. at least three Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Applicable Issuing Bank, the Lead Borrower also shall submit a letter of credit application on the Applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $15,000,000, (ii) the total Revolving Exposure shall not exceed the lesser of the total Revolving Commitments and the Borrowing Base and (iii) the Issuing Bank Issued Amount with respect to the Applicable Issuing Bank shall not exceed the Issuing Bank Individual Sublimit of the Applicable Issuing Bank.

(c) Expirat ion Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; prov id ed that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above unless cash collateralized or backstopped in accordance herewith).

(d) Partici pations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Applicable Issuing Bank or the Revolving Lenders, the Applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Applicable Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the

aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Applicable Issuing Bank, such Lender’s Pro Rata Percentage of each LC Disbursement made by the Applicable Issuing Bank and not reimbursed by the Borrowers on the date due as provided in par agraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbur sement . If the Applicable Issuing Bank shall make any LC Disbursement in respect of such Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than noon on the date that such LC Disbursement is made, if the Borrowers have received notice of such LC Disbursement prior to 10:00 a.m. on such date, or, if such notice has not been received by the Borrowers prior to such time on such date, then not later than noon, on the Business Day immediately following the day that the Lead Borrower receives such notice; provid ed that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.2 2 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Pro Rata Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Pro Rata Percentage of the payment then due from the Borrowers, in the same manner as provided in Sec tions 2.02(d ) and 2. 02(e) with respect to Loans made by such Lender (and S ections 2.02(d ) and 2. 02(e) shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Applicable Issuing Bank, then to such Lenders and the Applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of Borrowers’ obligation to reimburse such LC Disbursement.

(f) Obli gat ions Absolu te . The Borrowers’ obligation to reimburse LC Disbursements as provided in par agraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability

of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their Related Parties, has any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Letter of Credit’s Applicable Issuing Bank; prov id ed that the foregoing (including clause s (i) , (ii) , (iii) and (iv) of the previous sentence) shall not be construed to excuse an Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by such Issuing Bank’s gross negligence or willful misconduct on the part of such Issuing Bank (as finally determined by a court of competent jurisdiction). In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disb urs ement Procedures . The Applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Applicable Issuing Bank shall promptly notify the Administrative Agent and the Borrowers by telephone (confirmed by facsimile) of such demand for payment and whether the Applicable Issuing Bank has made or will make an LC Disbursement thereunder; provid ed that any failure to give or delay in giving such notice shall not relieve the Borrowers of Borrowers’ obligation to reimburse the Applicable Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

(h) Inte rim Interest . If the Applicable Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate p er an num then applicable to ABR Loans; prov id ed that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.07 shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Applicable Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replace ment of an Issuin g Bank and Ad ditional Issuing Banks .

(i) Any Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b ) . From and after the effective date of any such replacement,

(ii) (x) the successor Issuing Bank has all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (y) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. The Borrowers may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lender, designate one or more additional Lenders (not to exceed three (3) such Lenders at any time) to act as an issuing bank under the terms of this Agreement. Any Lender designated as an issuing bank pursuant to this paragraph (i)(ii ) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Bank and such Lender.

(j) Cash Co llateralization . If any Event of Default shall occur and be continuing, on the Business Day that the Lead Borrower receives notice from the Required Lenders (or, if the maturity of the Loans has been accelerated, the Administrative Agent) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “ LC Col lateral Account ”), an amount in cash equal to 103% of the LC Exposure as of such date plus accrued and unpaid interest thereon; prov id ed that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (g) or (h) of Sec tion 7.01 . Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent has exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’

risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all such Defaults have been cured or waived.

(k) Extende d Commit ments . If a Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then (i) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to Sections 2.23(d ) and (e ) ) under (and ratably participated in by Lenders) the Extended Revolving Loan Commitments, up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Loan Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrowers shall cash collateralize any such Letter of Credit in accordance with Section 2.23(j ) . Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of such Maturity Date with respect to Existing Revolving Loans shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Loans in any Letter of Credit issued before the Initial Maturity Date.

Section 2.24. Revolving Commitment Increase.

(a) The Borrowers may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Revolving Commitments (each such increase, a “ Revolv ing Commitment Increase ”); pr ovid ed that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving Commitment Increases shall not exceed $50,000,000. Each notice from the Lead Borrower pursuant to this Section 2.23 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “ Additi onal Lender ”); pr ovid ed that the relevant Persons under Section 9.04(b ) has consented (in each case, not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s Revolving Commitment Increase, if such consent would be required under Section 9.04(b ) for an assignment of Revolving Loans to such Lender or Additional Lender. The Arranger agrees, upon the request of the Lead Borrower and pursuant to mutually satisfactory engagement and

compensation arrangements, to use their commercially reasonable efforts to obtain any Additional Lenders to make any such requested Revolving Commitment Increase; prov id ed that the Arranger’s agreement to use such efforts does not constitute a commitment to provide any such requested Revolving Commitment Increase.

(b) Commitments in respect of Revolving Commitment Increase shall become Revolving Commitments under this Agreement pursuant to an amendment (an “ Increm ental Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender agreeing to provide such Revolving Commitment Increase, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.22 . The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, a “ Revolv ing Commitment Increase Closing Date ”) of each of the conditions set forth in Sectio n 4.01 (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment). The Borrowers may use the proceeds of Revolving Loans provided pursuant to any Revolving Commitment Increase for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Revolving Commitment Increase unless it so agrees in its sole discretion. Any Lender that fails to respond to a request to increase its Revolving Commitment shall be deemed to have declined such request.

(c) The Revolving Loans and Revolving Commitments established pursuant to this paragraph shall constitute Revolving Loans and Revolving Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Revolving Loans or any such new Revolving Commitments.

(d) After giving effect to any Revolving Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Revolving Commitment Increase, the Lenders (including, without limitation, any Additional Lenders) shall make advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Lenders (including, without limitation, any Additional Lenders), pro rata in accordance with the Pro Rata Percentages hereunder (after giving effect to the applicable Revolving Commitment Increase).

(e) This Se ction 2.24 shall supersede any provisions in Section 2.18 or 9.0 8 to the contrary.

Section 2.25. Protective Advances.

(a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time following the occurrence and during the continuance of a Default or an Event of Default, in the Administrative Agent’s sole discretion (but has absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Floorplan Advances and the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.05 ) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “ Protec tive Advances ”); pr ovid ed that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 5.0% of the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered); provid ed , furt her that, the aggregate amount of Revolving Exposure (including outstanding Protective Advances) shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Sectio n 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Sectio n 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.25(b ) .

(b) Upon the making of a Protective Advance by the Administrative Agent, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

Section 2.26. Floorplan.

(a) Each Floorplan Obligation shall be in Floorplan Funding Agent’s sole discretion, and the Floorplan Funding Agent does not need to show that a Material Adverse Effect has occurred, or show that any conditions of this Agreement have not been met, in order to refuse to incur a Floorplan Obligation. The Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Lender all Floorplan Obligations on the corresponding Floorplan Payment Due Date should such Floorplan Obligation not be converted to a Revolving Loan on such Floorplan Payment Due Date.

(b) In the event Floorplan Funding Agent has issued a Floorplan Approval, subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender agrees (severally, not jointly or jointly and severally) to make a Floorplan Advance by funding Floorplan Obligations for the account of Borrowers, the proceeds of which Floorplan Advance will be used to satisfy the applicable Floorplan Invoice (or to repay Floorplan Funding Agent if it has already paid such Floorplan Invoice).

(c) Each Floorplan Obligation and any Floorplan Advance made in respect thereof, shall be repaid by Borrowers on its Floorplan Payment Due Date, but such repayment shall not reduce the Revolving Commitment. In the event the Borrowers fail to repay any Floorplan Obligation on its Floorplan Payment Due Date, such Floorplan Obligation or Floorplan Advance shall automatically be converted to a Revolving Loan without further action by the Floorplan Funding Agent, the Administrative Agent, Borrowers or any Lender. In the event Borrowers do not repay a Floorplan Obligation on its Floorplan Payment Due Date or such Floorplan Obligation is not able to be converted to a Revolving Loan under applicable law, such Floorplan Obligation or Floorplan Advance outstanding on and after such Floorplan Payment Due Date shall be referred to as the “ Post-D efault Floorplan Obligation ”. Borrowers’ obligation to repay each Floorplan Obligation on its applicable Floorplan Payment Due Date shall be absolute and unconditional and no Borrower shall assert against any Lender any claim or defense it may have against a Floorplan Approved Vendor.

Section 2.27. Defa ult ing 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) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.05(a ) ;

(b) such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Sec tion 9.08(b ) ) and the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Supermajority Lenders have taken or may take any action hereunder;

(c) if any Swingline Exposure, Floorplan Advances or LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

(i) all or any part of the Swingline Exposure, Floorplan Obligations and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages, (x) but only to the extent the sum of all non-Defaulting Lenders’ Revolving Exposure plus such Defaulting Lender’s Swingline Exposure, Floorplan Obligations and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments and (y) only to the extent that no Event of Default has occurred and be continuing as of the date the applicable Lender became a Defaulting Lender;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within three Business Days following notice by the Administrative Agent (x) fi rst , prepay such Swingline Exposure, and (y) second , cash collateralize, for the benefit of the Issuing Banks and the Floorplan Funding Agent, the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure and/or Floorplan Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.23(j ) and Se ction 2.26(h) , respectively, for so long as such LC Exposure and/or Floorplan Obligations are outstanding;

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure or Floorplan Obligations pursuant to clause (ii) above, the Borrowers or the Administrative Agent, as applicable, shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.05(b ) with respect to such Defaulting Lender’s LC Exposure and pursuant to Section 2.05(d) with respect to such Defaulting Lender’s Floorplan Obligations during the period such Defaulting Lender’s LC Exposure and/or Floorplan Obligations, as applicable, is cash collateralized;

(iv) if the LC Exposure or Floorplan Obligations of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.05(a ) , 2.05 (b) and/or 2.05(d) , as applicable, shall be adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure and/or Floorplan Obligations is neither reallocated nor cash collateralized pursuant to clause (i) or (ii ) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all letter of credit fees payable under Section 2.05(b ) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks entitled to reimbursement until such LC Exposure is reallocated and/or cash collateralized, and no interest with respect to Floorplan Advances payable under Section 2.06(d ) with respect to such Defaulting Lender shall be payable by the Administrative Agent until such Defaulting Lender’s Floorplan Obligations are reallocated and/or cash collateralized;

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan, the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit and the Floorplan Funding Agent shall not be required to issue any Floorplan Approval (and the Floorplan Funding Agent may cancel any Floorplan Approvals (if a Floorplan Obligation has not arisen with respect thereto)), unless the Swingline Lender, the Applicable Issuing Bank or the Floorplan Funding Agent, as the case may be, is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.27(c ) , and participating interests in any such newly made Swingline Loan, newly issued or increased Letter of Credit or newly issued Floorplan Approval shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.27(c )(i) (and such Defaulting Lender shall not participate therein); and

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(e) so long as such Lender is a Defaulting Lender, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.18 ) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account (for the avoidance of doubt, it is noted that any amounts retained pursuant to this Section 2.27(e ) shall for all other purposes be treated as having been paid to such Defaulting Lender) and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) fi rst , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second , pro rata, to the payment of any amounts owing by such Defaulting Lender to any Issuing Bank, Swingline Lender or the Floorplan Funding Agent hereunder, (iii) thir d , if the Administrative Agent so determines or is reasonably requested by an Issuing Bank, the Swingline Lender or the Floorplan Funding Agent, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any existing or future participating interest in any Swingline Loan, Letter of Credit or Floorplan Obligations, (iv) f ourth , to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) fifth , if the Administrative Agent or the Borrowers (with the consent of the Administrative Agent) so determines, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loans under this Agreement, (vi) sixth , to the payment of any amounts owing to the Lenders, an Issuing Bank, the Swingline Lender or the Floorplan Funding Agent as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such Issuing Bank, the Swingline Lender or the Floorplan Funding Agent against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh , so long as no Event of Default has occurred and is continuing, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provid ed , that if such payment is (x) a payment of the principal amount of any Loans or reimbursement obligations in respect of LC Disbursements or Floorplan Obligations which such Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Sectio n 4.01 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.

If each of the Administrative Agent, the Borrowers, the Issuing Banks, the Swingline Lender and the Floorplan Funding Agent agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure, LC Exposure and Floorplan Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on the date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Percentage.

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Section 2.28. Banking Services and He dgin g Obligations . Each Lender or Affiliate thereof providing Banking Service for, or having hedging agreements with, any Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or hedging agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Hedging Obligations of such Loan Party to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent, following the end of each calendar month, information with respect to the amounts due or to become due in respect of such Hedging Obligations and the maximum exposure in respect of such Banking Services Obligations.

Section 2.29. Procedure for Borrowing and Funding Floorplan Obligations.

(a) (i) Each request for a Floorplan Approval shall be initiated by a request (which may be electronic) to Floorplan Funding Agent from a Floorplan Approved Vendor arising from an order for Inventory made to such Floorplan Approved Vendor by Borrowers or their Restricted Subsidiaries. Such request from a Floorplan Approved Vendor (with respect to Borrowers or their Restricted Subsidiaries) to Floorplan Funding Agent to finance Inventory will be deemed to be a request from Borrowers for a Floorplan Obligation. Notwithstanding anything contained herein to the contrary, Floorplan Funding Agent may, in its sole discretion, either issue a Floorplan Approval or not; provide d , that if any of the conditions precedent set forth in Section 4.02 are not then satisfied, Floorplan Funding Agent shall not issue a Floorplan Approval. If Floorplan Funding Agent does not issue a Floorplan Approval, no such Floorplan Obligation shall arise. If Floorplan Funding Agent issues a Floorplan Approval and such Floorplan Approval becomes a Floorplan Obligation, the amount of such Floorplan Obligation deemed to have been requested with respect thereto shall be the gross amount of the Floorplan Invoice for the applicable Inventory. Borrowers acknowledge and agree that upon issuance of a Floorplan Approval by Floorplan Funding Agent that becomes a Floorplan Obligation, Borrowers shall have an unconditional obligation to pay Floorplan Funding Agent the gross amount of the applicable Floorplan Invoice on the applicable Floorplan Payment Due Date, notwithstanding whether any Floorplan Advances are made with respect thereto. Such obligation of Borrowers to Floorplan Funding Agent with respect to each Floorplan Obligation constitutes a Secured Obligation which shall bear interest as a Revolving Loan solely from and after the applicable Floorplan Payment Due Date therefor.

(ii) Floorplan Funding Agent shall establish the Floorplan Funding Date for each Floorplan Obligation, which Floorplan Funding Date shall be no more than five (5) Business Days after the applicable Floorplan Invoice Payment Date. The amount of the Floorplan Obligation shall be the gross amount of the applicable Floorplan Invoice. Upon each Settlement Date, each Lender shall make the amount of such Lender’s Pro Rata Percentage of the requested Floorplan Advance with respect to such Floorplan Obligation available to Floorplan Funding Agent in immediately available funds, to the Floorplan Funding Agent’s account, notwithstanding whether (1) one or more of the applicable conditions precedent set forth in Section 4.01 or Sect ion 4.02 will not be satisfied on the requested Floorplan Funding Date therefor, (2) an overadvance exists or would be caused thereby, (3) the occurrence or continuation of an Event of Default or Default, (4) the termination of the Revolving Commitments or the Floorplan Facility after

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the date the applicable Floorplan Approval for such Floorplan Obligation has been issued, and (5) Floorplan Funding Agent has funded a Floorplan Obligation even if the Floorplan Funding Agent has not received a Floorplan Invoice with respect to such Floorplan Obligation from a Floorplan Approved Vendor. Floorplan Funding Agent shall have no obligation to segregate or retain the proceeds of any Floorplan Obligations in the Floorplan Funding Agent’s account and Borrowers shall not be entitled to any interest in respect thereof.

(b) Notwithstanding Section 2.29(a) , in the event a Lender is unable to fund its Pro Rata Percentage of a Floorplan Obligation as provided in Sect ion 2.29(a) as a result of a Bankruptcy Event commenced with respect to Borrowers, without any further action on the part of the Lenders or Floorplan Funding Agent, Floorplan Funding Agent shall be deemed to have granted to each such Lender, and each such Lender shall be deemed to have purchased, a participation in each Floorplan Obligation, in an amount equal to its Pro Rata Percentage of such Floorplan Obligation, and on the applicable Floorplan Invoice Payment Date, each such Lender agrees to pay to Floorplan Funding Agent, for the account of Floorplan Funding Agent, such Lender’s Pro Rata Percentage of such Floorplan Obligation. Each Lender acknowledges and agrees that its obligation to deliver to Floorplan Funding Agent, an amount equal to its respective Pro Rata Percentage of each participation in each Floorplan Obligation shall be absolute and unconditional and such remittance shall be made notwithstanding (a) the occurrence or continuation of an Event of Default or Default, (b) the failure to satisfy any condition set forth in Section 4.02 , (c) that an overadvance exists or would be caused thereby, (d) that any Floorplan Approval issued by Floorplan Funding Agent is on a date that is prior to the date of the funding of the applicable Floorplan Obligation, (e) the termination of the Revolving Commitments or the Floorplan Facility after the date the applicable Floorplan Approval for such Floorplan Obligation has been issued, and (f) whether or not the Floorplan Funding Agent has funded a Floorplan Obligation even if the Floorplan Funding Agent has not received a Floorplan Invoice with respect to such Floorplan Obligation from a Floorplan Approved Vendor. If any such Lender fails to make available to Floorplan Funding Agent the amount of such Lender’s Pro Rata Percentage of a participation in a Floorplan Obligation as provided in this Section 2.29(b ), such Lender shall be deemed to be a Defaulting Lender and the provisions of Section 2.27 shall apply.

(c) All proceeds of Floorplan Obligations (including all Floorplan Advances) will be remitted directly to Floorplan Funding Agent and such proceeds shall be used to pay the applicable Floorplan Approved Vendor (or repay Floorplan Funding Agent for any amount previously paid by Floorplan Funding Agent to such applicable Floorplan Approved Vendor).

(d) Floorplan Funding Agent may assume that each Lender has made or will make such Lender’s Pro Rata Percentage of each Floorplan Advance available to Floorplan Funding Agent in immediately available funds on the immediately following Settlement Date and Floorplan Funding Agent may (but shall not be so required), in reliance upon such assumption, make available to the applicable Floorplan Approved Vendors on or prior to such date a corresponding amount. If any Lender shall not have made its full Pro Rata Percentage of each Floorplan Advance available to Floorplan Funding Agent in immediately available funds on the Settlement Date therefor, such Lender shall on the Business Day following such Settlement Date make such amount available to Floorplan Funding Agent, together with interest at the interest rate pursuant to Section 2.07(b) applicable to Post-Default Floorplan Obligations for

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each day during such period, if charged by Floorplan Funding Agent in its sole discretion. A notice submitted by Floorplan Funding Agent to any Lender with respect to amounts owing under this Section 2.29(d ) shall be conclusive, absent manifest error. If such amount is so made available, such payment to Floorplan Funding Agent shall constitute such Lender’s Floorplan Obligation on the Settlement Date for all purposes of this Agreement. If such amount is not made available to Floorplan Funding Agent on the Business Day following the Settlement Date, Floorplan Funding Agent will notify Borrowers of such failure to fund and the provisions of Section 2.27(c) shall apply. The failure of any Lender to fund its Pro Rata Percentage of any Floorplan Advance on any Settlement Date shall not relieve any other Lender of any of its obligations hereunder.

(e) Without limiting Floorplan Funding Agent’s discretion as to whether to issue any Floorplan Approval for any Floorplan Obligation, upon termination of a Floorplan Approved Vendor Agreement, or upon a material adverse change with respect to a Floorplan Approved Vendor Agreement, Floorplan Funding Agent, may, in its sole discretion, cease to issue Floorplan Approvals with respect to such Floorplan Approved Vendor (each, a “ Floorpl an Vendor Termination ”). If a Floorplan Approved Vendor Agreement is terminated by a Floorplan Approved Vendor, Floorplan Funding Agent agrees to provide written notice to Borrowers and the Lenders of such termination within one Business Day of Floorplan Funding Agent’s receipt of such termination notice from the Floorplan Approved Vendor, and Borrowers agree that such notice so delivered is reasonable and sufficient.

(f) If a Floorplan Vendor Termination occurs due to the termination of a Floorplan Approved Vendor Agreement by Floorplan Funding Agent, Floorplan Funding Agent shall provide notice to Borrowers by the time period set forth in the applicable Floorplan Approved Vendor Agreement and Borrowers agree that such notice is reasonable and sufficient and shall not be required if an Event of Default exists. During either notice period described in Section 2.29(e) above or this Section 2.29(f), Floorplan Funding Agent may continue to issue Floorplan Approvals subject to the terms of this Agreement, to the extent such Floorplan Approvals are issued on or before the expiration of such notice period and in either case, repayment shall be in accordance herewith and with the applicable Transaction Statement.

(g) Floorplan Approvals may be cancelled by Floorplan Funding Agent in its sole discretion at any time prior to the incurrence of Floorplan Obligations arising therefrom.

(h) Borrowers acknowledge and agree that, except for volume discounts that may be provided to Borrowers by a Floorplan Approved Vendor, all Floorplan Vendor Credits shall be for the sole account of Floorplan Funding Agent.

(i) Floorplan Funding Agent has entered into Floorplan Approved Vendor Agreements with Floorplan Approved Vendors. Neither Floorplan Funding Agent nor any Lender makes any representation or warranty regarding the Floorplan Approved Vendor Agreements, including regarding the enforceability thereof, whether any particular item of Inventory purchased by Borrowers is subject to repurchase rights, or any repurchase rights that may be set forth therein. Each Lender and Borrowers acknowledge and agree that Floorplan Funding Agent may take or refrain from taking any actions under or in connection with the Floorplan Approved Vendor Agreements in its Permitted Discretion. No vendor (whether or not a Floorplan Approved Vendor) is a third party beneficiary of this Agreement or the other Loan Documents.

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Section 2.30. Settl em ent . It is agreed that each Lender’s funded portion of the Revolving Loans and Floorplan Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Percentage of the outstanding Revolving Loans and Floorplan Advances. Such agreement notwithstanding, the Administrative Agent, the Floorplan Funding Agent, Swingline Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans, Floorplan Advances, the Swingline Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions:

(a) Each of the Administrative Agent and the Floorplan Funding Agent, as applicable, shall request settlement (“ Settlem ent ”) with the Lenders on each Thursday of each week, or on a more frequent basis if so determined by the Administrative Agent or the Floorplan Funding Agent Floorplan Funding Agent, as applicable, (1) on behalf of Swingline Lender, with respect to the outstanding Swingline Loans, (2) for the Administrative Agent, with respect to the outstanding Protective Advances, (3) with respect to all Borrowings initially, from the Determination Date to the first Settlement Date and thereafter, since the prior Settlement Date and (4) with respect to payments received initially, from the Determination Date to the first Settlement Date and thereafter, since the prior Settlement Date, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 1:00 p.m. of such requested Settlement (the date of such requested Settlement being the “ Settlem ent Date ”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans, Floorplan Advances, Swingline Loans and Protective Advances for the period since the prior Determination Date and ending on the date two Business Days prior to the Settlement Date (the “ Determi nation Date ”). Subject to the terms and conditions contained herein (including Section 2.27 )):

(w) if the amount of the Revolving Loans (including Swingline Loans and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Percentage of the Revolving Loans (including Swingline Loans and Protective Advances) as of the Determination Date, then the Administrative Agent shall, by no later than 3:00 p.m. on the Settlement Date, transfer in immediately available funds to a deposit account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Determination Date, its Pro Rata Percentage of the Revolving Loans (including Swingline Loans and Protective Advances);

(x) if the amount of the Revolving Loans (including Swingline Loans and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Percentage of the Revolving Loans (including Swingline Loans and Protective Advances) as of the Determination Date, such Lender shall no later than 3:00 p.m. on the Settlement Date transfer in immediately available funds to the Administrative Agent’s account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Determination Date, its Pro Rata Percentage of the Revolving Loans (including Swingline Loans and Protective Advances);

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(y) if the amount of the Floorplan Advances made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Percentage of the Floorplan Advances as of the Determination Date, then Floorplan Funding Agent shall, by no later than 3:00 p.m. on the Settlement Date, transfer in immediately available funds to a deposit account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Determination Date, its Pro Rata Percentage of the Floorplan Advances; and

(z) if the amount of the Floorplan Advances made by a Lender is less than such Lender’s Pro Rata Percentage of the Floorplan Advances as of the Determination Date, such Lender shall no later than 3:00 p.m. on the Settlement Date transfer in immediately available funds to Floorplan Funding Agent’s account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Determination Date, its Pro Rata Percentage of the Floorplan Advances.

Such amounts made available to the Administrative Agent under clause (x) of the immediately preceding sentence shall be applied against the amounts of the applicable Swingline Loans or Protective Advances and, together with the portion of such Swingline Loans or Protective Advances representing Swingline Lender’s Pro Rata Percentage thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Administrative Agent or the Floorplan Funding Agent, as applicable, by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Administrative Agent or the Floorplan Funding Agent, as applicable, shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the interest rate pursuant to Section 2.07(b) applicable to Post-Default Floorplan Obligations, if charged by the Administrative Agent or the Floorplan Funding Agent, as applicable, in its sole discretion.

(b) In determining whether a Lender’s balance of the Revolving Loans, Floorplan Advances, Swingline Loans and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Percentage of the Revolving Loans, Floorplan Advances, Swingline Loans and Protective Advances as of the Determination Date, the Administrative Agent or the Floorplan Funding Agent, as applicable, shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by the Administrative Agent or the Floorplan Funding Agent, as applicable, with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.

(c) Between Settlement Dates, the Administrative Agent, to the extent Protective Advances or Swingline Loans are outstanding, may pay over to the Administrative Agent or Swingline Lender, as applicable, any payments received by the Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Protective Advances or Swingline Loans. Between Settlement Dates, the Administrative Agent, to the extent no Protective Advances or Swingline Loans are outstanding, may pay over to Swingline Lender any payments received by the Administrative Agent, that in accordance with the terms of this Agreement would be applied to

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the reduction of the Revolving Loans, for application to Swingline Lender’s Pro Rata Percentage of the Revolving Loans. If, as of any Determination Date, payments of Loan Parties received since the then immediately preceding Settlement Date have been applied to Swingline Lender’s Pro Rata Percentage of the Revolving Loans other than to Swingline Loans, as provided for in the previous sentence, Swingline Lender shall pay to the Administrative Agent for the accounts of the Lenders, and the Administrative Agent shall pay to the Lenders (other than a Defaulting Lender), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Determination Date, its Pro Rata Percentage of the Revolving Loans. During the period between Settlement Dates, Swingline Lender with respect to Swingline Loans, the Administrative Agent with respect to Protective Advances, and each Lender (subject to the effect of agreements between the Administrative Agent and individual Lenders) with respect to the Revolving Loans other than Swingline Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swingline Lender, the Administrative Agent, or the Lenders, as applicable.

(d) Anything in this Section 2.30(d ) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, the provisions set forth in Section 2.27 shall apply.

Section 2.31. Maintenance of Loan Account; Statements of Obligations; Transaction Statement.

(a) The Administrative Agent shall maintain an account on its books in the name of Borrowers (the “ Borrow ers ’ Account ”) on which Borrowers will be charged with all Revolving Loans, Floorplan Advances, Protective Advances and Swingline Loans, the Letters of Credit issued or arranged by Issuing Bank for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses arising hereunder. The Borrowers’ Account will be credited with all payments received by the Administrative Agent from the Borrowers or for the Borrowers’ account. The Administrative Agent shall render monthly statements regarding the Borrowers’ Account to the Lead Borrower, including principal, interest, fees, and including an itemization of all charges and expenses arising hereunder owing, and such statements, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lenders unless, within sixty (60) days after receipt thereof by the Lead Borrower, the Lead Borrower shall deliver to the Administrative Agent written objection thereto describing the error or errors contained in any such statements.

(b) Subsequent to the issuance of a Floorplan Approval that becomes a Floorplan Obligation and upon receipt by the Floorplan Funding Agent of the applicable Floorplan Invoice from a Floorplan Approved Vendor, the Floorplan Funding Agent will send the Lead Borrower a Transaction Statement, which shall set forth the Floorplan Payment Due Date applicable to such Floorplan Obligations. The Administrative Agent may change any aspect or portion of any Transaction Statement with the Lead Borrower’s prior consent. Unless the Lead Borrower notifies the Floorplan Funding Agent in writing of any error appearing on a Transaction Statement within fifteen (15) days after a Transaction Statement is given to the Lead Borrower in accordance with the notice provisions of Section 9.01 (i) the amount(s) shown on such Transaction Statement shall be conclusively presumed to be correct and accurate and

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constitute an account stated between the Borrowers and the Lenders; (ii) the Borrowers will have agreed to all terms shown on such Transaction Statement; (iii) the Borrowers will have agreed that the Floorplan Funding Agent is financing the items of Inventory referenced in such Transaction Statement at the Borrowers’ request; and (iv) such Transaction Statement will be incorporated herein by reference, will be made a part hereof as if originally set forth herein, and will constitute an addendum hereto.

Section 2.32. Extended Loans.

(a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.32 , the Lead Borrower may at any time and from time to time request that all or a portion of the then-existing Revolving Loans (the “ Existi ng Revolving Loans ”), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “ Extend ed Revolving Loans ”) and to provide for other terms consistent with this Section 2.32 . In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders) (each, an “ Extens ion Request ”) setting forth the proposed terms of the Extended Revolving Loans to be established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Revolving Loans, except that: (i) repayments of principal of the Extended Revolving Loans may be delayed to later dates than the Latest Maturity Date; (ii) the All-In Yield with respect to the Extended Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Existing Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); pro vid ed , howe ver , that (A) in no event shall the final maturity date of any Extended Revolving Loans at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans)and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, an “ Extens ion Series ”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; prov id ed that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Revolving Loans.

(b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.22(d ) and 2. 23(k) , to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Percentage of the aggregate

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amount of Revolving Commitments (and, except as provided in Sec tions 2.22(d ) and 2. 23(k) , without giving effect to changes thereto on such Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments).

(c) The Lead Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.32 . No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “ Extend ing Lender ”) wishing to have all or a portion of its Existing Revolving Loans subject to such Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “ Extens ion Election ”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Elections or to the extent such option is expressly set forth in the respective Extension Request, the Lead Borrower shall have the option to increase the amount of Extended Revolving Loans so that such excess does not exist.

(d) Extended Revolving Loans shall be established pursuant to an amendment (each, an “ Extens ion Amendment ”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Lender providing Extended Revolving Loans thereunder which shall be consistent with the provisions set forth in Section 2.32(a ) above (but which shall not require the consent of any other Lender). The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment.

(e) With respect to any Extension Amendment consummated by a Borrower pursuant to this Section 2.32 , (i) such Extension Amendment shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Commitments, if the aggregate amount extended is less than (A) the LC Commitment, LC Commitment shall be reduced upon the date that is five (5) Business Days prior to the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans) (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after such Latest Maturity Date), and, if applicable, the Borrowers shall cash collateralize obligations under any issued Letters of Credit in an amount

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equal to 103% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to such Latest Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after such Latest Maturity Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension Amendment and the other transactions contemplated by this Section 2.32 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any Extension Amendment or any other transaction contemplated by this Section 2.32 ; prov id ed that such consent shall not be deemed to be an acceptance of the Extension Request.

(f) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.32 , and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrowers represent and warrant (it being understood that, for purposes of the representations and warranties made in the Loan Documents on the Closing Date, such representations and warranties shall be construed as though the Transactions have been consummated) to the Administrative Agent, each Issuing Bank, the Floorplan Funding Agent and each of the Lenders that:

Section 3.01. Organization; Powers. Each Loan Party and each Restricted Subsidiary (a) is duly organized or formed, validly existing and in good standing (to the extent such concept exists in such jurisdiction) under the laws of the jurisdiction of its organization, except where the failure to be duly organized or formed or to exist (other than in the case of the Borrower) or be in good standing could not reasonably be expected to result in a Material Adverse Effect, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, except where the failure to have such power and authority could not reasonably be expected to result in a Material Adverse Effect, (c) is qualified to do business in, and is in good standing (where relevant) in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing could not reasonably be expected to result in a Material Adverse Effect, and (d) has the requisite organizational power and authority to, in the case of the Loan Parties, execute, deliver and perform its obligations under each of the Loan Documents to which it is a party.

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Section 3.02. Authorization. The Transactions and the execution, delivery and performance of the Loan Documents (a) have been duly authorized by all requisite corporate or other organizational action on the part of each Loan Party and (b) do not (i) violate (A) any provision (x) of any applicable law, statute, rule or regulation, or (y) of the certificate or articles of incorporation, bylaws or other constitutive documents of any Loan Party, (B) any applicable material order of any Governmental Authority or (C) any provision of any material indenture, agreement or other instrument to which any Loan Party or any Restricted Subsidiary is a party or by which any of them or any of their property is bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under any such material indenture, agreement or other instrument to which such Loan Party is a party or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by any Loan Party (other than Liens created or permitted hereunder or under the Security Documents); except with respect to clauses (b)(i) through ( b)(iii) (other than clause (b)(i)(A) (y) ), to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.

Section 3.03. Enforce ab ility . This Agreement and each other Loan Document (when delivered) have been duly executed and delivered by each Loan Party which is a party thereto. This Agreement and each other Loan Document delivered on the Closing Date constitutes, and each other Loan Document when executed and delivered by each Loan Party which is a party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as may be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles, regardless of whether considered in a proceeding in equity or at law.

Section 3.04. Governmental Approvals. Except to the extent the failure to obtain or make the same could not reasonably be expected to result in a Material Adverse Effect, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is necessary or required in connection with the execution, delivery and performance of the Loan Documents by the Loan Parties, except for (a) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent and (b) such as have been made or obtained and are in full force and effect.

Section 3.05. Financial Statements. The Borrowers’ consolidated balance sheets and related statements of income, stockholder’s equity and cash flows as of and for the fiscal years ended December 31, 2015 and December 31, 2016, audited by and accompanied by the report of RSM US LLP present fairly in all material respects, as of the date thereof, the financial condition and results of operations and cash flows of the Borrowers and their consolidated subsidiaries as of such dates and for such periods. Such financial statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise noted therein.

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Section 3.06. No Material Adverse Change. Since December 31, 2016, no event, change or condition has occurred that (individually or in the aggregate) has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 3.07. Title to Properties. Each Loan Party and each Restricted Subsidiary has good and record title to, or valid leasehold interests in, all its material properties necessary in the ordinary conduct of its business other than (i) minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such material properties for their intended purposes and (ii) except where the failure to have such title or other property interests described above could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens created or permitted hereunder or under the Security Documents.

Section 3.08. Subsidiaries. Schedu le 3.08 sets forth as of the Closing Date a list of all subsidiaries of the Borrowers, the jurisdiction of their formation or organization, as the case may be, and the percentage ownership interest of such subsidiary’s direct parent company therein, and such Schedule shall denote which subsidiaries (if any) as of the Closing Date are not Subsidiary Guarantors.

Section 3.09. Litigation; Compliance with Laws.

(a) Except as set forth on Schedule 3.09 , there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrowers, threatened in writing against any Loan Party or any Restricted Subsidiary or any business, property or rights of any such Person that could reasonably be expected, individually or in the aggregate, to have an adverse determination resulting in a Material Adverse Effect.

(b) None of the Loan Parties or any Restricted Subsidiary or any of their respective material properties is in violation of any applicable law, rule or regulation, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Section 3.10. Federal Reserve Regulations.

(a) No Loan Party is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

(b) No part of the proceeds of any Term Loan will be used (i) to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or (ii) for a purpose in violation of Regulation T, U or X issued by the Board.

Section 3.11. Investment Company Act. None of the Loan Parties or any Restricted Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

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Section 3.12. Taxes. Each of the Loan Parties and each Restricted Subsidiary has, except where the failure to so file or pay could not reasonably be expected to have a Material Adverse Effect, timely filed or caused to be filed all Federal, state and other Tax returns required to have been filed by it and has paid, caused to be paid, or made provisions for the payment of all Taxes due and payable by it and all material assessments received by it, except such Taxes and assessments the amount or the validity of which are being contested in good faith by appropriate proceedings and for which such Loan Party or such Restricted Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Section 3.13. No Material Misstatements. As of the Closing Date, to the knowledge of the Borrowers, the written information, reports, financial statements, exhibits and schedules furnished by (as modified or supplemented by other written information so furnished prior to the Closing Date) or on behalf of the Borrowers to the Administrative Agent or the Lenders (other than projections, forecasts, budgets, estimates and other information of a forward-looking nature and information of a general economic or industry-specific nature) on or prior to the Closing Date in connection with the transactions contemplated hereby (taken as a whole) did not and, as of the Closing Date, does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. The projections, forecasts and other forward looking information furnished by or on behalf of the Borrowers to the Administrative Agent and the Lenders prior to the Closing Date in connection with the transactions contemplated hereby (as modified or supplemented by other written information so furnished prior to the Closing Date) were prepared in good faith on the basis of assumptions believed by the Borrowers to be reasonable in light of the conditions existing at the time of delivery of such projections, and represented, at the time of delivery thereof, a reasonable good faith estimate of future financial performance by the Borrowers (it being understood that such projections, forecasts and other forward looking information are not to be viewed as facts or guarantees of performance and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that actual results may vary from projected results and such variances may be material and that the Borrowers make no representation as to the attainability of such projections, forecasts and other forward looking information or as to whether such projections, forecasts and other forward looking information will be achieved or will materialize).

Section 3.14. Benefit Plans. No ERISA Event has occurred or could reasonably be expected to occur, that could reasonably be expected to result in a Material Adverse Effect. Each Pension Plan and/or Foreign Plan is in compliance with the applicable provisions of ERISA, the Code and/or applicable law, except for such non-compliance that could not reasonably be expected to have a Material Adverse Effect.

Section 3.15. Environmental Matters. Except as otherwise provided in Schedu le 3.15 , or except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) each Loan Party and each of their Restricted Subsidiaries are in compliance with all applicable Environmental Laws, and have obtained, and are in compliance with, all permits required of them under applicable Environmental Laws, (ii) there are no claims, judicial or arbitral proceedings, actions, or, to the knowledge of the Borrowers, investigations, by any Governmental Authority or other Person pending, or to the knowledge of the Borrowers, threatened in writing against any Loan Party or

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any of their Restricted Subsidiaries under any Environmental Law, (iii) none of the Loan Parties or any of their Restricted Subsidiaries has agreed to assume or accept responsibility, by contract, for any liability of any other Person under Environmental Laws with respect to real property and (iv) there are no facts, circumstances or conditions relating to the real property or facilities owned, operated or leased by any of the Loan Parties or their Restricted Subsidiaries or, to the knowledge of the Loan Parties, the real property or facilities formerly owned, operated or leased by the Loan Parties or their Restricted Subsidiaries (including the disposal of any Hazardous Materials), that could reasonably be expected to result in any Loan Party or any of their Restricted Subsidiaries incurring any liability under any Environmental Law.

Section 3.16. Security Documents. The Security Documents are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid, and together with such filings and other actions required by this Agreement or the Security Documents, perfected first priority Lien in the Collateral (to the extent that, with respect to Collateral that is intellectual property, a valid, perfected Lien in such Collateral is possible through such filings and other actions in the United States) or, with respect to ABL Priority Collateral, a valid, and together with such filings and other actions required by this Agreement or the Security Documents, perfected second priority Lien in such Collateral, securing the payment of the Secured Obligations, subject only to Liens created or permitted hereunder or under the Security Documents. Notwithstanding anything herein (including this Sect ion 3.16 ) or in any other Loan Document to the contrary, no Loan Party makes any representation or warranty as to (a) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Lender with respect thereto under foreign law, (b) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge or security interest to the extent such pledge or security interest, perfection or priority is not required pursuant to the Loan Documents or (C) on the Closing Date and until required pursuant to Section 5.09 , the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date.

Section 3.17. [Reserved].

Section 3.18. Labor Matters. Except as set forth in Schedule 3.18 and except in the aggregate to the extent the same has not had and could not be reasonably expected to have a Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of the Borrowers, threatened in writing, and (b) the hours worked by and payments made to employees of the Loan Parties and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters.

Section 3.19. Solvency. On the Closing Date immediately after giving effect to this Agreement and the Transactions, the Loan Parties, on a consolidated basis, are Solvent.

Section 3.20. Intellectual Property. Except as set forth in Schedule 3.20 , the Borrowers and each of Borrowers’ Restricted Subsidiaries own, have a license to or possess the right to use all intellectual property that is necessary for the operation of their respective businesses as currently conducted, except where the failure to obtain any such rights or the imposition of such restrictions or Liens could not reasonably be expected to have a Material Adverse Effect.

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Section 3.21. Subordination of Junior Financing. The Obligations constitute “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

Section 3.22. Anti-Terrorism; OFAC; FCPA. To the extent applicable, Borrowers are not and none of Borrowers’ Restricted Subsidiaries or, to the knowledge of the Borrowers, none of the Borrowers’ Related Parties (other than Borrowers’ Restricted Subsidiaries), is in violation, in any material respect, with (i) the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the U.S. Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any other enabling legislation or executive order relating thereto, (ii) any other applicable laws or regulations relating to economic sanctions or trade embargoes or (iii) any legal requirements relating to terrorism or money laundering, including the USA PATRIOT Act (together with clauses (i) and ( ii) , “ Sa ncti ons ”). No part of the proceeds of any Loan will be used or made available to any Person, to fund any activities of any Person, or in any country or territory, that, at the time of such funding, is the subject of any Sanctions. No Borrower and none of any Borrower’s Restricted Subsidiaries or, to the knowledge of the Borrowers, none of Borrowers’ Related Parties (other than Borrowers’ Restricted Subsidiaries), will take or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable antibribery or anticorruption law.

ARTICLE IV

CONDITIONS OF LENDING

The obligations of the Lenders to make Loans and of each Issuing Bank to issue Letters of Credit hereunder are subject to the satisfaction (or waiver by the Arranger on or prior to the Closing Date and in accordance with Section 9.08 thereafter) of the following conditions:

Section 4.01. All Credit Events. On the date of the making of each Loan (including a Swingline Loan and on the date of each issuance or amendment of a Letter of Credit), each Floorplan Obligation and on each Revolving Commitment Increase Closing Date (each such event being called a “ Credit Even t ”) (it being understood that the conversion into a Eurodollar Loan or an ABR Loan or continuation of a Eurodollar Loan does not constitute the making of a Loan):

(a) The Administrative Agent has received a notice of such Loan as required by Section 2.03 (or such notice has been deemed given in accordance with Section 2.02 ).

(b) The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

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(c) At the time of and immediately after such Credit Event, no Default or Event of Default has occurred and be continuing.

(d) At the time of and immediately after such Credit Event, Availability is not less than $0.

Each Credit Event shall be deemed to constitute a representation and warranty by the Borrowers to the Lenders and/or Issuing Banks on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Sec tion 4.01 .

Section 4.02. Conditions Precedent. On the Closing Date:

(a) This Agreement has been duly executed and delivered by the Borrowers.

(b) The Administrative Agent has received, on behalf of itself and the Lenders, an opinion of Alston & Bird LLP, special counsel for the Loan Parties, and Gray Plant Mooty, Minnesota special counsel for the Loan Parties, each dated as of the Closing Date and addressed to the Administrative Agent and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Agent has received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.

(d) The Administrative Agent has received an Officer’s Certificate, dated the Closing Date and signed by a Financial Officer of the Borrowers, certifying compliance with the conditions precedent set forth in Sections 4 .01(b) and 4.02(i ) .

(e) The Administrative Agent has received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document.

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(f) The Borrowers have delivered or caused to be delivered to the Administrative Agent a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the Transactions, Holdings and its Subsidiaries (on a consolidated basis) are Solvent.

(g) The Security Documents (other than any Mortgages) have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect. All actions necessary to establish that the Administrative Agent will have a perfected first priority Lien on the Collateral (subject to Permitted Liens) has been taken.

(h) The Administrative Agent has received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) judgment and tax lien searches, made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Person, together with (in the case of clause (i) ) copies of the financing statements (or similar documents) disclosed by such search.

(i) From December 31, 2016, no event, change or effect has occurred which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect.

(j) After giving effect to the Transactions, the only Indebtedness of the Borrowers and Borrowers’ Subsidiaries outstanding shall be (i) Indebtedness under the Loan Documents, (ii) Indebtedness under the Term Loan Documents, and (iii) other Indebtedness permitted by Section 6.01 .

(k) The Lenders has received from the Loan Parties, to the extent requested at least ten days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(l) The Administrative Agent and Collateral Agent has received a Borrowing Base Certificate which calculates the Borrowing Base as of April 30, 2017.

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrowers covenant and agree with each Lender and the Floorplan Funding Agent that, until the Termination Date the Borrowers will, and will cause each of the Restricted Subsidiaries to:

Section 5.01. Existence; Compliance with Laws; Businesses and Properties.

(a) Do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence under the laws of its jurisdiction of organization, except (i) other than with respect to the Borrowers or Holdings, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) as otherwise expressly permitted under Section 6.04 or Sect ion 6 .05 .

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(b) Other than where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (i) do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the material rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names necessary to the conduct of its business, (ii) comply in all material respects with applicable laws, rules, regulations and decrees and orders of any Governmental Authority (including Environmental Laws and ERISA), whether now in effect or hereafter enacted and (iii) maintain and preserve all property necessary to the conduct of such business and keep such property in good repair, working order and condition (ordinary wear and tear, casualty and condemnation excepted) and from time to time make, or cause to be made, all needed repairs, renewals, additions, improvements and replacements thereto necessary in the reasonable judgment of management to the conduct of its business.

(c) Maintain in effect and enforce policies and procedures designed to promote compliance by the Borrower, its subsidiaries and their respective directors, officers, employees and agents (in each case, in their respective capacities as such) with anti-corruption laws and applicable sanctions.

Section 5.02. Insurance.

(a) Keep its material insurable properties adequately insured in all material respects at all times, by insurers that the Borrowers believe (in the good faith judgment of their management) are financially sound and reputable at the time the relevant coverage is placed or renewed, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations.

(b) Cause all such policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and, to the extent available on commercially reasonable terms, cause each such policy to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium unless not less than 10 days’ prior written notice thereof is given by the insurer to the Administrative Agent and the Collateral Agent (giving the Administrative Agent and the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason unless not less than 30 days’ prior written notice thereof is given by the insurer to the Administrative Agent and the Collateral Agent.

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sound and reputable after the Closing Date, in which case, the Mortgaged Property Owner shall promptly replace such insurance company with a financially sound and reputable insurance company), such flood insurance in an amount no less than an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, and shall otherwise comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (B) promptly upon request of the Administrative Agent, the Collateral Agent or the Required Lenders (except after the occurrence and during the continuation of an Event of Default), not to exceed one time per fiscal year (excluding (i) requests for evidence of annual renewals of such insurance and (ii) requests for evidence of such insurance required to be delivered pursuant to Section 5.02(d) , which shall not count toward such limit), will deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent (or the Collateral Agent or Required Lenders if such request for evidence is made by the Collateral Agent or Required Lenders), including, without limitation, evidence of annual renewals of such insurance.

(d) Solely to the extent there is a Mortgaged Property at such time, upon the request of the Administrative Agent, the Collateral Agent or the Required Lenders in connection with the incurrence of any Revolving Commitment Increase or any amendment, waiver or consent to this Agreement that has the effect of extending the Maturity Date, the Borrowers shall promptly deliver (and shall use commercially reasonable efforts to deliver at least ten (10) Business Days prior to the applicable Revolving Commitment Increase Closing Date or date of the applicable amendment, waiver or consent) to the Administrative Agent evidence that each Mortgaged Property is covered by flood insurance meeting the requirements of Section 5.02(c) .

Section 5.03. Taxes. Pay, discharge or otherwise satisfy when due all Taxes imposed upon it or upon its income or profits or in respect of its property; pro vided , h ow ever , that such payment and discharge shall not be required with respect to any such Tax (i) so long as the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves in accordance with GAAP have been established or (ii) with respect to which the failure to pay or discharge could not reasonably be expected to have a Material Adverse Effect.

Section 5.04. Financial Statements, Reports, etc. Furnish to the Administrative Agent (who will distribute to each Lender):

(a) within 120 days after the end of each fiscal year of the Borrowers, (i) the Lead Borrower’s consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Lead Borrower and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Persons during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP, all audited by RSM US LLP or other independent public accountants of recognized national standing and (ii) an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception (other than solely with respect to, or expressly resulting from, (i) an upcoming maturity of the Term Loans or termination of the Revolving Credit Agreement or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period) and without any qualification or exception as to the scope of such audit) to the

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effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrowers and their consolidated subsidiaries on a consolidated basis in accordance with GAAP; provided that (x) in addition to the foregoing requirements, unless audited financial statements are delivered on or prior to the date that is 90 days after the end of each fiscal year of the Borrowers, the Borrowers shall furnish to the Administrative Agent (who will distribute to each Lender) within 90 days after the end of each fiscal year its unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Lead Borrower and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Persons during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP and (y) the furnishing of the annual report of the Lead Borrower (or any direct or indirect parent thereof) on Form 10-K for such year, as filed with the SEC, will satisfy the Borrowers’ obligation under clause (i) of Sect ion 5.04(a) ;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowers, the Lead Borrower’s consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Lead Borrower and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Persons during such fiscal quarter and the then elapsed portion of the fiscal year, and for each fiscal quarter, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Lead Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and footnote disclosures (it being agreed that the furnishing of the quarterly report of the Lead Borrower (or any direct or indirect parent thereof) on Form 10-Q for such quarter, as filed with the SEC will satisfy the Borrower’s obligation under this Section 5.04(b) with respect to such quarter);

(c) concurrently with any delivery of Section 5.04 Financials, a certificate of a Financial Officer of the Borrowers (i) certifying that to such Financial Officer’s knowledge, no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurred and is continuing, reasonably specifying the nature thereof, and (ii) during any Trigger Period, setting forth computations in reasonable detail necessary for determining compliance by the Borrowers with the provisions of Section 6.11 as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be (such certificate, a “ Compliance C ertificate ”).

(d) as soon as available, but in any event not later than the fifth Business Day after the 90th day after the commencement of any fiscal year of the Borrowers immediately following a Trigger Year, copies of projected consolidated balance sheet and related statements of income and cash flows of the Borrowers and the Borrowers’ Subsidiaries for such fiscal year, such projections to be accompanied by a certificate of a Financial Officer of the Lead Borrower to the effect that such projections represent a reasonable good faith estimate of future financial performance by the Borrowers (it being understood that such projections, forecasts and other forward looking information are not to be viewed as facts or guarantees of performance and are subject to significant uncertainties and contingencies, many of which are beyond the control of

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the Borrowers, that actual results may vary from projected results and such variances may be material and that the Borrowers make no representation as to the attainability of such projections, forecasts and other forward looking information or as to whether such projections, forecasts and other forward looking information will be achieved or will materialize); provided that, for the avoidance of doubt, such projection shall in no event be made available to Public Lenders;

(e) simultaneously with the delivery of any Section 5.04 Financials, the related consolidating financial statements reflecting the adjustments necessary (which may be in footnote form only) to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements (but only to the extent such Unrestricted Subsidiaries would not be considered “minor” under Rule 3-10 of Regulation S-X under the Securities Act);

(f) simultaneously with the delivery of any Section 5.04 Financials, management’s discussion and analysis of the important operational and financial developments of the Borrowers and Borrowers’ Restricted Subsidiaries during the respect fiscal year or fiscal quarter, as the case may be; it being agreed that the furnishing of the Borrower’s annual report on Form 10-K or quarterly report on Form 10-Q, as filed with the SEC, will satisfy the Borrower’s obligations under this S ection 5.04(f) ;

(g) after the request by any Lender (through the Administrative Agent), all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(h) on or before twenty (20) days after the end of each calendar month, a Borrowing Base Certificate together with such supporting documents in respect thereof reasonably acceptable to the Administrative Agent, prepared as of the close of business on the last Business Day of the previous month then ended; provided that at any time after daily Excess Availability for five (5) or more consecutive Business Days shall be less than the greater of (i) 12.5% of the Line Cap and (ii) $7,500,000 (and continuing until such time as the daily Excess Availability is equal to or exceeds 12.5% of the Line Cap for a period of thirty (30) consecutive Business Days), Borrowing Base Certificates shall instead be delivered on or before the date that is three (3) Business Days following the end of each calendar week, prepared as of the close of business on the last Business Day of the previous week then ended; provided , fu rther that following the occurrence and during the continuance of an Event of Default, Borrowing Base Certificates shall also be delivered at such other times as may be reasonably requested by the Administrative Agent;

(i) on or within fifteen (15) days after November 30 of each calendar year, an updated customer list for the Borrowers and their Subsidiaries, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct in all material respects by a Financial Officer of the Borrowers;

(j) to the extent the Loan Parties engage in Bundled Solutions with customers in the ordinary course of business and collect amounts owing with respect to such Bundled Solutions on behalf of themselves and the applicable leasing partners, the Borrowers shall, at such time when Excess Availability is less than $7,500,000 for five (5) or more consecutive

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Business Days until such time as Excess Availability is greater than $7,500,000 for thirty consecutive Business Days, list the portion of the cash held in accounts of the Loan Parties subject to a first priority perfected security interest in favor of the Administrative Agent that has been collected on behalf of the applicable leasing partners on each Borrowing Base Certificate delivered under Section 5.04(h) , and such portions of cash shall be excluded from the calculation of Excess Availability; and

(k) promptly, from time to time, such other information regarding the operations, business, legal or corporate affairs, Collateral, and financial condition of any Loan Party or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.

Notwithstanding the foregoing, the obligations in Sections 5 .04(a) , (b) and (d) may be satisfied with respect to financial information of the Borrowers and the Restricted Subsidiaries by furnishing the applicable financial statements of Holdings (or any direct or indirect parent of Holdings). To the extent such information relates to Holdings or a parent of Holdings, (x) such Person (and such Person’s subsidiaries other than the Borrowers and their respective Subsidiaries) does not engage in any business or activities or have any properties or liabilities which Holdings is not permitted to engage in or have under the terms and provisions of this Agreement and the other Loan Documents and (y) such information is accompanied by information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrowers and their respective Subsidiaries on a standalone consolidated basis, on the other hand.

Information required to be delivered pursuant to this Section 5.04 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on a SyndTrak, IntraLinks or similar site to which the Lenders have been granted access or shall be available (the “ Platform ”) on the public website of the SEC (i.e., http://www.sec.gov) or on the public website of the Borrowers (i.e., http://www.convergeone.com). Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “ Borrower Mate rials ”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “ Pub lic Lender ”) may have personnel who do not wish to receive MNPI, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that Borrowers will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) ( provided , how ever , that to the extent such Borrower Materials

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constitute Information (as defined in Section 9.16 ), they shall be treated as set forth in Section 9.16 ), (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC” unless the Borrowers notify the Administrative Agent promptly that any such document may contain MNPI: (i) the Loan Documents, (ii) notification of changes in the terms of the Term Loan Agreement and (iii) all information delivered pursuant to Sections 5.04(a) , (b) , (c) , ( e) and (f) .

Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain MNPI.

It is understood and agreed that the Administrative Agent shall provide each Lender with a copy of any appraisal and field examination report received by the Administrative Agent, which shall be marked as containing “Private Side Information”.

Section 5.05. Notices. Promptly upon any Responsible Officer of the Borrowers becoming aware thereof, furnish to the Administrative Agent notice of the following:

(a) the occurrence of any Event of Default or Default; and

(b) the occurrence of any event that has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 5.06. Information Regarding Collateral. Furnish to the Administrative Agent notice of any change on or prior to the later to occur of (a) 30 days following the occurrence of such change and (b) the earlier of the date of the required delivery of the Compliance Certificate following such change and the date which is 45 days after the end of the most recently ended fiscal quarter following such change (i) in any Loan Party’s legal name, (ii) in the jurisdiction of organization or formation of any Loan Party or (iii) in any Loan Party’s identity or corporate structure.

Section 5.07. Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP are made. Permit any representatives designated by the Administrative Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrowers or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such records, and permit any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants (subject to such accountants’ customary policies and procedures) therefor; provided that the Administrative Agent shall give

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the Lead Borrower an opportunity to participate in any discussions with its accountants; provided , fur ther , that in the absence of the existence of a continuing Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Se ction 5.07; (ii) the Administrative Agent shall not exercise its rights under this Section 5.07 more often than one time during any fiscal year (and such time shall be at the Borrowers’ expense); p rovided that during any period from the date on which daily Excess Availability is less than the greater of (i) 10% of the Line Cap and (ii) $7,500,000 for five (5) or more consecutive Business Days until such time as the daily Excess Availability is equal to or exceeds the greater of (i) 10% of the Line Cap and (ii) $7,500,000 for a period of thirty (30) consecutive Business Days, the Administrative Agent may exercise its rights under this Section 5.07 at the Borrowers’ expense one additional time; provided , fur ther , that when a continuing Event of Default exists, the Administrative Agent (or any of its designees), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice.

Section 5.08. Use of Proceeds. The proceeds of the Loans (i) shall be used to pay Transaction Expenses and for general corporate purposes (including any purposes permitted by this Agreement) and (ii) shall be used in a manner that complies with Section 6.14 .

Section 5.09. Further Assurances.

(a) From time to time duly authorize, execute and deliver, or cause to be duly authorized, executed and delivered, such additional instruments, certificates, financing statements, agreements or documents, and take all reasonable actions (including filing UCC and other financing statements but subject to the limitations set forth in the Security Documents), as the Administrative Agent or the Collateral Agent may reasonably request, for the purposes of perfecting the rights of the Administrative Agent, the Collateral Agent and the Secured Parties with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by the Borrowers or any other Loan Party which may be deemed to be part of the Collateral) pursuant hereto or thereto. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, nothing in this Agreement or any other Loan Document shall require any Loan Party to make any filings or take any actions to record or to perfect any security interest in (i) any intellectual property other than in the United States Copyright Office or United States Patent and Trademark Office or (ii) any non-United States intellectual property, in each case other than any UCC financing statements.

(b) With respect to any assets acquired by any Loan Party after the Closing Date of the type constituting Collateral under the Guarantee and Collateral Agreement and as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected first priority (subject only to Permitted Liens) security interest, on or prior to the later to occur of (i) 60 days following such acquisition and (ii) the earlier of the date of the required delivery of the Compliance Certificate following the date of such acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent), (x) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other Security Documents as the Administrative Agent deems necessary to grant to the Collateral

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Agent, for the benefit of the Secured Parties, a security interest in such assets and (y) take all commercially reasonable actions necessary to grant to, or continue on behalf of, the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such assets (subject only to Permitted Liens), including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Administrative Agent or the Collateral Agent.

(c) With respect to any wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date, on or prior to the later to occur of (i) 60 days following the date of such creation or acquisition and (ii) the earlier of the date of the required delivery of the Compliance Certificate following such creation or acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent), (x) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary to grant to the Collateral Agent, for the benefit of the relevant Secured Parties, a valid, perfected first priority (subject only to Permitted Liens) security interest in the Equity Interests in such new subsidiary that are owned by any of the Loan Parties to the extent the same constitute Collateral under the terms of the Guarantee and Collateral Agreement, (y) deliver to the Collateral Agent the certificates, if any, representing any of such Equity Interests that constitute certificated securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the pledgor and (z) cause such Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and, to the extent applicable, each Intellectual Property Security Agreement and (B) to take such actions necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority (subject only to Permitted Liens) security interest in any assets required to be Collateral pursuant to the Guarantee and Collateral Agreement and each Intellectual Property Security Agreement with respect to such Restricted Subsidiary, including, if applicable, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, any applicable Intellectual Property Security Agreement or as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding anything to the contrary in this clause (c) , any wholly-owned Restricted Subsidiary required to become a party to the Guarantee and Collateral Agreement pursuant to subclause (z)(A) above shall be permitted (in the Lead Borrower’s sole discretion) to be designated as a Borrower under this Agreement and to become a party hereto pursuant to a joinder agreement reasonably satisfactory to the Lead Borrower and the Administrative Agent. Additionally, any Subsidiary Guarantor shall be permitted (in the Lead Borrower’s sole discretion) to be re-designated as a Borrower under this Agreement pursuant to a joinder agreement reasonably satisfactory to the Lead Borrower and the Administrative Agent.

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which the Administrative Agent may consent), (x) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary in order to grant to the Collateral Agent, for the benefit of the relevant Secured Parties, a perfected first priority security interest (subject only to Permitted Liens) in the Equity Interests in such Foreign Subsidiary that are owned by the Loan Parties to the extent the same constitutes Collateral under the terms of the Guarantee and Collateral Agreement ( provided that (A) only first-tier Foreign Subsidiaries or Excluded Domestic Subsidiaries owned directly by such Loan Party shall be pledged by such Loan Party and (B) only 65% of the Equity Interests of any Excluded Foreign Subsidiary or Excluded Domestic Subsidiary shall be pledged by such Loan Party) and (y) deliver to the Collateral Agent any certificates representing any such Equity Interests that constitute certificated securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the pledgor, as the case may be, and take such other action as may be reasonably requested by the Administrative Agent or the Collateral Agent to perfect the security interest of the Collateral Agent thereon (but subject to the limitations set forth in the Security Documents).

(e) If, at any time and from time to time after the Closing Date, any wholly-owned Domestic Subsidiary that is not a disregarded entity for U.S. federal income Tax purposes owned by a non-disregarded non-U.S. entity ceases to constitute an Immaterial Subsidiary in accordance with the definition of “Immaterial Subsidiary”, then the Borrowers shall cause such subsidiary to become an additional Loan Party and take all the actions contemplated by Section 5.09(c) as if such subsidiary were a newly-formed wholly-owned Domestic Subsidiary of the Borrower.

(f) If requested by the Administrative Agent, with respect to any fee interest in any real property located in the United States with a book value in excess of $5,000,000 (as reasonably estimated by the Borrower) acquired after the Closing Date by any Loan Party, within 120 days following the date of such acquisition (or such longer period as to which the Administrative Agent may consent) (i) execute and deliver Mortgages in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Security Documents and (ii) comply with the requirements of Section 5.10 with respect to any Mortgages to be provided after the Closing Date pursuant to such Schedule.

(g) [Reserved].

(h) No Loan Party has granted or shall grant control of any deposit account to any Person other than the Administrative Agent to secure the Secured Obligations (as defined in the Revolving Credit Agreement) or any other secured party in respect of Indebtedness permitted hereunder that is pari passu to the Obligations.

Notwithstanding anything to the contrary in this Section 5.09 or any other Security Document, (i) the Collateral Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets located outside the United States or otherwise take any action with respect to creation or perfection of Liens under foreign laws, (ii) the Collateral Agent shall not require control agreements or perfection by “control” arrangements with respect to deposit and securities accounts except to the extent expressly required by the Guarantee and

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Collateral Agreement, (iii) the Collateral Agent shall not require notices to be sent to account debtors or other contractual third-parties except following the occurrence and during the continuance of an Event of Default, (iv) the Collateral Agent shall not require landlord waivers and other third-party access or statutory lien subordinations or waivers except to the extent expressly required by the Guarantee and Collateral Agreement, (v) the Collateral Agent shall not require the perfection of security interests in motor vehicles and other assets subject to certificates of title statutes to the extent a Lien thereon cannot be perfected by the filing of a Uniform Commercial Code financing statement (or the equivalent), (vi) the Collateral Agent shall not require perfection of (A) letters of credit and letter of credit rights which (1) do not constitute supporting obligations and (2) are not in excess of $1,000,000 individually, or $5,000,000 in the aggregate for all such letters of credit and letter of credit rights of the Loan Parties and (B) commercial tort claims which (1) require any additional action by any Loan Party to grant or perfect a security interest in such commercial tort claim and (2) are not in excess of $1,000,000 individually, or $5,000,000 in the aggregate, in each case, other than the filing of a Uniform Commercial Code financing statement (or the equivalent), (vii) the Collateral Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the practical benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrowers and the Administrative Agent and (viii) Liens required to be granted pursuant to this Section 5.09 shall be subject to exceptions and limitations consistent with those set forth in the Security Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction).

Section 5.10. Mortgaged Properties. The Collateral Agent shall have received, as and when required by Section 5.09 , (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the applicable Loan Party, (ii) a title insurance policy for such property available in each applicable jurisdiction (each, a “ Title Policy ”) insuring the Lien of each such Mortgage as a valid first-priority Lien on the property described therein, free of any other Liens other than Liens permitted hereunder and under the Security Documents, together with such endorsements, coinsurance and reinsurance and in such amounts as the Administrative Agent may reasonably request, (iii) a completed Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and each Loan Party relating thereto) and, if any improvements on any Mortgaged Property are located in a flood hazard area, evidence of flood insurance reasonably satisfactory to the Administrative Agent, (iv) ALTA surveys in form and substance reasonably acceptable to the Administrative Agent or such existing surveys together with no-change affidavits sufficient for the title company to remove all standard survey exceptions from the Title Policies and issue the endorsements required in clause (ii) above and (v) such customary legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property.

Section 5.11. Designation of Subsidiaries.

(a) The Borrowers may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, any Borrower or Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the subsidiary to be so designated); provided that

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(i) any Unrestricted Subsidiary must be an entity of which the majority of the Voting Equity Interests therein are owned, directly or indirectly, by the Borrower;

(ii) such designation complies with the covenants described in Section 6.03(c) ;

(iii) no Event of Default shall have occurred and be continuing;

(iv) the Total Net Leverage Ratio would be less than the ratio set forth in Section 6.01(a) ;

(v) in each case on a pro forma basis taking into account such designation; and

(vi) each of:

(A) the subsidiary to be so designated; and

(B) its subsidiaries,

has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of any Borrower or Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Revolving Credit Agreement and any Junior Financing.

(b) The Borrowers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing and the Total Net Leverage Ratio would be less than the ratio set forth in Section 6.01(a) , on a pro forma basis taking into account such designation.

Any such designation by the Borrowers shall be evidenced by the Borrowers to the Administrative Agent by promptly delivering to the Administrative Agent an Officer’s Certificate giving effect to such designation and certifying that such designation complied with the provisions of this Section 5.11 .

Section 5.12. Credit Ratings. The Borrowers shall use commercially reasonable efforts to maintain (a) a public credit rating of the Term Loans from each of S&P and Moody’s and (b) a public corporate family rating from Moody’s and a public corporate credit rating from S&P, but, in each case, not any minimum ratings.

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Section 5.13. Appraisals and Field Exams.

(a) Upon the Agents’ request, upon reasonable advance notice to the Borrowers, the Borrowers and the Subsidiary Guarantors will provide the Agents with appraisals or updates thereof of their Inventory from a nationally recognized appraiser selected and engaged by the Agents (following consultation with the Borrowers), and prepared on a basis satisfactory to the Agents in its Permitted Discretion, such appraisals and updates to include, without limitation, information required by applicable law and regulations; provided , ho wever , that if no Event of Default has occurred and is continuing, following the Closing Date, no more than one (1) such appraisal per calendar year shall be conducted at the expense of the Loan Parties; provided , ho wever , that during any period from the date on which daily Excess Availability is less than the greater of (i) 10% of the Line Cap and (ii) $7,500,000 for five (5) or more consecutive Business Days until such time as the daily Excess Availability is equal to or exceeds the greater of (i) 10% of the Line Cap and (ii) $7,500,000 for a period of thirty (30) consecutive Business Days, the Administrative Agent may order one (1) additional inventory appraisal per calendar year at the expense of the Loan Parties (it being understood, however, that, so long as no Event of Default is continuing, no more than two (2) such appraisals per calendar year shall be conducted at the expense of the Loan Parties).

(b) Field examinations may be conducted in connection with inspections permitted under Section 5.07 and the Borrowers agree to pay the documents costs and expenses incurred in connection with such field examinations and the preparation of Reports (not to exceed the actual fees charged by a third party retained by the Agents or the internally allocated fees for each Person employed by the Agents with respect to each field examination); provided , ho wever , that absent the occurrence and continuation of an Event of Default, no more than one (1) field examination per year shall be conducted at the expense of the Borrower; pr ovided , fu rther , that during any period from the date on which daily Excess Availability is less than 10% of the Line Cap for five (5) or more consecutive Business Days until such time as the daily Excess Availability is equal to or exceeds 10% of the Line Cap for a period of thirty (30) consecutive Business Days, the Administrative Agent may conduct one (1) additional field examination at the expense of the Borrowers during such year (it being understood, however, that, so long as no Event of Default is continuing, no more than two (2) such field examinations per calendar year shall be conducted at the expense of the Borrowers).

Section 5.14. Post-Closing Collateral Arrangements. The Borrowers shall execute and deliver the documents and complete the tasks set forth on Schedule 5.14 , in each case within the time limits specified on such schedule.

Section 5.15. Unbilled Accounts Recordkeeping. On or before the date that is one hundred eighty (180) days from the Closing Date, the Borrowers shall have, to the satisfaction of the Administrative Agent, created systems and/or recordkeeping procedures that segregate billed and unbilled Accounts such that unbilled Accounts are easily identifiable and reportable as unbilled Accounts.

Section 5.16. Quarterly Lender Calls. Upon the request of the Administrative Agent, the Borrowers shall hold a conference call (the reasonable costs of holding such call to be paid by the Borrowers) with all Lenders who choose to attend such conference call, within a reasonable period of time following each delivery of financial statements under Section 5.04(a) or Section 5.04(b) , during which the Borrowers shall review the financial results of the applicable fiscal year or fiscal quarter, the budget for the current fiscal year and the financial condition of the Borrowers and their respective Restricted Subsidiaries.

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ARTICLE VI

NEGATIVE COVENANTS

The Borrowers covenant and agree that, until the Termination Date, the Borrowers will not (and, with respect to Section 6.04(c) and Sec tion 6.1 1 only, Holdings shall not), nor will the Borrowers cause or permit any of the Restricted Subsidiaries to:

Section 6.01. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) Directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “ incur ” and collectively, an “ incurrence ”) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrowers and the Restricted Guarantors will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided , how ev er , that the Borrowers and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, (A) if the Total Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 4.40 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom and after giving pro forma effect to any Specified Transaction permitted under this Agreement and consummated in connection with the application of such proceeds), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which Section 5.04 Financials have been delivered to the Administrative Agent and (B) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided , fur th er , that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this paragraph (a) is subject to the limitations of paragraph (g) below.

(b) The limitations set forth in clause (a) will not apply to the following items:

(i) the Indebtedness under the Loan Documents (including any Revolving Commitment Increase) of the Borrowers or any of their respective Restricted Subsidiaries (including letters of credit and bankers’ acceptances thereunder);

(ii) junior or unsecured Indebtedness, so long as no Event of Default has occurred and is continuing and the Total Net Leverage Ratio measured on a pro forma basis is no greater than 5.00 to 1.00;

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(iii) Indebtedness of the Borrowers and Borrowers’ Restricted Subsidiaries in existence on the Closing Date (other than Indebtedness described in c lauses (b)(i) , (ii) , (xv) , (x x) and (xx i) of this Sectio n 6.01 ) and set forth in all material respects on Schedule 6.01 ;

(iv) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred of their respective Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in the business of the Borrowers and Borrowers’ Restricted Subsidiaries, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all other Indebtedness, Disqualified Stock and/or Preferred Stock incurred and outstanding under this clause (iv) , not to exceed the greater of (x) $10,000,000 and (y) 1.75% of Consolidated Total Assets at any time outstanding; so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created within 270 days thereafter;

(v) Indebtedness incurred by the Borrowers or any of their respective Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(vi) Indebtedness arising from agreements of a Borrower or Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the Disposition of any business, assets or a subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition; provided , howe ver , that such Indebtedness is not reflected on the balance sheet (other than by application of Interpretation Number 45 of the Financial Accounting Standards Board (commonly known as FIN 45) as a result of an amendment to an obligation in existence on the Closing Date) of any Borrower or Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (vi) );

(vii) Indebtedness of (A) any Borrower to any Restricted Subsidiary and (B) any Restricted Subsidiary to any Borrower or to any other Restricted Subsidiary; provided that any such Indebtedness owing by a Borrower or a Guarantor to a Subsidiary that is not a Guarantor is Subordinated Indebtedness; provided , fu rt her , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Borrower or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii) ;

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(viii) shares of Preferred Stock of a Restricted Subsidiary issued to a Borrower or another Restricted Subsidiary, provided , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to a Borrower or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (viii) ;

(ix) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted under this Section 6.01 , exchange rate risk or commodity pricing risk;

(x) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and performance and completion guarantees and other obligations of a like nature provided by the Borrowers or any of their respective Restricted Subsidiaries in the ordinary course of business;

(xi) [Reserved];

(xii) provided that no Event of Default shall have occurred and be continuing or would occur as a consequence thereof, the incurrence by any Borrower or Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock permitted under Section 6.01(a) or cla uses (ii ) , (iii) , ( iv) , ( xi)(A ) , (xi ii) , (xv) , (xviii ) , (xx) , (xxi) or (x xvi) of this Section 6.01(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “ Refinancing In debtedness ”) prior to its respective maturity; provided , howe ver , that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (1) Indebtedness subordinated or pari passu to the Obligations, such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded and (2) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively,

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(1) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of any Borrower;

(2) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or

(3) Indebtedness, Disqualified Stock or Preferred Stock of a Borrower or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and

(D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded, replaced or refinanced (including any premium, expenses, costs and fees incurred in connection with such refund, replacement or refinancing);

provided , furth er , that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (xii) (solely as it relates to Indebtedness under clause (x iii) and Sect ion 6.0 1(a) ) shall be subject to the limitations set forth in Section 6.01(g) to the same extent as the Indebtedness refinanced;

(xiii) Indebtedness, Disqualified Stock or Preferred Stock (x) of a Borrower or a Restricted Subsidiary incurred to finance an acquisition, (y) of Persons that are acquired by any Borrower or Restricted Subsidiary or Persons merged into a Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement or (z) that is assumed by any Borrower or Restricted Subsidiary in connection with such acquisition so long as:

(A) no Event of Default shall have occurred and be continuing or would result therefrom,

(B) any Indebtedness, Disqualified Stock or Preferred Stock incurred in reliance on clause (x) above shall not mature (and shall not be mandatorily redeemable in the case of Disqualified Stock or Preferred Stock) or require any payment of principal (other than customary asset sale and change of control provisions and, if applicable, AHYDO catch-up payments), in each case, prior to the date which is 91 days after the Maturity Date,

(C) any Indebtedness, Disqualified Stock or Preferred Stock incurred or assumed in reliance on clause (y) or (z) above shall not have been incurred in contemplation of such acquisition, and

(D) after giving pro forma effect to such acquisition or merger,

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(1) if such Indebtedness is secured on a pari passu basis with the Revolving Loans, the Senior Secured Net Leverage Ratio is less than or equal to 4.40 to 1.00;

(2) if such Indebtedness is unsecured or secured on a junior basis with the Revolving Loans, the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00.

(xiv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(xv) the Indebtedness under or secured by the Term Loan Documents of the Borrowers or any of their respective Restricted Subsidiaries;

(xvi) (A) any guarantee by a Borrower or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as such Indebtedness or other obligations are permitted under this Agreement, or (B) any guarantee by a Restricted Subsidiary of Indebtedness or other obligations of the Borrowers; pro vided that, in each case, (x) such Restricted Subsidiary shall comply with its obligations under Section 5.09 and (y) in the case of any guarantee of Indebtedness or other obligations of any Borrower or Subsidiary Guarantor by any Restricted Subsidiary that is not a Subsidiary Guarantor, such Restricted Subsidiary becomes a Subsidiary Guarantor under this Agreement;

(xvii) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrowers and Borrowers’ Subsidiaries;

(xviii) Indebtedness, Disqualified Stock, or Preferred Stock of any Foreign Subsidiary or of any foreign Persons that are acquired by any Borrower or Restricted Subsidiary or merged into a Restricted Subsidiary that is a Foreign Subsidiary in accordance with the terms of this Agreement; pro vided , that the aggregate amount outstanding of any such Indebtedness, Disqualified Stock, or Preferred Stock shall not at any time exceed the greater of $20,000,000 and 3.50% of Consolidated Total Assets;

(xix) Indebtedness issued by any Borrower or any of its Restricted Subsidiaries to future, current or former officers, managers, directors, employees and consultants thereof or any direct or indirect parent thereof, their respective estates, heirs, family members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of a Borrower, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in Section 6.03(b)(iv) ;

(xx) Indebtedness consisting of obligations of any Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with any Investment permitted hereunder;

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(xxi) [Reserved];

(xxii) cash management obligations and Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft facilities, employee credit card or purchase card programs, Cash Pooling Arrangements, controlled disbursement, return items, interstate depository network services, dealer incentive, supplier finance or similar programs, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, or similar arrangements in connection with cash management and deposit accounts; provided that, with respect to any Cash Pooling Arrangements, the total amount of all deposits subject to any such Cash Pooling Arrangement at all times equals or exceeds the total amount of overdrafts that may be subject to such Cash Pooling Arrangements;

(xxiii) Indebtedness of any Borrower or any of its Subsidiaries in respect of Sale and Lease-Back Transactions;

(xxiv) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(xxv) Indebtedness representing deferred compensation to employees of any Borrower or Restricted Subsidiary incurred in the ordinary course of business; and

(xxvi) additional Indebtedness, Disqualified Stock or Preferred Stock of any Borrower or Restricted Subsidiary in a principal amount not to exceed the greater of (x) $10,000,000 and (y) 1.75% of Consolidated Total Assets.

(c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, Section 6.01(xii) , if any Indebtedness is incurred to refinance Indebtedness initially incurred in reliance on any provision of this Section 6.01 measured by reference to a percentage of Consolidated Total Assets at the time of incurrence thereof, and such refinancing would cause such percentage of Consolidated Total Assets to be exceeded if calculated based on the Consolidated Total Assets on the date of such refinancing, such percentage of Consolidated Total Assets shall not be deemed to be exceeded (and such refinancing Indebtedness shall be permitted) so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing.

(d) The accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 6.01 .

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(e) For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

(f) The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

(g) Notwithstanding anything to the contrary contained in Section 6.0 1(a) or (b) , no Restricted Subsidiary of any Borrower that is not a Subsidiary Guarantor shall incur any Indebtedness or issue any Disqualified Stock or Preferred Stock in reliance on Section 6.01(a) or (b) (xiii) (the “ Limited Non-Gu arantor Debt Exceptions ”) if the amount of such Indebtedness, Disqualified Stock or Preferred Stock, when aggregated with the amount of all other Indebtedness, Disqualified Stock or Preferred Stock outstanding under such Limited Non-Guarantor Debt Exceptions, together with any Refinancing Indebtedness in respect thereof, would exceed the greater of (x) $15,000,000 and (y) 2.50% of Consolidated Total Assets; provided that in no event shall any Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Subsidiary Guarantor (i) existing at the time it became a Restricted Subsidiary or (ii) assumed in connection with any acquisition, merger or acquisition of minority interests of a non-Wholly-Owned Subsidiary (and in the case of clauses (i) and (ii) , not created in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, merger or acquisition of minority interests) be deemed to be Indebtedness outstanding under the Limited Non-Guarantor Debt Exceptions for purposes of this Section 6.01(g) .

Section 6.02. Liens. Directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) on any asset or property of a Borrower or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom.

Section 6.03. Restricted Payments.

(a) Directly or indirectly, make any Restricted Payment, other than Restricted Payments made at any time when, in the case of Restricted Payments described in clause (a) of the definition thereof, the Distribution Condition is satisfied with respect to such Restricted Payment and, in the case of any other Restricted Payment, the Payment Condition is satisfied with respect to such Restricted Payment.

(b) Section 6. 03(a ) will not prohibit:

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(i) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement;

(ii) (A) the redemption, prepayment, repurchase, retirement or other acquisition of any (1) Equity Interests (“ Treasury Capit al Stock ”) of the Borrowers or any Restricted Subsidiary or Junior Financing of any Borrower or Guarantor or (2) Equity Interests of any direct or indirect parent company of any Borrower, in the case of each of clause (1) and (2) , in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrowers or a Restricted Subsidiary) of, Equity Interests of any Borrower, or any direct or indirect parent company of any Borrower to the extent contributed to the capital of any Borrower or Restricted Subsidiary (in each case, other than any Disqualified Stock) (“ Refunding Capi tal Stock ”), (B) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Borrower or a Restricted Subsidiary) of the Refunding Capital Stock, and (C) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (vi)(A) or (B) of this Section 6.03(b) , the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of any Borrower) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(iii) the redemption, repurchase or other acquisition or retirement of any Junior Financing of a Borrower or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of a Borrower or a Restricted Guarantor, as the case may be, which is incurred in compliance with Section 6.01(b)(xii) so long as no Event of Default has occurred and is continuing or would immediately result upon the consummation of such transaction and, in the case of clause (B) :

(A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(B) solely in the case of Subordinated Indebtedness, such new Indebtedness is subordinated to the Obligations at least to the same extent as such Subordinated Indebtedness so prepaid, purchased, exchanged, redeemed, repurchased, acquired or retired for value;

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(C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being so prepaid, redeemed, repurchased, acquired or retired; and

(D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being so prepaid, redeemed, repurchased, acquired or retired;

(iv) a Restricted Payment to pay for the repurchase, retirement, redemption or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of any Borrower or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant (or any of their successors, heirs, estates or assigns) of any Borrower, any of its Subsidiaries or any of their respective direct or indirect parent companies (whether pursuant to any management unit purchase agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement or otherwise); provided , howe ver , that the aggregate Restricted Payments made under this clause (iv) do not exceed in any calendar year $2,000,000; provided , furt her , that such amount in any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of any Borrower and, to the extent contributed to the capital of such Borrower, Equity Interests of any of the direct or indirect parent companies of any Borrower, in each case to members of management, directors or consultants of such Borrower, any of its subsidiaries or any of their respective direct or indirect parent companies that occurs after the Closing Date (other than Equity Interests the proceeds of which are used to fund the Transactions), to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of S ection 6.03(a) ; plus

(B) the cash proceeds of key man life insurance policies received by any Borrower or any of its Restricted Subsidiaries after the Closing Date; minus

(C) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this cl ause (iv) ;

and prov ided , furth er , that cancellation of Indebtedness owing to any Borrower from members of management of such Borrower, any of its subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of such Borrower or any of such Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Agreement;

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(v) payments of cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any acquisition permitted hereunder;

(vi) [Reserved];

(vii) [Reserved];

(viii) [Reserved];

(ix) [Reserved];

(x) Restricted Payments that are made with Excluded Contributions;

(xi) [Reserved];

(xii) [Reserved];

(xiii) [Reserved];

(xiv) [Reserved];

(xv) the declaration and payment of dividends or the payment of other distributions by any Borrower to, or the making of loans or advances to, any of its direct or indirect parents or the equity interest holders thereof in amounts required for any direct or indirect parent companies or the equity interest holders thereof to pay, in each case without duplication,

(A) franchise Taxes and other fees, Taxes and expenses required to maintain their corporate existence;

(B) for any taxable period in which any Borrower and, if applicable, any of its subsidiaries is a member of a consolidated, combined or similar income tax group of which a direct or indirect parent of such Borrower is the common parent (a “Tax Group”), to pay federal, foreign, state and local income taxes of such Tax Group that are attributable to the taxable income of such Borrower and/or its subsidiaries; provided that, for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that such Borrower and its subsidiaries would have been required to pay as a stand-alone consolidated, combined or similar income tax group; provided, further, that the permitted payment pursuant to this clause (B) with respect to any Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to such Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar income Taxes;

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of any Borrower to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operation of such Borrower and its Restricted Subsidiaries;

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(D) general corporate operating and overhead costs and expenses of any direct or indirect parent company of any Borrower to the extent such costs and expenses are reasonably attributable to the ownership or operation of such Borrower and its Restricted Subsidiaries;

(E) amounts payable to the Sponsor pursuant to the Sponsor Management Agreement (including all obligations and expenses incurred by the Sponsor in the performance of its duties under the Sponsor Management Agreement);

(F) fees and expenses other than to Affiliates of any Borrower incurred pursuant to (1) any equity or debt offering of such parent entity (whether or not successful), (2) any Investment otherwise permitted under this covenant (whether or not successful) and (3) any transaction of the type described in Section 6.04;

(G) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of any Borrower or any direct or indirect parent;

(H) amounts to finance Investments otherwise permitted to be made pursuant to this Section 6.03; provided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) such direct or indirect parent company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) to be contributed to the capital of any Borrower or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into any Borrower or one of its Restricted Subsidiaries (to the extent not prohibited by Section 6.04) in order to consummate such Investment, in each case, subject to the limitations set forth in clauses (h) and (m) of, and the proviso set forth at the end of, the definition of “Permitted Investment”; (3) such direct or indirect parent company and its Affiliates (other than a Borrower or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction, (4) any property received by any Borrower shall not increase amounts available for Restricted Payments pursuant to Section 6.03(a) and (5) such Investment shall be deemed to be made by such Borrower or Restricted Subsidiary by another paragraph of this Section 6.03 (other than pursuant to clause (x) hereof) or pursuant to the definition of “Permitted Investments” (other than clause (i) thereof);

(I) reasonable and customary fees payable to any directors of any direct or indirect parent of any Borrower and reimbursement of reasonable out-of-pocket costs of the directors of any direct or indirect parent of any Borrower in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of such Borrower and its Restricted Subsidiaries; and

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(J) reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of any Borrower in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of such Borrower and its Restricted Subsidiaries;

(xvi) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to a Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries;

(xvii) [Reserved];

(xviii) Restricted Payments by (A) a non-Subsidiary Guarantor to any Borrower or Restricted Subsidiary or any other holder of its Equity Interests (so long as any payment to such owner of its Equity Interests is pro rata among all holders of its Equity Interests), (B) a Foreign Subsidiary to any Borrower or Restricted Subsidiary or any other holder of its Equity Interests (so long as any payment to such owner of its Equity Interests is pro rata among all holders of its Equity Interests) or (C) any other subsidiary to any Borrower or Subsidiary Guarantor;

(xix) payments or distributions in connection with an AHYDO “catch up” payment with respect to any Incremental Equivalent Debt, Replacement Loans, Junior Financing or Refinancing Indebtedness (each as defined in the Term Loan Agreement);

(xx) [Reserved]; and

(xxi) any payment of any dividend from any Borrower to Holdings in connection with the payment of social security or other payroll Taxes based on the issuance of Equity Interests to employees or other service providers.

provided , howev er , that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (ii) , (iii) , (v ii) (as determined at the time of the declaration of such dividend), (xi) , (xv)(E) and (xvi ) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) As of the Closing Date, all of the subsidiaries of the Borrowers will be Restricted Subsidiaries. The Borrowers will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to Section 5.11(b) . For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrowers and Borrowers’ Restricted Subsidiaries (except to the extent repaid) in the subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 6.03(a) or (b)( vii) , (x ) or (xi) , or pursuant to the definition of “Permitted Investments,” and if such subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Loan Documents.

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Section 6.04. Fundamental Changes.

(a) No Borrower may consolidate or merge with or into or wind up into (whether or not such Borrower is the surviving corporation), and may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Borrower and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(i) such Borrower is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Borrower) or the Person to whom such sale, assignment, transfer, lease, conveyance or other Disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, the “ S uccess or Comp any ”);

(ii) the Successor Company, if other than such Borrower, expressly assumes all the Obligations of such Borrower pursuant to documentation reasonably satisfactory to the Administrative Agent;

(iii) immediately after such transaction, no Default exists;

(iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described of Section 6.01(a) ;

in each case made or effected substantially simultaneously with such transaction or related financing;

(v) each Guarantor, unless it is the other party to the transactions described above, in which case Section 6.04(c)(i)(B) shall apply, shall have confirmed that its Obligations under the Loan Documents to which it is a party pursuant to documentation reasonably satisfactory to the Administrative Agent; and

(vi) such Borrower shall have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger or transfer and such documentation relating to the Loan Documents, if any, comply with this Agreement;

pro vided that such Borrower shall promptly notify the Administrative Agent of any such transaction and shall take all required actions in order to preserve and protect the Liens on the Collateral securing the Secured Obligations either prior to or upon the later to occur of (x) 30 days following such transaction or (y) the earlier of the date of the required delivery of the next Compliance Certificate and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent).

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The Successor Company will succeed to, and be substituted for the applicable Borrower under the Loan Documents. Notwithstanding the foregoing, clause (iv) shall not apply to the Transactions.

(b) Notwithstanding the foregoing paragraphs (a)(iii) and ( a)(iv) ,

(i) a Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to a Borrower or a Restricted Guarantor;

(ii) a Borrower may merge with an Affiliate of such Borrower solely for the purpose of reorganizing such Borrower in a State of the United States so long as the amount of Indebtedness of such Borrower and its Restricted Subsidiaries is not increased thereby; and

(iii) any Foreign Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to any other Foreign Subsidiary.

(c) Neither (x) Holdings nor (y) any Restricted Guarantor will, and the Borrowers will not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not a Borrower or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless, in the cause of clause (y) only:

(i) (A) such Restricted Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other Disposition will have been made is organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or Person, the “ S uccess or Pers on ”);

(B) the Successor Person, if other than such Restricted Guarantor, expressly assumes all the Obligations of such Restricted Guarantor pursuant to documentation reasonably satisfactory to the Administrative Agent;

(D) the Lead Borrower shall have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger or transfer and such documentation relating to the Loan Documents, if any, comply with this Agreement;

(ii) the transaction does not violate Section 6.05 ;

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provided that the Lead Borrower shall promptly notify the Administrative Agent of any such transaction and shall take all required actions in order to preserve and protect the Liens on the Collateral securing the Secured Obligations either prior to or upon the later to occur of (x) 30 days following such transaction or (y) the earlier of the date of the required delivery of the next Compliance Certificate and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent).

In the case of clause (i)(A) above, the Successor Person will succeed to, and be substituted for, such Restricted Guarantor under the Loan Documents. Notwithstanding the foregoing, any Restricted Guarantor (x) may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or a Borrower or (y) dissolve, liquidate or wind up its affairs if such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect.

Section 6.05. Dispositions.

Cause, make or suffer to exist a Disposition, except:

(a) any Disposition of cash or Cash Equivalents or Investment Grade Securities or obsolete, worn out, used or surplus tangible property in the ordinary course of business, any Disposition of tangible property no longer used or useful in the conduct of the business or any Disposition of inventory or goods (or other assets) held for sale in the ordinary course of business and immaterial assets (including allowing any patents, patent applications, registrations or any applications for registration of any intellectual property rights to lapse or go abandoned in the ordinary course of business) and termination of leases and licenses in the ordinary course of business, including a voluntary or mandatory recall of any product;

(b) the Disposition of all or substantially all of the assets of a Borrower and its Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under Section 6.04 or any Disposition that constitutes a Change of Control;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 6.03 ;

(d) any Disposition of property or assets or issuance of Equity Interests (A) by a Restricted Subsidiary of a Borrower to a Borrower or (B) by a Borrower or a Restricted Subsidiary of a Borrower to another Restricted Subsidiary of a Borrower; prov ided that in the case of any event described in clause (B) where the transferee or purchaser is not a Guarantor, the Net Cash Proceeds thereof, when aggregated with the amount of Permitted Investments made pursuant to clauses (a) and (c) of the definition thereof, shall not exceed the greater of (x) $10,000,000 and (y) 1.75% of Consolidated Total Assets;

(e) any Permitted Asset Swap;

(f) (i) the sale, lease, assignment, license or sub-lease of any real, intangible or personal property (including the provision of software under an open source license or the licensing of other intellectual property rights) in the ordinary course of business and which do not materially interfere with the business of the Borrowers and Borrowers’ Restricted Subsidiaries (taken as a whole) and (ii) inbound and non-exclusive outbound licenses to intellectual property rights, in each case that do not materially interfere with the business of the Borrowers and Borrowers’ Restricted Subsidiaries (taken as a whole);

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(g) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h) any sale, lease or other Disposition so long as the Payment Conditions are satisfied immediately after giving pro forma effect to such sale, lease or other Disposition;

(i) any sale or other Disposition in connection with any financing transaction with respect to property built or acquired by a Borrower or any Restricted Subsidiary after the Closing Date, including Sale and Lease-Back Transactions and asset securitizations permitted under this Agreement;

(j) Dispositions or discounts without recourse of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business;

(k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the Net Cash Proceeds therefor; prov ided such transfer shall constitute a Property Loss Event;

(l) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of a Borrower or a Restricted Subsidiary are not material to the conduct of the business of the Borrowers and Borrowers’ Restricted Subsidiaries taken as a whole;

(m) voluntary terminations, the unwinding or settling of Hedging Obligations;

(n) Dispositions (including Sale and Lease-Back Transactions) by a Foreign Subsidiary designed to generate foreign distributable reserves;

(o) any Disposition to the extent not involving property (when taken together with any related Disposition or series of related Dispositions) with a fair market value in excess of $2,500,000; and

(p) Dispositions with a fair market value in excess of $2,500,000 that are not otherwise permitted under this Section 6.05 , provided that:

(i) at least 75% of the consideration therefor received by such Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of (A) any liabilities (as shown on such Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of such Borrower or such Restricted Subsidiary, other than liabilities that are Subordinated Indebtedness or that are owed to a Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which such Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (B) any securities received by such Borrower or such Restricted Subsidiary from such transferee

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that are converted by such Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Disposition, and (C) any Designated Non-Cash Consideration received by such Borrower or such Restricted Subsidiary in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of $7,500,000 and 1.25% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose; and

(ii) any Disposition of assets or issuance or sale of Equity Interests of a Restricted Subsidiary in any transaction or series of related transactions, when taken together with all other dispositions made in reliance on this paragraph (p) , does not have a fair market value in excess of 10% of Consolidated Total Assets of the Borrowers on the Closing Date;

(q) Sale and Lease-Back Transactions involving (i) real property owned on the Closing Date (other than any Mortgaged Property), (ii) property acquired not more than 180 days prior to such Sale and Lease-Back Transaction for cash in an amount at least equal to the cost of such property and (iii) other property for cash consideration;

(r) Dispositions of non-core assets acquired in connection with acquisitions permitted hereunder or other Investments permitted hereunder; pro vided that (i) the fair market value of all such Dispositions shall not exceed in the aggregate the greater of (x) $10,000,000 or (y) 1.75% of Consolidated Total Assets since the Closing Date, (ii) no Event of Default shall have occurred and be continuing or would immediately result from such Disposition and (iii) each such sale is in an arm’s-length transaction and such Borrower or Restricted Subsidiary receives at least fair market value; and

(s) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

provided that the consideration received by such Borrower or such Restricted Subsidiary, as the case may be, with respect to any Disposition of any property with a fair market value in excess of $2,500,000 must be at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of. To the extent any Collateral is disposed of as expressly permitted by this Section 6.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, is hereby authorized and directed by the Required Lenders to take any actions deemed appropriate in order to effect the foregoing.

Section 6.06. Transactions with Affiliates. Except for transactions by or among the Borrowers and the Restricted Guarantors, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, involving aggregate payments or consideration in excess of $10,000,000 in any fiscal year unless:

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(a) such transaction is on terms that are not materially less favorable to the relevant Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(b) the Lead Borrower delivers to the Administrative Agent with respect to any such transaction or series of related transactions involving aggregate payments or consideration in excess of $25,000,000, a resolution adopted by the majority of the Governing Board of the Lead Borrower approving such transaction and set forth in an Officer’s Certificate certifying that such transaction complies with clause (a) above.

(i) a Borrower or any Restricted Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to such Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties;

(ii) a Borrower and its Restricted Subsidiaries may pay expenses and make indemnification payments and, if no Event of Default has occurred and is continuing or would result therefrom, fees ( provided that, from and after the occurrence and during the continuance of an Event of Default such fees may accrue but not be payable in cash until such time as no Event of Default is then continuing), directly or indirectly to the Sponsor pursuant to and in accordance with the Sponsor Management Agreement;

(iii) the Transactions and the payment of the Transaction Expenses;

(iv) issuances by a Borrower and its Restricted Subsidiaries of Equity Interests not prohibited under this Agreement;

(v) reasonable and customary fees payable to any directors of a Borrower and its Restricted Subsidiaries (or any direct or indirect parent of such Borrower) and reimbursement of reasonable out-of-pocket costs of the directors of such Borrower and its subsidiaries (or any direct or indirect parent of such Borrower) in the ordinary course of business, in the case of any direct or indirect parent to the extent reasonably attributable to the ownership or operations of such Borrower and its Restricted Subsidiaries;

(vi) (A) expense reimbursement and employment, severance and compensation arrangements entered into by a Borrower and its Restricted Subsidiaries with their officers, employees and consultants in the ordinary course of business, including, without limitation, the payment of stay bonuses and incentive compensation and/or such officer’s, employee’s or consultant’s equity investment in certain Restricted Subsidiaries and (B) transactions pursuant to stock option plans and employee benefit plans and arrangements in ordinary course of business;

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(vii) payments by a Borrower and its Restricted Subsidiaries to each other pursuant to Tax sharing agreements or arrangements among Parent and its subsidiaries on customary terms (including, without limitation, transfer pricing initiatives);

(viii) the payment of reasonable and customary indemnities to directors, officers and employees of a Borrower and its Restricted Subsidiaries (or any direct or indirect parent of such Borrower) in the ordinary course of business, in the case of any direct or indirect parent to the extent attributable to the operations of such Borrower and its Restricted Subsidiaries;

(ix) transactions pursuant to permitted agreements in existence on the Closing Date and disclosed to the Lenders prior to the Closing Date (other than the Sponsor Management Agreement) and any amendment thereto to the extent such an amendment is not adverse to the interests of the Lenders in any material respect;

(x) Restricted Payments permitted under Section 6.03 ;

(xi) so long as no Event of Default has occurred and is continuing or would result therefrom, payments by a Borrower and its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Governing Board of the Borrowers, in good faith; provided that, upon the occurrence and during the continuance of an Event of Default such payment amounts may accrue but not be payable in cash until such time as no Event of Default is then continuing;

(xii) loans and other transactions among a Borrower and its subsidiaries (and any direct and indirect parent company of such Borrower) to the extent permitted under this Article VI ; provided that any Indebtedness of any Loan Party owed to a Restricted Subsidiary that is not a Loan Party (or a Person that is required to become a Loan Party in accordance with Section 5.09 ) shall be subject to subordination provisions no less favorable to the Lenders than the subordination provisions reasonably acceptable to the Administrative Agent;

(xiii) the existence of, or the performance by a Borrower or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided , however, that the existence of, or the performance by a Borrower or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (xiii) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken as a whole;

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(xiv) transactions with customers, clients, joint venture partners, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business which are fair to a Borrower and its Restricted Subsidiaries, in the reasonable determination of the Governing Board of the Borrowers or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(xv) [Reserved];

(xvi) payments or loans (or cancellation of loans) to employees or consultants of a Borrower, any of its direct or indirect parent companies or any of its Restricted Subsidiaries which are approved by a majority of the Governing Board of the Borrowers in good faith; and

(xvii) transactions among Foreign Subsidiaries for Tax planning and Tax efficiency purposes.

For the avoidance of doubt, the parties hereto acknowledge and agree that nothing provided in this Agreement shall restrict the ability of Holdings to make a one-time payment from proceeds of a Qualified Public Offering or Qualified Merger to affiliates of the Sponsor in connection with the termination of the Sponsor Management Agreement so long as no Event of Default has occurred and is continuing or would immediately result therefrom; prov ided that from and after the occurrence and during the continuance of an Event of Default such amounts may accrue but not be payable in cash until such time as no Event of Default is then continuing.

Section 6.07. Restrictive Agreements. Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon:

(a) the ability of any Loan party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations;

(b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to, or to guarantee Indebtedness of, a Borrower or any Guarantor; or

(c) the ability of any Restricted Subsidiary to sell, lease or transfer any of its properties or assets to a Borrower or any Guarantor;

pro vided that the foregoing shall not apply to:

(i) restrictions and conditions imposed by law, by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by c lause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;

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(ii) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto;

(iii) restrictions and conditions on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder;

(iv) restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its subsidiaries or the property or assets intended to secure such Indebtedness;

(v) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;

(vi) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Loan Party, which Indebtedness, Disqualified Stock or Preferred Stock is permitted by Section 6.01 ;

(vii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.03 and applicable solely to such joint venture entered into in the ordinary course of business;

(viii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis;

(ix) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(x) Secured Indebtedness otherwise permitted to be incurred under Sections 6.01 and 6.02 that limit the right of the obligor to dispose of the assets securing such Indebtedness;

(xi) restrictions arising in connection with cash or other deposits permitted by the definition of Permitted Investments or under Secti on 6.02 and limited to such cash or deposit;

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(xii) restrictions regarding licensing or sublicensing by the Borrowers and their respective Restricted Subsidiaries of intellectual property in the ordinary course of business;

(xiii) restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder;

(xiv) any encumbrances or restrictions of the type referred to in clauses (a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x iii) above; provide d that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the reasonable, good faith judgment of the Borrowers, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(d) clause (a) and clause (c) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment, sale or transfer thereof, in each case entered into in the ordinary course of business or which exists on the date hereof, and no such clause in this Section 6.07 shall prohibit or restrict such party’s right to execute a subordination, non-disturbance and attornment agreement in a form customary and reasonably acceptable such Borrower or such Restricted Subsidiary.

Section 6.08. Business of the Borrowers and Borrowers’ Restricted Subsidiaries. Engage in any line of business material to the Borrowers and Borrowers’ subsidiaries taken as a whole other than (a) those lines of business conducted by the Borrowers or Borrowers’ Restricted Subsidiaries on the Closing Date or (b) any Similar Business.

Section 6.09. Modification of Junior Financing Documentation. Directly or indirectly, amend, modify or change (a) the subordination provisions of any Junior Financing Documentation (and the component definitions used therein) or (b) any other term or condition of any Junior Financing Documentation, in the case of this clause (b) , in any manner materially adverse to the interests of the Lenders and, in each case, without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Section 6.10. Changes in Fiscal Year. Make any change in its fiscal year; provided , howev er , that the Borrowers may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrowers and the Administrative Agent will, and are hereby authorized by Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 6.11. Permitted Activities. With respect to Holdings, engage in any operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Lead Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees,

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costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Term Loan Documents, any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) (1) guaranties in respect of Indebtedness of the Borrowers and Borrowers’ Restricted Subsidiaries permitted under Section 6.01 , including any Refinancing Indebtedness thereof and (2) guaranties of other obligations not constituting Indebtedness incurred by the Borrowers or any of Borrowers’ Restricted Subsidiaries, (vi) if applicable, participating in Tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers and Guarantors, (vii) holding any cash or Cash Equivalents, (viii) making of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) entering into employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities contemplated thereby and (xi) any activities incidental or reasonably related to the foregoing. Notwithstanding the foregoing in this Section 6.11 , the Borrowers shall not incur any Liens on Equity Interests of the Borrowers other than non-consensual Liens and those for the benefit of the Secured Obligations and the obligations with respect to the Term Loan Agreement, Incremental Equivalent Debt, Junior Financing or Refinancing Indebtedness (in each case, subject at all times to the Intercreditor Agreement or an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrowers), and Holdings shall not own any Equity Interests other than those of the Lead Borrower.

Section 6.12. Hedging Agreements Enter into any Hedging Agreement, except (a) Hedging Agreements entered into to hedge or mitigate risks to which the applicable Loan Party or Restricted Subsidiary has actual or anticipated exposure (other than those in respect of Capital Stock), including, but not limited to, risks related to fluctuations in currency exchange rates or commodities pricing and (b) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the applicable Loan Party or Restricted Subsidiary.

Section 6.13. Minimum Fixed Charge Coverage Ratio. Commencing with the fiscal quarter ending September 30, 2017, if the average daily Excess Availability for five (5) or more consecutive Business Days shall be less than or equal to the greater of (i) 10% of the Line Cap or (ii) $7,500,000 (such occurrence, a “ triggering even t ”), thereafter (and until such time as the daily Excess Availability exceeds the greater of (i) 10% of the Line Cap or $7,500,000 for a period of thirty (30) consecutive Business Days (such period, a “ Trigger Period ”)), permit the Fixed Charge Coverage Ratio, for any period of four consecutive fiscal quarters ending on the last day of each fiscal quarter (commencing with the last day of the most recent fiscal quarter preceding such triggering event) to be less than 1.00 to 1.00. No later than three (3) Business Days after the commencement of a Trigger Period, the Borrowers shall deliver to the Administrative Agent a revised Compliance Certificate including a calculation of the Fixed Charge Coverage Ratio pursuant to Sec tion 5.04(c)(ii) as of the last day of the preceding fiscal quarter or fiscal year, as applicable.

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Section 6.14. Restriction on Proceeds. Request any Borrowing, Floorplan Advance or Letter of Credit, and the Borrowers shall not use, and shall procure that Borrowers’ Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing, Floorplan Advance or Letter of Credit 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 (A) in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case except to the extent permitted for a Person required to comply with any Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 6.15. Bundled Solutions Cash. Collect amounts in respect of Bundled Solutions on behalf of any applicable leasing partners and/or third parties that is at any one time owing by the Borrowers and its Restricted Subsidiaries to such applicable leasing partners and/or third parties, except as permitted in Section 5.04(j) , provided that no such collections are commingled with proceeds collected for application to the Obligations.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.01. Events of Default. In case of the happening of any of the following events (“ Events of Default ”):

(a) any representation or warranty made or deemed made in any Loan Document or any representation, warranty, statement or information contained in any certificate required to be furnished pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(b) default shall be made in the payment of any principal of any Loan or any reimbursement obligation in respect of any Floorplan Obligations or LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for mandatory prepayment thereof or by acceleration thereof or otherwise;

(c) default shall be made in the payment of any interest on any Loan, Floorplan Obligations or LC Disbursement or any fee or other amount (other than an amount referred to in clause (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;

(d) default shall be made in the due observance or performance by the Borrowers or any Restricted Subsidiary of any covenant, condition or agreement contained in Sec tion 5.01(a) (with respect to the Borrowers), Sect ion 5.02(b) , Section 5.04(h ) (and such default with respect to Section 5.04(h) shall continue unremedied for a period of five Business Days; p rovided that Borrowers may not rely on more than 3 such grace periods during any period of 12 consecutive months), Section 5.05(a) or in Ar ticle VI ;

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(e) default shall be made in the due observance or performance by any Loan Party or its Restricted Subsidiaries of any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (b) , (c) or (d) above) and such default shall continue unremedied for a period of 30 consecutive days after written notice thereof from the Administrative Agent to the Lead Borrower;

(f) (i) the Borrowers or any Restricted Subsidiary shall fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to an applicable grace period), which failure enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such 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 or that is a failure to pay such Material Indebtedness at its maturity or (ii) any other 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 cl ause (ii) shall not apply to (i) secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness if such sale or transfer is otherwise permitted hereunder, (ii) any Material Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Material Indebtedness or the non-payment or non-performance of obligations related thereto or (y) sole option is to elect, in each case, to convert such Material Indebtedness into Qualified Capital Stock (or cash in lieu of fractional shares) and (iii) in the case of Material Indebtedness which the holder thereof may elect to convert into Qualified Capital Stock, such Material Indebtedness from and after the date, if any, on which such conversion has been effected;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Borrowers or any Restricted Subsidiary (other than an Immaterial Subsidiary), or of a substantial part of the property or assets of the Borrowers or a Restricted Subsidiary (other than an Immaterial Subsidiary), under the Bankruptcy Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrowers or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of the property or assets of the Borrowers or a Restricted Subsidiary (other than an Immaterial Subsidiary) or (iii) the winding-up or liquidation of the Borrowers or any Restricted Subsidiary (other than an Immaterial Subsidiary); and 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;

(h) the Borrowers or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of

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any proceeding or the filing of any petition described in clause (g ) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrowers or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of the property or assets of the Borrowers or any Restricted Subsidiary (other than an Immaterial Subsidiary), (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) become unable, admit in writing its general inability or fail generally to pay its debts as they become due;

(i) one or more judgments for the payment of money in an aggregate amount exceeding $15,000,000 (to the extent not covered by insurance as to which an insurance company has not denied coverage or by an indemnification agreement as to which the indemnifying party has not denied liability) shall be rendered against the Borrowers and/or any Restricted Subsidiary (other than an Immaterial Subsidiary) and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed;

(j) (i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect or, (ii) a Pension Event occurs with respect to any Foreign Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect;

(k) any material provision of any Loan Document, at any time after its execution and delivery, shall for any reason be declared by a court of competent jurisdiction to be null and void (other than in accordance with its terms or in accordance with the terms of the other Loan Documents), or a proceeding shall be commenced by or behalf of any Loan Party, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof); or any Loan Party denies in writing that it has any or further liability thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms of the Loan Documents);

(l) other than with respect to Collateral not exceeding $5,000,000 in the aggregate, any Lien purported to be created by any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid, perfected first priority Lien (subject only to Permitted Liens) having the priority contemplated thereby (except as otherwise expressly provided in this Agreement or such Security Document) on the securities, assets or properties purported to be covered thereby, except to the extent that any lack of validity, perfection or priority results from any act or omission of any Agent, or any Lender (so long as such act or omission does not result from the breach or non-compliance by a Loan Party with the Loan Documents);

(m) there has occurred a Change of Control;

then, and in every such event (other than an event with respect to the Borrowers described in para graph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i)

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terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrowers described in para graph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding the foregoing, with respect to Section 6.01 and Section 6.03 , a Default by Borrowers with respect to the equivalent covenant section in the Term Loan Agreement shall not constitute an Event of Default hereunder unless such Default occurs and continues concurrently with other Events of Default enumerated in this Section 7.01 .

Section 7.02. Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01 , in the event that the Borrowers fail (or, but for the operation of this Section 7.02 , would fail) to comply with the financial covenant set forth in Section 6.13 , until the expiration of the 15th Business Day subsequent to the later of (x) the date the certificate calculating compliance with the financial covenant set forth in Section 6.13 is required to be delivered pursuant to Section 5.04(c) , and (y) the date the Borrowers and their Restricted Subsidiaries are required to comply with Section 6.13 (such 15 Business Day period, the “ Inte rim Period ”), the Borrowers have the right (the “ Cure Right ”) to receive Curative Amounts, and upon the receipt by the Borrowers of such Curative Amounts (the “ Specified Contrib ution ”) such financial covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring such financial covenant not for any other purpose under this Agreement, by an amount equal to the Specified Contribution; provided that, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised and (ii) for purposes of this Section 7.02 , the Specified Contribution shall be no greater than the amount required for purposes of complying with such financial covenant. If, after giving effect to the adjustments in this Section 7.02 , the Borrowers and their Restricted Subsidiaries shall then be in compliance with the requirements of the financial covenant, the Borrowers and their Restricted Subsidiaries shall be deemed to have satisfied the requirements of such financial covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenant that had occurred shall be deemed cured for this purposes of the Agreement. In addition to proviso (i) and (ii) above, (a) the Cure Right may be exercised no more than five times during the initial term of this Agreement. During the Interim Period, neither the Agents nor any Lender shall have any right to exercise any default right or remedy that would otherwise be available on the basis of an Event of Default resulting from the failure to comply with Section 6.13 .

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ARTICLE VIII

THE AGENTS

Section 8.01. Agents. Each of the Lenders hereby irrevocably appoints the Administrative Agent, the Collateral Agent and the Floorplan Funding Agent (collectively, the “ Agents ”) and authorizes each Agent, in its respective capacity, to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to execute any and all documents (including releases and intercreditor agreements) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents.

The banks serving as Agents hereunder has the same rights and powers in their capacity as a Lender as any other Lender and may exercise the same as though they were not an Agent, and such banks and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if they were not an Agent hereunder.

No Agent has any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent has any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 ), (c) each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action and (d) except as expressly set forth in the Loan Documents, no Agent has any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrowers or any of the subsidiaries thereof that is communicated to or obtained by the bank serving as such Agent or any of its Affiliates in any capacity. No Agent 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 under the circumstances as provided in Section 9.08 ) or in the absence of its own gross negligence, bad faith or willful misconduct or material breach of the Loan Documents (as determined by a court of competent jurisdiction in a final and non-appealable judgment). No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Borrowers or a Lender, and no Agent shall 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 validity, enforceability, effectiveness or genuineness of any

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Loan Document or any other agreement, instrument or document, (v) the perfection or priority of any Lien or security interest created or purported to be created under the Security Documents or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the applicable Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrowers or any Affiliate thereof), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith and in accordance with the advice of any such counsel, accountants or experts.

For purposes of determining compliance with the conditions specified in Section 4.02 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent has received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each 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 an Agent.

Subject to the appointment and acceptance of a successor Agent as provided below, each Agent may resign at any time by notifying in writing the Lenders, each Issuing Bank (if applicable), the Floorplan Funding Agent and the Borrowers. Upon receipt of any such notice of resignation of such Agent, the Required Lenders has the right, with the consent of the Borrowers (such consent not to be unreasonably withheld; provided that no such consent of the Borrowers shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Ar ticle V II ), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000.

If no successor Agent is appointed prior to the effective date of resignation of the relevant Agent specified by such Agent in its notice, the resigning Agent may appoint, after consulting with the Lenders with the consent of and the Borrowers, a successor agent from among the Lenders. If no successor agent has accepted appointment as the successor agent by the date which is 60 days following such Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of

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such Agent hereunder until such time, if any, as the Required Lenders, appoint a successor agent as provided for above (except in the case of the Administrative Agent holding collateral security on behalf of any Secured Parties, the resigning Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed). Upon the acceptance of any appointment as an Agent hereunder by a successor (and, in the case of a successor Administrative Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Documents or otherwise ensure that the obligations under S ection 5.09 are satisfied), the successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring 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 acting as Agent.

None of Lenders or other Persons identified on the cover page or signature pages of this Agreement as a “bookrunner,” or “arranger” has any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified has or be deemed to have any fiduciary relationship with any Lender.

Each Lender acknowledges that it has, independently and without reliance upon an Agent, the Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent, the Arranger or any other Lender 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 or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

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In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent and the Collateral Agent (irrespective of whether the Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent has made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise;

(a) to file and prove a claim for the whole amount of the Obligations and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and each Agent or (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and each Agent and their respective agents and counsel and all other amounts due such Lenders and the Administrative Agent under Section 2.05 and 9.05 ) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to such Agent and, in the event such Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.05 and 9.05 .

Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan or reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize any Agent to vote in respect of the claim of any such Lender in any such proceeding.

Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank has all of the benefits and immunities (i) provided to the Administrative Agent in this Article VII I with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this A rticle VIII included such Issuing Bank with respect to such acts or omissions and (ii) as additionally provided herein with respect to such Issuing Bank.

Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel

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and that no Agent undertakes any obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Section 8.02. Credit Bidding. Each of the Lenders hereby irrevocably authorizes the Administrative Agent, on behalf of all Secured Parties to take any of the following actions upon the instruction of the Required Lenders:

(a) consent to the Disposition of all or any portion of the Collateral free and clear of the Liens securing the Obligations in connection with any Disposition pursuant to the applicable provisions of the Bankruptcy Code, including Section 363 thereof;

(b) credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of the Bankruptcy Code, including under Section 363 thereof;

(c) credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC;

(d) credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any foreclosure or other Disposition conducted in accordance with applicable law following the occurrence of an Event of Default, including by power of sale, judicial action or otherwise; and/or

(e) estimate the amount of any contingent or unliquidated Obligations of such Lender or other Secured Party;

(f) it being understood that no Lender shall be required to fund any amount (other than by means of offset) in connection with any purchase of all or any portion of the Collateral by the Administrative Agent pursuant to the foregoing clauses (b), (c) or (d) without its prior written consent.

Each Secured Party agrees that the Administrative Agent is under no obligation to credit bid any part of the Obligations or to purchase or retain or acquire any portion of the Collateral; provide d that, in connection with any credit bid or purchase described under clauses (b), (c) or (d) of the preceding paragraph, the Obligations owed to all of the Secured Parties (other than with respect to contingent or unliquidated liabilities as set forth in the next succeeding paragraph) may be, and shall be, credit bid by the Administrative Agent on a ratable basis.

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With respect to each contingent or unliquidated claim that is an Obligation, the Administrative Agent is hereby authorized, but is not required, to estimate the amount thereof for purposes of any credit bid or purchase described in the second preceding paragraph so long as the estimation of the amount or liquidation of such claim would not unduly delay the ability of the Administrative Agent to credit bid the Obligations or purchase the Collateral in the relevant Disposition. In the event that the Administrative Agent, in its sole and absolute discretion, elects not to estimate any such contingent or unliquidated claim or any such claim cannot be estimated without unduly delaying the ability of the Administrative Agent to consummate any credit bid or purchase in accordance with the second preceding paragraph, then any contingent or unliquidated claims not so estimated shall be disregarded, shall not be credit bid, and shall not be entitled to any interest in the portion or the entirety of the Collateral purchased by means of such credit bid.

Each Secured Party whose Obligations are credit bid under clauses (b), (c) or (d) of the third preceding paragraph shall be entitled to receive interests in the Collateral or any other asset acquired in connection with such credit bid (or in the Capital Stock of the acquisition vehicle or vehicles that are used to consummate such acquisition) on a ratable basis in accordance with the percentage obtained by dividing (x) the amount of the Obligations of such Secured Party that were credit bid in such credit bid or other Disposition, by (y) the aggregate amount of all Obligations that were credit bid in such credit bid or other Disposition.

ARTICLE IX

MISCELLANEOUS

Section 9.01. Notices. 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 (with Email copies in the case of notices and communications sent to CDF as specified below), as follows:

(a) if to the Borrowers, to Lead Borrower at:

c/o Clearlake Capital Group

233 Wilshire Blvd., Suite 800

Santa Monica, California 90401

Attention: Behdad Eghbali and James Pade

Fax No.: (310) 400-8801

Email: behdad@clearlakecapital.com and jpade@clearlakecapital.com

and (but not or):

ConvergeOne Holdings Corp.

3344 Highway 149

Eagan, Minnesota 55121

Attention: Jeff Nachbor

Phone: (651) 393-3632

E-mail: jnachbor@converge-one.com

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with a copy to (which shall not constitute notice):

Alston & Bird LLP

333 South Hope Street

16 ^th Floor

Los Angeles, CA 90071-3004

Attention: Matthew J. Wrysinski

Fax: (213) 576-2892

Email: matthew.wrysinski@alston.com

(b) if to the Administrative Agent, the Collateral Agent, the Swingline Lender, or to the Floorplan Funding Agent, to CDF at:

Wells Fargo Commercial Distribution Finance, LLC

1100 Abernathy Road

15th Floor

Atlanta, Georgia 30328

Attention: John Zebracki

Email: John.J.Zebracki@wellsfargo.com

with a copy to (which shall not constitute notice):

Bryan Cave LLP

211 North Broadway

Suite 3600

St. Louis, MO 63102

Attention: Paula Dinger Pace

Fax: (314) 552-8226

Email: pdpace@bryancave.com

(c) if to a Lender, Issuing Bank or the Collateral Agent, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender has become a party hereto.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case, delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01 . As agreed to among the Borrowers, the Administrative Agent and the applicable Lenders from time to time in writing, notices and other communications may also be delivered or furnished by e-mail; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient

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(such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient.

Section 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrowers herein or any other Loan Document, shall be considered to have been relied upon by the Administrative Agent, the Lenders and the Issuing Banks and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by each Issuing Bank, regardless of any investigation made by the Administrative Agent, the Lenders or such Issuing Bank or on their behalf, and notwithstanding that any Agent, any Lender or any Issuing Bank may have had notice or actual knowledge of any Default at the time of any Credit Event shall continue in full force and effect until the Termination Date. The provisions of Sections 2.14 , 2 .16 , 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank.

Section 9.03. Binding Effect. This Agreement shall become effective when it has been executed by the Borrowers and the Administrative Agent and when the Administrative Agent has received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto. EACH LENDER AND EACH OTHER PERSON PARTY HERETO FROM TIME TO TIME (OTHER THAN THE LOAN PARTIES) HEREBY (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO ANY AMENDMENTS TO THE INTERCREDITOR AGREEMENT AND THE SECURITY DOCUMENTS ON THE ADMINISTRATIVE AGENT’S BEHALF AND ON BEHALF OF SUCH LENDER. EACH LENDER BY MAKING OR PURCHASING AN INTEREST IN ANY LOAN AT ANY TIME SHALL BE DEEMED TO HAVE AGREED TO BE BOUND BY THE INTERCREDITOR AGREEMENT.

Section 9.04. Successors and Assigns.

(a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers, the Administrative Agent, the Collateral Agent, any Issuing Bank or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

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(b) Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); prov ided , however , that (i) each of the Administrative Agent and the Borrowers must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); provided that no such consent shall be required to any such assignment made to a Lender or an Affiliate or Related Fund of a Lender (in each case, other than to Disqualified Institutions) and the consent of the Borrowers shall (x) not be required during the continuance of any Specified Event of Default and (y) be deemed to have been given to any assignment unless the Lead Borrower shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, (ii) (A) in the case of any assignment, other than assignments to Eligible Assignee, the amount of the Commitment of the assigning Lender (or, in the case of an assignment of Loans after the Commitment has expired or been terminated, the aggregate principal amount of the Loans of the assigning Lenders) subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $500,000 (or if less, the entire remaining amount of such Lender’s Commitment (or Loans)) and shall be in an amount that is an integral multiple of $500,000 (or the entire remaining amount of such Lender’s Commitment (or Loans)), pro vided , ho wever , that simultaneous assignments by or to two or more Related Funds shall be combined for purposes of determining whether the minimum assignment requirement is met, and (B) in the case of any assignment to any Eligible Assignee, after giving effect to such assignment, the aggregate Revolving Commitments (or Loans) of the assigning Lender and its Affiliates and Related Funds shall be zero or not less than $500,000, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (such Assignment and Acceptance to be (A) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Administrative Agent in its sole discretion; provided that only one such fee shall be payable in connection with simultaneous assignments by or to two or more Related Funds), and (iv) the assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and the tax forms required under Sec tion 2.20(e) , (f) or (g) , as applicable. Upon acceptance and recording pursuant to paragraph (e) of this Section 9.04 , from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an 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 2.14 , 2.16 , 2.20 and 9.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, as well as to any fees accrued for its account and not yet paid); provided , that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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(c) No such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this sentence. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of Participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Any assignment or transfer that does not comply with this paragraph 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 parag raph (g) of this Section 9.04 .

(d) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Revolving Commitment, and the outstanding principal amount of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of Holdings, the Borrowers or any Subsidiary or the performance or observance by Holdings, the Borrowers or any Subsidiary of any of Borrowers’ obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance, (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.05(a) or delivered pursuant to Section 5.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (v) such assignee will independently and without reliance upon the Administrative Agent or the Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

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(e) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and any changes thereto, meeting the requirements of Treasury Regulation Section 5f.103-1(c), whether by assignment or otherwise, and the Commitment of, and principal amount of the Loans (and related interest amount and fees with respect to such Loan) owing and paid to, each Lender pursuant to the terms hereof from time to time (the “ Regis ter ”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent and the Lenders may 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 Borrowers and any Lender (but only, in the case of a Lender, with respect to any entry relating to such Lender’s Loans, Commitments and other Obligations) at any reasonable time and from time to time upon reasonable prior notice.

(f) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the Administrative Agent, the Borrowers and the Issuing Banks to such assignment (in each case to the extent required pursuant to paragraph (b) above) and any applicable tax forms required by Section 2.20(e) , (f) or (g) , as applicable, the Administrative Agent shall (i) accept such Assignment and Acceptance, (ii) promptly record the information contained therein in the Register and (iii) if requested by an assignee, provide to such assignee the most recent list of Disqualified Institutions identified in writing to the Administrative Agent and the Lenders as of such date. No assignment shall be effective unless it has been recorded in the Register as provided in this paragra ph (e) .

(g) Each Lender may without the consent of the Borrowers, the Swingline Lender, any Issuing Bank or the Administrative Agent sell participations to one or more banks or other Persons (other than to Disqualified Institutions, any natural Person or Holdings or any of its subsidiaries or Affiliates) in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it and its participations in the LC Exposure and/or Swingline Loans); 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, (iii) the participating banks or other Persons shall be entitled to the benefit of the cost protection provisions contained in Sections 2.14 , 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant and in the case of Section 2.20 , only if such participant has provided any form of information that it would have been required to provide under such Section if it were a Lender) (it being understood that any forms, information or other documentation required under such Sections shall be delivered to the participating Lender), (iv) to the extent permitted by applicable law, each participant also shall be entitled to the benefits of Secti on 9.06 as though it were a Lender, so

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long as such participant agrees to be subject to Section 2.18 as though it were a Lender and (v) the Borrowers, the Administrative Agent, each Issuing Bank, the Swingline Lender and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrowers relating to the Loans or LC Disbursements and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers described in clauses (i) , (ii) and (iii) of Section 9.08( b) as it pertains to the Loans or Commitments in which such participant has an interest). Each Lender selling a participation to a participant (i) shall keep a register (acting solely for this purpose as a non-fiduciary agent of the Borrowers), meeting the requirements of Treasury Regulation Section 5f.103-1(c), of each such participation, specifying such participant’s entitlement to payments of principal and interest with respect to such participation, (ii) shall provide the Administrative Agent and the Borrowers with the applicable forms, certificates and statements described in Section 2.20(e) or (f) hereof, as applicable, as if such participant was a Lender hereunder and (iii) if requested by a participant, provide to such participant the most recent list of Disqualified Institutions identified in writing to the Administrative Agent and the Lenders as of such date; pro vided that the Administrative Agent shall have no responsibility to monitor compliance in connection therewith. Notwithstanding anything in clause (ii) of the immediately preceding sentence to the contrary, each Lender has the right to sell one or more participations to one or more lenders or other Persons that provide financing to such Lender in the form of sales and repurchases of participations without having to satisfy the requirements set forth therein.

(h) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04 , disclose to the assignee or participant or proposed assignee or participant any non-public information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; pr ovided that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such non-public information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16 .

(i) Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided that (i) such assignment shall not increase the costs or expenses or otherwise increase or change the obligations of the Borrowers hereunder and (ii) no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

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such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (x) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers hereunder, (y) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (z) the Granting Lender shall for all purposes remain the Lender of record hereunder. In addition, notwithstanding anything to the contrary contained in this Section 9.04 , any SPC may (A) with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrowers and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (B) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.

(k) The Borrowers shall not assign or delegate any of Borrowers’ rights or duties hereunder (other than in a transaction permitted by Section 6.04 ) without the prior written consent of the Administrative Agent, each Issuing Bank and each Lender, and any attempted assignment without such consent shall be null and void.

(l) If the Borrowers wish to replace the Loans or Commitments hereunder with ones having different terms, it has the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced, to (i) require the Lenders to assign such Loans or Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 9.08 (with such replacement, if applicable, being deemed to have been made pursuant to Section 9.08(d) ). Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrowers), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 2.16 . By receiving such purchase price, the Lenders shall automatically be deemed to have assigned the Loans or Commitments pursuant to the terms of an Assignment and Acceptance, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this paragraph are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

Section 9.05. Expenses; Indemnity.

(a) The Borrowers agree to pay (i) all reasonable out-of-pocket expenses (but limited, as to legal fees and expenses, to those of Bryan Cave LLP, counsel for the Administrative Agent and CDF taken as a whole, and, if reasonably necessary, of one local counsel in each material jurisdiction) incurred by the Arranger and the Administrative Agent, in connection with the syndication of the Credit Facilities and the preparation and administration of

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this Agreement and the other Loan Documents and in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses (but limited, as to legal fees and expenses, to one counsel for all such Persons taken as a whole, and, if reasonably necessary, of one local counsel to all such Persons taken as a whole in each material jurisdiction) incurred by the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender in connection with the enforcement or protection of its rights or remedies in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

(i) appraisals (subject to Section 5.12 ) and insurance reviews; and

(ii) field examinations and the preparation of Reports as described in Section 5.12;

(b) The Borrowers agree to indemnify each Arranger, each Agent, each Lender, each Issuing Bank, the Swingline Lender, the Floorplan Funding Agent and each of the foregoing Persons’ Related Parties and their successors and assigns (each such Person being called an “ Indemnitee ”) against, and to hold each Indemnitee harmless from, any and all costs, expenses (including reasonable fees, out-of-pocket disbursements and other charges of one counsel to the Indemnitees, taken as a whole, and one local counsel to the Indemnitees taken as a whole in each material jurisdiction; provided that if (i) one or more Indemnitees has reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (ii) the representation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction), and liabilities of such Indemnitee arising out of or in connection with (w) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facility), (x) the use of the proceeds of the Loans or issuance of Letters of Credit, (y) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowers, any other Loan Party or any of their respective Affiliates), or (z) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by Holdings, the Borrowers or any of the subsidiaries, or any liability under Environmental Laws related in any way to Holdings, the Borrowers or the subsidiaries; provi ded that such indemnity shall not, as to any Indemnitee, be available to the extent that such costs, expenses or liabilities (x) resulted from the gross negligence, bad faith, fraud or willful misconduct of such Indemnitee (or its Affiliates and the respective directors, officers, employees and agents of such Indemnitee and such Indemnitee’s Affiliates) (each, a “ r elated par ty ” of such Indemnitee) or material breach of its (or any of its related parties’) obligations hereunder or under any of the other Loan Documents or in connection with any transaction contemplated hereby or thereby, in each case as determined by a court of competent jurisdiction in a final non-

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appealable judgment or (y) relate to the presence or Release of Hazardous Materials that first occur at any property owned by Holdings or the Borrowers after such property is transferred to any Indemnitee, any of its related parties or any of their respective successors or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer. The Borrowers have no obligation to reimburse any Indemnitee for fees and expenses unless such Indemnitee provides the Borrowers with an undertaking in which such Indemnitee agrees to refund and return any and all amounts paid by the Borrowers to such Indemnitee to the extent any of the foregoing items in clauses (x) and (y ) occurs. Notwithstanding the foregoing, this Section 9.05 shall not apply to Tax matters, which shall be governed exclusively by Sec tion 2 .20 .

(c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the Arranger, the Administrative Agent or any other Indemnitee related thereto under par agraph (a) or (b) of this Section (and without limiting its obligation to do so), each Lender severally agrees to pay to the Arranger, such Indemnitee and the Administrative Agent, 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 expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Arranger, the Administrative Agent, the Issuing Banks, the Swingline Lender or such Indemnitee in its capacity as such. For purposes hereof, a Lender’s “ pro rata share ” shall be determined based upon its share of the sum of outstanding the aggregate Revolving Exposure and unused Commitments at the time.

(d) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim from (i) the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct, bad faith, fraud or gross negligence of such party of any of its Affiliates or the respective directors, officers, employees and agents of such party and such party’s Affiliates and (ii) any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) 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 Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Borrowers’ indemnification obligations to the extent such special, indirect, consequential and punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder.

(e) The provisions of this Section 9.05 shall survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Lender or the Issuing Banks. All amounts due under this Section 9.05 shall be payable within 30 days after receipt of an invoice relating thereto setting forth such amounts in reasonable detail; provided , however , that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.05 .

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Section 9.06. Right of Setoff; Payments Set Aside.

(a) If an Event of Default has occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, without prior notice to the Borrowers or any other Loan Party, any such notice being waived by the Borrowers (on its own behalf and on behalf of each Loan Party and its subsidiaries) to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender to or for the credit or the account of the Borrowers against any of and all the obligations of the Borrowers now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender has made any demand under this Agreement or such other Loan Document and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.27(e) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the Lead Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

(b) To the extent that any payment by or on behalf of the Borrowers is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, then (i) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

Section 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN

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EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “ UNIFORM CUSTOMS ”) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

Section 9.08. Waivers; Amendment.

(a) No failure or delay of the Administrative Agent, the Collateral Agent, the Floorplan Funding Agent, any Lender or any Issuing Bank in exercising any power or right 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, the Collateral Agent, the Floorplan Funding Agent, each Issuing Bank 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 this Agreement or any other Loan Document or consent to any departure by the Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances.

(b) Subject to Section 2.24 and clause (d ) below, and except for those actions expressly permitted to be taken by the Administrative Agent, the Collateral Agent, the Floorplan Funding Agent or the Administrative Agent, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Required Lenders and the Loan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided , howe ver , that no such agreement shall:

(i) reduce the principal amount of, or extend or waive any scheduled amortization payment or the final scheduled maturity date of or date for the payment of any interest on, any Loan or any date for reimbursement of an LC Disbursement, forgive any such payment or any part thereof, or decrease the rate of interest on any Loan or LC Disbursement, without the prior written consent of each Lender (including any such Lender that is a Defaulting Lender) directly and adversely affected thereby (it being understood that any change to the component definitions of Excess Availability affecting the determination of interest and the waiver of a Default, Event of Default or default interest shall only require the consent of the Borrowers and the Required Lenders);

(ii) increase or extend the Commitment ( pr ovided that the Administrative Agent may make Protective Advances as set forth in Section 2.25 ) or decrease or extend the date for payment of any fees of any Lender without the prior written consent of such Lender (including any such Lender that is a Defaulting Lender);

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(iii) amend or modify the provisions of Sec tion 2.17(b) , the provisions of Section 9 .04(j) (it being understood that any change to Section 6.04 and Section 8.02 shall only require approval of the Required Lenders), the definition of “Pro Rata Percentage” or the provisions of this Section (except as set forth below) or release all or substantially all of the Guarantors or all or substantially all of the Collateral (except as permitted under Section 6 .04 and the Guarantee and Collateral Agreement), without the prior written consent of each Lender;

(iv) reduce the percentage contained in the definition of the term “Required Lenders” or the term “Supermajority Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments and extensions of credit thereunder on the date hereof and this Section 9.08 may be amended to reflect such extension of credit);

(v) without the prior written consent of the Floorplan Funding Agent, (A) amend or modify any provision of Section 2.26 , (B) amend or modify the definition of “Availability” to the extent applicable to Sectio n 2.26 or (C) amend or modify any of the following defined terms: “Floorplan Advance”, “Floorplan Approval”, “Floorplan Approved Vendor”, “Floorplan Approved Vendor Agreement”, “Floorplan Facility”, “Floorplan Financed Inventory”, “Floorplan Funding Agent”, “Floorplan Funding Date”, “Floorplan Invoice”, “Floorplan Invoice Payment Date”, “Floorplan Obligation”, “Floorplan Payment Due Date” or “Floorplan Vendor Credits”;

(vi) change S ection 2.27 without the consent of each Lender and the Floorplan Funding Agent (to the extent the Floorplan Funding Agent is affected by such change);

(vii) increase the advance rates set forth in the definition of the Borrowing Base or amend the definitions of Eligible Accounts, Eligible Inventory, Borrowing Base or Reserves which has the effect of increasing Availability without the written consent of the Supermajority Lenders and the Administrative Agent;

(viii) amend or modify the definition of “Administrative Agent” or the rights and duties of the Administrative Agent without the consent of the Administrative Agent and each Collateral Agent; or

(ix) amend or modify this Section 9.08 without the prior written consent of each Lender directly and adversely affected thereby;

provided , further , that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Floorplan Funding Agent, any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, Collateral Agent, the Floorplan Funding Agent, such Issuing Bank or the Swingline Lender, as the case may be, and (y) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.

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(d) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans and Commitments.

(e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender,” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “ Non-Consenting Lender ”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; prov ided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04 , and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.14 and 2.20 , and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each Lender and Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power of attorney is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in respect of the circumstances contemplated by this Section 9.08(e) .

Section 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or participation in any LC Disbursement, together with all fees, charges and other amounts which are treated as interest on such Loan or participation in such LC Disbursement 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 or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation 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 or participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount has been received by such Lender.

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Section 9.10. Entire Agreement. This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of any Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Indemnitees, the Arranger, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

Section 9.11. 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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT 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 AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11 .

Section 9.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.13. Counterparts. 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, and shall become effective as provided in Secti on 9.03 . Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 9.14. 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 are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

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Section 9.15. Jurisdiction; Consent to Service of Process.

(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, New York County and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrowers, Holdings or their respective properties in the courts of any jurisdiction.

(b) Each of the parties hereto hereby 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 the other Loan Documents in any New York State or Federal court. 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 action or proceeding in any such court.

(c) 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 will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 9.16. Confidentiality. Each of the Administrative Agent, the Arranger, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ (other than Excluded Parties (as defined below) and Disqualified Institutions) trustees, officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential) in connection with the transactions contemplated or permitted hereby, (b) to the extent requested by any Governmental Authority having jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process ( provided , that the Administrative Agent, the Arranger, such Issuing Bank or such Lender that discloses any Information pursuant to this clause ( c) shall provide the Borrowers with prompt notice of such disclosure to the extent permitted by applicable law), (d) to the extent reasonably necessary in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions at least as restrictive as those of this Section 9.16 (or as otherwise may be acceptable to the Borrowers), to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan

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Documents (and such actual or prospective assignee or participant shall also be permitted to receive the list of Disqualified Institutions) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers, any subsidiary or any Affiliate thereof or any of their respective obligations, (f) with the written consent of the Borrowers, (g) to any Rating Agency when required by it (it being understood that, prior to any such disclosure, such Rating Agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Person), (h) to the National Association of Insurance Commissioners or any other Governmental Authority having jurisdiction over a Lender or any of its Affiliates in connection with regulatory examinations and reviews conducted by any such Governmental Authority or (i) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.16 ; provided that, no such disclosure shall be made by the Administrative Agent, the Arranger, the Issuing Banks, and the Lenders to any of its affiliates that are engaged as principals primarily in private equity, mezzanine financing or venture capital (the “ Excluded Parties ”). For the purposes of this Section, “ Information ” means all information received from the Borrowers or Holdings and related to the Borrowers or its business, other than any such information that is publicly available to the Administrative Agent, the Arranger or any Lender, other than by reason of disclosure by Administrative Agent, any Issuing Bank, the Arranger or any Lender in breach of this Secti on 9.16 .

Section 9.17. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrowers acknowledge and agree, and acknowledge Borrowers’ Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Lenders and the Arranger are arm’s-length commercial transactions between the Borrowers and Borrowers’ Affiliates, on the one hand, and the Administrative Agent, the Lenders and the Arranger on the other hand, the Borrowers have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrowers are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each Agent, each Lender and each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers or any of Borrowers’ Affiliates, or any other Person and (B) neither any Agent, any Lender nor the Arranger has any obligation to the Borrowers or any of Borrowers’ Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and Borrowers’ Affiliates, and neither any Agent, any Lender nor the Arranger has any obligation to disclose any of such interests to the Borrowers or Borrowers’ Affiliates. To the fullest extent permitted by law, the Borrowers hereby agree not to assert any claims that Borrowers may have against the Administrative Agent, the Lenders and the Arranger with respect to any alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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Section 9.18. Release of Collateral. The Lenders irrevocably authorize the Administrative Agent (and the Administrative Agent agrees):

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (w) upon the Termination Date (and, concurrently therewith, to release all the Loan Parties from their obligations under the Loan Documents (other than those that specifically survive the Termination Date)), (x) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (y) subject to Section 9 .08 , if approved, authorized or ratified in writing by the Required Lenders, or (z) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its guaranty pursuant to claus e (c) below;

(b) at the request of the Borrowers, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause s (f) , (h ) and (t) of the definition of Permitted Liens; and

(c) to release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder.

Upon request by any Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Loan Documents pursuant to this Secti on 9.18 . In each case as specified in this S ection 9.18 , the relevant Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (including any UCC-3 termination statements) to evidence the release of such item of Collateral from the assignment and security interest granted under the Loan Documents, or to release such Loan Party from its obligations under the Loan Documents, in each case, in accordance with the terms of the Loan Documents and this Section 9.18 .

Section 9.19. USA PATRIOT Act Notice. Each Lender and each Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or such Agent, as applicable, to identify the Loan Parties in accordance with the USA PATRIOT Act.

Section 9.20. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or any Hedging Obligation (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 9.20 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

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Section 9.21. Intercreditor Agreement. Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Administrative Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the Loan Documents and the Revolving Credit Documents to extend credit to the Loan Parties and such lenders are intended third party beneficiaries of such provisions. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall control.

Section 9.22. Amendment and Restatement. On the Closing Date, the Existing Floorplan Agreement and all guaranties and other documents executed and delivered in connection therewith shall be amended and restated in their entirety by this Agreement and the other Loan Documents. This Agreement and the other Loan Documents are not intended to constitute, and do not constitute, a novation of the obligations and liabilities under the Existing Floorplan Agreement and related documents (or to evidence payment of all or any portion of such obligations and liabilities). From and after the Closing Date, the Existing Floorplan Agreement shall be of no further force and effect; provided , however , that all Liens granted under the Existing Floorplan Agreement shall continue to secure the Obligations and Secured Obligations under this Agreement. On the Closing Date, (a) all approvals under the Existing Floorplan Agreement shall continue as Floorplan Approvals hereunder (and any obligations of CDF in respect thereof shall constitute Floorplan Obligations hereunder to the same extent as though such approvals had been Floorplan Approvals hereunder at all times); (b) all unreimbursed advances made by CDF to vendors under the Existing Floorplan Agreement shall constitute Floorplan Advances made by CDF hereunder on the Closing Date; and (c) all open “Transaction Statements” under the Existing Floorplan Agreement shall continue as Transaction Statements hereunder and remain unchanged hereby. The Floorplan Funding Agent shall require settlement with respect to all existing Floorplan Advances pursuant to Secti on 2.30 on the first Settlement Date following the Closing Date.

Section 9.23. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

(a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an applicable EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: the application of any Write-Down and Conversion Powers by an applicable EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA 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;

180

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

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any applicable EEA Resolution Authority.

[signature pages follow]

181

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.


CONVERGEONE HOLDINGS CORP.

By:		/s/ Jeffrey Nachbor
Name:		Jeffrey Nachbor
Title:		Treasurer and Chief Financial Officer

CONVERGEONE, INC.

By:		/s/ Jeffrey Nachbor
Name:		Jeffrey Nachbor
Title:		Treasurer and Chief Financial Officer

C1 INTERMEDIATE CORP.

By:		/s/ Jeffrey Nachbor
Name:		Jeffrey Nachbor
Title:		Treasurer and Chief Financial Officer

[Signature Page]


WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC , as Administrative Agent, as Collateral Agent, as Floorplan Funding Agent and as Lender

By:		/s/ Jack F. Morrone
Name:		Jack F. Morrone
Title:		Duly Authorized Signatory

[Signature Page]

Schedule 1.01(a)

Subsidiary Guarantors

None

Schedule 1.01(e)

Existing Investments

Stock Purchase Agreement, dated as of April 3, 2017, by and among Rockefeller Group International, Inc., a New York corporation, ConvergeOne, Inc., a Minnesota corporation, and Rockefeller Group Technology Solutions, Inc., a Delaware corporation.

Schedule 2.01

Lenders and Commitments


Lender	Commitment
Wells Fargo Commercial Distribution Finance, LLC	$	150,000,000.00

Schedule 3.08

Subsidiaries

Loan Party

Subsidiary

Jurisdiction of
Formation

Percentage
Ownership Interest

Subsidiary
Guarantor

ConvergeOne Holdings Corp.

ConvergeOne, Inc.

Minnesota

(100

Schedule 3.09

Litigation

None

Schedule 3.15

Environmental Matters

None

Schedule 3.18

Labor Matters

None

Schedule 3.20

Intellectual Property

None

Schedule 5.14

Post-Closing Matters

•

Borrowers to use commercially reasonable efforts to deliver or cause to be delivered to Administrative Agent, on or before the date that is ninety (90) days from the Closing Date, collateral access agreements in forms reasonably acceptable to Administrative Agent from the lessors of the leased property below:

•

3344 Highway 149, Eagan, MN 55343

•

4290 E. Brickell Street, Ontario, CA

•

On or before the date that is one hundred eighty (180) days from the Closing Date, the Borrowers shall have, to the satisfaction of the Administrative Agent, created systems and/or recordkeeping procedures that segregate billed and unbilled Accounts such that unbilled Accounts are easily identifiable and reportable as unbilled Accounts.

•

As provided in Section 3.09 of the Guarantee and Collateral Agreement, Borrowers shall provide to the Administrative Agent Deposit Account Control Agreements duly executed on behalf of the financial institutions holding the deposit accounts.

Schedule 6.01 Existing

Indebtedness

None

EXHIBIT A

To the Revolving Loan Credit Agreement

Lender Information Form


I.	Borrower name:

II.	Legal name of lender for signature page:

	Number of Signatures Required:	One	Two
	Signature Block Information:
	Signing Credit Agreement:	Yes	No
	Coming in Via Assignment:	Yes	No
	Signature Block Information:
	Signing Credit Agreement:	Yes	No
	Coming in Via Assignment:	Yes	No

III.	Name of lender for any eventual tombstone:

IV.	Legal address:



V.	Contact information


	Credit contact	Credit contact	Operations contact
Name:
Title:
Address:



Telephone:
Facsimile:
E-Mail:

VI.	Lender’s wire payment instructions

Pay to:



		(Name of Lender)

		(ABA #) (City/State)

B-1



		(Account #) (Account Name)

		(Attention)

VII.	Lenders Organizational Structure:

US Corporation: Non-US (Foreign) Corporation:

If Foreign, country of incorporation or organization:

Lender’s Tax Identification Number:

Taxwithholding Form Attached (See next page)

Failure to properly complete and return the applicable form will subject your institution to withholding tax.

FOR INTERNAL PURPOSES ONLY (FOREIGN INSTITUTIONS)

Patriot Act Certificate Effective Date:

Patriot Act Certificate Expiration Date:

B-2

TAX REPORTING INFORMATION (PLEASE REVIEW THE INFORMATION BELOW AND SUBMIT THE APPROPRIATE IRS TAX FORM ALONG WITH THIS COMPLETED ADMINISTRATIVE DETAILS QUESTIONNAIRE).

Tax Documents

U.S. DOMESTIC INSTITUTIONS:

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certificate). Please be advised that we request that you submit an original Form W-9 .

☐

Attach Form W-9 for current Tax Year

☐

Confirm Tax ID Number

FOREIGN INSTITUTIONS:

I. Corporations:

Article XIf your institution is incorporated outside of the United States for U.S. federal income tax pur- poses, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution:

a.) Form W-8BEN-E (Certificate of Foreign Status of Entity Beneficial Owner),

b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business),

c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency).

A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN-E for certain institutions claiming the benefits of a tax treaty with the U.S. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted.

☐

Attach Form W-8 for current Tax Year

☐

Confirm Tax ID Number:

II. Flow-Through Entities:

If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted.

☐

Attach Form W-8 for current Tax Year

☐

Confirm Tax ID Number:

B-3

Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding.

B-4

EXHIBIT B

to the Revolving Loan Credit Agreement

FORM OF

ASSIGNMENT AND ACCEPTANCE

This Assignment and Acceptance (the “ Assignment and Acceptance ”) is dated as of the Effective Date set forth be- low and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capi- talized 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 Acceptance 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 contem- plated below, (i) 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 percent- age interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Commitments or Loans identified below (including without limitation the Revolving Loans, any Letters of Credit, any Floorplan Loan Exposure and Swingline Loans) and (ii) 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without rep- resentation or warranty by the Assignor.


1.	Assignor (the “ Assignor ”):

2.	Assignee (the “ Assignee ”)

3.	Borrowers (the “ Borrowers ”):	ConvergeOne Holdings Corp. and ConvergeOne, Inc.

4.	Administrative Agent:	Wells Fargo Commercial Distribution Finance, LLC, as the Administrative Agent under the Credit Agreement

5.	Credit Agreement:	The Revolving Loan Credit Agreement dated as of June [7], 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agree- ment” ), among the Borrowers, the other Loan Parties party thereto, the Lenders from time to time party thereto and Wells Fargo Commercial Distribution Finance, LLC., as Administra- tive Agent, Collateral Agent and Floorplan Funding Agent for the Lenders.

B-5

6.	Assigned Interest:

Assignor

Assignee

Class of
Revolving
Commitments/
Revolving

Loans

Assigned ¹

Aggregate
Amount of Re-
volving Com-
mitments/
Revolving
Loans ² for all
Lenders

Amount of
Commitment/
Loans

Assigned

Percentage
Assigned of
Revolving
Commitment/
Revolving
Loans ³

CUSIP

Number

7.	Effective Date of Assignment

(the “ Effective Date ”): , 20 ⁴

The terms set forth in this Assignment and Acceptance are hereby agreed to:


ASSIGNOR:

[NAME OF ASSIGNOR]

By:
Name:
Title:

ASSIGNEE:

[NAME OF ASSIGNEE]

By:
Name:
Title:

¹	Fill in the appropriate terminology for the Classes of Revolving Loans under the Credit Agreement that are being assigned under this Assignment and Acceptance ( e.g ., “Extended Revolving Loans”, “Swingline Loans”, etc.)

²	The outstanding amount of Loans should be included only to the extent the related Commitment therefore has terminated.

³	Set forth, to at least 9 decimals.

⁴	To be inserted by Administrative Agent and which shall be the effective date of recordation of transfer in the Register therefor.

B-6

[Consented to and] ⁵ Accepted:

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC,

as Administrative Agent


By:
Name:
Title:

[Consented to:

CONVERGEONE HOLDINGS CORP., as Lead Borrower


By:
Name:
Title:		]

CONVERGEONE, INC., as a Borrower


By:
Name:
Title:		] ⁶

⁵	Consent of the Administrative Agent is not required for assignments made to a Lender or an Affiliate or a Related Fund of a Lender (in each case, other than to Disqualified Institutions).

⁶

Consent of the Borrower is not required for assignments made (A) to a Lender or an Affiliate or a Related Fund of a Lender (in each case, other than to Disqualified Institutions) or (B) during the continuance of any Event of Default arising under clause (b), (c), (g)(i) or (h) of Article VII of the Credit Agreement.

B-7

ANNEX I

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE

1. Representations and Warranties .

1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the As- signed 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 Ac- ceptance 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, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affil- iates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, 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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agree- ment), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lend- er 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 acquir- ing assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, (vi) it has, inde- pendently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assign- ment and Acceptance and to purchase the Assigned Interest, and (vii) if it is a Foreign Lender, attached to the As- signment and Acceptance 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, the Assignor or any other Lender, and based on such documents and infor- mation as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking ac- tion 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.

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 which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the par- ties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and con- strued in accordance with, the laws of the State of New York.

B-8

EXHIBIT C-1

to the Revolving Loan Credit Agreement

FORM OF

BORROWING BASE CERTIFICATE

[Attached]

B-9

EXHIBIT C-2

to the Revolving Loan Credit Agreement

FORM OF

BORROWING REQUEST

Wells Fargo Commercial Distribution Finance, LLC 1100

Abernathy Road

15th Floor

Atlanta, Georgia 30328

Attention: John Zebracki

Email: John.J.Zebracki@wellsfargo.com

[DATE]

Ladies and Gentlemen:

The undersigned, ConvergeOne Holdings Corp., Delaware corporation (the “ Lead Borrower ”), and ConvergeOne, Inc., a Minnesota corporation (the “ Subsidiary Borrower ” and, together with the Lead Borrower, the “ Borrower ”), refers to the Revolving Loan Credit Agreement dated as of June [7], 2017 (as amended, restated, amended and re- stated, supplemented or otherwise modified from time to time, the “ C redit Agreement ”), among the Borrower, the other Loan Parties party thereto, the lenders from time to time party thereto (the “ Lenders ”) and Wells Fargo Com- mercial Distribution Finance, LLC, as Administrative Agent, Collateral Agent and Floorplan Funding Agent (such terms and each other capitalized term used but not defined herein having the respective meanings given them in Ar- ticle I of the Credit Agreement).

The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in connection with such Borrowing sets forth below the terms on which the Bor- rowing is requested to be made:


(A) Type of Borrowing: ¹

(B) Date of Borrowing: ²

(C) Account Number and Location for disbursement of funds:

(D) Principal Amount of Borrowing: ³

(E) Interest Period: ⁴

(F) Revolving Exposure: ⁴

¹	Specify an ABR Revolving Borrowing or Eurodollar Revolving Borrowing.

²	Date of Borrowing must be a Business Day.

³	Specify the aggregate amount of the requested Borrowing and a breakdown of the separate wires compris-ing such Borrowing.

⁴	If such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with re- spect thereto.

C-1

[Remainder of this page intentionally left blank]

Footnote continued from previous page.

⁵	After giving effect to the proposed Borrowing.

C-2

The undersigned hereby represents and warrants to the Administrative Agent and the relevant Lenders that, on the date of the related Borrowing, the conditions to lending specified Section 4.01(b), (c) and (d) of the Credit Agree- ment have been satisfied.


CONVERGEONE HOLDINGS CORP.

By:
Name:
Title:

CONVERGEONE, INC.

By:
Name:
Title:

[SIGNATURE PAGE TO INITIAL BORROWING REQUEST]

EXHIBIT D-2

to the Revolving Loan Credit Agreement

FORM OF

GUARANTEE AND COLLATERAL AGREEMENT

[See Exhibit 10.2]

D-2

EXHIBIT E

to the Revolving Loan Credit Agreement

FORM OF

NON-BANK CERTIFICATE

Reference is made to the Revolving Loan Credit Agreement dated as of June [7], 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among ConvergeOne Holdings Corp., a Delaware corporation (the “ Lead Borrower ”), the other Loan Parties party thereto, the Lenders (as defined therein) and Wells Fargo Commercial Distribution Finance, LLC, as Administrative Agent, Collateral Agent and Floorplan Funding Agent. Capitalized terms not defined herein are used as defined in the Credit Agreement. _________________ (the “ Foreign Lender ”) is providing this certificate pursuant to Section 2.20(e) of the Credit Agreement. The Foreign Lender hereby represents and warrants to the Borrower that:

The Foreign Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by note(s) in respect of which it is providing this certificate.

The Foreign Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “ Code ”). In this regard, the Foreign Lender further represents and warrants that:

(a) The Foreign Lender is not a “10 percent shareholder” of the Borrower for purposes of Section 881(c)(3)(B) of the Code.

(b) The Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.

[Remainder of this page intentionally left blank]

E-1

IN WITNESS WHEREOF, the undersigned has duly executed this certificate.


[NAME OF FOREIGN LENDER]

By:
Name:
Title:

Date: _______, 20__

E-2

EXHIBIT F-1

to the Revolving Loan Credit Agreement

FORM OF

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT, dated as of [ ], 20[___] (this “ Agreement ”), is entered into by and among [GRANTOR] (“ Grantor ”) and WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as administrative agent, collateral agent and floorplan funding agent (the “ Administrative Agent ”) for the Secured Parties.

Reference is made to the Guarantee and Collateral Agreement dated as of June [7], 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”), by and among C1 Intermediate Corp., a Delaware corporation, ConvergeOne Holdings Corp., a Delaware corporation (the “ Lead Borrower ”), ConvergeOne, Inc., a Minnesota corporation (the “ Subsidiary Borrower ” and, together with the Lead Borrower, the “ Borrower ”), the other subsidiaries of the Lead Borrower from time to time party thereto and the Administrative Agent. The Lenders (as defined in the Credit Agreement referred to below) have extended credit to the Borrower subject to the terms and conditions set forth in the Revolving Loan Credit Agreement dated as of June [7], 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) among the Borrower, the other Loan Parties party thereto, the Lenders and Wells Fargo Commercial Distribution Finance, LLC, as Administrative Agent (as defined therein) for the Lenders. Consistent with the requirements of the Credit Agreement and pursuant to and in accordance with Section 3.01(c) and Section 3.02(c) of the Security Agreement, the parties hereto agree as follows:

SECTION 1. Terms . Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest . As security for the payment or performance, as the case may be, in full of the Obligations (other than contingent obligations), each Grantor, pursuant to the Security Agreement, did and hereby does, to the extent required by the Security Agreement, grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title or interest in or to any and all of the following assets and properties (to the extent that they are part of the Collateral) now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Trademark Collateral ”):

(a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, and all extensions or renewals thereof, including those registrations and registration applications in the United States Patent and Trademark Office listed on Schedule I and II (the “ Trademarks ”);

(b) all goodwill associated with or symbolized by the Trademarks;

(d) the right to sue third parties for past, present and future infringements of any Trademark;

and

(e) all proceeds of and rights associated with the foregoing.

SECTION 3. Security Agreement . The security interests granted to the Administrative Agent herein are granted solely in furtherance, and not in limitation or expansion, of the security interests granted to the Administrative Agent pursuant to the Security Agreement. The Administrative Agent and each Grantor hereby acknowledge and affirm that the rights and remedies of the other parties hereto with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

[Remainder of this page intentionally left blank]

F-1-1

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


[GRANTOR]

By:
		Name:
		Title:

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as Administrative Agent,

By:
		Name:
		Title:

By:
		Name:
		Title:

F-1-2

Schedule I

Trademarks

Schedule II

Trademark Applications

F-1-3

EXHIBIT F-2

to the Revolving Loan Credit Agreement

FORM OF

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT, dated as of [ ], 20[ ] (this “ Agreement ”), is entered into by and among [GRANTOR] (“ Grantor ”) and WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as administrative agent, collateral agent and floorplan funding agent (the “ Administrative Agent ”) for the Secured Parties.

(a) all letters patent of the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, including registrations, recordings and pending applications in the United States Patent and Trademark Office listed on Schedule I and II (the “ Patents ”);

(b) all reissues, continuations, divisions, continuations in part, renewals or extensions thereof, and all inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein;

(d) all proceeds of and any right associated with the foregoing.

SECTION 3. Security Agreement . The security interests granted to the Administrative Agent herein are granted solely in furtherance, and not in limitation or expansion, of the security interests granted to the Administrative Agent pursuant to the Security Agreement. The Administrative Agent and each Grantor hereby acknowledge and affirm that the rights and remedies of the other parties hereto with respect to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set

forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

[Remainder of this page intentionally left blank]

F-2-1

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


[GRANTOR]

By:
		Name:
		Title:

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as Administrative Agent,

By:
		Name:
		Title:

By:
		Name:
		Title:

F-2-2

Schedule I

Patents

Schedule II

Patent Applications

F-2-3

EXHIBIT F-3

to the Revolving Loan Credit Agreement

FORM OF

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT, dated as of [ ], 20[ ] (this “ Agreement ”), is entered into by and among [GRANTOR] (“ Grantor ”) and WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as administrative agent, collateral agent and floorplan funding agent (the “ Administrative Agent ”) for the Secured Parties.

(a) all copyright rights in any work subject to the copyright laws of the United States whether as author, assignee, transferee or otherwise;

(b) all registrations and applications for registration of any such copyright in the United States, including registrations and pending applications for registration in the United States Copyright Office listed on Schedule I and II (the “Copyrights”);

(d) all proceeds of and rights associated with the foregoing.

SECTION 3. Security Agreement . The security interests granted to the Administrative Agent herein are granted solely in furtherance, and not in limitation or expansion, of the security interests granted to the Administrative Agent pursuant to the Security Agreement. The Administrative Agent and each Grantor hereby acknowledge and affirm that the rights and remedies of the other parties hereto with respect to the Copyright Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

[Remainder of this page intentionally left blank]

F-3-1

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


[GRANTOR]

By:
		Name:
		Title:

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as Administrative Agent,

By:
		Name:
		Title:

By:
		Name:
		Title:

F-3-2

Schedule I

Copyrights

Schedule II

F-3-3

EXHIBIT G

to the Revolving Loan Credit Agreement

FORM OF

REVOLVING NOTE

$[ ]

New York, New York

[ ], 20[ ]

FOR VALUE RECEIVED, the undersigned, ConvergeOne Holdings Corp., a Delaware corporation (the “ Lead Borrower ”) and ConvergeOne, Inc., a Minnesota corporation (the “ Subsidiary Borrower ” and, together with the Lead Borrower, the “ Borrower ”), hereby promise to pay to [ ] (the “ Lender ”) or its registered assigns, at the office of Wells Fargo Commercial Distribution Finance, LLC (the “Agent”) at 1100 Abernathy Road, 15th Floor, Atlanta, Georgia 30328, on the dates and in the amounts set forth in the Revolving Loan Credit Agreement dated as of June [7], 2017 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the other Loan Parties party thereto, the Lenders (as defined therein) and Wells Fargo Commercial Distribution Finance, LLC, as Administrative Agent, Collateral Agent and Floorplan Funding Agent for the Lenders, in immediately available funds, the aggregate unpaid principal amount of all Revolving Loans and Floorplan Loan payments made by the Lender to or for the benefit of the Borrower pursuant to the Credit Agreement and to pay interest from the date of such Revolving Loans and Floorplan Loan payments on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement. Terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from the due dates at a rate or rates provided in the Credit Agreement.

Pursuant to the terms of the Credit Agreement, the Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this Note.

This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as provided therein and in the other Loan Documents referred to in the Credit Agreement. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


CONVERGEONE HOLDINGS CORP.

By:
		Name:
		Title:

G-1


CONVERGEONE, INC.

By:
		Name:
		Title:

G-2

Schedule A to Note

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

Date

Amount of ABR
Loans

Amount Con-
verted to ABR
Loans

Amount of
Principal of
ABR Loans
Repaid

Amount of

ABR Loans
Converted to
Eurodollar
Loans

Unpaid Principal
Balance of ABR
Loans

Notation Made
By

G-3

Schedule B to Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

Date

Amount of
Eurodollar
Loans

Amount
Converted to
Euro-dollar
Loans

Interest
Period and
Eurodollar
Loans with
Respect
Thereto

Amount of
Principal of
Eurodollar
Loans Re-
paid

Amount of
Eurodollar
Loans

Converted to
ABR Loans

Unpaid
Principal
Balance of
Eurodollar
Loans

Notation
Made By

G-4

Exhibit 10.25

GUARANTEE AND COLLATERAL AGREEMENT

dated as of

June 20, 2017

among

C1 INTERMEDIATE CORP.,

CONVERGEONE, INC.,

CONVERGEONE HOLDINGS CORP.,

the Subsidiaries of

ConvergeOne Holdings Corp.

from time to time party hereto

and

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC,

as Administrative Agent

TABLE OF CONTENTS


		Page
PRELIMINARY STATEMENT			1

ARTICLE I Definitions			1

SECTION 1.01.	Credit Agreement		1

SECTION 1.02.	Other Defined Terms		1

ARTICLE II Guarantee			7

SECTION 2.01.	Guarantee		7

SECTION 2.02.	Guarantee of Payment		8

SECTION 2.03.	No Limitations, Etc.		8

SECTION 2.04.	Reinstatement		9

SECTION 2.05.	Agreement To Pay; Subrogation		9

SECTION 2.06.	Information		9

SECTION 2.07.	Instrument for the Payment of Money		9

ARTICLE III Security Interests in Personal Property			10

SECTION 3.01.	Security Interest		10

SECTION 3.02.	Representations and Warranties		11

SECTION 3.03.	Covenants		14

SECTION 3.04.	Other Actions		16

SECTION 3.05.	Voting Rights; Dividends and Interest, Etc.		17

SECTION 3.06.	Additional Covenants Regarding Patent, Trademark and Copyright Collateral		18

SECTION 3.07.	Limitations		18

SECTION 3.08.	Collateral Access Agreements		19

SECTION 3.09.	Deposit Account Control Agreements		19

ARTICLE IV Remedies			19

SECTION 4.01.	Pledged Collateral		19

SECTION 4.02.	Uniform Commercial Code and Other Remedies		20

SECTION 4.03.	Application of Proceeds		22

SECTION 4.04.	Grant of License to Use Intellectual Property		22

SECTION 4.05.	Securities Act, Etc.		23

ARTICLE V Indemnity, Subrogation and Subordination			23

SECTION 5.01.	Indemnity and Subrogation		23

SECTION 5.02.	Contribution and Subrogation		23

SECTION 5.03.	Subordination		24



ARTICLE VI Collection and Application of Collateral Proceeds; Deposit Accounts		24

SECTION 6.01.	Collection of Receivables	24

SECTION 6.02.	Covenant Regarding New Deposit Accounts; Lock Boxes	25

ARTICLE VII Miscellaneous		25

SECTION 7.01.	Notices	25

SECTION 7.02.	Survival of Agreement	25

SECTION 7.03.	Binding Effect; Several Agreement	25

SECTION 7.04.	Successors and Assigns	26

SECTION 7.05.	Administrative Agent’s Expenses; Indemnity	26

SECTION 7.06.	Administrative Agent Appointed Attorney-in-Fact; Account Verification	26

SECTION 7.07.	Applicable Law	27

SECTION 7.08.	Waivers; Amendment	27

SECTION 7.09.	WAIVER OF JURY TRIAL	28

SECTION 7.10.	Severability	28

SECTION 7.11.	Counterparts	28

SECTION 7.12.	Headings	28

SECTION 7.13.	Jurisdiction; Consent to Service of Process	28

SECTION 7.14.	Termination or Release	29

SECTION 7.15.	Additional Subsidiaries	30

SECTION 7.16.	Security Interest and Obligations Absolute	30

SECTION 7.17.	Intercreditor Agreement	30

Schedules


Schedule I		Subsidiary Guarantors
Schedule II		Equity Interests; Pledged Debt Securities
Schedule III		U.S. Copyrights Owned by Grantor; Patents Owned by Grantors; Trademarks/Trade Names Owned by Grantors
Schedule IV		UCC Filing Offices
Schedule V		UCC Information
Schedule VI		Locations of Collateral
Schedule VII		Deposit Accounts
Schedule VIII		Chattel Paper

Exhibits


Exhibit A		Form of Supplement

This GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 20, 2017 (this “ Agreement ”), is entered into by and among C1 INTERMEDIATE CORP., a Delaware corporation (“ Holdings ”), CONVERGEONE HOLDINGS CORP., a Delaware corporation, (“ C1H ”), CONVERGEONE, INC., a Minnesota corporation (together with C1H, the “ Borrower ”), the subsidiaries of the Borrower from time to time party hereto and WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as administrative agent, collateral agent, and floorplan funding agent (in such capacity, the “ Administrative Agent ”).

PRELIMINARY STATEMENT

Reference is made to the Revolving Loan Credit Agreement dated as of June 20, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Holdings, the Borrower, the lenders from time to time party thereto (the “ Lenders ”) and the Administrative Agent.

The Lenders, each Issuing Bank and the Floorplan Funding Agent have agreed to extend credit to the Borrower, in each case pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Hedge Creditors have agreed (or may in the future agree) to enter into Hedging Obligations with one or more Loan Parties. The Banking Services Creditors have agreed (or may in the future agree) to enter into Banking Services Obligations with one or more Loan Parties. The obligations of the Lenders, each Issuing Bank and the Floorplan Funding Agent to extend credit to the Borrower, the agreement of the Hedge Creditors to enter into and maintain Hedging Obligations with one or more Loan Parties and the agreement of the Banking Services Creditors to enter into and maintain Banking Services Obligations with one or more Loan Parties are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement by the Borrower and each Guarantor. Each Guarantor is an affiliate of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement, and from the entering into and/or maintaining of such Hedging Obligations and/or maintaining of such Banking Services Obligations, and is willing to execute and deliver this Agreement in order to induce the Lenders, the Issuing Banks and the Floorplan Funding Agent to extend such credit, the Hedge Creditors to enter into and maintain such Hedging Obligations and the Banking Services Creditors to enter into and maintain such Banking Services Obligations. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement .

(a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Credit Agreement. All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein. All references to the Uniform Commercial Code shall mean the New York UCC unless the context requires otherwise.

(b) The rules of construction specified in Article I (including Sections 1.02 and 1.05) of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Account Debtor ” shall mean any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“ Administrative Agent ” shall have the meaning assigned to such term in the preamble.

“ After-Acquired Intellectual Property ” shall have the meaning assigned to such term in Section 3.06(d) .

“ Agreement ” shall have the meaning assigned to such term in the preamble.

“ Banking Services Creditor ” shall mean, with respect to the Banking Services Obligations of a Grantor, a counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or at the time such Banking Services Obligations are entered into.

“ Banking Services Obligations ” shall mean the Banking Services Obligations (as such term is defined in the Credit Agreement), in each case, whether outstanding on the date hereof or arising from time to time following the date of this Agreement.

“ Borrower ” shall have the meaning assigned to such term in the preamble.

“ Claiming Guarantor ” shall have the meaning assigned to such term in Section 5.02 .

“ Collateral ” shall have the meaning assigned to such term in Section 3.01 .

“ Collateral Access Agreement ” means any landlord waiver or other agreement, in form and substance satisfactory to the Administrative Agent in its Permitted Discretion, between the Administrative Agent and any third party (including any bailee, consignee, customs broker or other similar Person) in possession of any Collateral or any landlord of any Grantor for any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated or otherwise modified from time to time.

“ Collateral Deposit Account ” shall have the meaning set forth in Section 6.01 .

“ Collateral Report ” means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Administrative Agent or any Lender with respect to the Collateral pursuant to any Loan Document.

“ Collection Account ” shall have the meaning set forth in Section 6.01(b) .

“ Contributing Guarantor ” shall have the meaning assigned to such term in Section 5.02 .

“ Copyright License ” shall mean any written agreement, now or hereafter in effect, granting any right to any third Person (other than an agreement with any Person who is an affiliate or a subsidiary of any Grantor) under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“ Copyrights ” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights, including all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, (b) all registrations and applications

for registration of any such copyright, including registrations, recordings, supplemental registrations, renewals, extensions and pending applications for registration in the United States Copyright Office (or any successor office), including those copyrights listed on Schedule III and (c) all causes of action arising prior to, on or after the date hereof for infringement of any Copyright or unfair competition regarding the same and all other rights whatsoever accruing thereunder or pertaining thereto.

“ Credit Agreement ” shall have the meaning assigned to such term in the preliminary statement.

“ Deposit Account Control Agreement ” means an agreement, in form and substance satisfactory to the Administrative Agent in its Permitted Discretion, among any Grantor, a banking institution holding such Grantor’s funds, and the Administrative Agent with respect to collection and control of all deposits and balances held in a deposit account (other than any Excluded Deposit Accounts) maintained by any Grantor with such banking institution.

“ Domain Names ” shall mean all Internet domain names and associated URL addresses in or to which any Grantor now owns or hereafter acquires.

“ Excluded Property ” shall mean:

(a) all vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction;

(b) any General Intangible or other rights arising under contracts, Instruments, licenses, license agreements (including Licenses) or other documents, to the extent (and only to the extent) that the grant of a security interest would (i) constitute a violation of a restriction in favor of a third party (other than a Grantor) on such grant, unless and until any required consents shall have been obtained, (ii) give any other party (other than a Grantor) the right to terminate its obligations thereunder or (iii) violate any law, provided , however , that (1) any portion of any such General Intangible or other right shall cease to constitute Excluded Property pursuant to this clause (b) at the time and to the extent that the grant of a security interest therein does not result in any of the consequences specified above and (2) the limitation set forth in this clause (b) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such General Intangible or other right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the New York UCC;

(c) Investment Property consisting of voting Equity Interests of any Excluded Foreign Subsidiary or Excluded Domestic Subsidiary in excess of 65% of the Equity Interests representing the total combined voting power of all classes of Equity Interests of such Excluded Foreign Subsidiary or Excluded Domestic Subsidiary entitled to vote;

(d) any specifically identified assets or category of assets as to which the Administrative Agent and the Borrower reasonably determine that the costs of obtaining a security interest in such assets (or perfecting the same) are excessive in relation to the benefit to the Secured Parties of the security afforded thereby;

(e) Equipment owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capitalized Lease Obligation permitted to be incurred pursuant to the Credit Agreement, for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such Equipment;

(f) any interest in joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more third parties (other than a Grantor);

(g) applications filed in the United States Patent and Trademark Office to register trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks, but only to the extent, if any, and only during the period, if any, in which, the grant of a Lien thereon would invalidate or render unenforceable any registration issuing from such application under applicable federal law, unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon such applications shall be automatically subject to the Lien granted herein and deemed included in the Collateral;

(h) all assets subject to a certificate of title statute, Farm Products and As-Extracted Collateral;

(i) any property to the extent that such grant of a security interest is prohibited by any requirement of law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such requirement of law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document in favor of a third party that is not a Grantor evidencing or giving rise to such property or, in the case of any Investment Property or any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such requirement of law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, including the New York UCC;

(j) any assets to the extent a security interest in such assets would result in adverse tax consequences as reasonably determined by the Borrower;

(k) Investment Property consisting of Equity Interests in and assets of Unrestricted Subsidiaries, Immaterial Subsidiaries and captive insurance companies;

(l) any fee owned real property with a book value not in excess of $5,000,000 and all leasehold interests in real property; and

(m) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute Excluded Property.

Furthermore, no term used in the definition of Collateral (or any component definition thereof) shall be deemed to include any Excluded Property.

“ Excluded Deposit Accounts ” means, collectively, (i) payroll and payroll taxes accounts, workers’ compensation accounts and other employee wage and benefit payment accounts and petty cash accounts, (ii) trust accounts and (iii) deposit accounts other than Collection Accounts and Collateral Deposit Accounts, so long as the aggregate amount on deposit in all such deposit accounts does not exceed $1,000,000 in the aggregate at any time.

“ Federal Securities Laws ” shall have the meaning assigned to such term in Section 4.05 .

“ Fraudulent Conveyance ” shall have the meaning assigned to such term in Section 2.01 .

“ Grantors ” shall mean the Borrower and the Guarantors.

“ Guarantors ” shall mean Holdings and the Subsidiary Guarantors.

“ Hedge Creditor ” shall mean, with respect to the Hedging Obligations of a Loan Party, a counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or at the time such Hedging Obligation is entered into (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, after entering into any Hedging Obligations, ceases to be a Lender); provided that at or prior to the time that any transaction relating to such Hedging Obligation is executed, such Lender (other than the Administrative Agent) or such Affiliate, as the case may be, shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Secured Obligation entitled to the benefits of the Security Documents.

“ Holdings ” shall have the meaning assigned to such term in the preamble.

“ Intellectual Property ” shall mean all intellectual property of any Grantor of every kind and nature now owned or hereafter acquired by such Grantor, including all of the following that are owned or hereafter acquired by such Grantor (i) Patents, Copyrights, Licenses and Trademarks, (ii) all inventions, processes, production methods, trade secrets, confidential or proprietary technical and business information, know-how and databases and all other proprietary information, (iii) Domain Names, (iv) all improvements with respect to any of the foregoing, and (v) all causes of action, claims, and warranties now or hereafter owned or a acquired by any Grantor with respect of any of the foregoing.

“ Investment Property ” shall mean (a) all “investment property” as such term is defined in the New York UCC (other than Excluded Property) and (b) whether or not constituting “investment property” as so defined, all Pledged Debt Securities and Pledged Stock.

“ LC Cash Collateral Account ” shall mean a non-interest bearing cash collateral account maintained with the Administrative Agent, a depositary institution Affiliate of the Administrative Agent or another institution acceptable to the Administrative Agent, and in the sole dominion and control of, the Administrative Agent for the benefit of the Secured Parties into which shall be deposited cash collateral in respect of Letters of Credit.

“ License ” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party.

“ Lock Boxes ” shall have the meaning assigned to such term in Section 6.01(a) .

“ Lock Box Agreements ” shall have the meaning assigned to such term in Section 6.01(a) .

“ New York UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Patent License ” shall mean any written agreement, now or hereafter in effect, granting to any third Person (other than an agreement with any Person who is an affiliate or a subsidiary of any Grantor) any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third Person, is in existence, and all rights of any Grantor under any such agreement.

“ Patents ” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent, all registrations and recordings thereof, and all applications for letters patent, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor), including those listed on Schedule III, (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein and (c) all income, royalties, damages and payments now or hereafter due and/or payable with respect thereto, all damages and payments for past, present or future infringements thereof and rights to sue therefor, and all rights corresponding thereto throughout the world.

“ Permitted Liens ” shall have the meaning assigned to such term in the Credit Agreement.

“ Pledged Collateral ” shall mean (a) the Pledged Stock, (b) the Pledged Debt Securities, (c) subject to Section 3.05 , all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (d) subject to Section 3.05, all rights of the applicable Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above and (e) all Proceeds of any of the foregoing.

“ Pledged Debt Securities ” shall mean (a) the debt securities and promissory notes held by any Grantor on the date hereof (including all such debt securities and promissory notes listed opposite the name of such Grantor on Schedule II (it being agreed that only debt securities and promissory notes with an individual principal amount equal to or greater than $1,000,000 are required to be listed on such schedule)), (b) any debt securities or promissory notes in the future issued to such Grantor and (c) any other instruments evidencing the debt securities described above, if any.

“ Pledged Securities ” shall mean any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“ Pledged Stock ” shall mean (a) (i) the Equity Interests owned by any Grantor on the date hereof (including all such Equity Interests listed on Schedule II) and (ii) thereafter, any other Equity Interest obtained in the future by such Grantor, in the case of each of clauses (i) and (ii), to the extent that the same do not constitute Excluded Property, and (b) the certificates, if any, representing all such Equity Interests.

“ Receivables ” shall mean the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

“ Secured Parties ” shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Issuing Banks, (d) the Floorplan Funding Agent, (e) each Hedge Creditor, (f) each Banking Services Creditor, (g) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (h) the successors and permitted assigns of each of the foregoing.

“ Security Interest ” shall mean the pledge and security interest confirmed and granted pursuant to Section 3.01 .

“ Subsidiary Guarantor ” shall mean any of the following: (a) the Restricted Subsidiaries identified on Schedule I hereto as Subsidiary Guarantors and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date, excluding any Excluded Subsidiary.

“ Term Loan Agent ” shall have the meaning assigned to such term in the Intercreditor Agreement.

“ Trademark License ” shall mean any written agreement, now or hereafter in effect, granting to any third Person (other than an agreement with any Person who is an affiliate or a subsidiary of any Grantor) any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third Person, and all rights of any Grantor under any such agreement.

“ Trademarks ” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers and designs, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office), and all extensions or renewals thereof, including those registrations and applications listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all causes of action arising prior to or after the date hereof for infringement of any trademark or unfair competition regarding the same.

ARTICLE II

Guarantee

SECTION 2.01. Guarantee . (a) Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Secured Parties, jointly with the other Guarantors and severally; as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Secured Obligations. Each Guarantor further agrees that the Secured Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Secured Obligation. Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any Secured Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Each Guarantor hereby further jointly and severally agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Secured Obligations, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

been amended accordingly at all relevant times. For purposes hereof, “ Fraudulent Conveyance ” means a fraudulent conveyance or fraudulent transfer under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

SECTION 2.02. Guarantee of Payment . Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and payable and not of collection, and waives any right (except such as shall be required by applicable law and cannot be waived) to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any Deposit Account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other person.

SECTION 2.03. No Limitations, Etc.

(a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14 and the limitations set forth in Section 2.01(b) , the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than payment or performance of the Secured Obligations (other than contingent obligations), in full) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Administrative Agent or any other Secured Party for the Secured Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the Administrative Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Secured Obligations, all without affecting the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Secured Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the occurrence of the Termination Date. The Administrative Agent and the other Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of

them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

SECTION 2.04. Reinstatement . Each Guarantor agrees that its guarantee hereunder shall continue to be effective or shall be automatically reinstated, as the case may be, if at any time and for any reason payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party whether upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise, notwithstanding the occurrence of the Termination Date.

SECTION 2.05. Agreement To Pay; Subrogation . In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Secured Obligation, when and as the same shall become due and payable, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby jointly and severally promises to and will promptly pay, or cause to be paid, to the Administrative Agent for distribution to the Secured Parties in cash the amount of such unpaid Secured Obligation (other than payment of any contingent obligations). Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article V .

SECTION 2.06. Information . Each Guarantor assumes all responsibility for being and keeping itself reasonably informed of the Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

SECTION 2.07. Instrument for the Payment of Money . Each Guarantor hereby acknowledges that the guarantee in this Article II constitutes an instrument for the payment of money, and consents and agrees that any Secured Party, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring motion-action under New York CPLR Section 3213.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest .

(a) Each Grantor hereby pledges and grants to the Administrative Agent, for the benefit of the Secured Parties, as security for the payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (other than contingent obligations), a security interest in all right, title or interest in or to any and all of the following assets and properties in each case whether tangible or intangible, wherever located, and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Property, collectively, the “ Collateral ”):

(i) all Accounts;

(ii) the LC Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;

(iii) all Chattel Paper;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Goods;

(viii) all Instruments, including all Pledged Securities;

(ix) all Inventory or documents of title, customs receipts, insurance certificates, shipping documents and other written materials related to the purchase or import of any Inventory;

(x) all Investment Property;

(xi) all Intellectual Property;

(xii) all Pledged Collateral;

(xiii) all Records and all books and records pertaining to the Collateral;

(xiv) all letters of credit under which such Grantor is the beneficiary and Letter-of-Credit Rights;

(xv) all Supporting Obligations;

(xvi) all cash and Cash Equivalents;

(xvii) all Deposit Accounts and Securities Accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds held in or on deposit in any of the foregoing;

(xviii) all rights to any price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and other amounts which at any time are due Grantors from a Floorplan Approved Vendor in connection with Floorplan Financed Inventory;

(xix) all other personal property whatsoever of such Grantor; and

(xx) to the extent not otherwise included, all Proceeds, all accessions to and substitutions and replacements for and products of any and all of the foregoing and all offsprings, rents profits and products of any of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing.

(b) Each Grantor hereby authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon written request. The Administrative Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.

(c) The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. The Administrative Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.

(d) The Security Interest is granted as security only and, except as otherwise required by applicable law, shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Nothing contained in this Agreement shall be construed to make the Administrative Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, and neither the Administrative Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Administrative Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Administrative Agent, any other Secured Party, any Grantor and/or any other Person.

SECTION 3.02. Representations and Warranties . Each Grantor represents and warrants to the Administrative Agent and the other Secured Parties that:

(a) In executing and delivering this Agreement, each Grantor has (i) adequate means to obtain from the Borrower on a continuing basis information concerning the Borrower; (ii) full and complete access to the Loan Documents and any other documents executed in connection with the Loan Documents; and (iii) not relied and will not rely upon any representations or warranties of the Administrative Agent or any Lender not embodied herein or any acts heretofore or hereafter taken by the Administrative Agent or any Lender (including but not limited to any review by the Administrative Agent or any Lender of the affairs of the Borrower).

(b) Each Grantor has good and valid rights in and title (except as otherwise permitted in the Loan Documents) to the Collateral with respect to which it has purported to grant a Security Interest hereunder, has full organizational power and authority to grant to the Administrative Agent for the benefit of the Secured Parties, the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, and no Lien exists upon the Collateral (and no right or option to acquire the same exists in favor of any other Person) other than (i) the valid and perfected security interest created or provided for herein and (ii) Liens expressly permitted by the Credit Agreement.

(c) (i) Uniform Commercial Code financing statements (including fixture filings, if applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been prepared by the Administrative Agent based upon the information provided to the Administrative Agent and the Secured Parties by the Grantors for filing in each governmental, municipal or other office specified on Schedule IV hereof (or specified by notice from the Borrower to the Administrative Agent after the date hereof in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement), which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in the Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary as of the date hereof (or after the date hereof, in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement) to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements; and (ii) notwithstanding the foregoing, each Grantor represents and warrants that a fully executed agreement in the form hereof or, alternatively, each applicable short form Intellectual Property Security Agreement, and containing a description of all Collateral consisting of Intellectual Property that is material to the conduct of such Grantor’s business with respect to United States Patents and United States federally registered Trademarks (and Trademarks for which United States federal registration applications are pending) and United States federally registered Copyrights has been or will be delivered to the Administrative Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent in respect of all such Collateral in which a security interest may be perfected by filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than filings described in Section 3.02(c)(i) and other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of United States Patents, United States federally registered Trademarks and United States federally registered Copyrights (and applications therefor) that are material to the conduct of such Grantor’s business and that are acquired or developed after the date hereof).

(d) The Security Interest constitutes (i) a legal and valid security interest in all Collateral securing the payment and performance of the Secured Obligations, (ii) subject to the filings described in Section 3.02(c) , a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code and (iii) subject to the filings described in Section 3.02(c) , a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement (or the applicable short form

Intellectual Property Security Agreement) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the 3-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the 1-month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Permitted Liens.

(e) Schedule II correctly sets forth as of the date hereof the percentage of the issued and outstanding shares or units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder.

(f) The Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock issued by a corporation, are fully paid and nonassessable (if applicable) and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other loss affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(g) Schedule V correctly sets forth as of the date hereof (i) the exact legal name of each Grantor, as such name appears in its respective certificate or articles of incorporation or formation, (ii) the jurisdiction of organization of each Grantor, (iii) the mailing address of each Grantor, (iv) the organizational identification number, if any, issued by the jurisdiction of organization of each Grantor, (v) the identity or type of organization of each Grantor and (vi) the Federal Taxpayer Identification Number, if any, of each Grantor. The Borrower agrees to update the information required pursuant to the preceding sentence as provided in Section 5.06 of the Credit Agreement.

(h) [Reserved].

(i) Notwithstanding the foregoing or anything else in this Agreement to the contrary, no representation, warranty or covenant is made with respect to the creation or perfection of a security interest in (i) Collateral consisting of Intellectual Property that is not material to the conduct of the Grantor’s business, and (ii) Collateral to the extent such creation or perfection would require (A) any filing other than a filing in the United States of America, any state thereof and the District of Columbia or (B) other action under the laws of any jurisdiction other than the United States of America, any state thereof and the District of Columbia.

(j) Each Grantor represents and warrants that the Trademarks, Patents and Copyrights listed on Schedule III include all United States federal registrations and pending applications for Trademarks, Patents and Copyrights, all as in effect as of the date hereof, that such Grantor owns and that are material to the conduct of its business as of the date hereof.

(k) As of the date hereof, all of Grantors’ locations where Collateral constituting Inventory is located (other than (i) Collateral in transit or out for repair or maintenance or (ii) locations where the value of Inventory located at any such location does not exceed $2,000,000 and the aggregate value of Inventory located at all such locations does not exceed $10,000,000) are listed on Schedule VI. All of said locations are owned by the Grantors except for locations (i) which are leased by the Grantors as lessees and designated in Part B(ii) of Schedule VI and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part B(iii) of Schedule VI .

(l) All of such Grantor’s Deposit Accounts are listed on Schedule VII .

(m) Schedule VIII lists all Chattel Paper of such Grantor having an individual fair market value in excess of $250,000.

(n) With respect to Accounts and Chattel Paper:

(i) The information with respect to the Accounts and Chattel Paper (including without limitation the names of obligors, amounts owing and due dates) is and will be correctly stated in all material respects in all records of the Grantors relating thereto and in all invoices and Collateral Reports with respect thereto required to be furnished to the Administrative Agent by the Grantors from time to time pursuant to the Loan Documents. As of the time when each Account or each item of Chattel Paper is reflected on a Borrowing Base Certificate as an Eligible Account, the Grantors shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be.

(ii) With respect to Accounts of the Grantors reflected as Eligible Accounts on the most recent Borrowing Base Certificate, as of the date of such Borrowing Base Certificate, all such Accounts are Eligible Accounts (except with respect to such Accounts that may be subsequently deemed to be ineligible Accounts in the Permitted Discretion of the Administrative Agent).

(o) With respect to Inventory of the Grantors reflected as Eligible Inventory on the most recent Borrowing Base Certificate, as of the date of such Borrowing Base Certificate, (a) such Inventory (other than Inventory in transit) is located at one of the Grantors’ locations set forth on Schedule VI , as such Schedule VI may be amended or supplemented hereafter in writing, (b) no such Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 3.03(f) and (c) such Inventory is Eligible Inventory (except with respect to such Inventory that may be subsequently deemed to be ineligible Inventory in the Permitted Discretion of the Administrative Agent).

SECTION 3.03. Covenants .

(a) Subject to Section 3.02(i) each Grantor shall at its own expense, take all commercially reasonable actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Administrative Agent in the Collateral and the priority thereof against any Lien which does not constitute a Permitted Lien.

(b) Subject to Section 3.02(i) each Grantor agrees, upon written request by the Administrative Agent and at its own expense, to execute, acknowledge, deliver and cause to be filed all such further instruments and documents and take all such actions as the Administrative Agent may from time to time reasonably request to obtain, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith.

(c) At its option, but only following 5 Business Days’ written notice to each Grantor of its intent to do so unless an Event of Default shall have occurred and be continuing, the Administrative Agent may discharge past due Taxes, assessments, charges, fees or Liens at any time levied or placed on the Collateral which do not constitute a Permitted Lien, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, and each Grantor agrees to reimburse the Administrative Agent within 30 days after written demand for any reasonable out of pocket payment made or any reasonable out of pocket expense incurred by the

Administrative Agent pursuant to the foregoing authorization; provided , however , that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees or Liens and maintenance as set forth herein or in the other Loan Documents.

(d) Each Grantor shall remain liable to observe and perform all conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof.

(e) In the case of each Grantor, such Grantor shall, on or prior to the date on which a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 5.04(c) of the Credit Agreement for the fiscal quarter in which such Grantor obtains actual knowledge thereof, give notice to the Administrative Agent of any Commercial Tort Claim of such Grantor in which the damages being sought are reasonably estimated by such Grantor to exceed $1,000,000 and shall grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in such Commercial Tort Claim. After such grant, such Commercial Tort Claim shall be deemed to constitute Collateral for purposes of this Agreement.

(f) Subject to the following sentence, the Grantors will not (i) maintain any Inventory (other than such Collateral in transit) at any location other than those locations listed on Schedule VI (except for locations where the fair market value of Inventory at any such location does not exceed $2,000,000 and the aggregate fair market value of Inventory at all such locations does not exceed $10,000,000), (ii) otherwise change, or add to, such locations, or (iii) change their respective principal places of business or chief executive offices from the location identified on Schedule VI . Each Grantor will give the Administrative Agent at least ten (10) days prior written notice (or such shorter notice to which the Administrative Agent has consented in writing) of any new principal place of business or chief executive office or any new location for any of its Inventory; except for locations where the market value of Inventory stored or warehoused at any such new location does not exceed $2,000,000 and the aggregate market value of Inventory, stored or warehoused at all such new locations (together with all other locations not listed on Schedule VI ) does not exceed $10,000,000 (such locations, “ Excluded Locations ”). With respect to any such new location (excluding Excluded Locations), such Grantor will execute such documents and take such actions as the Administrative Agent reasonably deems necessary to perfect and protect the Liens granted under the Collateral Documents and, if requested by the Administrative Agent, will use commercially reasonable efforts to obtain a Collateral Access Agreement for each such location.

(g) Receivables.

(i) Except as otherwise permitted by the Credit Agreement, the Grantors will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, until such time following the occurrence and during the continuation of an Event of Default or a Cash Dominion Period as the Grantors receive a notice from the Administrative Agent instructing them to cease doing so, the Grantors may make discounts, credits, rebates or other reductions in the amount of Accounts in the ordinary course of business.

(ii) Except as otherwise provided in this Agreement or the Credit Agreement, the Grantors will collect and enforce, at the Grantors’ sole expense, all amounts due or hereafter due to the Grantors under the Receivables.

(iii) The Grantors will deliver to the Administrative Agent promptly upon its request after the occurrence and during the continuation of an Event of Default duplicate invoices with respect to each Account bearing such language of assignment as the Administrative Agent shall specify.

(iv) Upon the request of the Administrative Agent after the occurrence and during the continuation of an Event of Default, the Grantors shall take all steps reasonably necessary to grant the Administrative Agent “control” (within the meaning of set forth in Section 9-105 of the Uniform Commercial Code) of all electronic chattel paper in accordance with the Uniform Commercial Code. Unless an Event of Default has occurred and is continuing, the requirement in the preceding sentence shall not apply to electronic chattel paper to the extent that all amounts payable evidenced by such electronic chattel paper in which the Administrative Agent has not been vested “control” does not exceed $1,000,000 in the aggregate for all Grantors.

(h) Inventory.

(i) Except as otherwise permitted under the Credit Agreement, the Grantors will do all things commercially reasonable to maintain, preserve, protect and keep the Inventory in good repair and working and saleable condition (casualty excluded).

(ii) The Grantors will maintain a perpetual inventory reporting system at all times.

SECTION 3.04. Other Actions . In order to further ensure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, the Security Interest in the Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Collateral:

(a) Instruments. Upon the occurrence and during the continuation of an Event of Default, if any Grantor shall at any time hold or acquire any Instruments in excess of $1,000,000 individually, such Grantor shall, upon the request of the Administrative Agent, promptly endorse, assign and deliver the same to the Administrative Agent, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably specify.

(b) Investment Property. Subject to the terms hereof, if any Grantor shall at any time hold or acquire any Certificated Securities, to the extent the same do not constitute Excluded Property, such Grantor shall promptly endorse, assign and deliver the same to the Administrative Agent (or, to the extent required under the Intercreditor Agreement, to the Term Loan Agent thereunder acting as the Administrative Agent’s agent or bailee for the purpose of perfection), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Administrative Agent (or, to the extent required under the Intercreditor Agreement, the Term Loan Agent thereunder acting as the Administrative Agent’s agent or bailee for the purpose of perfection) may from time to time reasonably specify. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof and supplement any prior schedule so delivered; provided , that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities and shall not in and of itself result in any Default or Event of Default. Each certificate representing an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 3.01 shall be physically delivered to the Administrative Agent in accordance with the terms of the Credit Agreement (or, to the extent required under the Intercreditor Agreement, the Term Loan Agent thereunder acting as the Administrative Agent’s agent or bailee for the purpose of perfection) and endorsed to the Administrative Agent (or, to the extent (d) required under the Intercreditor Agreement, the Term Loan Agent thereunder acting as the Administrative Agent’s agent or bailee for the purpose of perfection) or endorsed in blank.

(c) Security Interests in Property of Account Debtors. If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person the value of which equals or exceeds $250,000 to secure payment of an Account, such Grantor shall promptly assign such security interest to the Administrative Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

(d) Letter-of-Credit Rights. If any Grantor is or becomes the beneficiary of a letter of credit that is (i) not a Supporting Obligation of any Collateral and (ii) in excess of $1,000,000 individually, or $5,000,000 in the aggregate for all such letters of credit of the Grantors, such Grantor shall, on the date on which a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 5.04(c) of the Credit Agreement for the fiscal quarter in which such Grantor becomes a beneficiary thereof, notify the Administrative Agent thereof and, at the request of the Administrative Agent, enter into an agreement with the Administrative Agent, the issuer of such letter of credit or any nominated person with respect to the Letter-of-Credit Rights under such letter of credit. Such agreement shall collaterally assign such Letter-of-Credit Rights to the Administrative Agent and such assignment shall be sufficient to grant control to the Administrative Agent for the purposes of Section 9-107 of the New York UCC (or any similar section under any equivalent Uniform Commercial Code), and shall be in form and substance reasonably satisfactory to Administrative Agent.

SECTION 3.05. Voting Rights; Dividends and Interest, Etc. Unless and until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the Grantors at least three (3) days’ prior written notice of its intent to exercise its rights under this Agreement:

(a) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the other Loan Documents and applicable law, and no notice of any such voting or exercise of any consensual rights and powers need be given to the Administrative Agent.

(b) The Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a) above.

(c) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are not prohibited by, and otherwise paid or distributed in accordance with, the terms and conditions of the Loan Documents and applicable law; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Collateral shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and shall be delivered to the Administrative Agent (or, to the extent required under the Intercreditor Agreement, to the Term Loan Agent thereunder) in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent (or, to the extent required under the Intercreditor Agreement, by the Term Loan Agent thereunder) on or prior to the later to occur of (i) 30 days following the receipt thereof and (ii) the earlier of the date of the required delivery of the Compliance Certificate following the receipt of such items and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent).

SECTION 3.06. Additional Covenants Regarding Patent, Trademark and Copyright Collateral .

(a) Other than to the extent not prohibited herein or in the Credit Agreement, except as could not reasonably be expected to have a Material Adverse Effect, each Grantor agrees that it will not do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, other than the expiration of such Patent at the end of its natural term, subject to such Grantor’s reasonable business judgment.

(b) Other than to the extent not prohibited herein or in the Credit Agreement, except as could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each registered Trademark that is material to the conduct of such Grantor’s business, use commercially reasonable efforts to maintain such Trademark registration in full force free from any legally binding determination of abandonment or invalidity of such Trademark registration due to nonuse, subject to such Grantor’ s reasonable business judgment.

(c) Other than to the extent not prohibited herein or in the Credit Agreement, except as could not reasonably be expected to have a Material Adverse Effect, and subject to each Grantor’s reasonable business judgment, each Grantor will take all reasonable and necessary steps that are consistent with reasonable business practice in any proceeding before the United States Patent and Trademark Office, and the United States Copyright Office, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

(d) Each Grantor agrees that, should it obtain an ownership interest in any Intellectual Property (other than any Excluded Property) after the date hereof, to the extent that such Intellectual Property would be a part of the Collateral under the terms of this Agreement had it been owned by such Grantor as of the date hereof, (“ After-Acquired Intellectual Property ”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby shall automatically become part of the Collateral, subject to the terms and conditions of this Agreement. Within 120 days after the end of each calendar year (or such longer period as to which the Administrative Agent may consent), the relevant Grantor shall sign and deliver to the Administrative Agent an appropriate Intellectual Property Security Agreement with respect to all applicable United States federally registered (and all applications for United States federally registered) After-Acquired Intellectual Property owned by it as of the last day of the applicable fiscal year, to the extent that such Intellectual Property is not Excluded Property and to the extent that it is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it.

SECTION 3.07. Limitations . Notwithstanding anything to the contrary in this Agreement or any other Security Document, (i) the Administrative Agent shall not require the taking of any action (other than, for the avoidance of doubt, execution and delivery of this Agreement) to create a Lien on, or require the perfection of any Lien granted in, those assets located outside the United States or otherwise take any action with respect to creation or perfection of Liens under foreign laws, (ii) other than to the

extent required in Section 3.09 , the Administrative Agent shall not require control agreements or perfection by “control” arrangements with respect to deposit and securities accounts, (iii) the Administrative Agent shall not require notices to be sent to account debtors or other contractual third-parties except following the occurrence and during the continuance of an Event of Default, (iv) other than to the extent required in Section 3.08 , the Administrative Agent shall not require landlord waivers and other third-party access or statutory lien subordinations or waivers, (v) the Administrative Agent shall not require the perfection of security interests in motor vehicles and other assets subject to certificates of title statutes to the extent a Lien thereon cannot be perfected by the filing of a Uniform Commercial Code financing statement (or the equivalent), (vi) the Administrative Agent shall not require perfection of (A) letters of credit and Letter-of-Credit Rights which (1) do not constitute Supporting Obligations and (2) are not in excess of $1,000,000 individually, or $5,000,000 in the aggregate for all such letters of credit and Letter-of-Credit Rights of the Loan Parties and (B) Commercial Tort Claims which (1) require any additional action by any Loan Party to grant or perfect a security interest in such Commercial Tort Claim and (2) are not in excess of $1,000,000 individually, or $5,000,000 in the aggregate, in each case, other than the filing of a Uniform Commercial Code financing statement (or the equivalent), and (vii) the Administrative Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the practical benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent.

SECTION 3.08. Collateral Access Agreements . (a) The Grantors shall use commercially reasonable efforts to obtain Collateral Access Agreements no later than the date that is ninety (90) days after the date hereof, from the lessor of leased property located at 3344 Highway 149, Eagan, MN 55343, and the lessor of leased property replacing Borrowers’ currently leased location at 4290 E. Brickell Street, Ontario, CA 91761, and (b) if requested by the Administrative Agent, each Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Inventory are stored or located (except for such locations where the value of Inventory stored or located at any such location does not exceed $2,000,000 so long as the aggregate value of Inventory does not exceed $10,000,000 for all such locations).

SECTION 3.09. Deposit Account Control Agreements . Each Grantor will provide to the Administrative Agent within 90 days of the Administrative Agent’s request (or such longer period as to which the Administrative Agent may consent), a Deposit Account Control Agreement duly executed on behalf of each financial institution holding a deposit account (other than an Excluded Deposit Account) of such Grantor as set forth in this Agreement.

ARTICLE IV

Remedies

SECTION 4.01. Pledged Collateral .

(a) Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the Borrower, the Administrative Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent), the name of the applicable Grantor or, to the extent required under the Intercreditor Agreement, the name of the Term Loan Agent thereunder acting as the Administrative Agent’s agent or bailee for the purpose of perfection, endorsed or assigned in blank or in favor of the Administrative Agent (or, to the extent required under the Intercreditor

Agreement, to the Term Loan Agent thereunder acting as the Administrative Agent’s agent or bailee for the purpose of perfection). Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the relevant Grantor, the Administrative Agent (or, to the extent required under the Intercreditor Agreement, the Term Loan Agent thereunder) shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 or this Section 4.01(b) shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent upon written demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 . After all Events of Default have been cured or waived, the Administrative Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05 , and the obligations of the Administrative Agent under paragraph (b) of Section 3.05 , shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided , however , that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right, in its sole discretion, from time to time following and during the continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a) of Section 3.05 , and the Administrative Agent shall again have the obligations under paragraph (b) of Section 3.05 .

SECTION 4.02. Uniform Commercial Code and Other Remedies . Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Administrative Agent on written demand, and it is agreed that the Administrative Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on written demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral ( provided that such assignment, transfer or conveyance of any Collateral consisting of Trademarks includes an assignment, transfer or conveyance of the goodwill associated with such Trademarks) by the applicable Grantor to the Administrative Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine (other than in violation of any then-existing licensing arrangements), (b) to withdraw any and all cash or other Collateral from the LC Cash Collateral Account and to apply such cash and other Collateral to the payment of any and all

Secured Obligations in the manner provided in Section 4.03 or otherwise as provided in the Credit Agreement, (c) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral without breach of the peace, and subject to the terms of any related lease agreement, to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and (d) generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code, whether or not the Uniform Commercial Code is in effect in the applicable jurisdiction, or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange upon such commercially reasonable terms and conditions as it may deem necessary, for cash, upon credit or for future delivery as the ·Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale (if it deems it necessary to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Administrative Agent shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the

Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations (other than contingent obligations) paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Until the Termination Date, each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated in writing by the Administrative Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. Upon the occurrence and during the continuance of an Event of Default, in the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or to pay any premium in whole or part relating thereto , the Administrative Agent may upon prior written notice to such Grantor, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent deems necessary. All sums disbursed by the Administrative Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon written demand as provided in Section 9.05 of the Credit Agreement, by the Grantors to the Administrative Agent and shall be additional Secured Obligations secured hereby.

SECTION 4.03. Application of Proceeds . Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in accordance with Section 2.17(b) of the Credit Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not .be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 4.04. Grant of License to Use Intellectual Property . For the exclusive purpose of enabling the Administrative Agent to exercise its rights and remedies in this Article IV after and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Agent (until the termination of this Agreement and subject to Section 7.14 ) an irrevocable nonexclusive limited license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know-how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided , however , that any license or sublicense entered into by the Administrative Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

SECTION 4.05. Securities Act, Etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (the Securities Act and any such similar statute as from time to time in effect being called the “ Federal Securities Laws ”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the Administrative Agent may, with respect to any sale of such Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the Administrative Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 4.05 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells.

ARTICLE V

Indemnity, Subrogation and Subordination

SECTION 5.01. Indemnity and Subrogation . In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.03 ), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 5.02. Contribution and Subrogation . Each Guarantor (a “ Contributing Guarantor ”) agrees (subject to Section 5.03 ) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower

as provided in Section 5.01 , the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.15 the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section 5.01 to the extent of such payment.

SECTION 5.03. Subordination . Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the Obligations until the Termination Date; provided , that if any amount shall be paid to such Grantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall promptly be paid to the Administrative Agent to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.17(b) of the Credit Agreement. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder.

ARTICLE VI

Collection and Application of Collateral Proceeds; Deposit Accounts

SECTION 6.01. Collection of Receivables .

(a) On or before ninety (90) days after the Closing Date, each Grantor shall (a) execute and deliver to the Administrative Agent, Deposit Account Control Agreements for each Deposit Account maintained by each Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “ Collateral Deposit Account ”), which Collateral Deposit Accounts are identified as such on Schedule VII , and (b) establish lock box service (the “ Lock Boxes ”) with the bank(s) set forth in Schedule VII (each, a “ Depository Bank ”), which Lock Boxes shall be subject to lock box agreements reasonably acceptable to the Administrative Agent (each, a “ Lock Box Agreement ”) providing for all collections in the Lock Boxes to be deposited into the Collateral Deposit Account(s) with such Depository Bank(s). After the Closing Date, each Grantor will comply with the terms of Section 6.02 .

(b) Subject to clause (c) below, each Grantor shall direct all of its Account Debtors to forward payments directly to Lock Boxes subject to Lock Box Agreements. Following the occurrence and during the continuation of an Event of Default (and until such time as no Event of Default exists) or at any time after Excess Availability is less than or equal to the greater of (i) 10% of the Line Cap or (ii) $7,500,000, for more than 5 consecutive Business Days (and until such time as Excess Availability is greater than the greater of (i) 10% of the Line Cap or (ii) $7,500,000 for a period of more than 30 consecutive Business Days) (each such period, a “ Cash Dominion Period ”), the Administrative Agent may deliver written instructions to the Depository Banks directing them to transfer on a daily basis all payments or deposits received in the Lock Boxes and the Collateral Deposit Accounts to a collection

account maintained by the Grantors with the Administrative Agent (the “ Collection Account ”) or as otherwise instructed by the Administrative Agent; provided that upon the termination or expiration of all Cash Dominion Periods, the Administrative Agent shall promptly rescind such instructions to the Depository Banks. If the Grantors receive any proceeds of any Receivables, such Grantors shall receive such payments as the Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by them to a Collateral Deposit Account. The Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of the Credit Agreement.

(c) Notwithstanding anything in the Loan Documents to the contrary but subject to Section 6.15 of the Credit Agreement, (i) any Grantor may collect Receivables and other amounts owing to itself and/or applicable third parties in connection with Bundled Solutions, (ii) with respect to the portion of such collected Receivables and other amounts owed to such third parties in connection with Bundled Solutions, such Grantor may remit such portion to such third parties or to segregated deposit accounts or trust accounts for the benefit of third parties and (iii) Receivables and other amounts owing to any Grantor in connection with Bundled Solutions may be collected by the applicable third parties and/or collected pursuant to arrangements with financial institutions and/or directed to segregated deposit accounts and/or trust accounts.

SECTION 6.02. Covenant Regarding New Deposit Accounts; Lock Boxes . Before opening or replacing any Collateral Deposit Account, other Deposit Account or establishing a new Lock Box, each Grantor shall (a) provide notice to the Administrative Agent and (b) upon the request of the Administrative Agent, deliver a Deposit Account Control Agreement to the Administrative Agent in order to give the Administrative Agent Control of such Deposit Account and/or Lock Box.

ARTICLE VII

Miscellaneous

SECTION 7.01. Notices . All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement (whether or not then in effect). Communications and notices to the Administrative Agent, the Collateral Agent, Holdings or the Borrower shall be made to the Administrative Agent, the Collateral Agent, Holdings or the Borrower, as applicable, at its address set forth in the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrower.

SECTION 7.02. Survival of Agreement . All covenants, agreements, representations and warranties made by the Loan Parties herein or in any other Loan Document shall be considered to have been relied upon by the Lenders, the Issuing Banks and the Floorplan Funding Agent and shall survive the making by the Lenders of any Loans, the making by the Floorplan Funding Agent of any Floorplan Advances and issuance of any Letters of Credit by each Issuing Bank, regardless of any investigation made by any Lender, Issuing Bank or the Floorplan Funding Agent or on their behalf and notwithstanding that the Administrative Agent, any Issuing Bank, the Floorplan Funding Agent or any Lender may have had notice or actual knowledge of any Default at the time of any Credit Event, and shall continue in full force and effect until the Termination Date.

SECTION 7.03. Binding Effect; Several Agreement . This Agreement shall become effective when it shall have been executed by the Loan Parties and 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. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 7.04. Successors and Assigns . Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 7.05. Administrative Agent’s Expenses; Indemnity . The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.

(a) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees to indemnify the Administrative Agent and the other Indemnitees as provided in Section 9.05 of the Credit Agreement.

(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.05 shall survive the Termination Date.

SECTION 7.06. Administrative Agent Appointed Attorney-in-Fact; Account Verification .

(a) Until the Termination Date, each Grantor hereby appoints the Administrative Agent as the attorney-in-fact of such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Administrative Agent’s name or in the name of such Grantor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (iii) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (iv) to send verifications of Accounts to any Account Debtor, (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (vi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (vii) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Administrative Agent, the LC Cash Collateral Account or for any other reason, (viii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral ( provided that any sale, assignment or transfer of Collateral consisting of Trademarks includes a sale, assignment or transfer of the goodwill associated with such Trademarks), (ix) to apply the proceeds of any Secured Obligations as provided in Article IV, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xii) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xiii) to change the address for delivery of mail addressed

to such Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xiv) to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all purposes; provided , however , that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Administrative Agent and the Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct, fraud or bad faith. The foregoing powers of attorney being coupled with an interest, are irrevocable until the Security Interest shall have terminated in accordance with the terms hereof.

(b) All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Administrative Agent, for the benefit of the Administrative Agent and Lenders, under this Section 7.06 are solely to protect the Administrative Agent’s interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers.

(c) Following (i) the occurrence of a Cash Dominion Period or (ii) the occurrence and continuance of an Event of Default, the Administrative Agent may, in the Administrative Agent’s own name or in the name of a nominee of the Administrative Agent, communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantors, parties to contracts with the Grantors and obligors in respect of Instruments of the Grantors to verify with such Persons, to the Administrative Agent’s reasonable satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.

SECTION 7.07. Applicable Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.08. Waivers; Amendment .

(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver hereof or 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, the Issuing Banks, the Floorplan Funding 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 this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.08 , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or Floorplan Advance or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender, the Floorplan Funding Agent or any Issuing Bank may have had notice or knowledge of such Default at the time. Except as otherwise provided herein, no notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Parties that are party thereto and are affected by such waiver, amendment or modification, subject to Section 9.08 of the Credit Agreement.

SECTION 7.09. WAIVER OF JURY TRIAL . EACH PARTY HERETO (AND EACH OTHER SECURED PARTY BY ITS ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. 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 AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09 .

SECTION 7.10. Severability . In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.11. Counterparts . 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, and shall become effective as provided in Section 7.03 . Delivery of an executed signature page to this Agreement by facsimile, PDF or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 7.12. 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 are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 7.13. Jurisdiction; Consent to Service of Process .

(a) Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement agrees that a final

judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Banks, the Floorplan Funding Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Grantor or its properties in the courts of any jurisdiction.

(b) Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party hereto and the Secured Parties, by their acceptance of the benefits of this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01 . Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 7.14. Termination or Release . This Agreement, the Guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby (including, without limitation, the licenses granted by the Grantors and the Administrative Agent pursuant to Section 4.04 ) shall automatically terminate on the Termination Date (other than to the extent any funds are on deposit in the LC Cash Collateral Account, in which case, the Security Interest in the LC Cash Collateral Account shall continue until released by the relevant Issuing Bank or the Administrative Agent, as applicable).

(a) Any Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Loan Party.

(b) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not Borrower or a Grantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released, and the licenses granted by the Grantors and the Administrative Agent pursuant to Section 4.04 shall be automatically terminated.

(c) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 7.14 shall be without recourse to or representation or warranty by the Administrative Agent (other than any representation and warranty that the Administrative Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 7.05 , the Borrower shall reimburse the Administrative Agent upon written demand for all reasonable out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.14 as provided in Section 9.05 of the Credit Agreement.

(d) At any time that the respective Grantor desires that the Administrative Agent take any action described in preceding paragraph (d) above, it shall, upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent an Officer’s Certificate certifying that the release of the respective Collateral is permitted pursuant to (a), (b) or (c). The Administrative Agent shall have no liability, whatsoever, to any Secured Party as the result of any release of Collateral by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 7.14 .

SECTION 7.15. Additional Subsidiaries . Pursuant to Section 5.09 of the Credit Agreement, certain additional wholly owned Restricted Subsidiaries may be required to enter into this Agreement as a Subsidiary Guarantor and a Grantor. Upon execution and delivery by the Administrative Agent and such Restricted Subsidiary of a supplement in the form of Exhibit A hereto, such Restricted Subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor and a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 7.16. Security Interest and Obligations Absolute . Subject to Section 7.14 hereof, all rights of the Administrative Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, or any other agreement or instrument (so long as the same are made in accordance with the terms of Section 9.08 of the Credit Agreement), (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement other than payment of the Obligations (other than contingent obligations), indefeasibly in full in cash.

SECTION 7.17. Intercreditor Agreement . The provisions of this Agreement shall be subject to the provisions of the Intercreditor Agreement. In the event of any conflict between this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control and govern.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


C1 INTERMEDIATE CORP.

By:		/s/ Jeffrey Nachbor
		Name: Jeffrey Nachbor
		Title: Chief Financial Officer

CONVERGEONE HOLDINGS CORP.

By:		/s/ Jeffrey Nachbor
		Name: Jeffrey Nachbor
		Title: Treasurer and Chief Financial Officer

CONVERGEONE, INC.

By:		/s/ Jeffrey Nachbor
		Name: Jeffrey Nachbor
		Title: Treasurer and Chief Financial Officer

[Signature Page to Revolving Guarantee and Collateral Agreement]


WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as Administrative Agent

By:		/s/ Jack F. Morrone
		Name: Jack F. Morrone
		Title: Duly Authorized Signatory

[Signature Page to Revolving Guarantee and Collateral Agreement]

Schedule I to the

Guarantee and Collateral Agreement

SUBSIDIARY GUARANTORS

None.

I-1

Schedule II to the

Guarantee and Collateral Agreement

EQUITY INTERESTS

Pledgor: C1 Intermediate Corp.

Issuing Entity

Type of Interests

Certificate Number

Number of
Interests Pledged

% Interest

ConvergeOne Holdings Corp.

Common stock

C-3

1,000

100

Pledgor: ConvergeOne Holdings Corp.

Issuing Entity

Type of Interests

Certificate Number

Number of
Interests Pledged

% Interest

ConvergeOne, Inc.

Common stock

C-4, C-5

106

100

PLEDGED DEBT SECURITIES AND PROMISSORY NOTES

Global Intercompany Note : An Amended and Restated Global Intercompany Note exists with C1 Intermediate Corp., C1 Acquisition Corp., and ConvergeOne Holdings Corp., as well as the subsidiaries of ConvergeOne Holdings Corp., as parties to the Note. ¹

¹	Note balance may fluctuate from time to time and outstanding principal owed to any Grantor party thereto may be less than $1,000,000.

II-1

Schedule III to the

Guarantee and Collateral Agreement ²

U.S. COPYRIGHTS OWNED BY GRANTOR

U.S. COPYRIGHT REGISTRATIONS

Title of Work

Date of First
Publication

Nation of
Publication

Author

Application
Tracking No.

Registration No.

FastCall for Windows

01/05/1994

UISA

ConvergeOne, Inc.

(Registered under Spanlink Communications, Inc. as predecessor-in-interest by merger)

N/A

TXu 000612991

PENDING U.S. COPYRIGHT APPLICATIONS FOR REGISTRATION

None.

²	Inclusion of intellectual property on this Schedule III does not represent or warrant that such intellectual property is material to any Grantor.

III-1

PATENTS OWNED BY GRANTORS

None.

III-2

TRADEMARK/TRADE NAMES OWNED BY GRANTORS

U.S. TRADEMARK REGISTRATIONS


Mark	Serial No.	Filing Date	Reg. No.	Reg. Date	Owner
CONVERGEONE (Block Letters)	76672322	02/07/2007	3925749	03/01/2011	ConvergeOne, Inc.

PERFORMANCE READINESS CENTER (Block Letters)	76656082	03/02/2006	3373445	01/22/2008	ConvergeOne, Inc. (as successor-in-name of North American Communications Resource, Inc.)

THE PEOPLE WHO KNOW COMMUNICATIONS (Word Only)	76504164	04/0/42003	2942665	04/19/2005	ConvergeOne, Inc. (as successor-in-name of North American Communications Resource, Inc.)

NACR OVATION (Block Letters)	85979410	08/20/2013	4389685	08/20/2013	ConvergeOne, Inc. (as successor-in-name of North American Communications Resource, Inc.)

C1 CONVERGEONE	86731352	08/20/2015	5182412	04/11/2017	ConvergeOne, Inc.

C1 Logo	86731268	08/20/2015	5177258	04/04/2017	ConvergeOne, Inc.

SPANLINK SOLUTIONAUDIT	77796131	07/05/2011	3990618	07/05/2011	ConvergeOne, Inc. (as successor-in-name of Spanlink Communications, Inc. by merger)

EXTRAAGENT	75023386	11/22/1995	2084788	07/29/1997	ConvergeOne, Inc. (as successor-in-name of Spanlink Communications, Inc. by merger)

SOCIALWATCH	85191658	12/06/2010	4050723	11/01/2011	ConvergeOne, Inc. (as successor-in-name of Spanlink Communications, Inc. by merger)

SPANLINK and Curved Lines Design	78692848	08/15/2005	3432797	05/20/2008	ConvergeOne, Inc. (as successor-in-name of Spanlink Communications, Inc. by merger)

III-3

U.S. TRADEMARK APPLICATIONS

None.

III-4

Schedule IV to the

Guarantee and Collateral Agreement

UCC FILING OFFICES


Grantor		Filing Office
C1 Intermediate Corp.		Delaware Secretary of State

ConvergeOne Holdings Corp.		Delaware Secretary of State

ConvergeOne, Inc.		Minnesota Secretary of State

IV-1

Schedule V to the

Guarantee and Collateral Agreement

UCC INFORMATION


Grantor / Legal Name	Type of Entity	Mailing Address	State Organizational Number	Federal Taxpayer Identification Number	Jurisdiction of Organization
C1 Intermediate Corp.	Corporation	233 Wilshire Blvd., Suite 800 Santa Monica, CA 90401	5530736	46-5680101	DE
ConvergeOne Holdings Corp.	Corporation	3344 Highway 149 Eagan, MN 55121	4096344	20-4202326	DE
ConvergeOne, Inc.	Corporation	3344 Highway 149 Eagan, MN 55121	7Z-481	41-1763228	MN

Changes to the Above Information:

None.

V-1

Schedule VI to the

Guarantee and Collateral Agreement

LOCATIONS OF COLLATERAL

None.

B(ii) Leased Locations of Collateral


Grantor	Address	County	State
C1 Intermediate Corp.	N/A	N/A	N/A

ConvergeOne Holdings Corp.	175 Rennell Drive Southport, CT 06890	Fairfield County	CT

ConvergeOne, Inc.	3344 Highway 149 Eagan, MN 55121	Dakota County	MN

	1856 Corporate Drive, #170 Norcross, GA 30093	Gwinnett County	GA

	N19 W24400 Riverwood Dr., #375 Pewaukee, WI 53188	Waukesha County	WI

	8800 Lyra Dr., Suite 250 Columbus, OH 43420	Franklin County	OH

	11065 Aurora Ave. Urbandale, IA 50322	Polk County	IA

	3350 SW 148th Ave., Suite 140 Miramar, FL 33027	Broward County	FL

	7000 W. 45th, #1D Amarillo, TX 71909	Randall County/Potter County	TX

	6021 University Blvd., Suite 260 Ellicott City, MD 21042	Howard County	MD

	2400 E. Katella Ave., Suite 670 Anaheim, CA 92806	Orange County	CA

	9016B Washington NE Albuquerque, NM 87113	Bernalillo County	NM

	1111 North Loop West Suite #515 Houston, TX 77008	Harris County	TX

	246 Industrial Way Eatontown, NJ 07724	Monmouth County	NJ

	420 W. Main Street, Suite 300 Boise, ID 83702	Ada County	ID

	10475 Crosspoint Blvd, Indianapolis, IN 46256	Marion County	IN

	1255 Crescent Green, Suite 145 Cary, NC 27518	Wake County	NC

	2800 North Central Avenue, Suites 1535 and	Maricopa	AZ

VI-1



1550 Phoenix, AZ 85004	County

7807 East Peakview Avenue, #120 Centennial, CO 80111	Arapahoe County	CO

1404 N. Main Street, Suite 101 Meridian, ID 83642	Ada County	ID

825 Chicago Avenue, Suite C1 Evanston, IL 60202	Cook County	IL

5940 Golden Hills Drive Golden Valley, MN 55416	Hennepin County	MN

723 S. 3rd Street, Suite 105 Las Vegas, NV 89101	Clark County	NV

230 Park Avenue, Suites 125, 5, & 7 New York, NY 10169	New York County	NY

5335 Meadows Road, Suite 155 Lake Oswego, OR 97035	Clackamas County	OR

110 Wild Basin Road, Suite 230 Austin, TX 78746	Travis County	TX

101 E. Park Blvd, Suite 951 Plano, TX 75074	Collin County	TX

849 West LeVoy Drive, Suites 100 and 104 Salt Lake City, UT 84123	Salt Lake County	UT

4290 E. Brickell St. Ontario, CA 91761	San Bernardino County	CA

9 Corporate Park, Suite 150 Irvine, CA 92606	Orange County	CA

6190 CornerStone Court, Suite 105 San Diego, CA 92121	San Diego County	CA

400 N. Brand Blvd., Suite 930 Glendale, CA 91203	Los Angeles County	CA

6956 Indiana Ave., Suite 5 Riverside, CA 92506	Riverside County	CA

940 Riverside Parkway, Suite 70 West Sacramento, CA 95605	Yolo County	CA

B(iii) Locations of Collateral in Possession of Persons Other Than Grantors or any Subsidiary

None.

VI-2

Schedule VII to the

Guarantee and Collateral Agreement

DEPOSIT ACCOUNTS

Company

Bank

Account #

Account Type

C1 Intermediate Corp.

ConvergeOne Holdings Corp.

ConvergeOne, Inc.

VII-1

Schedule VIII to the

Guarantee and Collateral Agreement

CHATTEL PAPER

None.

VIII-1

Exhibit A to the

Guarantee and

Collateral Agreement

SUPPLEMENT NO. [•] (this “ Supplement ”) dated as of [•], to the Guarantee and Collateral Agreement dated as of June 20, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Guarantee and Collateral Agreement ”), among C1 Intermediate Corp., a Delaware corporation (“ Holdings ”), ConvergeOne Holdings Corp., a Delaware corporation, (“ C1H ”), ConvergeOne, Inc., a Minnesota corporation (together with C1H, the “ Borrower ”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “ Grantors ”) and Wells Fargo Commercial Distribution Finance, LLC, as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “ Administrative Agent ”) for the Secured Parties (as defined therein).

A. Reference is made to the Revolving Loan Credit Agreement dated as of June 20, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, Holdings, the lenders from time to time party thereto (the “ Lenders ”), and Wells Fargo Commercial Distribution Finance, LLC, as Administrative Agent for the Lenders.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable.

C. The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 7.15 of the Guarantee and Collateral Agreement provides that certain additional Restricted Subsidiaries of the Borrower may become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned subsidiary (the “ New Subsidiary ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit, as consideration for Loans previously made and Letters of Credit previously issued, to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations and to induce the Banking Services Creditors to enter into and/or maintain Banking Services Obligations with one or more Loan Parties.

Accordingly, the Administrative Agent and the New Subsidiary agree as follows:

A-1

Agent, for the benefit of the Secured Parties, their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement). Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

SECTION 3. This Supplement 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 Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile, pdf or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Subsidiary hereby represents and warrants to the Administrative Agent and the Secured Parties that as of the date hereof (a) Schedule I attached hereto correctly sets forth (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary, (ii) any and all Intellectual Property now owned by the New Subsidiary, (iii) the locations of Collateral owned by the New Subsidiary, (iv) the Deposit Accounts maintained by the New Subsidiary and (v) Chattel Paper of the New Subsidiary, and (b) set forth under its signature hereto, is the exact legal name (as such name appears on its certificate or articles of incorporation or formation) of the New Subsidiary and its jurisdiction of organization.

SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be given as provided in Section 7.01 of the Guarantee and Collateral Agreement.

SECTION 9. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement as provided in Section 9.05 of the Credit Agreement.

A-2

IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.


[NAME OF NEW SUBSIDIARY],

By:
		Name:
		Title:
		Address;
		Legal Name:
		Jurisdiction of Formation:

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC , as Administrative Agent,

By:
		Name:
		Title:

A-3

Schedule I to the

Supplement to Guarantee

and Collateral Agreement

Collateral of the New Subsidiary

EQUITY INTERESTS

Issuer

Number of
Certificate

Registered Owner

Number and Class
of Equity Interest

Percentage of
Equity Interests

PLEDGED DEBT SECURITIES

Issuer

Principal Amount

Date of Note

Maturity Date

PLEDGED DEBT SECURITIES

[Follow format of Schedules III through VIII to the

Guarantee and Collateral Agreement.]

Schedule I

Exhibit 26

Execution Version

$430,000,000

TERM LOAN AGREEMENT

dated as of

June 20, 2017

among

CONVERGEONE HOLDINGS CORP.,

as the Borrower,

C1 INTERMEDIATE CORP.,

as Holdings

THE LENDERS PARTY HERETO ,

JPMORGAN CHASE BANK, N.A. ,

as Administrative Agent and as Collateral Agent

JPMORGAN CHASE BANK, N.A.,

CREDIT SUISSE SECURITIES (USA) LLC,

WELLS FARGO SECURITIES, LLC, and

NATIXIS, NEW YORK BRANCH,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS


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ARTICLE I

*Definitions*

SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Terms Generally	52
SECTION 1.03.	Classification of Term Loans and Borrowings	53
SECTION 1.04.	Rounding	53
SECTION 1.05.	References to Agreements and Laws	53
SECTION 1.06.	Times of Day	53
SECTION 1.07.	Timing of Payment or Performance	53
SECTION 1.08.	Pro Forma Calculations	54
SECTION 1.09.	Limited Condition Transactions	55
SECTION 1.10.	Basket Amounts and Application of Multiple Relevant Provisions	56
SECTION 1.11.	Certifications	56

ARTICLE II

*The Term Loans*

SECTION 2.01.	Term Loan Commitments	56
SECTION 2.02.	Term Loans	56
SECTION 2.03.	Borrowing Procedure	57
SECTION 2.04.	Evidence of Debt; Repayment of Term Loans	58
SECTION 2.05.	Administration Fees	58
SECTION 2.06.	Interest on Term Loans; Retroactive Adjustments of Applicable Percentage	58
SECTION 2.07.	Default Interest	59
SECTION 2.08.	Alternate Rate of Interest	59
SECTION 2.09.	Termination of Term Loan Commitments	59
SECTION 2.10.	Conversion and Continuation of Borrowings	59
SECTION 2.11.	Repayment of Borrowings	60
SECTION 2.12.	Optional Prepayment	60
SECTION 2.13.	Mandatory Prepayments	67
SECTION 2.14.	Reserve Requirements; Change in Circumstances	70
SECTION 2.15.	Change in Legality	72
SECTION 2.16.	Breakage	72
SECTION 2.17.	Pro Rata Treatment; Intercreditor Agreement	73
SECTION 2.18.	Sharing of Setoffs	74
SECTION 2.19.	Payments	74
SECTION 2.20.	Taxes	74
SECTION 2.21.	Replacement of Lenders; Defaulting Lenders; Duty to Mitigate	77
SECTION 2.22.	Incremental Term Loans	79
SECTION 2.23.	Amend and Extend	81
SECTION 2.24.	Refinancing Loans	82

ARTICLE III

*Representations and Warranties*

SECTION 3.01.	Organization; Powers	83

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SECTION 3.02.	Authorization		84
SECTION 3.03.	Enforceability		84
SECTION 3.04.	Governmental Approvals		84
SECTION 3.05.	Financial Statements		84
SECTION 3.06.	No Material Adverse Change		85
SECTION 3.07.	Title to Properties		85
SECTION 3.08.	Subsidiaries		85
SECTION 3.09.	Litigation; Compliance with Laws		85
SECTION 3.10.	Federal Reserve Regulations		85
SECTION 3.11.	Investment Company Act		85
SECTION 3.12.	Taxes		86
SECTION 3.13.	No Material Misstatements		86
SECTION 3.14.	Employee Benefit Plans		86
SECTION 3.15.	Environmental Matters		86
SECTION 3.16.	Security Documents		87
SECTION 3.17.	[Reserved]		87
SECTION 3.18.	Labor Matters		87
SECTION 3.19.	Solvency		87
SECTION 3.20.	Intellectual Property		87
SECTION 3.21.	Subordination of Junior Financing		87
SECTION 3.22.	Anti-Terrorism; OFAC; FCPA		87

ARTICLE IV

*Conditions Precedent*

SECTION 4.01.	All Term Loans		88
SECTION 4.02.	Initial Term Loan		88

ARTICLE V

*Affirmative Covenants*

SECTION 5.01.	Existence; Compliance with Laws; Businesses and Properties		90
SECTION 5.02.	Insurance		91
SECTION 5.03.	Taxes		92
SECTION 5.04.	Financial Statements, Reports, etc.		92
SECTION 5.05.	Notices		94
SECTION 5.06.	Information Regarding Collateral		94
SECTION 5.07.	Maintaining Records; Access to Properties and Inspections		95
SECTION 5.08.	Use of Proceeds		95
SECTION 5.09.	Further Assurances		95
SECTION 5.10.	Mortgaged Properties		98
SECTION 5.11.	Designation of Subsidiaries		98
SECTION 5.12.	Credit Ratings		99
SECTION 5.13.	Post-Closing Matters		99
SECTION 5.14.	Quarterly Lender Calls		99

ARTICLE VI

*Negative Covenants*

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SECTION 6.01.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		99
SECTION 6.02.	Liens		105
SECTION 6.03.	Restricted Payments		105
SECTION 6.04.	Fundamental Changes		110
SECTION 6.05.	Dispositions		112
SECTION 6.06.	Transactions with Affiliates		115
SECTION 6.07.	Restrictive Agreements		117
SECTION 6.08.	Business of the Borrower and Its Restricted Subsidiaries		119
SECTION 6.09.	Modification of Junior Financing Documentation		119
SECTION 6.10.	Changes in Fiscal Year		119
SECTION 6.11.	Permitted Activities		119
SECTION 6.12.	Hedging Agreements		120

ARTICLE VII

*Events of Default*

SECTION 7.01.	Events of Default		120

ARTICLE VIII

*The Administrative Agent and the Collateral Agent*

ARTICLE IX

*Miscellaneous*

SECTION 9.01.	Notices		126
SECTION 9.02.	Survival of Agreement		129
SECTION 9.03.	Binding Effect		129
SECTION 9.04.	Successors and Assigns		130
SECTION 9.05.	Expenses; Indemnity		138
SECTION 9.06.	Right of Setoff; Payments Set Aside		139
SECTION 9.07.	Applicable Law		140
SECTION 9.08.	Waivers; Amendment		140
SECTION 9.09.	Interest Rate Limitation		142
SECTION 9.10.	Entire Agreement		142
SECTION 9.11.	WAIVER OF JURY TRIAL		142
SECTION 9.12.	Severability		142
SECTION 9.13.	Counterparts		143
SECTION 9.14.	Headings		143
SECTION 9.15.	Jurisdiction; Consent to Service of Process		143
SECTION 9.16.	Confidentiality		144
SECTION 9.17.	Electronic Execution of Assignments		144
SECTION 9.18.	No Advisory or Fiduciary Responsibility		145
SECTION 9.19.	Release of Collateral		145
SECTION 9.20.	USA PATRIOT Act Notice		146
SECTION 9.21.	Lender Action		146
SECTION 9.22.	Intercreditor Agreement		146
SECTION 9.23.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions		146

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SCHEDULES
Schedule 1.01(a) – Subsidiary Guarantors
Schedule 1.01(b) – Existing Investments
Schedule 2.01 – Lenders and Term Loan Commitments
Schedule 3.08 – Subsidiaries
Schedule 3.09 – Litigation
Schedule 3.15 – Environmental Matters
Schedule 3.18 – Labor Matters
Schedule 3.20 – Intellectual Property
Schedule 5.13 – Post-Closing Matters
Schedule 6.01 – Existing Indebtedness
Schedule 6.02 – Existing Liens

EXHIBITS

Exhibit A-1 – Form of Assignment and Acceptance

Exhibit A-2 – Form of Affiliated Lender Notice

Exhibit A-3 – Form of Affiliated Lender Assignment and Assumption

Exhibit A-4 – Form of Acceptance and Prepayment Notice

Exhibit A-5 – Form of Discount Range Prepayment Notice

Exhibit A-6 – Form of Discount Range Prepayment Offer

Exhibit A-7 – Form of Solicited Discounted Prepayment Notice

Exhibit A-8 – Form of Solicited Discounted Prepayment Offer

Exhibit A-9 – Form of Specified Discount Prepayment Notice

Exhibit A-10 – Form of Specified Discount Prepayment Response

Exhibit B – Form of Note

Exhibit C – Form of Borrowing Request

Exhibit D – Form of Conversion/Continuation Request

Exhibit E – Form of Prepayment Notice

Exhibit F – Form of Non-Bank Certificate

Exhibit G – Form of Guarantee and Collateral Agreement

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TERM LOAN AGREEMENT

This TERM LOAN AGREEMENT, dated as of June 20, 2017 (as modified and supplemented and in effect from time to time, this “ Agreement ”), among ConvergeOne Holdings Corp., a Delaware corporation (the “ Borrower ”), C1 Intermediate Corp., a Delaware corporation (“ Holdings ”), the Lenders (as defined herein) and JPMORGAN CHASE BANK, N.A. (together with its affiliates, including J.P. Morgan Securities LLC, “ JPMCB ”), as Administrative Agent and Collateral Agent. JPMCB, CREDIT SUISSE SECURITIES (USA) LLC, WELLS FARGO SECURITIES, LLC and NATIXIS, NEW YORK BRANCH, are joint lead arrangers and joint bookrunners for the Term Loan Facility. Capitalized terms used in this Agreement shall have the meanings set forth in Article I .

RECITALS

WHEREAS, the Borrower has requested that the Lenders (as defined below) extend credit to the Borrower in the form of a senior secured term loan facility consisting of $430,000,000 aggregate principal amount of Term Loans (as defined below) pursuant to the terms of, and subject to the conditions set forth in, this Agreement;

WHEREAS, the proceeds of the Term Loans will be used by the Borrower (i) on the Closing Date, to repay certain existing Indebtedness of the Borrower in full and to pay the Transaction Expenses and (ii) following the Closing Date, for working capital needs and general corporate purposes of the Borrower and its Restricted Subsidiaries (including any purposes permitted by this Agreement); and

WHEREAS, the Lenders have indicated their willingness to extend the Term Loans to the Borrower on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:

“ ABL Obligations ” shall have the meaning assigned to such term in the Intercreditor Agreement.

“ ABR ”, when used in reference to any Term Loan or Borrowing, refers to whether such Term Loan, or the Term Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acceptable D isc ount ” shall have the meaning set forth in Section 2.12(f)(iv)(B) .

“ Acceptable P rep ayment Amount ” shall have the meaning set forth in Section 2.12(f)(iv)(C) .

“ Acceptance a nd Prepayment Notice ” shall mean a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit A-4 .

“ Acceptanc e Da te ” shall have the meaning set forth in Section 2.12(f)(iv)(B) .

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“ Acquired Ind ebt edness ” shall mean, with respect to any specified Person,

(a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Addit ional Lend er ” shall mean, at any time, any Person that is not an existing Lender and that agrees to provide any portion of any (a) Incremental Term Loans in accordance with Section 2.22 or (b) Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with Section 2.24 ; provided that such Additional Lender shall be an Eligible Assignee that meets the requirements to be an assignee of Term Loans under Sections 9.04(b) and (c) .

“ Adjus ted LIB O R ate ” shall mean, for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the product of (i) the LIBO Rate in effect for such Interest Period and (ii) Statutory Reserves. Notwithstanding anything herein to the contrary, the Adjusted LIBO Rate shall not be less than 1.00% per annum at any time.

“ Administration Fees ” shall have the meaning assigned to such term in Section 2.05 .

“ Administ rativ e Agent ” shall mean JPMCB, in its capacity as administrative agent for the Lenders, and shall include any successor thereto appointed pursuant to Article VIII .

“ Administ rativ e Questionnaire ” shall mean an Administrative Questionnaire in such form as may be supplied from time to time by the Administrative Agent.

“ Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified; prov ided , howev er , that no Lender (nor any Affiliate of any Lender) shall be deemed to be an Affiliate of the Borrower or any of its subsidiaries by virtue of its capacity as a Lender hereunder.

“ Aff iliated L end er ” shall mean, at any time, any Lender that is the Sponsor or a Non-Debt Fund Affiliate (but in no event shall an Affiliated Lender include a Company Party).

“ Affiliated L end er Assignment and Assumption ” shall have the meaning assigned to such term in Section 9.04(m)(i) .

“ Af filiated L end er Cap ” shall have the meaning assigned to such term in Section 9.04(m)(iv) .

“ Ag ent-Relate d P ersons ” shall mean the Agents, together with their respective Affiliates, officers, directors, employees, partners, agents, advisors and other representatives.

“ Agents ” shall have the meaning assigned to such term in Article VIII .

“ Agreemen t ” shall have the meaning assigned to such term in the preamble .

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“ All-In Yield ” shall mean, as to any Indebtedness, the effective interest rate with respect thereto (calculated after giving effect to any amendment to the applicable interest margin on such Indebtedness that became effective subsequent to the Closing Date but prior to the date of determination) as reasonably determined by the Administrative Agent taking into account the interest rate, margin, original issue discount, upfront fees and eurodollar rate floor or base rate floor; pro vided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity of such Indebtedness (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, fu rth er that “All-in Yield” shall not include customary arrangement, commitment, underwriting, structuring, amendment or similar fees (regardless of whether paid in whole or in part to any or all lenders) and other fees not paid generally to all lenders of such Indebtedness.

“ Applicable Disc ount ” shall have the meaning set forth in Section 2.12(f)(iii)(B) .

“ Applicable P erc entage ” shall mean, for any day, 4.75% per annum with respect to any Eurodollar Term Loan and 3.75% per an num with respect to any ABR Term Loan.

“ Appropriate Lender ” shall mean, at any time, with respect to Term Loans of any Class, the Lenders of such Class.

“ Arrangers ” shall mean JPMCB, CS, WF and Natixis.

“ A ssig nment a nd Acceptance ” shall mean an assignment and acceptance entered into by any Lender and any assignee, and accepted by the Administrative Agent and, to the extent required by Section 9.04(b) , consented to by the Borrower, substantially in the form of Exhibit A-1 or such other form as shall be reasonably approved by the Administrative Agent.

“ Assignment T ime ” shall have the meaning assigned to such term in the recitals hereto.

“ Auction Agent ” shall mean (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.12(f) ; provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

“ Avail able Amoun t ” shall mean, at any time (the “ Reference Time ”), an amount, not less than zero in the aggregate, equal to the sum (without duplication) of:

(a) the greater of (i) $10,000,000 and (ii) 12.0% of Consolidated EBITDA; plus

(b) an amount determined on a cumulative basis equal to 50% of Consolidated Net Income for each fiscal period of the Borrower ended on or after the Closing Date and prior to the Reference Time for which Section 5.04 Financials have been delivered to the Administrative Agent; plus

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(c) 100% of the aggregate net cash proceeds received by the Borrower or a Restricted Subsidiary (without the issuance of additional Equity Interests in such Restricted Subsidiary) following the Closing Date (other than (i) to the extent used to fund Permitted Investments or Restricted Payments pursuant to Se ction 6.03(b ), and (ii) net cash proceeds to the extent such net cash proceeds have been used pursuant to Section 6.01(b)(xi)(A) ) from the issue or sale of:

(i) (A) Equity Interests of the Borrower, including Treasury Capital Stock, but excluding cash proceeds received from the sale of:

(x) Equity Interests to members of management, directors or consultants of the Borrower, Restricted Subsidiaries and any direct or indirect parent company of the Borrower, following the Closing Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 6.03(b)(iv) ; and

(y) Designated Preferred Stock;

(B) to the extent such net cash proceeds are actually contributed to the capital of the Borrower or any Restricted Subsidiary (without the issuance of additional Equity Interests of such Restricted Subsidiary), Equity Interests of the Borrower’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 6.03(b)(iv)) ; or

(ii) debt of the Borrower or any Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of the Borrower or a direct or indirect parent company of the Borrower; or

(iii) Disqualified Stock of the Borrower or any Restricted Subsidiary that has been converted into or exchanged for Qualified Capital Stock of the Borrower;

prov ided , ho wev er , that this paragraph (c) shall not include the proceeds from (w) Refunding Capital Stock, (x) Equity Interests or convertible debt securities sold to the Borrower or a Restricted Subsidiary, as the case may be, (y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (z) Excluded Contributions; plus

(d) 100% of the aggregate amount of cash contributed to the capital of the Borrower following the Closing Date (other than (i) net cash proceeds to the extent utilized pursuant to Section 6.01(b)(xi)(A) , (ii) to the extent applied to fund Permitted Investments or Restricted Payments pursuant to Se ction 6.03(b) , (iii) by a Restricted Subsidiary and (iv) any Excluded Contributions); plus

(e) 100% of the aggregate amount received in cash or Cash Equivalents by the Borrower or a Restricted Subsidiary by means of:

(i) the sale, transfer or other disposition (other than to the Borrower, a Restricted Subsidiary or any direct or indirect parent company of the Borrower) of, or interest, returns, profits, distribution, income or similar amounts in respect of, Restricted Investments made by the Borrower or its Restricted Subsidiaries and repurchases and

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redemptions of such Restricted Investments from the Borrower or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Borrower or its Restricted Subsidiaries, in each case following the Closing Date; or

(ii) the sale, transfer or other disposition (other than to the Borrower, a Restricted Subsidiary or any direct or indirect parent company of the Borrower) of the stock of an Unrestricted Subsidiary (other than to the extent such Investment constituted a Permitted Investment) or any minority Investments or other joint venture (that is not a Restricted Subsidiary) or a dividend or distribution from an Unrestricted Subsidiary or any minority Investment or other joint venture (that is not a Restricted Subsidiary) or other interest, return of principal, repayment and or similar payments by such Unrestricted Subsidiary or minority Investment following the Closing Date; plus

(f) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary, as reasonably determined by the Borrower in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than to the extent such Investment constituted a Permitted Investment; plus

(g) an amount equal to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Borrower or any Restricted Subsidiary in respect of any Investments made pursuant to Section 6.03(a) , plus

(h) the aggregate amount of all cash proceeds actually received by the Borrower or any Subsidiary Guarantor from any Disposition or casualty event to the extent such proceeds are not required to be applied to prepay the Term Loans in accordance with Section 2.13(a) solely because the amount of such proceeds is below the dollar threshold provided in the definition of “Prepayment Asset Sale”, plus

(i) any Declined Proceeds.

“ Available I ncre mental Amount ” shall have the meaning assigned to such term in Section 2.22(a) .

“ Bail- In Acti on ” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legi sla tion ” shall mean, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bankruptcy C ode ” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” shall have the meaning assigned to such term in the preamble .

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“ Borrower Mat eri als ” shall have the meaning assigned to such term in Section 5.04 .

“ Borrower Offer of Specified Discount Prepayment ” shall mean the offer by any Company Party to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.12(f)(ii) .

“ Borrower Solicitation of Discount Range Prepayment Offers ” shall mean the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.12(f)(iii) .

“ Borrower Solicitation of Discounted Prepayment Offers ” shall mean the solicitation by any Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.12(f)(iv) .

“ Borrowin g ” shall mean Term Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar Term Loans, as to which a single Interest Period is in effect.

“ Borrowing Reque st ” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C , or such other form as shall be approved by the Administrative Agent.

“ Breakage Eve nt ” shall have the meaning assigned to such term in Section 2.16 .

“ Busines s D a y ” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are generally authorized or required by law to close; provided , howev er , if such day relates to any interest rate settings as to a Eurodollar Term Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Term Loan, or any other dealings in dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Term Loan, such day shall also exclude any day on which dealings in deposits in dollars are not conducted by and between banks in the London interbank eurodollar market.

“ Capita l Expendi tures ” shall mean, as to any Person for any period, the additions to property, plant and equipment and other capital expenditures of such Person and its subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of such Person, including all expenditures (whether paid in cash or accrued as liabilities) during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and its subsidiaries.

“ Capital Stock ” shall mean, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person.

“ Capita lized Lea se Obligations ” shall mean, as to any Person, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP.

“ Cash Equ ival ent s ” shall mean:

(a) dollars;

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(b) in the case of the Borrower or a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(c) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) of this definition entered into with any financial institution meeting the qualifications specified in such clause (d) ;

(f) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;

(g) marketable short-term money market and similar securities having a rating of P-1 or A-1 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency of national standing and reasonably satisfactory to the Administrative Agent) and in each case maturing within 24 months after the date of creation thereof;

(h) investment funds investing 95% of their assets in securities of the types described in clauses (a) through (g) of this definition;

(j) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA (or the equivalent thereof) or better by S&P or Aaa (or the equivalent thereof) or better by Moody’s;

(k) shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (j) of this definition; and

(l) in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (a) through (k ) or other high quality short term investments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (b) above, prov ided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

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“ Cash Pooling Ar rangements ” shall mean a deposit account arrangement among a single depository institution, the Borrower and one or more Foreign Subsidiaries involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located outside of the United States and any States and territories thereof) with such institution by the Borrower and such Foreign Subsidiaries for cash management purposes.

“ Change in Law ” shall mean (a) the adoption or taking effect of any law, rule, regulation or treaty after the date of this Agreement or, in the case of an assignee, such an adoption or taking effect after the date such Person became a party to this Agreement, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the date of this Agreement or, in the case of an assignee, such a change after the date such Person became a party to this Agreement, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority after the date of this Agreement or, in the case of an assignee, such a making or issuance after the date such Person became a party to this Agreement, including the compliance by any Lender (or, for purposes of Section 2.14 , by any lending office of such Lender or by such Lender’s holding company, if any) therewith; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

A “ Change of Contr ol ” shall be deemed to have occurred if:

(a) at any time prior to a Qualified Public Offering or Qualified Merger, (i) any combination of Permitted Investors shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate at least a majority of the Voting Equity Interests of Holdings, or (ii) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date, but excluding any of the Permitted Investors) shall own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, a greater amount of Voting Equity Interests of Holdings than all the Voting Equity Interests owned beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, by the Permitted Investors;

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(d) a “Change of Control” (or equivalent term) as defined in the Revolving Credit Documents or the definitive documentation for any Refinancing Indebtedness with respect to the Indebtedness under the Revolving Credit Documents.

“ Cla ss ” (a) when used with respect to any Lender, refers to whether such Lender has a Term Loan or Term Loan Commitment with respect to a particular Class of Term Loans or Term Loan Commitments, (b) when used with respect to Term Loans or a Borrowing, refers to whether such Term Loans, or the Term Loans comprising such Borrowing, are initial Term Loans, Extended Term Loans, Incremental Term Loans or Replacement Loans.

“ Closing Da te ” shall mean June 20, 2017.

“ Cod e ” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any legislation successor thereto.

“ Collateral ” shall mean all property and assets of the Loan Parties, now owned or hereafter acquired, upon or in respect of which a Lien is or is purported to be granted (or otherwise created) by any Security Document.

“ Collateral A gen t ” shall mean JPMCB, in its capacity as collateral agent for the Secured Parties, and shall include any successor thereto appointed pursuant to Article VIII .

“ Communic ation s ” shall have the meaning assigned to such term in Section 9.01 .

“ Company Parti es ” means the collective reference to Holdings, the Borrower and its subsidiaries and “ Company Party ” means any one of them.

“ Compliance Cert ificate ” shall mean a certificate delivered pursuant to Section 5.04(c) .

“ Conne ction I nco me Taxes ” shall mean, with respect to the Administrative Agent or any Lender, Taxes imposed on or measured by net income (however denominated) or franchise Taxes (or similar) or branch profits imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from the Administrative Agent or such Lender, as the case may be, having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Term Loan or Loan Document).

“ Consolidat ed ” or “ consolida ted ” with respect to any Person, unless otherwise specifically indicated, refers to such Person consolidated with the Borrower and its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“ Consol idated EB ITDA ” shall mean, for any period, Consolidated Net Income for such period, plus :

(a) without duplication and, except with respect to clauses (vi)(B) and (i x) below, to the extent deducted (and not added back or excluded) in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to the Borrower and its Restricted Subsidiaries:

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(i) Consolidated Interest Expense;

(ii) provision for Taxes based on income, profits or capital gains of the Borrower and its Restricted Subsidiaries, including federal, state, foreign, local, franchise and similar Taxes and foreign withholding Taxes paid or accrued during such period including penalties and interest related to such Taxes or arising from any tax examinations and payments made pursuant to any tax sharing agreements or arrangements among the Borrower, its Restricted Subsidiaries and any direct or indirect parent company of the Borrower (so long as such tax sharing payments are attributable to the operations of the Borrower and its Restricted Subsidiaries);

(iv) extraordinary, infrequent, unusual or non-recurring charges, expenses or losses;

(v) non-cash charges, expenses or losses (including (x) relating to the granting or vesting of restricted stock, stock options, warrants, stock appreciation and similar rights, “phantom” stock plans, non-compete agreements and other similar agreements, and (y) resulting from liabilities under permitted Hedging Agreements) and transaction fees and expenses incurred in connection with entering into permitted Hedging Agreements, and net unrealized losses or expenses from currency transactions gains or losses related to remeasurement of Indebtedness and unrealized foreign currency transaction losses ( provided that if any such non-cash charges, expenses or losses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period);

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improvements and synergies projected by the Borrower in good faith to be realized in connection with the Transactions, any Specified Transaction or the implementation of an operational initiative or operational change (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings, operating expense reductions, other operating improvements and synergies are factually supportable and reasonably anticipated to be realized in the good faith judgment of the Borrower, within 18 months after the consummation of the acquisition, permitted Investment, Disposition or the implementation of an initiative, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies, (y) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (vi)(B) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period and (z) the total add-back pursuant to this clause (vi)(B) shall not exceed 25.0% of Consolidated EBITDA in any four consecutive fiscal quarters of the Borrower (before giving effect to this clause (vi)(B) );

(vii) any director’s fees payable in cash during such period to any director of the Borrower (or any direct or indirect holding company parent of the Borrower, including Holdings), and the reimbursement of reasonable out-of-pocket costs and expenses for employees, consultants, directors, officers and board observers of the Borrower (or any direct or indirect holding company parent of the Borrower, including Holdings) or its Subsidiaries in the ordinary course of business;

(xi) any net loss from disposed, abandoned or discontinued operations or product lines;

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(xiv) all fees and expenses paid hereunder and/or under the Revolving Credit Documents, or any documents evidencing any Incremental Equivalent Debt or Replacement Loan and in connection with the amendment, restatement, supplement, modification or waiver of any Indebtedness, whether or not successful, and all ratings agency costs and expenses; and

(xv) other adjustments that are (A) recommended (in reasonable detail) by any due diligence quality of earnings report made available to the Administrative Agent conducted by financial advisors (which financial advisors are (x) nationally recognized or (y) reasonably acceptable to the Administrative Agent (it being understood and agreed that RSM US LLP or any of the “Big Four” accounting firms are acceptable)) prepared in connection with an acquisition that is a Permitted Investment or (B) contained in the Sponsor’s financial model dated May 13, 2017 delivered to the Arrangers; provided that any adjustments of the type contained in clause (vi)(B) of this definition shall be subject to the requirements set forth therein.

minus (b) without duplication and to the extent included in arriving at such Consolidated Net Income, (i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period) including non-cash gains as a result of last-in first-out and/or first-in first-out methods of accounting, (ii) any net gain from disposed, abandoned or discontinued operations or product lines, (iii) any extraordinary, infrequent, unusual or non-recurring net gains, and (iv) the amount of any minority interest income consisting of Restricted Subsidiary losses that are attributable to minority interests or non-controlling interests held by third parties in any Restricted Subsidiary; provided that:

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(including as a result of the contribution of any Term Loans by any Affiliated Lender to the Borrower or any Restricted Subsidiary, or the purchase of any Term Loans by the Borrower or any Restricted Subsidiary, as the case may be, as contemplated by this Agreement), (ii) obligations under any Hedging Agreements or (iii) other derivative instruments.

For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro f orma adjustments, in accordance with Section 1.08 .

“ Consoli dated Fu nded Indebtedness ” shall mean, as of any date of determination, the sum, without duplication, of (a) the total amount of Indebtedness under clauses ( a)(i) , (a)(ii) , (a)( ii i) (but, in the case of such clause (a)(iii) , only to the extent of any unreimbursed drawings thereunder) and (a)(iv) of the definition thereof of the Borrower and the Restricted Subsidiaries, plus (b) the greater of the aggregate liquidation value and maximum fixed repurchase price (without regard to any change of control or redemption premiums) of all Disqualified Stock of the Borrower and the Restricted Guarantors and all Preferred Stock of the Restricted Subsidiaries that are not Guarantors, in each case, as determined on a consolidated basis in accordance with GAAP; provided that (i) contingent obligations under Hedging Agreements and any agreement relating to treasury, depository, credit card, debit card and cash management services or automated clearinghouse transfer of funds or any similar services that are not yet due and owing, (ii) obligations owed by Unrestricted Subsidiaries, and (iii) Indebtedness in respect of letters of credit, except to the extent of amounts thereunder that remain unreimbursed for more than five Business Days after the date on which such amount is drawn, do not constitute Consolidated Funded Indebtedness.

“ Consolidated In terest Expense ” shall mean, for any period, without duplication, the sum of:

(a) consolidated interest expense of the Borrower and its Restricted Subsidiaries for such period (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, (vi) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (vii) costs of surety bonds in connection with financing activities, (viii) the interest component of any pension or other post-employment benefit expense, but excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Floorplan Advances or any other inventory financing agreement entered into in the ordinary course of business); plus

(b) consolidated capitalized interest of the Borrower and its Restricted Subsidiaries for such period, whether paid or accrued; less

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

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“ Consolid ated Ne t Income ” shall mean, for any period, the net income (loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided , how ev er , that (without duplication):

(a) any after-Tax effect of extraordinary or infrequent items (including gains or losses and all fees and expenses relating thereto) for such period shall be excluded;

(b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income shall be excluded;

(d) any net after-Tax effect of gains or losses ( less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments or the sale or other Disposition of any Equity Interests of any Person, in each case other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded;

(e) the net income (loss) for such period of any Person that is not a Subsidiary of the Borrower, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; p rovided that Consolidated Net Income for such period shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to the Borrower or a Restricted Subsidiary for such period;

(g) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs or any other equity-based compensation shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Borrower or any of its direct or indirect parents in connection with a Qualified Public Offering or Qualified Merger, shall be excluded;

(h) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, acquisition or any sale, conveyance, transfer or other Disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrower reasonably anticipates in the good faith judgment of the Borrower that indemnification or reimbursement for such amounts will be received and only to the extent that such amount (i) is not denied by the applicable carrier or indemnitor in writing and (ii) is in fact indemnified or reimbursed within 365 days of such determination shall be excluded (with a deduction in the applicable future period for any amount so excluded to the extent not so reimbursed within such 365 days), shall be excluded;

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(i) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower reasonably anticipates in the good faith judgment of the Borrower that such amount will in fact be reimbursed by the insurer and only to the extent that such amount (i) is not denied by the applicable carrier or indemnitor in writing and (ii) is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so excluded to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded;

(j) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or such Person’s assets are acquired by the Borrower or any of its Restricted Subsidiaries shall be excluded (except to the extent required for any calculation of Consolidated EBITDA on a pro forma basis);

(k) solely for the purpose of determining the amount available under clause (b) of the definition of “Available Amount”, the income of any Restricted Subsidiary of the Borrower that is not a Guarantor to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary (which has not been waived) shall be excluded, except (solely to the extent permitted to be paid) to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Restricted Subsidiaries by such Person during such period in accordance with such documents and regulations;

(l) the purchase accounting effects of adjustments in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of the Transactions or any acquisition constituting an Investment permitted under this Agreement consummated prior to or after the Closing Date, or the amortization or write-off of any amounts thereof shall be excluded;

(m) any income (or loss) for such period attributable to the early extinguishment or modification of (i) Indebtedness (including as a result of any prepayment or purchase by any Company Party or any Affiliated Lender and the contribution to the capital of the Borrower, as the case may be, of any Indebtedness or the cancellation thereof), (ii) any Hedging Agreements or (iii) other derivative instruments, in each case, shall be excluded; and

For the avoidance of doubt, Consolidated Net Income shall be calculated, including pro f orma adjustments, in accordance with Section 1.08 to the extent required for any calculation of Consolidated EBITDA.

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Notwithstanding the foregoing, for the purpose of Section 6.03 only (other than paragraph (c) of the definition of “Available Amount”), there shall be excluded from Consolidated Net Income any income arising from any sale or other Disposition of Restricted Investments made by the Borrower or any Restricted Subsidiary, any repurchases and redemptions of Restricted Investments from the Borrower or any Restricted Subsidiary, any repayments of loans and advances which constitute Restricted Investments by the Borrower or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under paragraph (d) of the definition of “Available Amount”.

“ Consolidate d To tal Assets ” shall mean, as of any date of determination, the total amount of all assets of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date, as expressly stated on the most recent balance sheet of the Borrower and its Restricted Subsidiaries delivered to the Administrative Agent and the Lenders.

“ Conso lidated Wo rking Capital ” shall mean, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (b) the effects of recapitalization or purchase accounting or (c) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under Hedging Agreements.

“ Contingent O bli gations ” shall mean, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that, in each case, do not constitute Indebtedness (“ primary oblig at ions ”) of any other Person (the “ pr imary o bligor ”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,

(a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, or

(b) to advance or supply funds

(i) for the purchase of payment of any such primary obligation, or

(ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(d) as an account party in respect of any letter of credit, letter of guaranty or bankers’ acceptance.

“ Control ” shall mean 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 ownership of Voting Equity Interests, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

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“ Conversion/Cont inuation Request ” shall mean a written request by the Borrower to convert or continue a Borrowing in accordance with Section 2.10 , which request shall be substantially in the form of Exhibit D .

“ CS ” shall mean Credit Suisse Securities (USA) LLC.

“ Current Assets ” shall mean, at any time, the consolidated current assets (other than cash and Cash Equivalents) of the Borrower and its Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments).

“ Current Liabili ties ” shall mean, at any time, the consolidated current liabilities of the Borrower and its Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current liabilities at such date of determination, but excluding, without duplication, (a) the current portion of any Indebtedness, (b) the outstanding principal amount of loans (other than, for the avoidance of doubt, Floorplan Advances) and the outstanding amount of letter or credit reimbursement obligations and the aggregate undrawn face amount of letters of credit, in each case, under the Revolving Credit Agreement, any Replacement Revolving Loan or any other revolving line of credit, (c) the current portion of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (d) accruals for current or deferred Taxes based on income or profits, (e) accruals of any costs or expenses related to restructuring reserves to the extent permitted to be included in the calculation of Consolidated EBITDA pursuant to the definition thereof, (f) the current portion of pension liabilities and (g) liabilities in respect of unpaid earnouts and accrued litigation settlement costs.

“ Debt Fund Affil iate ” shall mean any Affiliate of Holdings or the Sponsor (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and (a) whose managers have fiduciary duties to the third party investors in such fund or investment vehicle independent of their duties to Holdings or the Sponsor and (b) with respect to which the Sponsor does not, directly or indirectly, possess the power to direct or cause the direction of the investments or investment policies of such entity.

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

“ Default ” shall mean any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would constitute an Event of Default.

“ Defaulting L end er ” shall mean, subject to Section 2.21(c) , any Lender that (a) has failed to (i) fund all or any portion of the Term Loans required to be funded by it hereunder on the date required to be funded by it hereunder (unless such Lender has notified the Borrower and the Administrative Agent in writing that such Lender’s failure to fund a Term Loan hereunder is based on such Lender’s reasonable determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied) or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Administrative Agent and/or the Borrower

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in writing that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Term Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Sec tion 2.21(c) ) upon delivery of written notice of such determination to the Borrower and each Lender.

“ Designated Non- Cash Consideration ” shall mean the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by a Responsible Officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“ Designated P ref erred Stock ” shall mean Preferred Stock of the Borrower, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to the Borrower or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or its Subsidiaries) and is so designated as Designated Preferred Stock pursuant to an Officer’s Certificate executed by a Responsible Officer of the Borrower, no later than five (5) Business Days after the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in the definition of Available Amount.

“ Discount Pre pay ment Accepting Lender ” shall have the meaning set forth in Section 2.12)(f)(ii)(B) .

“ Discount Ran ge ” shall have the meaning set forth in Section 2.12(f)(iii)(A) .

“ Discount Ran ge Prepayment Amount ” shall have the meaning set forth in Section 2.12(f)(iii)(A) .

“ Discount Ran ge Prepayment Notice ” shall mean a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.12(f)(iii) substantially in the form of Exhibit A-5 .

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“ Discount Rang e Prepayment Offer ” shall mean the irrevocable written offer by a Lender, substantially in the form of Exhibit A-6 , submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

“ Discount Ran ge Prepayment Response Date ” shall have the meaning set forth in Section 2.12(f)(iii)(A) .

“ Discount Ran ge Proration ” shall have the meaning set forth in Section 2.12(f)(iii)(C) .

“ Discounted P rep ayment Determination Date ” shall have the meaning set forth in Section 2.12)(f)(iv)(C) .

“ Discounted P rep ayment Effective Date ” shall mean in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.12)(f)(ii)(A) , 2.12)(f)(iii) (A) or 2.12)(f)(iv)(A) , respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.

“ Discounted Term Loan Prepayment ” shall have the meaning set forth in Section 2.12(f)(i) .

“ Di sposition ” shall mean:

(a) the sale, conveyance, transfer or other Disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Borrower or any of its Restricted Subsidiaries; or

(b) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions.

“ Disqualifie d In stitutions ” shall mean (i) those banks, financial institutions and other institutional lenders, investors and funds that have been specified in writing to the Administrative Agent by the Borrower prior to the Closing Date (including their named Affiliates or such entities otherwise clearly identifiable as Affiliates solely on the basis of the similarity of their name (which such Affiliates may be designated in writing by the Borrower from time to time after the Closing Date; p rovided that, (x) any such additional designations shall become effective three (3) Business Days after delivery of such written notice to the Administrative Agent and (y) no such additional designations shall apply retroactively to disqualify any Person or entity that previously acquired an assignment, participation or allocation in any Term Loans)), and (ii) actual commercial competitors of the Borrower and its Subsidiaries identified in writing from time to time (which, for the avoidance of doubt, may not include institutions primarily engaged as principals in private equity or venture capital or any affiliated debt funds); provided that, (x) any such additional designations shall become effective three (3) Business Days after delivery of such written notice to the Administrative Agent and (y) no such additional designations shall apply retroactively to disqualify any Person or entity that previously acquired an assignment, participation or allocation in any Term Loans. The Disqualified Institutions list and any updates thereto shall be delivered to the Administrative Agent at JPMDQ_Contact@jpmorgan.com.

“ D isqualifie d St ock ” shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than

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solely for Capital Stock which is not Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (in each case, other than solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale shall be subject to the occurrence of the Termination Date or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder)), in whole or in part, in each case prior to the date 91 days after the Term Loan Maturity Date; provided , how ev er , that if such Capital Stock is issued to any plan for the benefit of employees of the Borrower or its subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“ d ollars ” or “ $ ” shall mean lawful money of the United States of America.

“ Domestic Subsid iary ” shall mean, with respect to any Person, any subsidiary of such Person other than a Foreign Subsidiary.

“ ECF Percenta ge ” shall mean, with respect to any fiscal year, 75%; provided , howev er , if the Total Net Leverage Ratio as of the end of a fiscal year is (a) less than or equal to 3.40 to 1.00 but greater than 2.90 to 1.00, then the ECF Percentage with respect to such fiscal year shall mean 50%, and (b) less than or equal to 2.90 to 1.00, then the ECF Percentage with respect to such fiscal year shall mean 0%.

“ EEA Financial I nstitution ” shall mean (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 Me mber C oun try ” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

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

“ Eligible Ass ign ee ” shall mean any Person other than a natural Person that is (i) a Lender, an Affiliate of any Lender or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), or (ii) a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of business; provided , no Disqualified Institution, Defaulting Lender, Loan Party or Affiliate of a Loan Party shall be an Eligible Assignee (except pursuant to any assignment to (x) the Company Parties pursuant to Sec tion 9.04(n) or (y) any Affiliated Lenders pursuant to Sec tion 9.04(m) ).

“ Envi ronment al L aws ” shall mean all applicable Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives and orders (including consent orders), having the force and effect of law, in each case, relating to protection of the environment or natural resources, or to human health and safety as it relates to protection from environmental hazards.

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“ Equity Interest s ” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that is under common control with any Loan Party under Section 414 of the Code or Section 4001 of ERISA.

“ ERISA E vent ” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, but excluding any event for which the 30-day notice period is waived, with respect to a Pension Plan, (b) the incurrence by any Loan Party or an ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of any Loan Party or an ERISA Affiliate from any Pension Plan or Multiemployer Plan that results in liability to a Loan Party, (c) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice of intent to terminate any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan, (d) the adoption of any amendment to a Pension Plan that would require the provision of security pursuant to the Code, ERISA or other applicable law, (e) the occurrence of a “prohibited transaction” (within the meaning of Section 4975 of the Code) with respect to which the Borrower or any Restricted Subsidiary is a “disqualified person” (within the meaning of Section 4975 of the Code) with respect to which the Borrower or any Restricted Subsidiary could reasonably be expected to have any liability, or (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of any Pension Plan or Multiemployer Plan or the appointment of a trustee to administer any Pension Plan.

“ EU Bail-In Legi slation Schedule ” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eurodollar ”, when used in reference to any Term Loan or Borrowing, refers to whether such Term Loan, or the Term Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Def aul t ” shall have the meaning assigned to such term in Article VII .

“ Excess Ca sh F lo w ” shall mean, for any fiscal year of the Borrower, an amount equal to:

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such period;

(ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income;

(iii) decreases in Consolidated Working Capital for such period;

(iv) an amount equal to the aggregate net non-cash loss on acquisitions, Investments or Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income;

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(v) expenses deducted from Consolidated Net Income during such period in respect of expenditures made during any prior period for which a deduction from Excess Cash Flow was made in such period pursuant to clause (b)(x) , ( b)( xi ) , ( b) ( x ii) or ( b )( xiv) below;

(vi) cash income or gain (actually received in cash) excluded from the calculation of Consolidated Net Income for such period pursuant to the definition thereof;

(vii) the amount by which any Tax expense deducted in determining Consolidated Net Income for such period exceeds the amount of cash Taxes (including penalties and interest or Tax reserves) and Tax distributions paid in such period;

(viii) any cash refunds received on account of cash payments previously made with respect to items amortized or expensed over a future period and recorded as a long-term asset;

(ix) any amounts received in cash as reimbursement or an insurance payment on account of any expense that reduced Consolidated Net Income in a prior period; and

(x) cash receipts in respect of Hedging Agreements to the extent not otherwise included in Consolidated Net Income; minus

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income, and cash charges included in clauses (a) through ( m ) of the definition of “Consolidated Net Income”;

(ii) without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed or accrued during such period, to the extent financed with Internally Generated Cash not constituting a Restricted Payment made pursuant to Section 6.03(a) or with the proceeds of any Excluded Contribution;

(iii) to the extent financed with Internally Generated Cash not constituting a Restricted Payment made pursuant to Section 6.03(a) or with the proceeds of any Excluded Contribution, the aggregate amount of all principal payments of Indebtedness of the Borrower or its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Lease Obligations and (B) the amount of any scheduled repayment of Term Loans pursuant to Se ction 2.11(a) , Extended Term Loans, Refinancing Loans, Incremental Term Loans, Replacement Loans or Incremental Equivalent Debt and any mandatory prepayment of Term Loans pursuant to Se ction 2.13(a) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans (other than mandatory prepayments referred to in clause (B) above) and (Y) all prepayments or repayments in respect of any revolving credit facility except regularly-scheduled payments thereof to the extent accompanied by a reduction in the commitments thereunder);

(iv) an amount equal to the aggregate net non-cash gain on acquisitions or Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income;

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(v) increases in Consolidated Working Capital for such period;

(vi) cash payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income and to the extent financed with Internally Generated Cash not constituting a Restricted Payment made pursuant to Section 6.03(a) or with the proceeds of any Excluded Contribution;

(vii) without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, and at the election of the Borrower, the amount of Investments and acquisitions made in cash during such period pursuant to Section 6.03 to the extent that such Investments and acquisitions were financed with Internally Generated Cash not constituting a Restricted Payment made pursuant to Section 6.03(a) or with the proceeds of any Excluded Contribution;

(viii) without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the aggregate amount of Capital Expenditures actually made by the Borrower and its Restricted Subsidiaries in cash during such period (including Capital Expenditures for the payment of financing fees) to the extent that such Capital Expenditures are not expensed during such period, in each case to the extent financed with Internally Generated Cash not constituting a Restricted Payment made pursuant to Section 6.03(a) or with the proceeds of any Excluded Contribution;

(ix) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, in each case to the extent financed with Internally Generated Cash not constituting a Restricted Payment made pursuant to Section 6.03(a) or with the proceeds of any Excluded Contribution;

(x) without duplication of amounts deducted from Excess Cash Flow in prior periods, and at the election of the Borrower, the aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries pursuant to binding contracts or executed letters of intent (the “ Contract Consi deration ”) entered into prior to or during such period relating to any Investment constituting an acquisition of assets constituting a business unit, line of business or division of, or all or substantially all of the Equity Interests of, another Person, Investments made pursuant to Section 6.03 , Capital Expenditures or acquisitions of intellectual property to be consummated or made, plus any restructuring cash expenses, pension payments or Tax contingency payments then due and payable that have been added to Excess Cash Flow pursuant to cl ause (a)(ii) above required to be made, in each case during four fiscal quarters following the end of such period; provided that to the extent the aggregate amount of Internally Generated Cash not constituting a Restricted Payment made pursuant to Section 6.03(a) or the proceeds of any Excluded Contribution actually utilized to finance such acquisitions, Investments, Capital Expenditures or acquisitions of intellectual property during such period is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow for the next fiscal year;

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(xi) the amount of cash Taxes (including penalties and interest or Tax reserves) and distributions made pursuant to Section 6.03(b)(xv)(B) paid in such period to the extent they exceed the amount of Tax expense deducted in determining Consolidated Net Income for such period;

(xii) cash expenditures in respect of Hedging Agreements during such period to the extent not deducted in arriving at such Consolidated Net Income;

(xiii) any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset; and

(xiv) reimbursable or insured expenses incurred during such period to the extent that such reimbursement has not yet been received and to the extent not deducted in arriving at such Consolidated Net Income.

Notwithstanding anything in the definition of any term used in the definition of “Excess Cash Flow” to the contrary, (a) all components of Excess Cash Flow shall be computed for the Borrower and its Restricted Subsidiaries on a consolidated basis, and (b) for each acquisition consummated during the applicable period, (x) the Consolidated Net Income of a target of any acquisition shall be included in such calculation only from and after the date of the consummation of such acquisition and (y) for the purposes of calculating Consolidated Working Capital, the (A) the Current Assets of the target of such acquisition as calculated as at the date of consummation of the applicable acquisition, and (B) the Current Liabilities of the target of such acquisition as calculated as at the date of consummation of the applicable acquisition, shall, in the case of both immediately preceding clauses (A) and (B), be deemed included at the beginning of such period for purposes of calculating Excess Cash Flow.

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

“ Excluded Contri butions ” shall mean Net Cash Proceeds, marketable securities or Qualified Proceeds received by or contributed to the Borrower from,

(a) contributions to its common equity capital, and

(b) the sale (other than to the Borrower or a subsidiary of the Borrower or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrower or a subsidiary of the Borrower) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Borrower,

in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate delivered to the Administrative Agent on or prior to the date of delivery of the Compliance Certificate following the date on which such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation of the Available Amount.

“ Excluded Do mes tic Holdco ” shall mean a Domestic Subsidiary, substantially all of the assets of which consist of Equity Interests of one or more Foreign Subsidiaries.

“ Excluded Do mest ic Subsidiary ” shall mean any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of a direct or indirect Foreign Subsidiary or (b) an Excluded Domestic Holdco.

“ Excluded For eig n Subsidiary ” shall mean a Foreign Subsidiary which is (a) a “controlled foreign corporation” (as defined in the Code), (b) a direct or indirect Foreign Subsidiary owned by a Foreign Subsidiary described in cl ause (a) , or (c) a Foreign Subsidiary that has no material assets other than Equity Interests of one or more Subsidiaries described in cl ause (a) .

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“ Excluded Inf orm ation ” has the meaning set forth in Section 2.12(f)(vi) .

“ E xcluded Par tie s ” shall have the meaning assigned to such term in Section 9.16 .

“ Excluded Subs id iary ” shall mean (a) any subsidiary that is not a Wholly-Owned Subsidiary, (b) any Immaterial Subsidiary, (c) any subsidiary that is prohibited by applicable law or contractual obligations from guaranteeing the Obligations, (d) any Unrestricted Subsidiary, (e) any Foreign Subsidiary or Excluded Domestic Subsidiary, (f) any captive insurance subsidiary, (g) any not-for-profit subsidiary, (h) any other subsidiary with respect to which in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of providing a guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (i) any subsidiary that would require governmental (including regulatory) consent, approval, license or authorization to provide such guaranty (unless such consent, approval, license or authorization has been received), (j) any subsidiary that is a special purpose entity and (k) any subsidiary if guaranteeing the Obligations by such subsidiary would result in material adverse tax consequences to Holdings or one of its Subsidiaries, as reasonably determined by the Borrower.

“ Excl uded Tax es ” shall mean any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender (collectively, a “ recipient ”), or required to be withheld or deducted from a payment to a recipient, (a) Taxes imposed on (or measured by) its net income and franchise (and similar) Taxes imposed on it in lieu of net income Taxes pursuant to the laws of the jurisdiction in which such recipient is organized or in which the principal office or applicable lending office of such recipient is located (or any political subdivision thereof), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Lender, any withholding Tax that is imposed on amounts payable to such recipient at the time such recipient becomes a party to this Agreement (other than an assignment pursuant to a request by the Borrower under Section 2.21(a) ) or designates a new lending office, except in each case to the extent that such recipient (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Sec tion 2.20(a) and (d) Taxes attributable to such recipient’s failure to comply with Section 2.20(e) , and (e) any U.S. federal withholding Taxes imposed under FATCA.

“ Existin g Cre dit Agreements ” shall mean (a) that certain First Lien Credit Agreement, dated as of June 17, 2014, among Holdings, the Borrower, the guarantors party thereto from time to time, Credit Suisse AG, as administrative agent and collateral agent, each lender from time to time party thereto, and Credit Suisse AG, as L/C issuer (as amended, supplemented or otherwise modified from time to time), and (b) that certain Second Lien Credit Agreement, dated as of June 17, 2014, among the Borrower, Holdings, the other guarantors party thereto from time to time, Credit Suisse AG, as administrative agent and collateral agent, and each lender from time to time party thereto (as amended, supplemented or otherwise modified from time to time), in each case, as in effect on the Closing Date immediately prior to the effectiveness of the Transactions.

“ Existing Ter m D ebt ” shall mean Indebtedness of the Borrower (and guarantees thereof by certain of its subsidiaries and by Holdings) outstanding under the Existing Credit Agreements.

“ Extended Ter m L oans ” shall have the meaning assigned to such term in Section 2.23(a) .

“ Exten sion ” shall have the meaning assigned to such term in Section 2.23(a) .

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“ Exten sion Am end ment ” shall mean an amendment to this Agreement (which may, at the option of the Administrative Agent, be in the form of an amendment and restatement of this Agreement) providing for any Extended Term Loans pursuant to Sec tion 2.23 , which shall be consistent with the applicable provisions of this Agreement and otherwise reasonably satisfactory to the parties thereto, including the Administrative Agent.

“ Extension Of fer ” shall have the meaning assigned to such term in Section 2.23(a) .

“ FATCA ” shall mean 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), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any laws, rules, regulations or official administrative pronouncements issued in connection with the implementation of any intergovernmental agreements entered into with respect to the foregoing.

“ Federal Funds E ffective Rate ” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.

“ Financial Offic er ” of any Person shall mean the chief executive officer, the president, chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person.

“ Flood Insurance Laws ” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“ Floorplan Advances ” shall mean the “Floorplan Advances” under (and as defined in) the Revolving Credit Agreement.

“ Foreign Len der ” shall mean any Lender that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, unless such Lender is a disregarded entity for U.S. federal income Tax purposes owned by a non-disregarded U.S. entity.

“ Foreign Net Cas h Proceeds ” has the meaning set forth in Section 2.13 .

“ Foreign Plan ” shall mean any pension plan, fund or other similar program (other than a government-sponsored plan) that (a) primarily covers employees of any Loan Party and/or any of its Restricted Subsidiaries who are employed outside of the United States and (b) is subject to any statutory funding requirement as to which the failure to satisfy results in a Lien or other statutory requirement permitting any Governmental Authority to accelerate the obligation of the Borrower or any Restricted Subsidiary to fund all or a substantial portion of the unfunded, accrued benefit liabilities of such plan.

“ Foreign Subsi di ary ” shall mean any direct or indirect Restricted Subsidiary of the Borrower which is not a Domestic Subsidiary.

“ Foreign Subs idi ary Excess Cash Flow ” has the meaning set forth in Section 2.13 .

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“ Fund Aff iliat e ” shall mean, collectively, any Debt Fund Affiliate and any Non-Debt Fund Affiliate.

“ GAAP ” shall mean United States generally accepted accounting principles.

“ Governing Board ” shall mean, with respect to any Person, the duly elected and incumbent board of directors, board of managers or other equivalent governing body of such Person.

“ Gove rnment Secu rities ” shall mean securities that are:

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“ Governmental Au thority ” shall mean the government of the United States of America or any other nation, 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.

“ Granting Lender ” shall have the meaning assigned to such term in Section 9.04(j) .

“ Guara ntee an d C ollateral Agreement ” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit G , dated as of the Closing Date, among the Loan Parties party thereto and the Collateral Agent for the benefit of the Secured Parties.

“ Guarantors ” shall mean Holdings and the Subsidiary Guarantors.

“ Hazardous Mater ials ” shall mean any material, substance or waste classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant” under any Environmental Laws.

“ Hedging Agre eme nt ” shall mean any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“ Hedging Obligat ions ” shall mean, with respect to any Person, the obligations of such Person under any Hedging Agreement.

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“ Hedging Termina tion Value ” shall mean, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).

“ Holdings ” shall have the meaning assigned to such term in the preamble .

“ Iden tified P art icipating Lenders ” shall have the meaning set forth in Section 2.12(f)(iii)(C) .

“ Identified Q ual ifying Lenders ” shall have the meaning set forth in Section 2.12(f)(iv)(C) .

“ Immaterial S ubs idiary ” shall mean each of the Restricted Subsidiaries of the Borrower for which (i) the assets of such Restricted Subsidiary constitute less than 2.5% of Consolidated Total Assets and (ii) such Restricted Subsidiary contributes less than 2.5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, in each case that has been designated as such by the Borrower in a written notice delivered to the Administrative Agent (other than any such Restricted Subsidiary as to which the Borrower has revoked such designation by written notice to the Administrative Agent); provided that (a) the Consolidated Total Assets attributable to all such Restricted Subsidiaries shall not exceed 5.0% of Consolidated Total Assets and (b) the Consolidated EBITDA attributable to all such Restricted Subsidiaries shall not exceed 5.0% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries.

“ Incremental Ame ndment ” shall have the meaning assigned to such term in Section 2.22(b) .

“ Incre mental Equ ivalent Debt ” shall mean Indebtedness, in an amount not to exceed the then-available Available Incremental Amount, incurred by the Borrower consisting of senior secured first lien notes or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case on terms and subject to conditions to be mutually agreed between the Borrower and the lenders providing such Incremental Equivalent Debt.

“ Incrementa l Fac ility Closing Date ” shall have the meaning assigned to such term in Section 2.22(b) .

“ Incre mental Ter m Loans ” shall have the meaning assigned to such term in Section 2.22(a) .

“ Indeb tedness ” shall mean, with respect to any Person, without duplication:

(a) any indebtedness of such Person, whether or not contingent:

(i) in respect of borrowed money;

(ii) evidenced by bonds, notes, debentures or similar instruments;

(iii) evidenced by letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(iv) Capitalized Lease Obligations;

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(vi) representing any Hedging Obligations;

provid ed , ho wev er , that notwithstanding the foregoing, Indebtedness shall be deemed not to include any (i) Contingent Obligations incurred in the ordinary course of business, (ii) obligations under or in respect of Floorplan Advances and other inventory financing agreements entered into in the ordinary course of business, (iii) trade accounts and accrued expenses payable in the ordinary course of business, (iv) any earn-out, purchase price or working capital adjustment obligation, non-compete agreement obligations, consulting obligations and deferred compensation obligations until any such obligation is not paid within five Business Days after becoming due and payable, (v) accruals for payroll and other liabilities accrued in the ordinary course of business, (vi) liabilities associated with customer prepayments and deposits, and (vii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Hedging Termination Value thereof as of such date. The amount of Indebtedness of any Person under cl ause (c ) above shall be deemed to equal the lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as reasonably determined by such Person in good faith.

“ Indemnified Tax es ” shall mean (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (ii) Other Taxes.

“ I ndemnitee ” shall have the meaning assigned to such term in Section 9.05(b) .

“ Insolvency Proc eedings ” shall mean, with respect to any Person, any case or proceeding with respect to such Person under any Debtor Relief Law, or the appointment, whether at common law, in equity or otherwise, of any trustee, custodian, receiver, liquidator or the like for all or any material portion of the property of such Person.

“ Intell ectual Pr operty Security Agreement ” shall mean one or more trademark security agreements, patent security agreements or copyright security agreements, in each case executed and/or delivered by any Loan Party and in form and substance reasonably satisfactory to the Collateral Agent.

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“ Intercreditor A greement ” shall mean the Intercreditor Agreement, dated as of the Closing Date, among the administrative agent under the Revolving Credit Agreement, as the ABL Agent (as defined therein), and the Collateral Agent, as the Term Loan Agent (as defined therein).

“ Interest Paymen t Date ” shall mean (a) with respect to any ABR Term Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Term Loan, the last day of the Interest Period applicable to such Term Loan and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“ Int erest Per iod ” shall mean with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one, two, three or six months (or twelve months or shorter than one month, in each case, if available to all of the Lenders) (or such other periods acceptable to the Lenders) thereafter, as the Borrower may elect; prov ided , howev er , that 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.

“ Internally G ene rated Cash ” shall mean any amount expended by the Borrower and its Restricted Subsidiaries and not representing (a) a reinvestment by the Borrower or any Restricted Subsidiaries of the Net Cash Proceeds of any Prepayment Asset Sale outside the ordinary course of business or Property Loss Event, (b) the proceeds of any issuance of any Disqualified Stock, Preferred Stock or long-term Indebtedness of the Borrower or any Restricted Subsidiary (other than Indebtedness under any revolving credit facility) or (c) any credit received by the Borrower or any Restricted Subsidiary with respect to any trade in of property for substantially similar property or any “like kind exchange” of assets.

“ Interpolated Ra te ” shall mean, in relation to LIBO Rate, the rate which results from interpolating on a linear basis between: (a) the applicable LIBO Rate for the longest period (for which LIBO Rate is available) which is less than the Interest Period of that Loan; and (b) the applicable LIBO Rate for the shortest period (for which LIBO Rate is available) which exceeds the Interest Period of that Loan, each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period of that Loan.

“ Investme nt G rad e Rating ” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other rating agency of national standing and reasonably satisfactory to the Administrative Agent.

“ Investment G rad e Securities ” shall mean:

(a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(b) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Holdings, the Borrower and its subsidiaries;

(c) investments in any fund that invests exclusively in investments of the type described in c lauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and

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(d) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ Investments ” shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans, guarantees, advances, issuances of letters of credit or similar financial accommodations or capital contributions (excluding accounts receivable, trade credit, management fees, advances to customers, commission, travel, entertainment, relocation, payroll and similar advances to directors, officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value but giving effect to any returns or distributions received by such Person with respect thereto. For purposes of the definition of “Unrestricted Subsidiary” and Section 6 .03 :

(a) “Investments” shall include the portion (proportionate to the Borrower’s direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of a subsidiary of the Borrower at the time that such subsidiary is designated an Unrestricted Subsidiary; provided , ho we ver , that upon a redesignation of such subsidiary as a Restricted Subsidiary, the Borrower or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(i) the Borrower’s direct or indirect “Investment” in such subsidiary at the time of such redesignation; minus

(ii) the portion (proportionate to the Borrower’s direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of such subsidiary at the time of such redesignation; and

“ IRS ” shall mean U.S. Internal Revenue Service and any successor Governmental Authority.

“ JPMCB ” shall have the meaning assigned to such term in the preamble .

“ Judg ment Cur ren cy ” shall have the meaning assigned to such term in Section 9.15(d) .

“ Junio r Finan cin g ” shall mean any Subordinated Indebtedness or any Consolidated Funded Indebtedness that is unsecured or secured on a junior lien basis to the Liens securing the Obligations (other than, for the avoidance of doubt, the ABL Obligations), in each case which is Material Indebtedness.

“ Junior Finan cin g Documentation ” shall mean any indenture and/or other agreement pertaining to Junior Financing and all documentation delivered pursuant thereto.

“ LCT Election ” shall mean the Borrower’s election to treat a specified transaction as a Limited Condition Transaction in accordance with Section 1.09 .

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“ LCT Test Date ” shall have the meaning assigned to such term in Section 1.09 .

“ Lenders ” shall mean (a) the Persons listed on Sched ule 2.01 (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance or pursuant to Section 2.21(a) ) and (b) any Person that shall have become a party hereto pursuant to an Assignment and Acceptance.

“ LIBO Rate ” shall mean (i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period; provided that if LIBO Rate is quoted under either of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, LIBO Rate shall be equal to the Interpolated Rate.

“ Lien ” shall mean, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof and any other agreement to give a security interest in such asset; provided that in no event shall an operating lease or occupancy agreement be deemed to constitute a Lien.

“ Limited Cond iti on Transaction ” shall mean any Investment, or any acquisition of any assets, business or Person, permitted hereunder (subject to Sec tion 1.09 ) by the Borrower or one or more of its Restricted Subsidiaries, including by way of merger or amalgamation, whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“ Limited Conditi on Transaction Agreement ” as defined in Section 1.09 .

“ Limited Non-G ua rantor Debt Exceptions ” shall have the meaning assigned to such term in Section 6.01(g) .

“ Loan Documen ts ” shall mean this Agreement, the Security Documents, the Notes (if any), each Compliance Certificate, each Officer’s Certificate, and each other certificate, agreement or other document expressly designated as a “Loan Document” by the Borrower or any other Loan Party.

“ Lo an Parties ” shall mean the Borrower and the Guarantors.

“ Ma rgin Stock ” shall have the meaning assigned to such term in Regulation U.

“ Material Adve rs e Effect ” shall mean a material adverse effect (a) on the business, operations, assets, financial condition or results of operations of the Borrower and its Restricted Subsidiaries, taken as a whole or (b) on any material rights and remedies of the Administrative Agent and the Lenders under any Loan Document, taken as a whole.

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“ Material Indebt edness ” shall mean Indebtedness (other than the Term Loans), or Hedging Obligations, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount greater than or equal to $15,000,000. For purposes of determining “Material Indebtedness”, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Hedging Obligation at any time shall be the Hedging Termination Value therefor.

“ Maxi mum Rate ” shall have the meaning assigned to such term in Section 9.09 .

“ Minimum Thres ho ld ” shall mean (a) in the case of ABR Term Loans, $500,000 or an integral multiple of $100,000 in excess thereof and (b) in the case of Eurodollar Term Loans, $1,000,000 or an integral multiple of $500,000 in excess thereof.

“ MNPI ” shall mean material non-public information with respect to Holdings, the Borrower or any of their respective subsidiaries or the respective securities of any of the foregoing.

“ Moody ’ s ” shall mean Moody’s Investors Service, Inc., or any successor thereto.

“ Mortgaged Prope rties ” shall mean each parcel of fee owned real property located in the United States with a book value in excess of $5,000,000 (at the Closing Date or, with respect to fee owned real property acquired after the Closing Date, at the time of acquisition) and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.09 or Section 5.10 to secure the Secured Obligations.

“ Mortgaged Property Owner ” shall mean, with respect to (i) each Mortgaged Property and (ii) each real property required to become a Mortgaged Property pursuant to Section 5.09 and/or Section 5.10, the Borrower and/or Restricted Subsidiary or Restricted Subsidiaries that own(s) such Mortgaged Property or real property, as applicable.

“ Mortgages ” shall mean the mortgages, deeds of trust and other security documents granting a Lien on any fee owned real property of a Loan Party, together with its interest in such fee owned real property, to secure the Secured Obligations, each in a form reasonably satisfactory to the Collateral Agent.

“ Multiemploye r P lan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA under which the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates has any obligation or liability (contingent or otherwise).

“ Natixis ” shall mean Natixis, New York Branch.

“ Net Cash Procee ds ” shall mean (a) with respect to any Disposition or Property Loss Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds subsequently received (as and when received) in respect of deferred payments or noncash consideration initially received, net of any costs relating to the Disposition thereof), net of (i) out-of-pocket expenses incurred (including reasonable and customary broker’s fees or commissions, investment banking, consultant, legal, accounting or similar fees, survey costs, title insurance premiums, and related search and recording charges, transfer, deed, recording and similar Taxes incurred by the Borrower and its Restricted Subsidiaries in connection therewith), and the Borrower’s good faith estimate of Taxes paid or payable (including payments under any tax sharing agreement or arrangement of the type described in cl ause (a)(ii) of the definition of Consolidated EBITDA), in connection with such Disposition or such Property Loss Event (including, in the case of any such Disposition or Property Loss Event in respect of property of any Foreign Subsidiary, Taxes payable upon the repatriation of any such proceeds), (ii) amounts

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provided as a reserve, in accordance with GAAP, against any (x) liabilities under any indemnification obligations or purchase price adjustment associated with such Disposition and (y) other liabilities associated with the asset disposed of and retained by the Borrower or any of its Restricted Subsidiaries after such Disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters ( provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligation which is secured by a Lien on the asset sold that (A) has priority over the Lien securing the Obligations and which is repaid (other than Indebtedness hereunder) or (B) is required to be repaid and is repaid pursuant to intercreditor arrangements entered into by the Administrative Agent or the Collateral Agent, (iv) in the case of any such Disposition or Property Loss Event by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iv) ) attributable to minority interests and not available for distribution to or for the account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof and (v) any funded escrow established pursuant to the documents evidencing any such sale or Disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or Disposition ( pr ovided that to the extent that any amounts are released from such escrow to any Loan Party or a Restricted Subsidiary, such amounts net of any related expenses shall constitute Net Cash Proceeds), and (b) with respect to any incurrence of Indebtedness or issuance of Equity Interests, the cash proceeds thereof, net of all Taxes (including, in the case of such Indebtedness incurred by a Foreign Subsidiary, Taxes payable upon the repatriation of any such proceeds) and customary fees, commissions, costs and other expenses incurred by the Borrower and its Restricted Subsidiaries in connection therewith.

“ Non-Consenting Lender ” shall have the meaning assigned to such term in Section 2.21(a) .

“ Non-D ebt Fun d A ffiliate ” shall mean any Affiliate of Holdings, but excluding (a) Holdings and its Subsidiaries, (b) any Debt Fund Affiliate and (c) any natural person.

“ Not e ” shall have the meaning assigned to such term in Section 2.04(e) .

“ NYFRB ” shall mean the Federal Reserve Bank of New York.

“ NYFRB Rate ” shall mean, 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” shall mean 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.

“ Obligations ” shall mean the unpaid principal of and interest on the Term Loans and all other obligations and liabilities of the Borrower or any other Loan Party to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document and whether on account of principal, interest, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid pursuant hereto or any other Loan Document and including interest accruing after the maturity of the Term Loans and interest accruing after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such claim for post-filing or post-petition interest is allowed in such proceeding) or other amounts payable by any Loan Party under any Loan Document.

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“ Offered Amount ” shall have the meaning set forth in Section 2.12(f)(iv)(A) .

“ Offered Disc oun t ” shall have the meaning set forth in Section 2.12(f)(iv)(A) .

“ Officer ’ s Ce rti ficate ” shall mean a certificate signed on behalf of the Borrower by a Responsible Officer of the Borrower.

“ Othe r Applic abl e Indebtedness ” shall have the meaning set forth in Section 2.13(a) .

“ Other Taxes ” shall mean any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document (other than an assignment made pursuant to Section 2.21 ).

“ Overnig ht Ba nk Funding Rate ” shall mean, 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 its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“ Parent ” shall mean a Person formed for the purpose of owning all of the Equity Interests, directly or indirectly, of Holdings.

“ Part icipatin g L ender ” shall have the meaning set forth in Section 2.12(f)(iii)(B) .

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ Pension Even t ” shall mean (a) the whole or partial withdrawal of a Loan Party or any Restricted Subsidiary from a Foreign Plan during a Foreign Plan year, (b) the filing or a notice of interest to terminate in whole or in part a Foreign Plan or the treatment of a Foreign Plan amendment as a termination or partial termination, (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Foreign Plan, (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of a trustee to administer, any Foreign Plan, (e) the failure to satisfy any statutory funding requirement, (f) the adoption of any amendment to a Foreign Plan that would require the provision of security pursuant to applicable law or (g) any other extraordinary event or condition with respect to a Foreign Plan which, with respect to each of the foregoing clauses, could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan.

“ Pension Plan ” shall mean any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan or Foreign Plan) that is subject to Title IV of ERISA and/or Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has any obligation or liability (contingent or otherwise).

“ Perfection Cert ificate ” shall mean a perfection certificate executed by the Loan Parties in a form reasonably approved by the Collateral Agent, as the same shall be supplemented in writing from time to time in accordance with the Guarantee and Collateral Agreement.

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“ Permitted Asset Swap ” shall mean, to the extent allowable under Section 1031 of the Code, the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets (excluding any boot thereon) between the Borrower or any of its Restricted Subsidiaries and another Person.

“ Permit ted In ves tments ” shall mean:

(a) any Investment in the Borrower or any of its Restricted Subsidiaries; provided that the fair market value of all Investments made by Loan Parties in Restricted Subsidiaries that are not Loan Parties or otherwise required to become Loan Parties in accordance with Section 5.09 made pursuant to this clause (a) shall not exceed (x) the greater of (i) $10,000,000 and (ii) 1.75% of Consolidated Total Assets, plus (y) an additional amount so long as, at the time of such Investment, both immediately before and after giving effect to such Investment, (i) no Event of Default has occurred and is continuing and (ii) on a pro forma basis, the Total Net Leverage Ratio shall be less than or equal to 4.00 to 1.00;

(b) any Investment in cash and Cash Equivalents (including Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made) or Investment Grade Securities;

(c) any Investment by the Borrower or any of its Restricted Subsidiaries in (including the acquisition thereof) a Person that is engaged in a Similar Business if, (x) both immediately before and after giving effect to such Investment, no Event of Default has occurred and is continuing and (y) as a result of such Investment:

(i) such Person is required to become a Loan Party in accordance with Section 5.09 ; or

and, in each case, any Investment held by such Person; provide d that such Investment was not made or acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(e) any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date, or an Investment consisting of any extension, modification or renewal of any Investment existing on the Closing Date, in each case, if greater than $5,000,000 as listed on Schedule 1.01(b) ; provi ded that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Agreement;

(f) any Investment acquired by the Borrower or any of its Restricted Subsidiaries:

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(i) in exchange for any other Investment (including debt obligations and Equity Interests) or accounts receivable held by the Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(ii) as a result of a foreclosure by the Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(g) Hedging Obligations permitted under Section 6.01(b)(ix) ;

(h) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Borrower or any of its direct or indirect parent companies; pro vided , howe ver , that such Equity Interests will not increase the Available Amount;

(i) Indebtedness permitted under Section 6.01 ;

(j) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 6.06 (except transactions described in c lauses (c)(ix), (x) and (xiii) thereof);

(k) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(l) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (l) that are at the time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the sum of (A) the greater of $10,000,000 and 1.75% of Consolidated Total Assets at the time of such Investment, pl us (B) so long as, at the time of such Investment, both immediately before and after giving effect to such Investment, no Event of Default has occurred and is continuing, the Net Cash Proceeds from any Disposition or Property Loss Event which are not required to be used prior to such time to prepay Term Loans or reinvested (other than in reliance on this clause (l) ) pursuant to Section 2.13(b) and which are not used for purposes of clause (a) above;

(m) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 6.05 ;

(n) advances to, or guarantees of Indebtedness of, directors, employees, officers and consultants not in excess of $5,000,000 outstanding at any one time, in the aggregate;

(o) loans and advances to officers, directors and employees for moving or relocation expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent company thereof;

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(q) additional Investments in joint ventures in an aggregate amount at any time outstanding not in excess of the greater of (i) $5,000,000 and (ii) 0.875% of Consolidated Total Assets;

(s) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;

(t) Investments in industrial development or revenue bonds or similar obligations secured by assets leased to and operated by the Borrower or any of its subsidiaries that were issued in connection with the financing of such assets, so long as the Borrower or any such subsidiary may obtain title to such assets at any time by optionally canceling such bonds or obligations, paying a nominal fee and terminating such financing transaction;

(u) deposits made by the Borrower and Foreign Subsidiaries in Cash Pooling Arrangements;

(v) extensions of trade credit in the ordinary course of business;

(w) investments in vendors, suppliers and customers not in excess of $5,000,000 for any vendor, supplier and customer and not in excess of $20,000,000 for all such investments;

(x) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 6.03(a) , 6.03(b)(iv) or 6.03(b)(xv) , such Investment being treated for purposes of the applicable clause of Section 6.03 , including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment;

(y) advances of payroll payments to employees in the ordinary course of business;

(z) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any Restricted Subsidiary; and

(aa) guarantees by any Loan Party or any Restricted Subsidiary of leases or of obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business.

“ Permitted I nves tors ” shall mean (a) the Sponsor, (b) any Person who is an officer or otherwise a member of management of the Parent or any of its subsidiaries on or after the Closing Date, (c) any Related Entity of any of the foregoing Persons and (d) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that in the case of such “group” and without giving effect to the existence of such “group” or any other “group,” such Persons specified in cl auses (a) , (b) or (c) (subject, in the case of officers, to the foregoing limitation) above, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Equity Interests of the Parent or any of its direct or indirect parent entities held by such “group”.

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“ Permitted Liens ” shall mean, with respect to any Person:

(e) covenants, conditions, easements, rights-of-way, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances and minor title defects, in each case affecting real property and that do not in the aggregate materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and any exceptions on the Title Policies issued in connection with the Mortgaged Properties;

(f) Liens securing Indebtedness permitted to be incurred pursuant to Section 6.01(b)(iv) , ( xiii) , (xv) , (xxii) and ( xx vi) ; pr ovid ed , that (i) Liens securing Indebtedness permitted to be incurred pursuant to paragraphs (iv) and (xiii) of such Section 6.01(b) are solely on the assets financed, purchased, constructed, improved, acquired or assets of the acquired entity, as the case may be, and such Liens attach concurrently with or, in the case of paragraph (iv) of such Section 6.01(b) , within 270 days after the purchase, construction, improvement or acquisition of such assets and (ii) Liens securing Indebtedness permitted to be incurred pursuant to paragraph (xv) of such Section 6.01(b) shall be subject to the Intercreditor Agreement;

(g) Liens existing on the Closing Date and described in all material respects on Schedule 6.02 ;

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(h) Liens on property or shares of stock of a Person at the time such Person becomes a subsidiary; pr ovided , ho we ver , such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a subsidiary; pr ovided , fu rt her , that such Liens may not extend to any other property owned by the Borrower or any of its Restricted Subsidiaries;

(i) Liens on property at the time the Borrower or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Borrower or any of its Restricted Subsidiaries; provided , ho we ver , that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided , furt her , that the Liens may not extend to any other property owned by the Borrower or any of its Restricted Subsidiaries;

(j) Liens securing Indebtedness or other obligations of the Borrower or a Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary permitted to be incurred in accordance with Section 6.01(b)(vii) ;

(l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to clause (c) , (f) or (k) of the definition of “Permitted Investments”, to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 6.05 , in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(m) leases, subleases, licenses or sublicenses or operating agreements (including the provision of software or licenses and sublicenses of other intellectual property rights) granted to others by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business which do not interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or which do not secure any Indebtedness;

(n) Liens arising from UCC financing statement filings regarding operating leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;

(o) Liens in favor of the Borrower or any Restricted Guarantor;

(p) Liens on inventory or equipment of the Borrower or any of its Restricted Subsidiaries granted in the ordinary course of business to the Borrower’s or such Restricted Subsidiary’s clients or customers at which such inventory or equipment is located;

(q) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business or with respect to intellectual property that is not material to the business of the Borrower or any of its Restricted Subsidiaries;

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clauses (f) , (g) , (h) and ( i) ; p rovi ded , ho we ver , that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (f) , (g) , (h) and ( i) at the time the original Lien became a Permitted Lien hereunder, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement and (iii) such new Lien shall be subject to the Intercreditor Agreement to the same extent as the original Lien was subject thereto;

(t) Liens (i) securing judgments, orders or awards for the payment of money not constituting an Event of Default under Section 7.01(i) , (ii) arising out of judgments or awards against the Borrower or any of its Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and for which adequate reserves have been made with respect thereto on the books of the applicable Person in accordance with GAAP and (iii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made with respect thereto on the books of the applicable Person in accordance with GAAP;

(v) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) in favor of banking institutions arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions, (iv) that are contractual rights of setoff or rights of pledge relating to (A) purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business or (B) pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, and (v) including holdbacks on amounts deposited to secure obligations for charge-backs in respect of credit card and other payment processing services in the ordinary course of business;

(w) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.01 ; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

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(y) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(z) Liens securing (i) the Obligations and the Secured Obligations and (ii) Incremental Equivalent Debt permitted to be incurred under Section 2.22(d) ;

(aa) Liens on cash deposits of the Borrower and Foreign Subsidiaries subject to a Cash Pooling Arrangement or otherwise over bank accounts of the Borrower and Foreign Subsidiaries maintained as part of the Cash Pooling Arrangement, in each case securing liabilities for overdrafts of the Borrower and Foreign Subsidiaries participating in such Cash Pooling Arrangements;

(bb) any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement, provided that no such encumbrance or restriction affects in any way the ability of the Borrower or any Restricted Subsidiary to comply with Section 5.09 ;

(cc) Liens on property subject to Sale and Lease-Back Transactions permitted hereunder and general intangibles related thereto;

(dd) Liens consisting of contractual restrictions of the type described in the definition of Restricted Cash;

(ee) Liens securing obligations under inventory financing agreements entered into in the ordinary course of business and Liens securing inventory financing agreements encumbering the applicable manufacturer’s or vendor’s identified goods which are the subject of such inventory financing arrangement, proceeds thereof (including any accounts receivable proceeds) and customary collateral ancillary thereto; provided that the agent, lender or other financing source in respect of such Indebtedness has entered into an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower;

(gg) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(hh) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;

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(ii) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Restricted Subsidiaries to secure the performance of the Borrower’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises;

(jj) Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; and

(kk) deposit arrangements in the ordinary course of business under which software or source code is placed in escrow with customers on a non-exclusive basis.

“ Person ” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“ Platform ” shall have the meaning assigned to such term in Section 5.04 .

“ Preferre d Sto ck ” shall mean any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“ Prepayment Asse t Sale ” shall mean any Disposition, to the extent that (a) the aggregate Net Cash Proceeds of such Disposition exceed $3,000,000 and (b) the aggregate Net Cash Proceeds of all such Dispositions, together with all such Property Loss Events, without giving effect to the dollar thresholds in the definition thereof, during any fiscal year exceed $7,500,000; pro v ided , howev er , that the term “Prepayment Asset Sale” shall not include (i) any transaction permitted (or not expressly prohibited) by Section 6.05 (other than transactions consummated in reliance on Section 6.05(o) , (p), (q) and (r) ) or (ii) any Disposition of ABL Priority Collateral (as defined in the Intercreditor Agreement) so long as the ABL Obligations are outstanding.

“ Prep ayme nt Noti ce ” shall mean a written notice of prepayment of Term Loans in accordance with Section 2.12 , which notice shall be substantially in the form of Exhibit E .

“ Prime Rate ” shall mean the rate of interest per annum determined from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City and notified to the Borrower. The prime rate is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such rate.

“ Principal P ayme nt Date ” shall mean the last Business Day of each March, June, September and December, commencing September 30, 2017.

“ Property Loss E vent ” shall mean any event that gives rise to the receipt by the Borrower or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon but excluding any equipment, fixed assets or real property that is ABL Priority Collateral (as defined in the Intercreditor Agreement) so long as ABL Obligations are outstanding) to replace or repair such equipment, fixed assets or real property; provi ded , how ev er , for purposes of determining whether a prepayment under Section 2.13(a) would be required, a Property Loss Event shall be deemed to have occurred only to the extent that the aggregate Net Cash Proceeds (a) of such event exceed $3,000,000 and (b) of all such events, together with all Dispositions that constitute Prepayment Asset Sales without giving effect to the dollar thresholds in the definition thereof, during any fiscal year exceed $7,500,000.

“ Pu b lic Lender ” shall have the meaning assigned to such term in Section 5.04 .

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“ Qualifie d Cap it al Stock ” of any Person shall mean any Equity Interest of such Person that is not Disqualified Stock.

“ Qualified Merge r ” shall mean, with respect to Holdings (or a direct or indirect parent of Holdings), the merger or consolidation with and into, or the dissolution or liquidation into, a special purpose acquisition company (or a subsidiary thereof), so long as (i) if Holdings is party to any such merger, consolidation, dissolution or liquidation, Holdings is the surviving or continuing entity of such merger, consolidation, dissolution or liquidation or the applicable surviving or continuing entity has assumed all obligations of Holdings under this Agreement and each other Loan Document pursuant to documentation acceptable to the Administrative Agent, (ii) the special purpose acquisition company is a publicly listed company, (iii) the Collateral after giving effect to any such merger, consolidation, dissolution or liquidation shall be identical in all material respects to the Collateral prior to giving effect to such merger, consolidation, dissolution or liquidation, (iv) any security interests granted to the Collateral Agent for the benefit of the Lenders and the other Secured Parties pursuant to the Security Documents in the assets of Holdings (or such surviving or continuing entity) and the other Loan Parties shall remain in full force and effect and perfected to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution or liquidation, and all actions required to maintain said perfected status have been taken, and (v) in connection therewith, Holdings (or a direct or indirect parent of Holdings) or the Borrower, as applicable, receives net proceeds of at least $50,000,000 that, if received by Holdings (or such direct or indirect parent of Holdings), are contributed by Holdings (or such direct or indirect parent of Holdings) to the Borrower.

“ Qualified Proce eds ” shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Borrower reasonably and in good faith.

“ Qualified Publi c Offering ” shall mean the initial underwritten primary public offering of common Equity Interests of Holdings (or a direct or indirect parent of Holdings) or the Borrower pursuant to an effective registration statement (other than on Form S-8) filed with the SEC in accordance with the Securities Act that results in Holdings (or a direct or indirect parent of Holdings) or the Borrower, as applicable, receiving net proceeds of at least $50,000,000 that, if received by Holdings (or such direct or indirect parent of Holdings), are contributed by Holdings (or such direct or indirect parent of Holdings) to the Borrower.

“ Qualifying L end er ” shall have the meaning set forth in Section 2.12(f)(iv)(C) .

“ Refinanced T erm Loans ” shall have the meaning assigned to such term in Section 2.24(a) .

“ Refin ancing ” shall mean the repayment in full of the Existing Term Debt, and the termination and release of all commitments, security interests and guaranties in connection therewith.

“ Refinancing Ame ndment ” shall have the meaning assigned to such term in Section 2.24(d) .

“ Refin ancing Ind ebtedness ” shall have the meaning assigned to such term in Section 6.01(b)(xii) .

“ Refunding Ca pit al Stock ” shall have the meaning assigned to such term in Section 6.03(b)(ii) .

“ R egister ” shall have the meaning assigned to such term in Section 9.04(e) .

“ Regul ation T ” shall mean Regulation T of the Board and all official rulings and interpretations thereunder or thereof.

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“ Regulation U ” shall mean Regulation U of the Board and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” shall mean Regulation X of the Board and all official rulings and interpretations thereunder or thereof.

“ Related Busines s Assets ” shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless substantially concurrently following receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“ Related Enti ty ” shall mean: (a) with respect to Clearlake Capital Group, L.P., (i) any investment fund controlled by or under common control with Clearlake Capital Group, L.P., any officer, director or person performing an equivalent function of the foregoing persons, or any entity controlled by any of the foregoing Persons and (ii) any spouse or lineal descendant (including by adoption and stepchildren) of the officers and directors referred to clause (a)(i) above; and (b) with respect to any officer of the Borrower or its subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of the officer and (ii) any trust, corporation or partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held by the beneficiaries, equityholders, partners or owners who are the officer, any of the persons described in clause (b)(i) above or any combination of these identified relationships.

“ Related Fund ” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans or similar extensions of credit, any other fund that invests in bank loans or similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“ Relat ed Parties ” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, trustees, agents and advisors of such Person and such Person’s Affiliates.

“ Re lease ” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment.

“ Replacement Loa n ” shall mean any Replacement Revolving Loan or Replacement Term Loan.

“ Replacement Rev olving Loan ” shall mean one or more new revolving loans that result from a Refinancing Amendment in accordance with Section 2.24 .

“ Replacem ent T er m Loan ” shall mean one or more new Borrowings of Term Loans that result from a Refinancing Amendment in accordance with Section 2.24 , which may be in the form of one or more series of senior secured notes or loans (each of which may be secured by the Collateral on a pari passu or junior basis with the Term Loans) or unsecured loans or notes.

“ Repricing Trans action ” shall mean (a) any prepayment, repayment or repricing of the initial Term Loans with the proceeds of, or any conversion of the initial Term Loans into, any new or replacement tranche of term loans or Indebtedness incurred to prepay, repay, refinance or replace the initial Term Loans the primary purpose of which is to reduce the All-In Yield applicable to the loans under the Term Loan Facility and (b) any amendment to the initial Term Loans the primary purpose of which is to reduce the All-In Yield applicable to such loans (in each case, the All-In Yield shall exclude

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any structuring, commitment and arranger fees or similar fees which are not distributed generally to the relevant lenders); provi ded that a Repricing Transaction shall not include any amendment, prepayment, repayment or repricing made in connection with (i) any Change of Control, (ii) a Qualified Public Offering or (iii) a Qualified Merger.

“ Required Len der s ” shall mean, at any time, Lenders having Term Loans and Term Loan Commitments representing more than 50.0% of the sum of all Term Loans and Term Loan Commitments at such time; p rovided that any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Resignation Eff ective Date ” shall have the meaning assigned to such term in Article VIII .

“ Responsi ble O ff icer ” of any Person shall mean the chief executive officer, chief financial officer, controller or, solely with respect to the delivery of any notice or request pursuant to Article II , any other officer designated in writing from time to time by the chief executive officer or chief financial officer of such Person.

“ Restr icted Cash ” shall mean cash and Cash Equivalents held by any Loan Party or any Restricted Subsidiary that appears (or would be required to appear) as “restricted” on a consolidated balance sheet of such Loan Party or such Restricted Subsidiary (unless such appearance is related to the Loan Documents, the Revolving Credit Documents (to the extent subject to the Intercreditor Agreement), or the documentation evidencing any Replacement Loans or Incremental Equivalent Debt (or the Liens created thereunder) that, in each case, is secured on a pari passu or junior basis with the Obligations) in accordance with GAAP.

“ Restrict ed G uar antor ” shall mean a Guarantor that is a Restricted Subsidiary.

“ Restricted I nve stment ” shall mean any Investment that is not a Permitted Investment.

“ Restricted P aym ent ” shall mean:

(a) the declaration or payment of any dividend or the making of any payment or distribution on account of the Borrower’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(i) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Borrower; or

(b) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of the Borrower or any direct or indirect parent of the Borrower, including in connection with any merger or consolidation;

(c) the making of any principal payment on, or redemption, repurchase, defeasance or other acquisition or retirement for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, of any Junior Financing other than Indebtedness permitted under Section 6.01(b)(vii) ; or

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(d) the making of any Restricted Investment.

“ Restricted Subs idiary ” shall mean, at any time, unless the context otherwise requires, each direct and indirect subsidiary of Holdings (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided , how ev er , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such subsidiary shall be included in the definition of “Restricted Subsidiary”.

“ Revolving C redi t Agreement ” shall mean the Revolving Loan Credit Agreement, dated as of the Closing Date, among Holdings, the Borrower, ConvergeOne, Inc., Wells Fargo Commercial Distribution Finance, LLC, as administrative agent, collateral agent and floorplan funding agent and the other parties thereto from time to time, as amended, restated, supplemented, or otherwise modified in accordance herewith and as permitted by the Intercreditor Agreement.

“ Revolving Cr edi t Documents ” shall mean the “Loan Documents” under (and as defined in) the Revolving Credit Agreement.

“ Revolving Cr edi t Facility Collateral ” shall mean the “Collateral” as defined in the Revolving Credit Agreement as in effect on the date hereof.

“ S &P ” shall mean S&P Global Ratings, and any successor thereto.

“ Sale and Lease- Back Transaction ” shall mean any arrangement providing for the leasing by the Borrower or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“ Sanctions ” shall have the meaning set forth in Section 3.22 .

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Section 5.04 Fi nancials ” shall mean the financial statements delivered, or required to be delivered, pursuant to Sections 5.04(a) and (b) .

“ Secur ed I nde bte dness ” shall mean any Indebtedness of the Borrower or any of its Restricted Subsidiaries secured by a Lien.

“ Secured Obli gat ions ” shall mean all obligations defined as “Obligations” in the Guarantee and Collateral Agreement and the other Security Documents.

“ Secured Part ies ” shall mean the “Secured Parties” as defined in the Guarantee and Collateral Agreement.

“ Securities A ct ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Security Docume nts ” shall mean the Guarantee and Collateral Agreement, the Intellectual Property Security Agreements, the Perfection Certificate, the Mortgages (if any) and the Intercreditor Agreement and any other intercreditor agreement entered into by the Administrative Agent or the Collateral Agent with the approval or at the direction of the Required Lenders and each of the other instruments and documents executed and delivered with respect to the Collateral pursuant to Sec tion 5.09 or 5.10 or otherwise.

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“ Senior Secured Net Leverage Ratio ” shall mean, as of any date, the ratio of (i) (A) Consolidated Funded Indebtedness on such date that is not Subordinated Indebtedness and that is secured by a Lien on property of the Borrower or any of its Restricted Subsidiaries, including all Capitalized Lease Obligations, at such date minus (B) the lesser of (x) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Borrower and its Restricted Subsidiaries and held by the Borrower and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP and (y) $20,000,000, to (ii) Consolidated EBITDA for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent.

“ Similar Busi nes s ” shall mean any business and any services, activities or businesses incidental, or directly related or similar to, or complementary to any line of business engaged in by the Borrower and its subsidiaries on the Closing Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“ Solicited Disco unt Proration ” shall have the meaning set forth in Section 2.12(f)(iv)(C) .

“ Solicited Di sco unted Prepayment Amount ” shall have the meaning set forth in Section 2.12(f)(iv)(A) .

“ Solicited Di sco unted Prepayment Notice ” shall mean a written notice of a Company Party of Solicited Discounted Prepayment Offers made pursuant to Section 2.12(f)(iv) substantially in the form of Exhibit A-7 .

“ Solicited Dis co unted Prepayment Offer ” shall mean the irrevocable written offer by each Lender, substantially in the form of Exhibit A-8 , submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“ Solicited Di sco unted Prepayment Response Date ” shall have the meaning set forth in Section 2.12(f)(iv)(A) .

“ Solvent ” and “ S olvency ” shall mean, with respect to any Person or Persons on any date of determination, that on such date such Person or Persons (a) the Fair Value of the assets of such Person or Persons taken as a whole exceeds their Stated Liabilities and Identified Contingent Liabilities, (b) the Present Fair Salable Value of the assets of such Person or Persons taken as a whole exceeds the amount that will be required to pay the probable liability of their Stated Liabilities and Identified Contingent Liabilities, (c) such Person or Persons taken as a whole are not engaged in, and are not about to engage in, business for which they have Unreasonably Small Capital and (d) such Person or Persons taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature. For purposes of the definitions of “Solvent” and “Solvency”, the following terms or phrases used in this definition have the following meanings: (i) “Fair Value” shall mean the amount at which the assets (both tangible and intangible), in their entirety, of any Person or Persons taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act; (ii) “Present Fair Salable Value” shall mean the amount that could reasonably be expected to be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of any Person or Persons taken as a whole are sold on a going concern basis with reasonable

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promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated; (iii) “Stated Liabilities” shall mean the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of any Person or Persons taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery of this Agreement and the Revolving Credit Agreement, the making of the loans hereunder and thereunder and the use of proceeds of such loans on any date of determination), determined in accordance with GAAP consistently applied; (iv) “Identified Contingent Liabilities” shall mean the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of any Person or Persons taken as a whole after giving effect to the Transactions (including the execution and delivery of this Agreement, the Revolving Credit Agreement, the making of the loans thereunder and the use of proceeds of such loans on any date of determination) (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of any Person or Persons (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5); (v) “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature” shall mean any Person or Persons taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of Identified Contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted by any Person or Persons as reflected in the projected financial statements and in light of the anticipated credit capacity; (vi) “Do not have Unreasonably Small Capital” shall mean any Person or Persons taken as a whole after consummation of the Transactions (including the execution and delivery of this Agreement, the Revolving Credit Agreement, the making of the loans thereunder and the use of proceeds of such loans on any date of determination) is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for such period.

“ SPC ” shall have the meaning assigned to such term in Section 9.04(j) .

“ Speci fied De fau lt ” shall have the meaning assigned to such term in Section 2.13(a) .

“ Speci fied Di sco unt ” shall have the meaning set forth in Section 2.12(f)(ii)(A) .

“ Specified D isco unt Prepayment Amount ” shall have the meaning set forth in Section 2.12(f)(ii)(A) .

“ Specified Di sco unt Prepayment Notice ” shall mean a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.12(f)(ii) substantially in the form of Exhibit A-9 .

“ Specified Dis co unt Prepayment Response ” shall mean the irrevocable written response by each Lender, substantially in the form of Exhibit A-10 , to a Specified Discount Prepayment Notice.

“ Specified Di sco unt Prepayment Response Date ” shall have the meaning set forth in Section 2.12)(f)(ii)(A) .

“ Specified Di sco unt Proration ” shall have the meaning set forth in Section 2.12)(f)(ii)(C) .

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Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of, or all or substantially all of the Equity Interests of, another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit), any Restricted Payment, or Incremental Term Loan that by the terms of this Agreement requires such test to be calculated on a “ pro forma basis” or after giving “ pro forma effect” thereto.

“ Sponsor ” shall mean Clearlake Capital Group, L.P. and any of its Affiliates, and funds or partnerships managed or advised by any of them or any of their respective Affiliates, but not including, however, any portfolio company of any of the foregoing (including Holdings, the Borrower or any of its Subsidiaries) or any Debt Fund Affiliate.

“ Sponsor Mana gem ent Agreement ” shall mean that certain Amended and Restated Management and Monitoring Services Agreement by and between C1 Investment Corp., a Delaware corporation, the Borrower and the Sponsor, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“ Statutory Reser ves ” shall mean 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) applicable on the interest rate determination date (expressed as a decimal) established by the Board and applicable to any member of bank of the Federal Reserve System (and whether or not applicable to any Lender) in respect of Eurocurrency Liabilities (as defined in Regulation D of the Board).

“ Subord inate d In debtedness ” shall mean any Indebtedness of the Borrower and the Guarantors which is by its terms subordinated in right of payment to the Obligations of the Borrower or such Guarantor, as applicable.

“ subsidiary ” or “ Subsidiary ” shall mean, with respect to any Person (herein referred to as the “ parent ”), any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned or held by the parent, one or more subsidiaries of the parent or a combination thereof. Unless otherwise specified or the context otherwise requires, “ subsidiary ” or “ Subsidiary ” shall mean any subsidiary of the Borrower.

“ Subs idiary G uar antor ” shall mean each subsidiary listed on Sched ule 1.01(a) , and each other subsidiary that is or becomes a party to the Guarantee and Collateral Agreement pursuant to Sec tion 5.09 or otherwise.

“ Successor Compa ny ” shall have the meaning assigned to such term in Section 6.04(a)(i) .

“ Su ccessor Pe rso n ” shall have the meaning assigned to such term in Section 6.04(c)(i) .

“ Ta xes ” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, liabilities or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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“ Term Loan Co mmi tment ” shall mean, with respect to each Lender, the commitment of such Lender to make Term Loans hereunder as set forth on Schedule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender assumed its Term Loan Commitment or Term Loans, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 . The aggregate amount of the initial Term Loan Commitments on the Closing Date is $430,000,000.

“ T erm Loan Facil ity ” shall mean the term loan facility contemplated by Section 2.01 .

“ Term Loa n Mat ur ity Date ” shall mean the seventh anniversary of the Closing Date.

“ Term Loans ” shall mean the term loans made by the Lenders to the Borrower pursuant to Sec tion 2.01 and, if applicable, any Incremental Term Loans.

“ Termination Dat e ” shall mean the date upon which all Term Loan Commitments have terminated and the Term Loans, together with all interest, the Administration Fees and other non-contingent Obligations, have been paid in full in cash.

“ Title Company ” shall mean any title insurance company as shall be retained by the Borrower and reasonably acceptable to the Administrative Agent.

“ Title Policy ” shall have the meaning assigned to such term in Section 5.10 .

“ Total Ne t Lev er age Ratio ” shall mean, as of any date, the ratio of (i) (A) Consolidated Funded Indebtedness on such date mi nus (B) the lesser of (x) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Borrower and its Restricted Subsidiaries and held by the Borrower and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP and (y) $20,000,000, to (ii) Consolidated EBITDA for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent.

“ Transaction Exp enses ” shall mean any fees, costs or expenses incurred or paid by the Borrower (or any direct or indirect parent of the Borrower) or any of its Subsidiaries in connection with the Transactions, this Agreement and the other Loan Documents.

“ Transactions ” shall mean, collectively, (a) the borrowing of the Term Loans and the repayment in full of the Existing Term Debt with the proceeds thereof by the Borrower on the Closing Date, (b) the consummation of the other transactions contemplated by the Loan Documents, and (c) the payment of the Transaction Expenses.

“ Treasury Cap ita l Stock ” shall have the meaning set forth in Section 6.03(b)(ii) .

“ T ype ”, when used in respect of any Term Loan or Borrowing, shall refer to the Rate by reference to which interest on such Term Loan or on the Term Loans comprising such Borrowing is determined. For purposes hereof, the term “ Rat e ” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.

“ Uniform Comm erc ial Code ” or “ UCC ” shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

“ Unrestricted Subsidiary ” shall mean:

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(a) any subsidiary of the Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by the Borrower, as provided in Se ction 5.1 1 ); and

(b) any subsidiary of an Unrestricted Subsidiary.

“ USA PATRIOT Act ” shall mean 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)).

“ Voting Equi ty I nterests ” of any Person as of any date, shall mean the Equity Interests of such Person that are at such time entitled to vote for the election of the Governing Board (or members thereof) of such Person.

“ Weight ed Ave rag e Life to Maturity ” shall mean, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(b) the sum of all such payments.

“ WF ” shall mean Wells Fargo Securities, LLC.

“ Wholly-Owned Su bsidiary ” of any Person shall mean a subsidiary of such Person, 100% of the Equity Interests of which (other than directors’ qualifying shares) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“ Write- Down a nd Conversion Powers ” shall mean, 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.

SECTION 1.02. Terms General ly . The definitions in Section 1.01 shall apply equally to both 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”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 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 of this Agreement unless the context shall otherwise require. All references to “knowledge” of any Loan Party or a Restricted Subsidiary of the Borrower means the actual knowledge of a Responsible Officer. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, the Total Net Leverage Ratio and Senior Secured Net Leverage Ratio (and the financial definitions used therein) shall be construed in accordance with GAAP, as in effect on the Closing Date; p rovided , how ev er , that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the Total Net Leverage

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Ratio or Senior Secured Net Leverage Ratio or any financial definition used therein to address the effect of any change in GAAP or the application thereof occurring after the Closing Date on the operation thereof (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend the Total Net Leverage Ratio or Senior Secured Net Leverage Ratio or any financial definition used therein for such purpose), then the Borrower and the Administrative Agent shall negotiate in good faith to amend the Total Net Leverage Ratio or Senior Secured Net Leverage Ratio or the definitions used therein (subject to the approval of the Required Lenders) to preserve the original intent thereof in light of such changes in GAAP; provided that all determinations made pursuant to the Total Net Leverage Ratio or Senior Secured Net Leverage Ratio or any financial definition used therein shall be determined on the basis of GAAP as applied and in effect immediately before the relevant change in GAAP or the application thereof became effective, until the Total Net Leverage Ratio or Senior Secured Net Leverage Ratio or such financial definition is amended; provided , furth er , that, if at any time after the Closing Date, any obligations of the Borrower or any of the Restricted Subsidiaries that would not have constituted Indebtedness as of the Closing Date are recharacterized as Indebtedness in accordance with any relevant changes in GAAP, such recharacterized obligations shall not be considered Indebtedness for all purposes hereunder. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP. The words “date hereof” and “date of this Agreement” and words of similar import mean the Closing Date.

SECTION 1.03. Classificat ion of Term Loans and Borrowings . For purposes of this Agreement, Term Loans may be classified and referred to by Type ( e.g ., a “Eurodollar Term Loan”). Borrowings also may be classified and referred to by Type ( e.g ., a “Eurodollar Borrowing”).

SECTION 1.04. Rounding . The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

SECTION 1.05. References to A greements and Laws . Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Loan Documents and organizational documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Loan Document and (b) references to any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

SECTION 1.06. Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable) in New York City.

SECTION 1.07. Timing of Payme nt or Performance . When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that with respect to any payment of interest on or principal of Eurodollar Term Loans, if such extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

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SECTION 1.08. P ro Forma Cal cu lations . For purposes of determining whether any action is otherwise permitted to be taken hereunder, the Total Net Leverage Ratio and Senior Secured Net Leverage Ratio shall be calculated as follows:

(a) In the event that the Borrower or any Restricted Subsidiary (i) incurs, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such ratio is being calculated but prior to or simultaneously with the event for which the calculation of such ratio is made (a “ Ratio Calculat ion Date ”), then such ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

(b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, and other operational changes that the Borrower or any of its Restricted Subsidiaries has made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP for such four-quarter reference period assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, Disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, Disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

(c) For purposes of this Section 1.08 , whenever pro forma effect is to be given to any Investment, acquisition, Disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “Consolidated EBITDA”.

(d) Interest on a Capitalized Lease Obligation shall be deemed to accrue at the interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed

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based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate.

SECTION 1.09. Limited Conditi on Transactions .

(a) In the case of (i) the incurrence of any Indebtedness (other than Indebtedness under the Revolving Credit Agreement or any Incremental Term Loans or Incremental Equivalent Debt, which shall remain subject to the terms and conditions applicable thereto pursuant to the terms of this Agreement with respect to the impact, if any, of any Limited Condition Transaction) or Liens or the making of any Investments, consolidations, mergers or other fundamental changes pursuant to Section 6.04 , Restricted Payments, or any prepayments of other Indebtedness pursuant to Se ction 6.03 , in each case, in connection with a Limited Condition Transaction or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction (other than for purposes of the incurrence of Indebtedness under the Revolving Credit Agreement or any Incremental Term Loans or Incremental Equivalent Debt, each of which shall remain subject to the terms and conditions applicable thereto pursuant to the terms of this Agreement with respect to the impact, if any, of any Limited Condition Transaction), if the Borrower has made an LCT Election, the relevant ratios, the amount of any basket based on Consolidated EBITDA or Consolidated Total Assets, the accuracy of any representations and warranties, and the existence of any Default or Event of Default shall be determined as of the date a definitive acquisition agreement for any such Limited Condition Transaction (a “ Limited Condition Transaction Agreement ”) is entered into (the “ LCT Test Date ”) ( provided that such Limited Condition Transaction and any other pro forma events in connection therewith are consummated prior to the earlier of (x) 180 days after the LCT Test Date and (y) the drop-dead date in the definitive acquisition agreement for such Limited Condition Transaction), and determined as if such Limited Condition Transaction (and any other pending Limited Condition Transaction) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Transaction), including the incurrence of Indebtedness and the use of proceeds thereof, were consummated on such LCT Test Date; provided that if the Borrower has made an LCT Election, in connection with measuring compliance with any Section of Article VI following such date and prior to the earlier of the date on which (x) such Limited Condition Transaction is consummated, (y) the applicable Limited Condition Transaction Agreement is terminated or (z) the time period for consummation thereof pursuant to the applicable Limited Condition Transaction Agreement has expired, any ratio shall be calculated (A) on a pro forma basis assuming such Limited Condition Transaction (and any other pending Limited Condition Transaction) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Transaction) have been consummated, except that (other than solely with respect to the applicable incurrence test under which such Limited Condition Transaction or other transaction in connection therewith is being made) Consolidated EBITDA, Consolidated Total Assets and Consolidated Net Income of any target of such Limited Condition Transaction can only be used in the determination of the relevant ratios and baskets if and when such Limited Condition Transaction has closed, and (B) solely with respect to Restricted Payments and prepayments of other Indebtedness pursuant to Se ction 6.03 , on a stand-alone basis without giving pro forma effect to such Limited Condition Transaction (or any other pending Limited Condition Transaction) or other events in connection therewith.

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Limited Condition Transaction), shall not be deemed to constitute a waiver of or consent to any breach of representations and warranties hereunder or any Default or Event of Default hereunder that may exist at the time of consummation of such Limited Condition Transaction.

SECTION 1.10. Basket Amoun ts and Application of Multiple Relevant Provisions . For purposes of determining compliance with any Section of Article VI at any time, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Disposition, merger or consolidation, Restricted Payment, Affiliate transaction, contractual requirement or prepayment of Indebtedness meets, at the time of such transaction, the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at such time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time, and thereafter may be reclassified or divided (as if incurred or made at such later time) among one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, as applicable, by the Borrower in its sole discretion so long as such transaction would be permitted to be incurred or made under such Sections, as applicable, at the time of such reclassification or division; provided that no reclassification or division shall be permitted with respect to Section 6.01(b)(i) or (xv) or clauses (f) (with respect to Section 6.01(b)(xv) only) or (z) of the definition of “Permitted Liens”. Notwithstanding anything set forth herein to the contrary, unless specifically stated otherwise herein, any carve-out, basket, exclusion or exception to any affirmative, negative or other covenant in this Agreement or the other Loan Documents may be used together by any Loan Party and the Restricted Subsidiaries without limitation for any purpose not prohibited hereby.

SECTION 1.11. Certifications . All certifications to be made hereunder or under any other Loan Document by an officer or representative of a Loan Party shall be made by such person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity.

ARTICLE II

The Term Loan s

SECTION 2.01. Term Loan Comm itm ents . Subject to the terms and conditions herein set forth, each Lender agrees, severally and not jointly, to make a Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

SECTION 2.02. Term Loans .

(a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided , howe ve r , that the failure of any Lender to make any Term Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than the Minimum Threshold.

(b) Subject to Sec tio ns 2.02(e) , 2.08 and 2.15 , all Term Loans shall be made as ABR Term Loans or Eurodollar Term Loans. Borrowings of more than one Type may be outstanding at the same time; provided , howeve r , that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at any time.

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(c) Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent shall promptly wire transfer the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per ann um equal to the interest rate applicable to the Term Loans comprising such Borrowing at the time and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate plus the Applicable Percentage for ABR Term Loans. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount.

(e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Term Loan Maturity Date.

SECTION 2.03. Borrowing Proc edu re . In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by irrevocable written notice (in accordance with the immediately succeeding sentence) (a) in the case of a Eurodollar Borrowing, not later than 3:00 p.m. three Business Days before a proposed Borrowing (or, in the case of any Eurodollar Borrowing to be made on the Closing Date, not later than 3:00 p.m. on the Business Day immediately preceding the Closing Date) and (b) in the case of an ABR Borrowing, not later than 3:00 p.m. one Business Day before a proposed Borrowing. Each such notice shall be in the form of a Borrowing Request and shall be delivered to the Administrative Agent by hand delivery or fax, and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided , however , that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02 . If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

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SECTION 2.04. Eviden ce of Deb t; Repayment of Term Loans .

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, the principal amount of each Term Loan of such Lender as provided in Sect ion 2.11 .

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from the Term Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Term Loan made hereunder, the 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 Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be p rima f acie evidence of the existence and amounts of the obligations therein recorded; provided , howeve r , that in the case of conflicting records, the entries made by the Administrative Agent in the Register shall be conclusive, absent manifest error; provided , furt he r , 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 obligations of the Borrower to repay the Term Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that the Term Loan made by it hereunder be evidenced by a promissory note in substantially the form of Exhibit B with appropriate insertions and deletions (each, a “ Note ”). In such event, to the extent reflected in the Register, the Borrower shall execute and deliver to such Lender a Note payable to such Lender and its permitted registered assigns.

SECTION 2.05. Administration Fe es . The Borrower agrees to pay to the Agents, for their own account, the administrative fees in the amounts and at the times as separately agreed by the Borrower and the Agents (collectively, the “ Administration Fe es ”).

SECTION 2.06. Interest on T erm Loans; Retr oactive Ad justments of Applicable Perce ntage .

(a) Subject to the provisions of Section 2.07 , the Term Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time.

(b) Subject to the provisions of Section 2.07 , Term Loans comprising a Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time.

(c) Interest, including interest payable pursuant to Section 2.07 , shall be computed on the basis of the actual number of days elapsed over a year of 360 days (other than computations of interest for ABR Term Loans, which shall be made by the Administrative Agent on the basis of the actual number of days elapsed over a year of 365 or 366 day, as applicable) and shall be calculated from and including the date of the relevant Borrowing to, but excluding, the date of repayment thereof. Interest on each Term Loan shall be payable on the Interest Payment Dates applicable to such Term Loan, except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

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SECTION 2.07. Default Inter est . If an Event of Default under Section 7.0 1(b) , (c) , (g) or (h) shall have occurred and shall be continuing, by acceleration or otherwise, then, upon the request of the Required Lenders, to the extent permitted by law, principal and interest of Term Loans and fees due hereunder shall bear interest (after as well as before judgment), payable on demand, (a) in the case of principal or interest of a Term Loan, at the rate otherwise applicable to such Term Loan pursuant to Secti on 2.06 plus 2.00% p er an num and (b) with respect to fees, at a rate per annum equal to the rate that would be applicable to an ABR Term Loan plus 2.00% per an num .

SECTION 2.08. Alternate Rate of Interest . In the event, and on each occasion, that (i) the Administrative Agent shall have reasonably determined that deposits in the principal amounts and denominations of the Eurodollar Term Loans comprising any Eurodollar Borrowing are not generally available in the London interbank market, or that the rates at which such deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Term Loan during the applicable Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period or (ii) the Required Lenders notify the Administrative Agent that the Adjusted LIBO Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), each affected Eurodollar Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into an ABR Term Loan and the obligations of the Lenders to make Eurodollar Term Loans denominated in dollars or to convert ABR Term Loans into Eurodollar Term Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Lenders have determined that the circumstances causing such suspension no longer exist. Each determination by the Administrative Agent under this Sectio n 2.08 shall be conclusive absent manifest error.

SECTION 2.09. Termination of Te rm Loan Commitments . The Term Loan Commitments shall automatically terminate upon the making of the Term Loans on the Closing Date.

SECTION 2.10. Con version and Co ntinuation of Borrowings . The Borrower shall have the right at any time upon prior written or fax notice (in the form of a Conversion/Continuation Request) to the Administrative Agent (i) not later than 2:00 p.m., three Business Days prior to conversion, to convert any Eurodollar Borrowing into an ABR Borrowing and (ii) not later than 2:00 p.m., three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period, subject in each case to the following:

(a) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Term Loans comprising the converted or continued Borrowing;

(b) if less than all of the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02 (b) regarding the principal amount and maximum number of Borrowings of the relevant Type;

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(c) each conversion shall be effected by each Lender and the Administrative Agent recording, for the account of such Lender, the Type of such Term Loan resulting from such conversion and reducing the Term Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Term Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;

(d) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Sect ion 2.16 ; and

(e) the Borrower shall not be entitled to request any Eurodollar Borrowing that, if made, would result in more than fifteen Eurodollar Borrowings outstanding hereunder at any time.

Each Conversion/Continuation Request made pursuant to this Section 2.10 shall be irrevocable (subject to Sections 2.08 and 2.15 ) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such Conversion/Continuation Request with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing.

SECTION 2.11. Re paym ent of Bo rr owings .

(a) The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders, on each Principal Payment Date occurring prior to the Term Loan Maturity Date, a principal amount of the Term Loans (as adjusted from time to time pursuant to Sections 2.12(b) and 2.13 (e) ) equal to 0.25% of the original principal amount of the Term Loans.

(b) To the extent not previously paid, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders the outstanding principal amount of the Term Loans on the Term Loan Maturity Date, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

SECTION 2.12. Optional Prepayme nt .

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax Prepayment Notice by the Borrower in the case of Eurodollar Term Loans, or written or fax Prepayment Notice by the Borrower at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 2:00 p.m.; provi ded , how eve r , that each partial prepayment shall be in an aggregate amount of not less than the Minimum Threshold.

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(b) Optional prepayments of the Term Loans shall be applied against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2. 11 in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity. Optional prepayments of Term Loans and any Incremental Term Loans shall be applied ratably among the outstanding Term Loans and Incremental Term Loans.

(c) Each Prepayment Notice shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under this Section 2.12(c) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have resulted from an acquisition, an Investment, a Disposition, a prepayment of other Indebtedness or a refinancing of all or any portion of the Term Loans, which acquisition, Investment, Disposition, prepayment of other Indebtedness or refinancing shall not be consummated or otherwise shall be delayed.

(d) In the event that all or any portion of the Term Loans are repaid, prepaid (which shall be deemed for these purposes to include any assignments pursuant to Section 2.21(a) ), replaced, repriced or effectively refinanced, in each case, in connection with a Repricing Transaction on or prior to the date that is twelve months after the Closing Date, such repayment, prepayment, replacement, repricing or refinancing shall be made at 101% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. Such applicable amount shall be due and payable on the date of such repayment, prepayment, replacement, repricing or effective refinancing (whether or not an Event of Default is occurring) and shall be a condition precedent to the effectiveness of any applicable amendment contemplated by, or transaction pursuant to, Sections 2.21(a) , 2.23 or 2.24 , in each case, to the extent in connection with a Repricing Transaction on or prior to the date that is twelve months after the Closing Date.

(e) All repayments pursuant to this Section 2.12 shall be subject to Se ction 2.12(d) and Sect ion 2.16 , but shall otherwise be without premium or penalty.

(f) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.12(a) , 2. 12(d) and 9. 04 , any Company Party may prepay the outstanding Term Loans on the following basis, so long as (1) no Event of Default has occurred and is continuing or would immediately result therefrom, (2) any Term Loans so prepaid are automatically and permanently canceled immediately upon such prepayment, or any Term Loans purchased by a Company Party are immediately cancelled, and (3) no proceeds of any loans under the Revolving Credit Agreement are used, directly or indirectly, for such purpose:

(i) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “ Discounted Term Loan Prepayment ”), in each case made in accordance with this Section 2.12(f) and without premium or penalty.

(ii) (A) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of such Company Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “ Specified Discou nt Prepayment Amount ”) with respect to each applicable

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tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “ Specified Discou nt ”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(12(f)(ii) ), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (c) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “ Specified Discou nt Prepayment Response Date ”).

(B) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “ Discount Prepaym ent Accepting Lender ”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.

(C) If there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding Term Loans pursuant to this Section 2.12)(f)(ii) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to clause (B) above; provi ded that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (with the consent of such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “ Specified Discou nt Proration ”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Company Party of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Company Party and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the relevant Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with Section 2.12(f)(vi) below (subject to Section 2.12(f)(I) below).

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(iii) (A) Any Company Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five Business Days’ notice in the form of a Discount Range Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “ Discount Range P repayment Amount ”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “ Discount Range ”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by such Company Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section 2.12(f)(iii) ), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (C) above, each such solicitation by such Company Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “ Discount Range P repayment Response Date ”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “ Submitted Discou nt ”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “ Submitted Amount ”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(B) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (with the consent of the relevant Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this Section 2.12(f)(iii) . The relevant Company Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “ Applicable Disco unt ”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following clause (C) ) at the Applicable Discount (each such Lender, a “ Participating Le nder ”).

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(C) If there is at least one Participating Lender, the relevant Company Party will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “ Identified Parti cipating Lenders ”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (with the consent of such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “ Discount Range P roration ”). The Auction Agent shall promptly, and in any case within five Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Company Party of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Company Party and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with Section 2.12(f)(vi) below (subject to Section 2.12(f)(ix) below).

(iv) (A) Any Company Party may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five Business Days’ notice in the form of a Solicited Discounted Prepayment Notice (or such shorter period as may be agreed by the Auction Agent); provided that (I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate amount of the Term Loans (the “ Solicited Discou nted Prepayment Amount ”) and the tranche or tranches of Term Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section 2.12(f)(iv) ), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded, each such solicitation by such Company Party shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than

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5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (the “ So licited Discou nted Prepayment Response Date ”). Each Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date and (z) specify both a discount to par (the “ Offered Discount ”) at which such Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and tranches of such Term Loans (the “ Offered Amount ”) such Lender is willing to have prepaid at the Offered Discount. Any Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.

(B) The Auction Agent shall promptly provide the relevant Company Party with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. Such Company Party shall review all such Solicited Discounted Prepayment Offers and select the largest of the Offered Discounts specified by the relevant responding Lenders in the Solicited Discounted Prepayment Offers that is acceptable to such Company Party (the “ Acceptable Disco unt ”), if any. If the relevant Company Party elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the fifth Business Day after the date of receipt by such Company Party from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause (B) (the “ Accept ance Date ”), such Company Party shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the relevant Company Party by the Acceptance Date, such Company Party shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(C) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, within five Business Days after receipt of an Acceptance and Prepayment Notice (the “ Discounted Prepa yment Determination Date ”), the Auction Agent will determine (with the consent of the relevant Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the “ Acceptable Prepa yment Amount ”) to be prepaid by the relevant Company Party at the Acceptable Discount in accordance with this Section 2.12(f)(iv) . If the relevant Company Party elects to accept any Acceptable Discount, then such Company Party agrees to accept all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “ Qualifying Lende r ”). The relevant Company Party will prepay outstanding Term Loans pursuant to this Section 2.12(f)(iv) to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered

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Discount is greater than or equal to the Acceptable Discount (the “ Identified Quali fying Lenders ”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (with the consent of such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “ Solicited Discou nt Proration ”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the relevant Company Party of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the tranches to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the tranches of such Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Company Party and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the relevant Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with Section 2.12(f)(vi) below (subject to Section 2.12(f)(ix) below).

(v) In connection with any Discounted Term Loan Prepayment, the Company Parties and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from the relevant Company Party in connection therewith.

(vi) If any Term Loan is prepaid in accordance with Sections 2.12(f)(ii) through 2.12(f)( iv) above, the relevant Company Party shall prepay such Term Loans on the Discounted Prepayment Effective Date. The relevant Company Party shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders or Qualifying Lenders, as applicable, to the Administrative Agent in immediately available funds not later than 2:00 p.m. on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the relevant tranche of Loans being prepaid on a pro rata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. The aggregate principal amount of the tranches and installments of the relevant Term Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment. In connection with each prepayment pursuant to this Section 2.12(f) , each Lender participating in any prepayment described in this Section 2.12(f) acknowledges and agrees that in connection therewith, (1) the relevant Company Party then may have, and later may come into possession of, information regarding Holdings, the Borrower, the Sponsor and their respective Affiliates not known to such Lender and that may be material to a decision by such Lender to participate in such prepayment (including MNPI) (“ Excluded Informa tion ”), (2) such Lender has independently and, without reliance on any Company Party or any of their respective subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates, made its own analysis and determination to participate in such prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Company Parties, their respective subsidiaries, the Sponsor or any of their respective Affiliates shall be required to make any representation that it is not in possession

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of MNPI and all parties to the relevant transactions shall render customary “big boy” disclaimer letters, (4) none of the Company Parties, their respective subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates shall have any liability with respect to the nondisclosure of Excluded Information to such Lender, (5) (i) such Lender and the Company Party to such transaction hereby waives and releases, to the extent permitted by law, any claims such Person may have against the Administrative Agent and any other Agent-Related Persons, and (ii) such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Company Parties, their respective subsidiaries, the Sponsor and their respective Affiliates, in each case of clause (i) and (ii), under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information, and (6) that the Excluded Information may not be available to the Administrative Agent or the other Lenders; it being agreed that nothing in this sentence shall limit the indemnification obligations of Borrower to such Lender under Section 9.05 in respect of indemnified liabilities imposed on, incurred by or asserted against such Lender by any party other than the Company Parties, their respective subsidiaries, the Sponsor and their respective Affiliates with respect to the nondisclosure of the Excluded Information.

(vii) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 2.12(f) , established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

(viii) Each of the Company Parties and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this Section 2.12(f) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Sect ion 2.12(f) as well as activities of the Auction Agent.

(ix) Each Company Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by such Company Party to make any prepayment to a Lender, as applicable, pursuant to this Section 2.12(f) shall not constitute a Default or Event of Default under Section 7. 01 or otherwise).

SECTION 2.13. Mandatory Prepaym ents .

(a) Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries with respect thereto, to prepay outstanding Term Loans in accordance with Section 2.13(e) ; provide d that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Replacement Loans, Incremental Equivalent Debt and the Refinancing Indebtedness of any such Indebtedness (in each case, to the extent secured by Liens on the Collateral on a pari passu basis with the Obligations), in each case pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Prepayment Asset Sale

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or Property Loss Event (such Replacement Loans, Incremental Equivalent Debt or the Refinancing Indebtedness of any such Indebtedness required to be offered to be so repurchased, “ Other Applicable Indebtedness ”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; pr ovided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly; provided , howeve r , that, the foregoing percentage shall be reduced to 50% if the Total Net Leverage Ratio is less than or equal to 3.40 to 1.00, determined by reference to the most recently delivered Compliance Certificate at the time of receipt of such Net Cash Proceeds; and provided , furthe r , that if (A) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default under clause (b) , (c) , (g) or (h ) of Se ctio n 7 .01 (each, a “ S pecif ied Defaul t ”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, if within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 18 months after the date of receipt of such Net Cash Proceeds); provided , how eve r , that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable reinvestment or repayment period, such Net Cash Proceeds shall be applied within five Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” any Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Borrower shall apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (a) to prepay Term Loans in accordance with Section 2.13(e) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso).

(b) No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5. 04(a) (commencing with the fiscal year ending December 31, 2018), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the aggregate principal amount of (A) Term Loans (including any Incremental Term Loans) prepaid pursuant to Section 2.12 , (B) Incremental Equivalent Debt prepaid, (C) Replacement Term Loans prepaid and (D) (x) “Revolving Loans” (as defined under the Revolving Credit Agreement) and/or (y) other revolving Indebtedness prepaid (solely to the extent accompanied by a permanent reduction of the related commitments) during such fiscal year or on or prior to the date such payment is required to be made (without duplication) (so long as such payments are not deducted in the following fiscal year), in each case to the extent such prepayments (x) are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) and (y) in the case of subclauses (ii)(B), (ii)(C) and (ii)(D)(y) above, are in respect of Indebtedness that is secured on a pari passu basis with the initial Term Loans.

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(c) Subject to Sec tio n 2.12(d) , in the event that the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01 ), the Borrower shall no later than the fifth Business Day following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e) .

(d) [Reserved].

(e) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations for which a claim has not been made) relating thereto, (i) all prepayments required by this Section 2.13 shall be applied to the repayment of the Term Loans until paid in full (applied against the remaining scheduled installments of principal due in respect of such Term Loans in the direct order of maturity); provided that, to the extent an Event of Default then exists, such prepayment shall instead be applied in accordance with Section 2.17(b) .

(f) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including in Sec tion 9.08 , the Borrower shall have the option in its sole discretion to give the Lenders the option to waive their pro rata share of a mandatory prepayment of Term Loans which is otherwise required to be made pursuant to Section 2.13(a) , (b) or (c) (each such mandatory prepayment, a “ Waivable Mandato ry Prepayment ”) upon the terms and provisions set forth in this Section 2.13(f) . If the Borrower elects to exercise the option referred to in the immediately preceding sentence, the Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders the right to waive a Waivable Mandatory Prepayment including in such Prepayment Notice the aggregate amount of such proposed prepayment not later than 3:00 p.m. four Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Lenders indicating in such notice the amount of such prepayment to be applied to each such Lender’s outstanding Term Loans. The Borrower’s offer to permit the Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such prepayment, provided that any offer to waive part of such prepayment must be made ratably to the Lenders (based on the principal amount of the Term Loans on the date of prepayment). In the event that any such Lender desires to waive its pro rata share of such Lender’s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the Administrative Agent no later than 4:00 p.m. on the date which is two Business Days after the date of such notice from the Administrative Agent and the Administrative Agent shall promptly thereafter notify the Borrower thereof which notice shall also include the amount such Lender desires to receive in respect of such prepayment. If any Lender does not reply to the Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment. If any Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment. In the event that any such Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Borrower shall retain 100% of the amount so waived by such Lender (such waived amount, “ Declined Proceed s ”). Notwithstanding anything to the contrary contained above, if one or more Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders waive in full their right to receive 100% of the total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the amount actually applied to the repayment of Term Loans of Lenders which have waived all or any part of their right to receive 100% of such prepayment shall be applied to each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans shall, after giving effect to the application of the respective repayment, maintain the same percentage as determined for such Lender but not the same percentage that the other Lenders hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding after giving effect to such application. Notwithstanding anything to the contrary, Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.13(f) .

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(g) Notwithstanding any other provisions of this Section 2.13 , (i) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (“ Foreign Net Cash Proceeds ”) or Excess Cash Flow estimated in good faith by the Borrower to be attributable to Foreign Subsidiaries (“ Foreign Subsidia ry Excess Cash Flow ”) are prohibited or delayed by applicable local Law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of directors and managers of the relevant Foreign Subsidiaries) from being repatriated to the United States, the portion of such Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary to the extent the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing, subject to clause (ii) below, to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local Law to permit such repatriation), and (ii) to the extent that the Borrower has determined in good faith that the Borrower and its Restricted Subsidiaries could reasonably be expected to incur as a result of the repatriation of any of or all Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow a material adverse liability (including any withholding tax, but taking into account any available foreign tax credit or benefit), such Foreign Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, and in each case of clause (i) and (ii), if at any time within one year of the applicable mandatory prepayment being reduced by this Section 2.13(g) , such repatriation of any of such affected Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow is permitted under the applicable local law or could be made in a manner without incurring material adverse tax liability, such repatriation will be effected as promptly thereafter as is reasonably practicable and such repatriated Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow will be promptly (and in any event no later than the last day of the first full fiscal quarter ending after the date that such repatriation becomes permitted or made without incurring such tax liability) applied (net of additional Taxes or similar charges payable or reserved against as a result thereof) to the mandatory prepayment otherwise required by this Section 2.13 ; provided that each determination by the Borrower that the repatriation of any of such affected Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow would not be permitted or delayed by applicable local Law or could reasonably be expected to result in material tax liability shall have been certified in writing by the Borrower to the Administrative Agent on or prior to the date this Section 2.13 would otherwise require such relevant mandatory prepayment from Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow to be made (but for the application of this Section 2.13(g) ). Notwithstanding the foregoing, any prepayments made after application of this Section 2.13(g) shall be net of any costs, expenses or Taxes incurred by Holdings, the Borrower and its Restricted Subsidiaries or any direct or indirect parent company of Holdings that is the common parent of the income tax group that includes Holdings, the Borrower and its Restricted Subsidiaries and arising exclusively as a result of compliance with the preceding sentence, and Holdings, the Borrower and its Restricted Subsidiaries shall be permitted to make, directly or indirectly, a dividend or distribution to such direct or indirect parent company in an amount sufficient to cover such tax liability, costs or expenses.

SECTION 2.14. Reserve Requireme nts; Change in Circumstances .

(a) Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan or to reduce the amount of any sum received or receivable by such Lender

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(whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs actually incurred or reduction actually suffered.

(b) If any Lender shall have determined (in good faith in its reasonable discretion) that any Change in Law regarding capital adequacy or liquidity requirements has 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 Term Loans made or participations in Term Loans purchased by such Lender pursuant hereto 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 or liquidity) by an amount reasonably deemed by such Lender to be material, then the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction actually suffered.

(c) If any Lender determines in good faith in its reasonable discretion that any Change in Law shall subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in cla uses (c) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, 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, converting to, continuing or maintaining any Term Loan or of maintaining its obligation to make any such Term Loan, or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount) then, upon request of such Lender the Borrower 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.

(d) A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as applicable, as specified in paragraph (a) , (b) or (c) above shall be delivered to the Borrower, shall describe the applicable Change in Law, the resulting costs actually incurred or reduction actually suffered (including a calculation thereof), certifying that such Lender is generally charging such amounts to similarly situated borrowers and shall be conclusive absent manifest error. The Borrower shall pay such Lender, as applicable, the amount shown as due on any such certificate delivered by it within 30 days after its receipt of the same.

(e) Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) , (b) or (c) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request; provided further , that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.14 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed; provided that if, after the payment of any amounts by the Borrower under this Secti on 2.14 , any Change in Law in respect of which a payment was made is thereafter determined to be invalid or inapplicable to the relevant Lender, then such Lender shall, within 30 days after such determination, repay any amounts paid to it by the Borrower hereunder in respect of such Change in Law.

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SECTION 2.15. Change in Legalit y .

(a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Term Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Term Loan, then, by written notice to the Borrower and to the Administrative Agent:

(i) such Lender may declare that Eurodollar Term Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Term Loans will not thereafter (for such duration) be converted into Eurodollar Term Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Term Loan (or a request to continue an ABR Term Loan as such for an additional Interest Period or to convert a Eurodollar Term Loan into an ABR Term Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(ii) such Lender may require that all outstanding Eurodollar Term Loans made by such Lender shall be converted to ABR Term Loans, in which event all such Eurodollar Term Loans shall be automatically converted to ABR Term Loans as of the effective date of such notice as provided in para graph (b) below.

In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Term Loans that would have been made by such Lender or the converted Eurodollar Term Loans of such Lender shall instead be applied to repay the ABR Term Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Term Loans.

(b) For purposes of this Section 2.15 , a notice to the Borrower by any Lender shall be effective as to each Eurodollar Term Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Term Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower. Such Lender shall withdraw such notice promptly following any date on which it becomes lawful for such Lender to make and maintain Eurodollar Term Loans or give effect to its obligations as contemplated hereby with respect to any Eurodollar Term Loan.

SECTION 2.16. Breakage . The Borrower shall indemnify each Lender against any loss or expense that such Lender sustains or incurs as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Term Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Term Loan to an ABR Term Loan or the conversion of the Interest Period with respect to any Eurodollar Term Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Term Loan to be made by such Lender (including any Eurodollar Term Loan to be made pursuant to a conversion or continuation under Section 2.10 ) not being made after notice of such Term Loan shall have been given by the Borrower hereunder other than by operation of Section 2.08 and the proviso set forth at the end of Section 2.12(c) (any of the events referred to in this clause (a) being called a “ B reakage Event ”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Term Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Term Loan over (ii) the amount of interest which

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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 the applicable currency or currencies of a comparable amount and period from other banks in the applicable interbank market. For purposes of calculating amounts payable by the Borrower to the Lenders under this Sectio n 2.16 , each Lender shall be deemed to have funded each Eurodollar Term Loan made by it at the Adjusted LIBO Rate (excluding the impact of the last sentence of the “Adjusted LIBO Rate” definition) for such Term Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Adjusted LIBO Rate Term Loan was in fact so funded. A certificate of any Lender setting forth in reasonable detail any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error.

SECTION 2.17. Pro Rata Treat men t; Intercreditor Agreement .

(a) Except as provided below in this Se ction 2.17 and as required under Section 2.13 , 2.14 , 2.15 , 2. 16 , 2.20 or 2.21 , each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Term Loans and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their respective Term Loan Commitments (or if such Term Loan Commitments shall have terminated, in accordance with the respective principal amounts of their respective applicable outstanding Term Loans). In addition, in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.

(b) Notwithstanding anything to the contrary contained in this Agreement, any payment or other distribution (whether from proceeds of collateral or any other source, whether in the form of cash, securities or otherwise, and whether made by any Loan Party or in connection with any exercise of remedies by the Collateral Agent, the Administrative Agent or any Lender) made or applied in respect of any of the Obligations during the existence of an Event of Default or during or in connection with Insolvency Proceedings involving any Loan Party (or any plan of liquidation, distribution or reorganization in connection therewith), shall be made or applied, as the case may be, in the following order of priority (with higher priority Obligations to be paid in full prior to any payment or other distribution in respect of lower priority Obligations): (i) first , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Collateral Agent and the Administrative Agent in their capacities as such; (ii) second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, including attorney fees (ratably among such Lenders in proportion to the respective amounts described in this clause s econd payable to them); (iii) third , to payment of that portion of the Obligations constituting accrued and unpaid interest (including any default interest) on the Term Loans (ratably among such Lenders in proportion to the respective amounts described in this clause third payable to them), including interest accruing after the filing or commencement of any Insolvency Proceedings in respect of any Loan Party, whether or not any claim for post-filing or post-petition interest is or would be allowed, allowable or otherwise enforceable in any such Insolvency Proceedings; (iv) fourth , to payment of that portion of the Obligations constituting unpaid principal of the Term Loans (ratably among such Lenders in proportion to the respective amounts described in this clause fourth held by them); and (v) last , in the case of proceeds of collateral, the balance, if any, thereof, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Each Lender agrees that the provisions of this Section 2.17 (including the priority of the Obligations as set forth herein) constitute an intercreditor agreement among them for value received that is independent of any value received from the Loan Parties, and that such agreement shall be enforceable as against each Lender, including in any Insolvency Proceedings in respect of any Loan Party, to the same extent that

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such agreement is enforceable under applicable non-bankruptcy law (including pursuant to Section 510(a) of the Bankruptcy Code or any comparable provision of applicable insolvency law), and that, if any Lender receives any payment or distribution in respect of any Obligation (including in connection with any Insolvency Proceedings or any plan of liquidation, distribution or reorganization therein) to which such Lender is not entitled in accordance with the priorities set forth in this Section 2.17 , such amount shall be held in trust by such Lender for the benefit of the Person or Persons entitled to such payment or distribution hereunder, and promptly shall be turned over by such Lender to the Administrative Agent for distribution to the Person or Persons entitled to such payment or distribution in accordance with this Section 2.17 .

SECTION 2.18. Sharing of Seto ff s . Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim received by such Lender under any applicable Debtor Relief Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Term Loan as a result of which the unpaid principal portion of its Term Loans shall be proportionately less than the unpaid principal portion of the Term Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Term Loans of such other Lender, so that the aggregate unpaid principal amount of the Term Loans and participations in Term Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans then outstanding as the principal amount of its Term Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Term Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided , however , that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant. The Borrower expressly consent to the foregoing arrangements and agrees that any Lender holding a participation in a Term Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Term Loan directly to the Borrower in the amount of such participation.

SECTION 2.19. Payments . The Borrower shall make each payment (including principal of or interest on any Borrowing or any Administration Fees or other amounts) hereunder and under any other Loan Document not later than 2:00 p.m. on the date when due in dollars in immediately available funds. Each such payment shall be made to the Administrative Agent at its office for payments specified in (or in accordance with) Section 9.01 . 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.

SECTION 2.20. Taxes .

(a) Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes; provided , that if any Taxes are required to be withheld or deducted from such payments, then (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings

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applicable to additional sums payable under this Section 2.20 ) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower or such Loan Party shall make such deductions or withholdings and (iii) the Borrower or such Loan Party shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent and each Lender, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, in each case, whether or not such Indemnified Taxes (but not Other 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 Borrower by a Lender, or by the Administrative Agent on behalf of itself or a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes by the Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a 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.

(e) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding any other provision of this Section 2.20(e) , neither the Administrative Agent nor any Lender shall be required to deliver any form pursuant to this Section 2.20(e) (other than the documentation set forth in Sections 2.20(e)(i) and (ii)) that the Administrative Agent or such Lender is not legally eligible to deliver or if in the Administrative Agent’s or such Lender’s reasonable judgment the completion, execution or submission of such form would subject the Administrative Agent or such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Administrative Agent or such Lender. Without limiting the generality of the foregoing:

(i) Each Foreign Lender shall, to the extent it is legally entitled to do so (a) furnish to the Borrower (with a copy to the Administrative Agent) on or before the date it becomes a party to the Agreement either (i) two accurate and complete originally executed copies of IRS Form W-8BEN or W-8BEN-E (or successor form), (ii) two accurate and complete originally executed copies of IRS Form W-8ECI (or successor form) or (iii) two accurate and complete originally executed copies of IRS Form W-8IMY (or successor form) together with any required attachments, certifying, in any case, to such Foreign Lender’s legal entitlement to an exemption

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or reduction from U.S. federal withholding Tax with respect to all payments hereunder and (b) provide to the Borrower (with a copy to the Administrative Agent) a new Form W-8BEN or W-8BEN-E (or successor form), Form W-8ECI (or successor form) or Form W-8IMY (or successor form) together with any required attachments upon (i) the expiration, inaccuracy or obsolescence of any previously delivered form to reconfirm any exemption from, or any entitlement to a reduction in, U.S. federal withholding Tax with respect to any payment hereunder, (ii) the occurrence of any event requiring a change in the most recent form previously delivered by it and (iii) from time to time if requested by the Borrower or the Administrative Agent; provided that any Foreign Lender that is relying on the “portfolio interest exemption” shall also furnish a “Non-Bank Certificate” in the form of Exhibit F together with a Form W-8BEN or W-8BEN-E. JPMCB, as the Administrative Agent, and any successor or supplemental Administrative Agent that is not a United States person under Section 7701(a)(30) of the Code, shall deliver to the Borrower two duly completed copies of Internal Revenue Service Form W-8IMY certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business in the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a United States person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a United States person with respect to such payments as contemplated by Treasury Regulation Section 1.1441-1(b)(2)(iv)(A)). Each Lender (and the Administrative Agent if it is not a United States Person) shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA or to determine the amount to deduct and withhold, if any, from such payment. Solely for purposes of this clause (e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(ii) Any Lender that is a United States Person, or the Administrative Agent if it is a United States Person, in either case as defined in Section 7701(a)(30) of the Code, shall deliver to the Borrower (with a copy to the Administrative Agent), at the times specified in Section 2.20(e) , two accurate and complete original signed copies of IRS Form W-9, or any successor form that such Person is entitled to provide at such time, in order to qualify for an exemption from United States back-up withholding requirements.

(f) If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.20 , it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Secti on 2.20(f) with respect to the Indemnified Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority; provided further that in no event will the Lender or Administrative Agent be required to pay any amount to a Loan Party pursuant to this paragraph (f) the payment of which would place the Lender or Administrative Agent in a less favorable net after-Tax position than the Lender or Administrative Agent would have been in if the Tax subject to

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indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other person.

(g) Each party’s obligations under this Secti on 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Documents.

SECTION 2.21. Replacement of Le nders; Default ing Len de rs; Duty to Mitiga te .

(a) In the event (i) any Lender requests compensation pursuant to Section 2.14 , (ii) any Lender delivers a notice described in Section 2.15 , (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.20 , (iv) any Lender shall become a Defaulting Lender or (v) any Lender does not consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all affected Lenders in accordance with the terms of Section 9.08 or all the Lenders and such amendment, waiver or other modification is consented to by the Required Lenders (any such Lender, a “ Non-Consenting L ender ”), the Borrower may, at its sole cost and expense, upon notice to such Lender and upon the consent of the Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed, either:

(x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign, at par, 100% of the principal amount of its outstanding Term Loans, plus any accrued and unpaid interest on such Term Loans pursuant to Sect ion 9.04 (with the assignment fee to be waived in such instance) and all of its rights and obligations as a Lender under this Agreement in respect of the Term Loans to one or more Persons (which Persons shall otherwise be subject to the approval rights set forth in Section 9.04(b) ); provid ed that (I)(A) the replacement Lender shall agree (and shall by its acceptance of such assignment be deemed to have agreed) to the consent, waiver or amendment to which the Non-Consenting Lender did not agree, (B) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person and (C) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.20 , such assignment will result in a reduction in such compensation or payments and (II) the Borrower shall pay to such Lender all Obligations (other than (i) contingent obligations for which a claim has not been made, (ii) principal paid by the assignee and (iii) accrued interest, which shall be paid by Borrower when due and allocated by the Administrative Agent to the assignor and assignee in accordance with their respective periods of ownership of the applicable Term Loans assigned) in respect of the Term Loans owing to such Lender as of the date of such assignment (which shall exclude, if then applicable, the call premium referred to in Section 2.12(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Sections 2.12(a) , (c) and (d) )); or

(y) repay all Obligations (other than contingent obligations for which a claim has not been made) in respect of the Term Loans owing to such Lender as of such termination date.

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Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in respect of the circumstances contemplated by this Section 2.21 .

(b) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Sect ion 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: fir st , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; secon d , as the Borrower may request (so long as no Event of Default exists), to the funding of any Term Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Term Loans under this Agreement; fourt h , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth , so long as no Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and s ixth to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Term Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (ii) such Loans were made at a time when the conditions set forth in Article IV were satisfied or waived, such payment shall be applied solely to pay the Term Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Term Loans of such Defaulting Lender until such time as all Term Loans are held by the Lenders pro rata in accordance with the Term Loan Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.21(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(c) If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided furth er that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

(d) If (i) any Lender requests compensation under Section 2.14 , (ii) any Lender delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 2.20 , then such Lender shall use reasonable efforts (which shall not require such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be material) (x) to file any certificate or document reasonably requested by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20 , as the case may be, in the future.

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SECTION 2.22. Incremental Term Loans .

(a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of one or more new term loan commitments (the “ Incremental Term Loans ”). Each Incremental Term Loan shall be in a minimum aggregate principal amount of $10,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent) and integral multiples of $1,000,000 in excess thereof. Notwithstanding anything to the contrary herein, the aggregate amount of all Incremental Term Loans shall not exceed an amount equal to (x) the greater of (I) $45,000,000 and (II) 50% of Consolidated EBITDA on a pro forma basis after giving effect to the incurrence of any Incremental Term Loans, any acquisition or any Investment consummated in connection therewith and all other appropriate pro forma adjustments (this clause (x), the “ Incremental Free and Clear Amount ”) plus (y) all voluntary prepayments of (A) Term Loans (including any Incremental Term Loans) pursuant to Section 2.12 , (B) Incremental Equivalent Debt and (C) Replacement Term Loans, in each case to the extent secured on a pari passu basis with the initial Term Loans, prior to the time of such of incurrence of Incremental Term Loans (but excluding the amount of any Term Loans replaced or refinanced with any Replacement Term Loans) (the “ Incremental Relo ad Amount ”) plus (z) the maximum amount at the time of such proposed Incremental Term Loans that could be incurred such that both immediately before and after giving pro forma effect to such Incremental Term Loans and the application of the proceeds thereof (and assuming such Incremental Term Loans are fully drawn), the Senior Secured Net Leverage Ratio (calculated treating the cash proceeds of such Incremental Term Loans as Restricted Cash) does not exceed 4.40 to 1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent (the “ Ratio-Base d Incr emental Amount ” and the aggregate amount in clauses (x), (y) and (z) above, the “ Avai lable Increm ental Amount ”). Incremental Term Loans may be incurred under any or all of the Incremental Free and Clear Amount, the Incremental Reload Amount and the Ratio-Based Incremental Amount in a single transaction, and proceeds from any such incurrence under more than one of the foregoing may be utilized in a single transaction, at the election of the Borrower, by first calculating the incurrence under the Ratio-Based Incremental Amount and then calculating the incurrence under the Incremental Reload Amount and/or the incurrence under the Incremental Free and Clear Amount. Any Incremental Term Loans incurred in reliance on the Incremental Free and Clear Amount and/or the Incremental Reload Amount may be reallocated after incurrence, at the election of the Borrower, such that it may be included in the Ratio-Based Incremental Amount (to the extent such amount would have been permitted to have been incurred thereunder as of such date of redesignation). The Incremental Term Loans (i) shall be subject only to the conditions set forth in Section 4.01 , (ii) shall rank pari passu in right of payment and of security with the then existing Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09 ), (iii) shall not mature earlier than the Term Loan Maturity Date, (iv) shall not have a shorter Weighted Average Life to Maturity than the then existing Term Loans, (v) the amortization schedule and Applicable Percentages for the Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided that if the All-in Yield on any Incremental Term Loans exceeds the initial All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “ Y ield Di fferenti al ”), then the Applicable Percentage for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, and (vi) may have terms and conditions different from those of the then existing Term Loans (except as provided in clau se (i) through (v) above and except for covenants and other provisions applicable only to periods after the Term Loan Maturity Date); provided that any such differences pursuant to this clause (vi) shall be reasonably satisfactory to the Administrative Agent; provided , howe ve r , to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; prov ided , furt he r , that the Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment

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implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. Each notice from the Borrower pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. Incremental Term Loans may be made by any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion) or by any Additional Lender; provided that the relevant Persons under Se ction 9. 04(b) shall have consented (in each case, not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans, if such consent would be required under Section 9.04(b) for an assignment of Term Loans to such Lender or Additional Lender.

(b) Commitments in respect of Incremental Term Loans shall become Term Loan Commitments under this Agreement pursuant to an amendment (an “ Incremental Amen dment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Term Loan Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22 . The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “ Incremental Faci lity Closing Date ”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment). No Lender shall be obligated to provide any Incremental Term Loan unless it so agrees in its sole discretion.

(c) The Term Loans and Term Loan Commitments established pursuant to this Section 2.22 shall constitute Term Loans and Term Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Term Loans or any such new Term Loan Commitments.

(d) Notwithstanding the foregoing paragraph (c), the Borrower may, in lieu of adding one or more Incremental Term Loans, utilize any part of the Available Incremental Amount at any time by issuing or incurring Incremental Equivalent Debt, subject to customary intercreditor documentation, if applicable, reasonably acceptable to the Administrative Agent; provided , that if such Incremental Equivalent Debt is incurred in connection with an acquisition and is secured on a junior basis or is unsecured and/or subordinated, both immediately before and after giving pro forma effect to such Incremental Equivalent Debt and the application of the proceeds thereof (and assuming such Incremental Equivalent Debt is fully drawn), (i) in the case of Incremental Equivalent Debt that is secured on a junior basis to the Term Loans, the Senior Secured Net Leverage Ratio (calculated treating the cash proceeds of such Incremental Equivalent Debt as Restricted Cash) shall not exceed the greater of (x) 4.40 to 1.00 and (y) the Senior Secured Net Leverage Ratio immediately prior to such incurrence and (ii) in the case of Incremental Equivalent Debt that is unsecured, the Total Net Leverage Ratio (calculated treating the cash proceeds of such Incremental Equivalent Debt as Restricted Cash) shall not exceed (x) 5.00 to 1.00 or (y) in the case of unsecured Indebtedness or Subordinated Indebtedness incurred in connection with an acquisition, the greater of (I) 5.00 to 1.00 and (II) Total Net Leverage Ratio immediately prior to such incurrence, in each case as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent. In the case of any Incremental Equivalent Debt that is secured on a pari passu basis with the Term Loans, if the All-in Yield on any such Incremental Equivalent Debt exceeds the All-in Yield for the Term Loans at such time by more than 50 basis points, then the Applicable Percentage for

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Term Loans shall automatically be increased by the Yield Differential, effective upon the incurrence of such Incremental Equivalent Debt. Incremental Equivalent Debt (i) shall not be secured by any assets other than the Collateral and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09 ), (ii) shall not mature earlier than the Term Loan Maturity Date and (iii) shall not have a shorter Weighted Average Life to Maturity than the then existing Term Loans.

(e) This Section 2.22 shall supersede any provisions in Sections 2.18 or 9.08 to the contrary.

SECTION 2.23. Amend and Extend .

(a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “ Extension ”) of the Term Loan Maturity Date of any Borrowing to the extended maturity date specified in such notice. Such notice shall set forth (1) the amount of the applicable Borrowing of Term Loans to be extended (which shall not be less than the Minimum Threshold) and (2) the date on which such Extension is requested to become effective (which shall be not less than ten Business Days nor more than sixty days after the date of such Extension Request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable Borrowing shall be offered (an “ Extension Offer ”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Borrowing pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer (such Term Loans, “ Ext ended Term Lo ans ”) shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the applicable Borrowing shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.

(b) It shall be a condition precedent to the effectiveness of any Extension that (1) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, and (3) the terms of such Extended Term Loans shall comply with Sect ion 2.23(c) .

(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Extension Amendment; provided that (1) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Maturity Date, (2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (3) the Extended Term Loans will rank pari p assu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09 ), (4) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans shall be determined by the Borrower and the Lenders providing such Extended Term Loans and (5) to the extent the terms of the Extended Term Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent; provided , howe ve r , to the extent that any financial maintenance covenant is added for the benefit of any Extended Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided ,

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furthe r , that the Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment.

(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans as a new Borrowing or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on terms not inconsistent with this Section 2.23 ).

(e) This Sec tion 2.23 shall supersede any provisions in Sections 2.18 or 9.08 to the contrary.

SECTION 2.24. Refinancing Loans .

(a) The Borrower may, by written notice to the Administrative Agent from time to time, request Replacement Loans to refinance all or a portion of any existing Borrowing of Term Loans (the “ Refinanced Term Loans ”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement. Such notice shall set forth (i) the principal amount of the applicable Replacement Loans (which shall not be less than the Minimum Threshold) and (ii) the date on which the applicable Replacement Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.

(b) It shall be a condition precedent to the incurrence of any Replacement Loans that (i) no Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, (iii) the terms of the Replacement Loans shall comply with Sect ion 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).

(c) The terms of any Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar

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basis) or otherwise permitted to be incurred under this Agreement, (ii) the final maturity date of any Replacement Loans shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, (iii) in the case of any Replacement Term Loans, the Weighted Average Life to Maturity of the Replacement Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof), (iv) the Replacement Loans will be unsecured or, if the Refinanced Term Loans were pari passu in right of payment and of security with the Term Loans, rank pari passu in right of payment and of security with the Term Loans, (v) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09 ), (vi) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders, provided that the All-in Yield on any Replacement Loans shall not exceed the initial All-in Yield for the Refinanced Term Loans, and (vii) the terms of the Replacement Loans (other than as set forth in clause (i) through (vi) above) shall be substantially identical to, or less favorable to the Lenders or Additional Lenders providing such Replacement Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period occurring entirely after the latest final maturity of the Term Loans in effect immediately prior to such refinancing; pro vided , howe ve r , to the extent that any financial maintenance covenant is added for the benefit of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; prov ided , furt he r , that the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment.

(d) In connection with any Replacement Loans pursuant to this Section 2.24 , the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (such amendment, a “ Refinancing Amen dment ”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24 , including any amendments necessary to establish the applicable Replacement Loans as a new Borrowing or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24 .

(e) This Secti on 2. 24 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Administrative Agent, the Collateral Agent and each of the Lenders that:

SECTION 3.01. Organ ization; Power s . Each Loan Party and each Restricted Subsidiary (a) is duly organized or formed, validly existing and in good standing (to the extent such concept exists in

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such jurisdiction) under the laws of the jurisdiction of its organization, except where the failure to be duly organized or formed or to exist (other than in the case of the Borrower) or be in good standing could not reasonably be expected to result in a Material Adverse Effect, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, except where the failure to have such power and authority could not reasonably be expected to result in a Material Adverse Effect, (c) is qualified to do business in, and is in good standing (where relevant) in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing could not reasonably be expected to result in a Material Adverse Effect, and (d) has the requisite organizational power and authority to, in the case of the Loan Parties, execute, deliver and perform its obligations under each of the Loan Documents to which it is a party.

SECTION 3.02. Authorization . The Transactions and the execution, delivery and performance of the Loan Documents (a) have been duly authorized by all requisite corporate or other organizational action on the part of each Loan Party and (b) do not (i) violate (A) any provision (x) of any applicable law, statute, rule or regulation, or (y) of the certificate or articles of incorporation, bylaws or other constitutive documents of any Loan Party, (B) any applicable material order of any Governmental Authority or (C) any provision of any material indenture, agreement or other instrument to which any Loan Party or any Restricted Subsidiary is a party or by which any of them or any of their property is bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under any such material indenture, agreement or other instrument to which such Loan Party is a party or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by any Loan Party (other than Liens created or permitted hereunder or under the Security Documents); except with respect to clauses (b)(i) through (b)( iii) (other than clause (b)(i)(A)(y) ), to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.03. Enforceability . This Agreement and each other Loan Document (when delivered) have been duly executed and delivered by each Loan Party which is a party thereto. This Agreement and each other Loan Document delivered on the Closing Date constitutes, and each other Loan Document when executed and delivered by each Loan Party which is a party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as may be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.04. Governmental Approv als . Except to the extent the failure to obtain or make the same could not reasonably be expected to result in a Material Adverse Effect, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is necessary or required in connection with the execution, delivery and performance of the Loan Documents by the Loan Parties, except for (a) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent and (b) such as have been made or obtained and are in full force and effect.

SECTION 3.05. Financial Statement s . The Borrower’s consolidated balance sheets and related statements of income, stockholder’s equity and cash flows as of and for the fiscal years ended December 31, 2015 and December 31, 2016, audited by and accompanied by the report of RSM US LLP present fairly in all material respects, as of the date thereof, the financial condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such dates and for such

periods. Such financial statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise noted therein.

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SECTION 3.06. No Material Adverse Change . Since December 31, 2016, no event, change or condition has occurred that (individually or in the aggregate) has had, or could reasonably be expected to have, a Material Adverse Effect.

SECTION 3.07. Title to Properti es . Each Loan Party and each Restricted Subsidiary has good and record title to, or valid leasehold interests in, all its material properties necessary in the ordinary conduct of its business other than (i) minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such material properties for their intended purposes and (ii) except where the failure to have such title or other property interests described above could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens created or permitted hereunder or under the Security Documents.

SECTION 3.08. Subsidiaries . S ch edule 3.08 sets forth as of the Closing Date a list of all subsidiaries of the Borrower, the jurisdiction of their formation or organization, as the case may be, and the percentage ownership interest of such subsidiary’s direct parent company therein, and such Schedule shall denote which subsidiaries (if any) as of the Closing Date are not Subsidiary Guarantors.

SECTION 3.09. Litigation; Compl ia nce with Laws .

(a) Except as set forth on Schedule 3.09 , there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against any Loan Party or any Restricted Subsidiary or any business, property or rights of any such Person that could reasonably be expected, individually or in the aggregate, to have an adverse determination resulting in a Material Adverse Effect.

SECTION 3.10. Federal Reserve Reg ulations .

SECTION 3.11. Investment Compa ny Act . None of the Loan Parties or any Restricted Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

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SECTION 3.12. Taxes .

Each of the Loan Parties and each Restricted Subsidiary has, except where the failure to so file or pay could not reasonably be expected to have a Material Adverse Effect, timely filed or caused to be filed all Federal, state and other Tax returns required to have been filed by it and has paid, caused to be paid, or made provisions for the payment of all Taxes due and payable by it and all material assessments received by it, except such Taxes and assessments the amount or the validity of which are being contested in good faith by appropriate proceedings and for which such Loan Party or such Restricted Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

SECTION 3.13. No Material M isst at ements . As of the Closing Date, to the knowledge of the Borrower, the written information, reports, financial statements, exhibits and schedules furnished by (as modified or supplemented by other written information so furnished prior to the Closing Date) or on behalf of the Borrower to the Administrative Agent or the Lenders (other than projections, forecasts, budgets, estimates and other information of a forward-looking nature and information of a general economic or industry-specific nature) on or prior to the Closing Date in connection with the transactions contemplated hereby (taken as a whole) did not and, as of the Closing Date, does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. The projections, forecasts and other forward looking information furnished by or on behalf of the Borrower to the Administrative Agent and the Lenders prior to the Closing Date in connection with the transactions contemplated hereby (as modified or supplemented by other written information so furnished prior to the Closing Date) were prepared in good faith on the basis of assumptions believed by the Borrower to be reasonable in light of the conditions existing at the time of delivery of such projections, and represented, at the time of delivery thereof, a reasonable good faith estimate of future financial performance by the Borrower (it being understood that such projections, forecasts and other forward looking information are not to be viewed as facts or guarantees of performance and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower, that actual results may vary from projected results and such variances may be material and that the Borrower makes no representation as to the attainability of such projections, forecasts and other forward looking information or as to whether such projections, forecasts and other forward looking information will be achieved or will materialize).

SECTION 3.14. Emplo yee Benefit Pl ans . No ERISA Event has occurred or could reasonably be expected to occur, that could reasonably be expected to result in a Material Adverse Effect. Each Pension Plan and/or Foreign Plan is in compliance with the applicable provisions of ERISA, the Code and/or applicable law, except for such non-compliance that could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.15. Environmental Mat te rs . Except as otherwise provided in Schedul e 3.15 , or except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) each Loan Party and each of their Restricted Subsidiaries are in compliance with all applicable Environmental Laws, and have obtained, and are in compliance with, all permits required of them under applicable Environmental Laws, (ii) there are no claims, judicial or arbitral proceedings, actions, or, to the knowledge of the Borrower, investigations, by any Governmental Authority or other Person pending, or to the knowledge of the Borrower, threatened in writing against any Loan Party or any of their Restricted Subsidiaries under any Environmental Law, (iii) none of the Loan Parties or any of their Restricted Subsidiaries has agreed to assume or accept responsibility, by contract, for any liability of any other Person under Environmental Laws with respect to real property and (iv) there are no facts, circumstances or conditions relating to the real property or facilities owned, operated or leased by any of the Loan Parties or their Restricted Subsidiaries or, to the knowledge of the Loan Parties, the real property or facilities formerly owned, operated or leased by the Loan Parties or their Restricted Subsidiaries (including the disposal of any Hazardous Materials), that could reasonably be expected to result in any Loan Party or any of their Restricted Subsidiaries incurring any liability under any Environmental Law.

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SECTION 3.16. Security Document s . The Security Documents are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid, and together with such filings and other actions required by this Agreement or the Security Documents, perfected first priority Lien in the Collateral (to the extent that, with respect to Collateral that is intellectual property, a valid, perfected Lien in such Collateral is possible through such filings and other actions in the United States) or, with respect to Revolving Credit Facility Collateral, a valid, and together with such filings and other actions required by this Agreement or the Security Documents, perfected second priority Lien in such Collateral, securing the payment of the Secured Obligations, subject only to Liens created or permitted hereunder or under the Security Documents. Notwithstanding anything herein (including this Sec t ion 3.16 ) or in any other Loan Document to the contrary, no Loan Party makes any representation or warranty as to (a) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Lender with respect thereto under foreign law, (b) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge or security interest to the extent such pledge or security interest, perfection or priority is not required pursuant to the Loan Documents or (C) on the Closing Date and until required pursuant to Section 5.09 , the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date.

SECTION 3.17. [Rese rved] .

SECTION 3.18. Labo r Matters . Except as set forth in Schedule 3.18 and except in the aggregate to the extent the same has not had and could not be reasonably expected to have a Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing, and (b) the hours worked by and payments made to employees of the Loan Parties and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters.

SECTION 3.19. Solvency . On the Closing Date immediately after giving effect to this Agreement and the Transactions, the Loan Parties, on a consolidated basis, are Solvent.

SECTION 3.20. Intellectu al Prop er ty . Except as set forth in Schedule 3.20 , the Borrower and each of its Restricted Subsidiaries own, have a license to or possess the right to use all intellectual property that is necessary for the operation of their respective businesses as currently conducted, except where the failure to obtain any such rights or the imposition of such restrictions or Liens could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.21. Subordination of Ju nior Financing . The Obligations constitute “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

SECTION 3.22. Anti-Terrorism; O FA C; FCPA . To the extent applicable, no Borrower and none of its Restricted Subsidiaries or, to the knowledge of the Borrower, none of the Borrower’s Related Parties (other than its Restricted Subsidiaries), is in violation, in any material respect, with (i) the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the U.S. Treasury

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Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any other enabling legislation or executive order relating thereto, (ii) any other applicable laws or regulations relating to economic sanctions or trade embargoes or (iii) any legal requirements relating to terrorism or money laundering, including the USA PATRIOT Act (together with clauses (i) and (ii) , “ Sanctions ”). No part of the proceeds of any Term Loan will be used or made available to any Person, to fund any activities of any Person, or in any country or territory, that, at the time of such funding, is the subject of any Sanctions. No Borrower and none of its Restricted Subsidiaries or, to the knowledge of the Borrower, none of Borrower’s Related Parties (other than its Restricted Subsidiaries), will take or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable antibribery or anticorruption law.

ARTICLE IV

Conditions Preced e nt

The obligations of the Lenders to make Term Loans hereunder are subject to the satisfaction (or waiver by the Administrative Agent on or prior to the Closing Date and in accordance with Section 9.08 thereafter) of the following conditions:

SECTION 4.01. All Term Loans . On the date of the making of each Term Loan, including the making of an Incremental Term Loan (it being understood that the conversion into a Eurodollar Term Loan or an ABR Term Loan or continuation of a Eurodollar Term Loan does not constitute the making of a Term Loan):

(a) The Administrative Agent shall have received a notice of such Term Loan as required by Secti on 2.03 (or such notice shall have been deemed given in accordance with Section 2.02 ).

(b) The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of the making of such Term Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(c) At the time of and immediately after the making of such Term Loan, no Default or Event of Default shall have occurred and be continuing.

The making of each Term Loan shall be deemed to constitute a representation and warranty by the Borrower to the Administrative Agent, the Collateral Agent and each of the Lenders on the date of the making of such Term Loan as to the matters specified in paragraphs (b) and (c) of this S ecti on 4 .01 .

Notwithstanding anything in this Section 4.01 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Limited Condition Transaction, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in the related Incremental Amendment required by Section 2 .22 .

SECTION 4.02. Initial Term Lo an . On the Closing Date:

(a) This Agreement shall have been duly executed and delivered by the Borrower, the Administrative Agent, the Collateral Agent and each Lender.

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(b) The Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion of Alston & Bird LLP, special counsel for the Loan Parties, and Gray Plant Mooty, Minnesota special counsel for the Loan Parties, each dated as of the Closing Date and addressed to the Administrative Agent and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.

(d) The Administrative Agent shall have received an Officer’s Certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 4.01(b) and (c) .

(e) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(f) The Borrower shall have delivered or caused to be delivered to the Administrative Agent a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the Transactions, Holdings and its Subsidiaries (on a consolidated basis) are Solvent.

(g) The Security Documents (other than any Mortgages) shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect. All actions necessary to establish that the Collateral Agent will have a perfected first priority Lien on the Collateral (subject to Permitted Liens) shall have been taken.

(h) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment and tax lien searches, made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Person, together with (in the case of clause (i) ) copies of the financing statements (or similar documents) disclosed by such search.

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(i) Since December 31, 2016, no event, change or effect shall have occurred which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect.

(j) The Administrative Agent shall have received certificates as to coverage and such endorsements and designations as the Administrative Agent shall reasonably require under the insurance policies required by Section 5.02 .

(k) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, the Refinancing shall have been consummated.

(l) The Lenders shall have received from the Loan Parties, at least three Business Days prior to the Closing Date, to the extent requested at least ten days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(m) The Administrative Agent and the Lenders shall have received all of the financial statements referred to in Section 3.05 .

(n) The Borrower shall have obtained (i) a public credit rating (but not any specific rating) of the Term Loan Facility from each of S&P and Moody’s and (ii) a public corporate family rating (but not any specific rating) from Moody’s and a public corporate credit rating from S&P.

ARTICLE V

Affirmative Covenan t s

Each of Holdings and the Borrower covenants and agrees with each Lender that until the Termination Date Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to:

SECTION 5.01. Existence; Complian ce w ith Laws; Businesses and Properties .

(a) Do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence under the laws of its jurisdiction of organization, except (i) other than with respect to the Borrower or Holdings, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) as otherwise expressly permitted under Section 6.04 or Section 6.05 .

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SECTION 5.02. Insurance .

(a) Keep its material insurable properties adequately insured in all material respects at all times, by insurers that the Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations.

(c) With respect to each Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance (A) has been made available under the Flood Insurance Laws, the Borrower or the Mortgaged Property Owner has obtained and will maintain, with financially sound and reputable insurance companies (except to the extent that any insurance company insuring such Mortgaged Property ceases to be financially sound and reputable after the Closing Date, in which case, the Mortgaged Property Owner shall promptly replace such insurance company with a financially sound and reputable insurance company), such flood insurance in an amount no less than an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, and shall otherwise comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (B) promptly upon request of the Administrative Agent, the Collateral Agent or the Required Lenders (except after the occurrence and during the continuation of an Event of Default, not to exceed one time per fiscal year (excluding (i) requests for evidence of annual renewals of such insurance and (ii) requests for evidence of such insurance required to be delivered pursuant to Section 5.02(d) , which shall not count toward such limit), will deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent (or the Collateral Agent or Required Lenders if such request for evidence is made by the Collateral Agent or Required Lenders), including, without limitation, evidence of annual renewals of such insurance.

(d) Solely to the extent there is a Mortgaged Property at such time, upon the request of the Administrative Agent, the Collateral Agent or the Required Lenders in connection with the incurrence of any Incremental Term Loans or any amendment, waiver or consent to this Agreement that has the effect of extending the Term Loan Maturity Date, the Borrower shall promptly deliver (and shall use commercially reasonable efforts to deliver at least ten (10) Business Days prior to the applicable Incremental Facility Closing Date or date of the applicable amendment, waiver or consent) to the Administrative Agent evidence that each Mortgaged Property is covered by flood insurance meeting the requirements of Section 5.02(c) .

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SECTION 5.03. Taxes . Pay, discharge or otherwise satisfy when due all Taxes imposed upon it or upon its income or profits or in respect of its property; provided , however , that such payment and discharge shall not be required with respect to any such Tax (i) so long as the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves in accordance with GAAP have been established or (ii) with respect to which the failure to pay or discharge could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.04. Financial Statements, R eports, etc. Furnish to the Administrative Agent (who will distribute to each Lender):

(a) within 120 days after the end of each fiscal year of the Borrower, (i) its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Persons during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP, all audited by RSM US LLP or other independent public accountants of recognized national standing and (ii) an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception (other than solely with respect to, or expressly resulting from, (i) an upcoming maturity of the Term Loans or termination of the Revolving Credit Agreement or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP; provided that (x) in addition to the foregoing requirements, unless audited financial statements are delivered on or prior to the date that is 90 days after the end of each fiscal year of the Borrower, the Borrower shall furnish to the Administrative Agent (who will distribute to each Lender) within 90 days after the end of each fiscal year its unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Persons during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP and (y) the furnishing of the annual report of the Borrower (or any direct or indirect parent thereof) on Form 10-K for such year, as filed with the SEC, will satisfy the Borrower’s obligation under Section 5.04(a)(i) ;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Persons during such fiscal quarter and the then elapsed portion of the fiscal year, and for each fiscal quarter, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and footnote disclosures (it being agreed that the furnishing of the quarterly report of the Borrower (or any direct or indirect parent thereof) on Form 10-Q for such quarter, as filed with the SEC will satisfy the Borrower’s obligation under this Section 5.04(b) with respect to such quarter);

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(c) concurrently with any delivery of Section 5.04 Financials, a certificate of a Financial Officer of the Borrower (i) certifying that to such Financial Officer’s knowledge, no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurred and is continuing, reasonably specifying the nature thereof, (ii) setting forth (x) to the extent applicable, computations in reasonable detail demonstrating the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio as of the date of such financial statements and (y) in the case of a certificate delivered with the financial statements required by Section 5.04(a) above (commencing with the fiscal year ending December 31, 2018), setting forth the Borrower’s calculation of Excess Cash Flow (each such certificate contemplated by this Section 5.04(c) , a “ Compliance Cert i f icate ”); provided , that the Borrower will not be required to provide a calculation of Excess Cash Flow for any year in respect of which no mandatory prepayment is required to be made under Section 2.13(b) ;

(d) [reserved];

(f) simultaneously with the delivery of any Section 5.04 Financials, management’s discussion and analysis of the important operational and financial developments of the Borrower and its Restricted Subsidiaries during the respect fiscal year or fiscal quarter, as the case may be; it being agreed that the furnishing of the Borrower’s annual report on Form 10-K or quarterly report on Form 10-Q, as filed with the SEC, will satisfy the Borrower’s obligations under this Section 5.0 4(f) ;

(h) promptly, from time to time, such other information regarding the operations, business, legal or corporate affairs and financial condition of any Loan Party or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.

Notwithstanding the foregoing, the obligations in Sections 5.04(a) and (b) may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing the applicable financial statements of Holdings (or any direct or indirect parent of Holdings). To the extent such information relates to Holdings or a parent of Holdings, (x) such Person (and such Person’s subsidiaries other than the Borrower and its Subsidiaries) does not engage in any business or activities or have any properties or liabilities which Holdings is not permitted to engage in or have under the terms and provisions of this Agreement and the other Loan Documents and (y) such information is accompanied by information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone consolidated basis, on the other hand.

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Information required to be delivered pursuant to this Section 5.04 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on a SyndTrak, IntraLinks or similar site to which the Lenders have been granted access or shall be available (the “ Plat form ”) on the public website of the SEC (i.e., http://www.sec.gov) or on the public website of the Borrower (i.e., http://www.convergeone.com). Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrowe r Materials ”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “ Publi c Lender ”) may have personnel who do not wish to receive MNPI, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) ( provided , however , that to the extent such Borrower Materials constitute Information (as defined in Section 9.16 ), they shall be treated as set forth in Section 9.16 ), (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC” unless the Borrower notifies the Administrative Agent promptly that any such document contains MNPI: (i) the Loan Documents, (ii) notification of changes in the terms of the Term Loan Facility and (iii) all information delivered pursuant to S ections 5.04(a) , (b) , (c) , (e) and (f) .

SECTION 5.05. Notices . Promptly upon any Responsible Officer of the Borrower becoming aware thereof, furnish to the Administrative Agent notice of the following:

(a) the occurrence of any Event of Default or Default; and

(b) the occurrence of any event that has had, or could reasonably be expected to have, a Material Adverse Effect.

SECTION 5.06. Information Regardin g C ollateral . Furnish to the Administrative Agent notice of any change on or prior to the later to occur of (a) 30 days following the occurrence of such change and (b) the earlier of the date of the required delivery of the Compliance Certificate following such change and the date which is 45 days after the end of the most recently ended fiscal quarter following such change (i) in any Loan Party’s legal name, (ii) in the jurisdiction of organization or formation of any Loan Party or (iii) in any Loan Party’s identity or corporate structure.

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SECTION 5.07. Maintaining Records; Ac cess to Properties and Inspect ions . Keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP are made. Permit any representatives designated by the Administrative Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such records, and permit any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants (subject to such accountants’ customary policies and procedures) therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided , further , that in the absence of the existence of a continuing Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Sect ion 5.07 and (ii) the Administrative Agent shall not exercise its rights under this Section 5.07 more often than one time during any fiscal year and such time shall be at the Borrower’s expense; pro vided , f urther , that when a continuing Event of Default exists, the Administrative Agent (or any of its designees), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice.

SECTION 5.08. Use of Proceeds . The proceeds of the Term Loans shall be used by the Borrower solely to repay the Existing Term Debt in full, to pay Transaction Expenses and for working capital needs and general corporate purposes of the Borrower and its Restricted Subsidiaries (including any purposes not prohibited by this Agreement).

SECTION 5.09. Further Ass urances .

(a) From time to time duly authorize, execute and deliver, or cause to be duly authorized, executed and delivered, such additional instruments, certificates, financing statements, agreements or documents, and take all reasonable actions (including filing UCC and other financing statements but subject to the limitations set forth in the Security Documents), as the Administrative Agent or the Collateral Agent may reasonably request, for the purposes of perfecting the rights of the Administrative Agent, the Collateral Agent and the Secured Parties with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by the Borrower or any other Loan Party which may be deemed to be part of the Collateral) pursuant hereto or thereto. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, nothing in this Agreement or any other Loan Document shall require any Loan Party to make any filings or take any actions to record or to perfect any security interest in (i) any intellectual property other than in the United States Copyright Office or United States Patent and Trademark Office or (ii) any non-United States intellectual property, in each case other than any UCC financing statements.

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for the benefit of the Secured Parties, a perfected first priority security interest in such assets (subject only to Permitted Liens), including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Administrative Agent or the Collateral Agent.

(c) With respect to any wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date, on or prior to the later to occur of (i) 60 days following the date of such creation or acquisition and (ii) the earlier of the date of the required delivery of the Compliance Certificate following such creation or acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent), (x) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary to grant to the Collateral Agent, for the benefit of the relevant Secured Parties, a valid, perfected first priority (subject only to Permitted Liens) security interest in the Equity Interests in such new subsidiary that are owned by any of the Loan Parties to the extent the same constitute Collateral under the terms of the Guarantee and Collateral Agreement, (y) deliver to the Collateral Agent the certificates, if any, representing any of such Equity Interests that constitute certificated securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the pledgor and (z) cause such Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and, to the extent applicable, each Intellectual Property Security Agreement and (B) to take such actions necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority (subject only to Permitted Liens) security interest in any assets required to be Collateral pursuant to the Guarantee and Collateral Agreement and each Intellectual Property Security Agreement with respect to such Restricted Subsidiary, including, if applicable, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, any applicable Intellectual Property Security Agreement or as may be reasonably requested by the Administrative Agent or the Collateral Agent.

(d) With respect to any Equity Interests in any Foreign Subsidiary or Excluded Domestic Subsidiary that are acquired after the Closing Date by any Loan Party (including as a result of formation of a new Foreign Subsidiary), on or prior to the later to occur of (i) 60 days following the date of such acquisition and (ii) the earlier of the date of the required delivery of the Compliance Certificate following the date of such acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent), (x) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary in order to grant to the Collateral Agent, for the benefit of the relevant Secured Parties, a perfected first priority security interest (subject only to Permitted Liens) in the Equity Interests in such Foreign Subsidiary that are owned by the Loan Parties to the extent the same constitutes Collateral under the terms of the Guarantee and Collateral Agreement ( provided that (A) only first-tier Foreign Subsidiaries or Excluded Domestic Subsidiaries owned directly by such Loan Party shall be pledged by such Loan Party and (B) only 65% of the Equity Interests of any Excluded Foreign Subsidiary or Excluded Domestic Subsidiary shall be pledged by such Loan Party) and (y) deliver to the Collateral Agent any certificates representing any such Equity Interests that constitute certificated securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the pledgor, as the case may be, and take such other action as may be reasonably requested by the Administrative Agent or the Collateral Agent to perfect the security interest of the Collateral Agent thereon (but subject to the limitations set forth in the Security Documents).

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(e) If, at any time and from time to time after the Closing Date, any wholly-owned Domestic Subsidiary that is not a disregarded entity for U.S. federal income Tax purposes owned by a non-disregarded non-U.S. entity ceases to constitute an Immaterial Subsidiary in accordance with the definition of “Immaterial Subsidiary”, then the Borrower shall cause such subsidiary to become an additional Loan Party and take all the actions contemplated by Section 5.09(c) as if such subsidiary were a newly-formed wholly-owned Domestic Subsidiary of the Borrower.

(f) With respect to any fee interest in any real property located in the United States with a book value in excess of $5,000,000 (as reasonably estimated by the Borrower) acquired after the Closing Date by any Loan Party, within 120 days following the date of such acquisition (or such longer period as to which the Administrative Agent may consent) (i) execute and deliver Mortgages in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Security Documents and (ii) comply with the requirements of Section 5.10 with respect to any Mortgages to be provided after the Closing Date pursuant to such Schedule.

(g) [Reserved].

(h) No Loan Party has granted or shall grant control of any deposit account to any Person other than the Administrative Agent (as defined in the Revolving Credit Agreement) to secure the Secured Obligations (as defined in the Revolving Credit Agreement) or any other secured party in respect of Indebtedness permitted hereunder that is pari passu to the Obligations.

Notwithstanding anything to the contrary in this Section 5.09 or any other Security Document, (i) the Collateral Agent shall not require the taking of any action (other than, for the avoidance of doubt, execution and delivery of the Guarantee and Collateral Agreement) to create a Lien on, or require the perfection of any Lien granted in, those assets located outside the United States or otherwise take any action with respect to creation or perfection of Liens under foreign laws, (ii) the Collateral Agent shall not require control agreements or perfection by “control” arrangements with respect to deposit and securities accounts (provided that, to the extent control agreements or perfection by “control” arrangements with respect to deposit and securities accounts are entered into pursuant to the requirements of, or otherwise in connection with, the Revolving Credit Agreement, such agreements or arrangements shall also be entered into in favor of the Collateral Agent), (iii) the Collateral Agent shall not require notices to be sent to account debtors or other contractual third-parties except following the occurrence and during the continuance of an Event of Default, (iv) the Collateral Agent shall not require landlord waivers and other third-party access or statutory lien subordinations or waivers, (v) the Collateral Agent shall not require the perfection of security interests in motor vehicles and other assets subject to certificates of title statutes to the extent a Lien thereon cannot be perfected by the filing of a Uniform Commercial Code financing statement (or the equivalent), (vi) the Collateral Agent shall not require perfection of (A) letters of credit and letter of credit rights which (1) do not constitute supporting obligations and (2) are not in excess of $1,000,000 individually, or $5,000,000 in the aggregate for all such letters of credit and letter of credit rights of the Loan Parties and (B) commercial tort claims which (1) require any additional action by any Loan Party to grant or perfect a security interest in such commercial tort claim and (2) are not in excess of $1,000,000 individually, or $5,000,000 in the aggregate, in each case, other than the filing of a Uniform Commercial Code financing statement (or the equivalent), (vii) the Collateral Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the practical benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent and (viii) Liens required to be granted pursuant to this Section 5.09 shall be subject to exceptions and limitations consistent with those set forth in the Security Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction).

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SECTION 5.10. Mortgaged Properties . The Collateral Agent shall have received, as and when required by Section 5.09 , (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the applicable Loan Party, (ii) a title insurance policy for such property available in each applicable jurisdiction (each, a “ Title Policy ”) insuring the Lien of each such Mortgage as a valid first-priority Lien on the property described therein, free of any other Liens other than Liens permitted hereunder and under the Security Documents, together with such endorsements, coinsurance and reinsurance and in such amounts as the Administrative Agent may reasonably request, (iii) a completed Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and, if any improvements on any Mortgaged Property are located in a flood hazard area, evidence of flood insurance reasonably satisfactory to the Administrative Agent, (iv) ALTA surveys in form and substance reasonably acceptable to the Administrative Agent or such existing surveys together with no-change affidavits sufficient for the title company to remove all standard survey exceptions from the Title Policies and issue the endorsements required in clause (ii) above and (v) such customary legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property.

SECTION 5.11. Des ignation of Subsid ia ries .

(a) The Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the subsidiary to be so designated); provided that

(i) any Unrestricted Subsidiary must be an entity of which the majority of the Voting Equity Interests therein are owned, directly or indirectly, by the Borrower;

(ii) such designation complies with the covenants described in Section 6.03(c) ;

(iii) no Event of Default shall have occurred and be continuing;

(iv) the Total Net Leverage Ratio would be less than the ratio set forth in Section 6.01(a) ;

in each case on a pro forma basis taking into account such designation; and

(v) each of:

(A) the subsidiary to be so designated; and

(B) its subsidiaries,

has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Revolving Credit Agreement and any Junior Financing.

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(b) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing and the Total Net Leverage Ratio would be less than the ratio set forth in Section 6.01(a) , on a pro forma basis taking into account such designation.

Any such designation by the Borrower shall be evidenced by the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent an Officer’s Certificate giving effect to such designation and certifying that such designation complied with the provisions of this Section 5.11 .

SECTION 5.12. Credit Ratings . The Borrower shall use commercially reasonable efforts to maintain (a) a public credit rating of the Term Loan Facility from each of S&P and Moody’s and (b) a public corporate family rating from Moody’s and a public corporate credit rating from S&P, but, in each case, not any minimum ratings.

SECTION 5.13. Post-Closing Matters . The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.13 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

SECTION 5.14. Quarterly Lender Calls . Upon the request of the Administrative Agent, the Borrower shall hold a conference call (the reasonable costs of holding such call to be paid by the Borrower) with all Lenders who choose to attend such conference call, within a reasonable period of time following each delivery of financial statements under Section 5.04(a) or Section 5.04(b) , during which the Borrower shall review the financial results of the applicable fiscal year or fiscal quarter, the budget for the current fiscal year and the financial condition of the Borrower and its Restricted Subsidiaries.

ARTICLE VI

Negative Covenants

The Borrower covenants and agrees that, until the Termination Date, the Borrower will not (and, with respect to Section 6.04(c) and Section 6.11 only, Holdings shall not), nor will it cause or permit any of the Restricted Subsidiaries to:

SECTION 6.01. Limitation on Incurre nce of Indebtedne ss and Issu anc e of Disquali fied Stock and P referred Stock .

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Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which Section 5.04 Financials have been delivered to the Administrative Agent and (B) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided , further , that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this paragra ph (a) is subject to the limitations of paragraph (g) below.

(b) The limitations set forth in clause (a) will not apply to the following items:

(i) (x) the Indebtedness under the Loan Documents (including any Incremental Term Loans under Section 2.22 and any Replacement Term Loans under Section 2.24 ) of the Borrower or any of its Restricted Subsidiaries or (y) Incremental Equivalent Debt permitted to be incurred under Section 2.22(d) ;

(ii) junior or unsecured Indebtedness, so long as no Event of Default has occurred and is continuing and the Total Net Leverage Ratio measured on a pro forma basis is no greater than 5.00 to 1.00;

(iii) Indebtedness of the Borrower and its Restricted Subsidiaries in existence on the Closing Date (other than Indebtedness described in clauses (b) (i) , (ii) , (xv) , (xx) and ( xx i) of this S ectio n 6. 01 ) and set forth in all material respects on Schedule 6.01 ;

(iv) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Borrower or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in the business of the Borrower and its Restricted Subsidiaries, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all other Indebtedness, Disqualified Stock and/or Preferred Stock incurred and outstanding under this clause (iv) , not to exceed the greater of (x) $10,000,000 and (y) 1.75% of Consolidated Total Assets at any time outstanding; so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created within 270 days thereafter;

(v) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(vi) Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the Disposition of any business, assets or a subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition; provided , however , that such Indebtedness is not reflected on the balance sheet (other than by application of Interpretation Number 45 of the Financial Accounting Standards Board (commonly known as FIN 45) as a result of an amendment to an obligation in existence on the Closing Date) of the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (vi) );

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(vii) Indebtedness of (A) the Borrower to any Restricted Subsidiary and (B) any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary; p rovided that any such Indebtedness owing by the Borrower or a Guarantor to a Subsidiary that is not a Guarantor is Subordinated Indebtedness; provided , further , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Borrower or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this cl ause (vii) ;

(viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Borrower or another Restricted Subsidiary, p rovided , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Borrower or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this cl ause (viii) ;

(ix) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted under this Sec tion 6.01 , exchange rate risk or commodity pricing risk;

(x) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and performance and completion guarantees and other obligations of a like nature provided by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(xi) [Reserved];

(xii) provided that no Event of Default shall have occurred and be continuing or would occur as a consequence thereof, the incurrence by the Borrower or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock permitted under Section 6.01(a) or clauses (ii) , (iii) , (iv) , (xi)( A) , (x iii) , ( xv) , (xviii) , ( xx) , ( xxi) or (xxvi) of this Section 6.01(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “ Refinancing Indebtedness ”) prior to its respective maturity; provided , however , that such Refinancing Indebtedness:

(B) to the extent such Refinancing Indebtedness refinances (1) Indebtedness subordinated or pari pas su to the Obligations, such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded and (2) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively,

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(1) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Borrower;

(3) Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and

provided , further , that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause ( xii) (solely as it relates to Indebtedness under clause (xiii) and S ection 6.01(a ) ) shall be subject to the limitations set forth in Section 6.01(g) to the same extent as the Indebtedness refinanced;

(xiii) Indebtedness, Disqualified Stock or Preferred Stock (x) of the Borrower or a Restricted Subsidiary incurred to finance an acquisition, (y) of Persons that are acquired by the Borrower or any Restricted Subsidiary or Persons merged into the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement or (z) that is assumed by the Borrower or any Restricted Subsidiary in connection with such acquisition so long as:

(A) no Event of Default shall have occurred and be continuing or would result therefrom,

(C) any Indebtedness, Disqualified Stock or Preferred Stock incurred or assumed in reliance on clause (y) or (z) above shall not have been incurred in contemplation of such acquisition, and

(D) after giving pro forma effect to such acquisition or merger,

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(1) if such Indebtedness is secured on a pari passu basis with the Term Loans, the Senior Secured Net Leverage Ratio is less than or equal to 4.40 to 1.00;

(2) if such Indebtedness is unsecured or secured on a junior basis with the Term Loans, the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00;

provided that in the case of any such Indebtedness that is in the form of a term loan that is secured on a pari passu basis with the Term Loans, if the All-in Yield on any such Indebtedness exceeds the All-in Yield for the Term Loans at such time by more than 50 basis points, then the Applicable Percentage for Term Loans shall automatically be increased by the Yield Differential, effective upon the incurrence of such Indebtedness.

(xv) the Indebtedness under or secured by the Revolving Credit Documents of the Borrower or any of its Restricted Subsidiaries (including letters of credit and bankers’ acceptances thereunder) (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the undrawn face amount thereof);

(xvi) (A) any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as such Indebtedness or other obligations are permitted under this Agreement, or (B) any guarantee by a Restricted Subsidiary of Indebtedness or other obligations of the Borrower; provide d that, in each case, (x) such Restricted Subsidiary shall comply with its obligations under Sectio n 5.09 and (y) in the case of any guarantee of Indebtedness or other obligations of the Borrower or any Subsidiary Guarantor by any Restricted Subsidiary that is not a Subsidiary Guarantor, such Restricted Subsidiary becomes a Subsidiary Guarantor under this Agreement;

(xvii) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries;

(xviii) Indebtedness, Disqualified Stock, or Preferred Stock of any Foreign Subsidiary or of any foreign Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into a Restricted Subsidiary that is a Foreign Subsidiary in accordance with the terms of this Agreement; provided , that the aggregate amount outstanding of any such Indebtedness, Disqualified Stock, or Preferred Stock shall not at any time exceed the greater of $20,000,000 and 3.50% of Consolidated Total Assets;

(xix) Indebtedness issued by the Borrower or any of its Restricted Subsidiaries to future, current or former officers, managers, directors, employees and consultants thereof or any direct or indirect parent thereof, their respective estates, heirs, family members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Borrower, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in Section 6.03(b)(iv) ;

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(xx) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with any Investment permitted hereunder;

(xxi) [Reserved];

(xxiii) Indebtedness of the Borrower or any of its subsidiaries in respect of Sale and Lease-Back Transactions;

(xxiv) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(xxv) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary incurred in the ordinary course of business; and

(xxvi) additional Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or a Restricted Subsidiary in a principal amount not to exceed the greater of (x) $10,000,000 and (y) 1.75% of Consolidated Total Assets.

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credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

(g) Notwithstanding anything to the contrary contained in Section 6.01(a) or (b ) , no Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor shall incur any Indebtedness or issue any Disqualified Stock or Preferred Stock in reliance on Section 6 .01(a) or (b)(xiii) (the “ Limit ed Non-Guaran tor De bt Exceptions ”) if the amount of such Indebtedness, Disqualified Stock or Preferred Stock, when aggregated with the amount of all other Indebtedness, Disqualified Stock or Preferred Stock outstanding under such Limited Non-Guarantor Debt Exceptions, together with any Refinancing Indebtedness in respect thereof, would exceed the greater of (x) $15,000,000 and (y) 2.50% of Consolidated Total Assets; provided that in no event shall any Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Subsidiary Guarantor (i) existing at the time it became a Restricted Subsidiary or (ii) assumed in connection with any acquisition, merger or acquisition of minority interests of a non-Wholly-Owned Subsidiary (and in the case of clau ses (i) and (ii) , not created in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, merger or acquisition of minority interests) be deemed to be Indebtedness outstanding under the Limited Non-Guarantor Debt Exceptions for purposes of this Section 6.01(g) .

SECTION 6.02. Liens . Directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) on any asset or property of the Borrower or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom.

SECTION 6.03. Restricted Payments . Directly or indirectly, make any Restricted Payment, other than:

(a) Restricted Payments in an amount, together with the aggregate amount of all other Restricted Payments made by the Borrower and its Restricted Subsidiaries after the Closing Date (including Restricted Payments permitted by clauses (i) , (ii) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (C) thereof only), (vi)(C ) and (ix) of Sect ion 6 .03(b) , but excluding all other Restricted Payments permitted by Section 6.0 3(b) ) not to exceed the Available Amount; provid ed that (i) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (ii) immediately after giving effect to such transaction on a pro forma basis, the Total Net Leverage Ratio would be less than or equal to 3.75 to 1.00.

(b) Section 6.03(a) will not prohibit:

(i) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement;

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(ii) (A) the redemption, prepayment, repurchase, retirement or other acquisition of any (1) Equity Interests (“ T reas ury Capital Stock ”) of the Borrower or any Restricted Subsidiary or Junior Financing of the Borrower or any Guarantor or (2) Equity Interests of any direct or indirect parent company of the Borrower, in the case of each of clause (1) and (2) , in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of, Equity Interests of the Borrower, or any direct or indirect parent company of the Borrower to the extent contributed to the capital of the Borrower or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“ Re funding Capital Stock ”), (B) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of the Refunding Capital Stock, and (C) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (vi)(A) or (B) of this Section 6.03(b) , the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Borrower) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(iii) the redemption, repurchase or other acquisition or retirement of any Junior Financing of the Borrower or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Borrower or a Restricted Guarantor, as the case may be, which is incurred in compliance with Section 6.01(b)(xii) so long as in the case of clause (B) :

(I)

the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(II)

solely in the case of Subordinated Indebtedness, such new Indebtedness is subordinated to the Obligations at least to the same extent as such Subordinated Indebtedness so prepaid, purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(III)

such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being so prepaid, redeemed, repurchased, acquired or retired; and

(IV)

such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being so prepaid, redeemed, repurchased, acquired or retired;

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(iv) a Restricted Payment to pay for the repurchase, retirement, redemption or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant (or any of their successors, heirs, estates or assigns) of the Borrower, any of its Subsidiaries or any of their respective direct or indirect parent companies (whether pursuant to any management unit purchase agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement or otherwise); provided , how ever , that the aggregate Restricted Payments made under this clause ( iv) do not exceed in any calendar year $2,000,000; provided , further , that such amount in any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Borrower and, to the extent contributed to the capital of the Borrower, Equity Interests of any of the direct or indirect parent companies of the Borrower, in each case to members of management, directors or consultants of the Borrower, any of its subsidiaries or any of their respective direct or indirect parent companies that occurs after the Closing Date (other than Equity Interests the proceeds of which are used to fund the Transactions), to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 6.0 3(a) ; plus

(B) the cash proceeds of key man life insurance policies received by the Borrower or any of its Restricted Subsidiaries after the Closing Date; minus

(C) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this clau se ( iv) ;

and provided , furt her , that cancellation of Indebtedness owing to the Borrower from members of management of the Borrower, any of its subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of the Borrower or any of the Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Agreement;

(v) payments of cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any acquisition permitted hereunder;

(vi) [Reserved];

(vii) after a Qualified Public Offering or Qualified Merger, Restricted Payments by the Borrower to Holdings so that Holdings may declare and pay dividends to its equity holders or the equity holders of any direct or indirect parent company of Holdings in an aggregate amount not exceeding 6.0% per annum of the Net Cash Proceeds received by the Borrower from such Qualified Public Offering or Qualified Merger;

(viii) [Reserved];

(ix) [Reserved];

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(x) Restricted Payments that are made with Excluded Contributions;

(xi) Restricted Payments not to exceed the greater of (A) $2,000,000 and (B) 0.375% of Consolidated Total Assets;

(xii) [Reserved];

(xiii) [Reserved];

(xiv) the repurchase, prepayment, redemption or other acquisition or retirement for value of any Indebtedness (including any Junior Financing) upon the occurrence of a Change of Control (so long as such Change of Control has been waived by the Required Lenders);

(xv) the declaration and payment of dividends or the payment of other distributions by the Borrower to, or the making of loans or advances to, any of its direct or indirect parents or the equity interest holders thereof in amounts required for any direct or indirect parent companies or the equity interest holders thereof to pay, in each case without duplication,

(A) franchise Taxes and other fees, Taxes and expenses required to maintain their corporate existence;

(B) for any taxable period in which the Borrower and, if applicable, any of its subsidiaries is a member of a consolidated, combined or similar income tax group of which a direct or indirect parent of the Borrower is the common parent (a “ Tax Group ”), to pay federal, foreign, state and local income taxes of such Tax Group that are attributable to the taxable income of the Borrower and/or its subsidiaries; provided that, for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that the Borrower and its subsidiaries would have been required to pay as a stand-alone consolidated, combined or similar income tax group; provided , further , that the permitted payment pursuant to this clause (B) with respect to any Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar income Taxes;

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Borrower to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

(D) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Borrower to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

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(F) fees and expenses other than to Affiliates of the Borrower incurred pursuant to (1) any equity or debt offering of such parent entity (whether or not successful), (2) any Investment otherwise permitted under this covenant (whether or not successful) and (3) any transaction of the type described in Sectio n 6.0 4 ;

(H) amounts to finance Investments otherwise permitted to be made pursuant to this Section 6.03 ; provided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) such direct or indirect parent company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Borrower or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the Borrower or one of its Restricted Subsidiaries (to the extent not prohibited by Section 6.04 ) in order to consummate such Investment, in each case, subject to the limitations set forth in clauses (h) and (m) of, and the proviso set forth at the end of, the definition of “Permitted Investment”; (3) such direct or indirect parent company and its Affiliates (other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction, (4) any property received by the Borrower shall not increase amounts available for Restricted Payments pursuant to Section 6.03 (a) and (5) such Investment shall be deemed to be made by the Borrower or such Restricted Subsidiary by another paragraph of this Section 6.03 (other than pursuant to clause (x) hereof) or pursuant to the definition of “Permitted Investments” (other than clause (i) thereof);

(I) reasonable and customary fees payable to any directors of any direct or indirect parent of the Borrower and reimbursement of reasonable out-of-pocket costs of the directors of any direct or indirect parent of the Borrower in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; and

(J) reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of the Borrower in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

(xvi) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries;

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(xvii) payments or distributions to dissenting equityholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole, that complies with Section 6.04 ; provided that if as a result of such consolidation, merger or transfer of assets, a Change of Control has occurred, such Change of Control has been consented to or waived by the Required Lenders;

(xviii) Restricted Payments by (A) a non-Subsidiary Guarantor to Borrower or any Restricted Subsidiary or any other holder of its Equity Interests (so long as any payment to such owner of its Equity Interests is pro rata among all holders of its Equity Interests), (B) a Foreign Subsidiary to Borrower or any Restricted Subsidiary or any other holder of its Equity Interests (so long as any payment to such owner of its Equity Interests is pro rata among all holders of its Equity Interests) or (C) any other subsidiary to the Borrower or any Subsidiary Guarantor;

(xix) payments or distributions in connection with an AHYDO “catch up” payment with respect to any Incremental Equivalent Debt, Replacement Loans, Junior Financing or Refinancing Indebtedness;

(xx) purchases of minority interests in non-Wholly-Owned Subsidiaries by the Borrower and the Guarantors;

(xxi) any payment of any dividend from the Borrower to Holdings in connection with the payment of social security or other payroll Taxes based on the issuance of Equity Interests to employees or other service providers; and

(xxii) additional Restricted Payments, so long as, both immediately before and after giving effect to the declaration and making thereof, on a pro forma basis, the Total Net Leverage Ratio shall be less than 3.25 to 1.00;

provided , however , that at the time of, and after giving effect to, any Restricted Payment permitted under clauses ( ii) , (iii) , (vii) (as determined at the time of the declaration of such dividend), (xi) , (xv)(E) , (xvi) and (xxi i) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) As of the Closing Date, all of the subsidiaries of the Borrower will be Restricted Subsidiaries. The Borrower will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to Secti on 5.11(b) . For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 6.03(a) or (b)(vii) , (x) or (xi) , or pursuant to the definition of “Permitted Investments,” and if such subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Loan Documents.

SECTION 6.04. Fundamen tal Changes .

(a) The Borrower may not consolidate or merge with or into or wind up into (whether or not the Borrower is the surviving corporation), and may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Borrower and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

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(i) the Borrower is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or the Person to whom such sale, assignment, transfer, lease, conveyance or other Disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, the “ Successor C ompany ”);

(ii) the Successor Company, if other than the Borrower, expressly assumes all the Obligations of the Borrower pursuant to documentation reasonably satisfactory to the Administrative Agent;

(iii) immediately after such transaction, no Default exists;

in each case made or effected substantially simultaneously with such transaction or related financing;

(vi) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger or transfer and such documentation relating to the Loan Documents, if any, comply with this Agreement;

provided that the Borrower shall promptly notify the Administrative Agent of any such transaction and shall take all required actions in order to preserve and protect the Liens on the Collateral securing the Secured Obligations either prior to or upon the later to occur of (x) 30 days following such transaction or (y) the earlier of the date of the required delivery of the next Compliance Certificate and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent).

The Successor Company will succeed to, and be substituted for the Borrower under the Loan Documents. Notwithstanding the foregoing, clause (iv) shall not apply to the Transactions.

(b) Notwithstanding the foregoing paragraphs (a)(iii) and (a)(iv) ,

(i) a Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Borrower or a Restricted Guarantor;

(ii) the Borrower may merge with an Affiliate of the Borrower solely for the purpose of reorganizing the Borrower in a State of the United States so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby; and

(iii) any Foreign Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to any other Foreign Subsidiary.

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(c) Neither (x) Holdings nor (y) any Restricted Guarantor will, and the Borrower will not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not Holdings, the Borrower or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless, in the cause of clause (y) only:

(D) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger or transfer and such documentation relating to the Loan Documents, if any, comply with this Agreement;

(ii) the transaction does not violate Section 6.05 ;

In the case of clause ( i)(A) above, the Successor Person will succeed to, and be substituted for, such Restricted Guarantor under the Loan Documents. Notwithstanding the foregoing, any Restricted Guarantor (x) may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or the Borrower or (y) dissolve, liquidate or wind up its affairs if such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.05. Dispositions . Cause, make or suffer to exist a Disposition, except:

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(b) the Disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under Section 6.04 or any Disposition that constitutes a Change of Control;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 6.03 ;

(d) any Disposition of property or assets or issuance of Equity Interests (A) by a Restricted Subsidiary of the Borrower to the Borrower or (B) by the Borrower or a Restricted Subsidiary of the Borrower to another Restricted Subsidiary of the Borrower; provide d that in the case of any event described in clause (B) where the transferee or purchaser is not a Guarantor, the Net Cash Proceeds thereof, when aggregated with the amount of Permitted Investments made pursuant to clauses (a) and (c) of the definition thereof, shall not exceed the greater of (x) $10,000,000 and (y) 1.75% of Consolidated Total Assets;

(e) any Permitted Asset Swap;

(f) (i) the sale, lease, assignment, license or sub-lease of any real, intangible or personal property (including the provision of software under an open source license or the licensing of other intellectual property rights) in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries (taken as a whole) and (ii) inbound and non-exclusive outbound licenses to intellectual property rights, in each case that do not materially interfere with the business of the Borrower and its Restricted Subsidiaries (taken as a whole);

(g) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h) [Reserved];

(i) any sale or other Disposition in connection with any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date, including Sale and Lease-Back Transactions and asset securitizations permitted under this Agreement;

(j) Dispositions or discounts without recourse of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business;

(k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the Net Cash Proceeds therefor; provided such transfer shall constitute a Property Loss Event;

(l) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Borrower or a Restricted Subsidiary are not material to the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(m) voluntary terminations, the unwinding or settling of Hedging Obligations;

(n) Dispositions (including Sale and Lease-Back Transactions) by a Foreign Subsidiary designed to generate foreign distributable reserves;

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(o) any Disposition to the extent not involving property (when taken together with any related Disposition or series of related Dispositions) with a fair market value in excess of $2,500,000; and

(p) Dispositions with a fair market value in excess of $2,500,000 that are not otherwise permitted under this Section 6.05 , provided that:

(i) at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provid ed that the amount of (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are Subordinated Indebtedness or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Disposition, and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of $7,500,000 and 1.25% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose; and

(r) Dispositions of non-core assets acquired in connection with acquisitions permitted hereunder or other Investments permitted hereunder; provided that (i) the fair market value of all such Dispositions shall not exceed in the aggregate the greater of (x) $10,000,000 or (y) 1.75% of Consolidated Total Assets since the Closing Date, (ii) no Event of Default shall have occurred and be continuing or would immediately result from such Disposition and (iii) each such sale is in an arm’s-length transaction and the Borrower or the respective Restricted Subsidiary receives at least fair market value; and

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p rovided that the consideration received by the Borrower or such Restricted Subsidiary, as the case may be, with respect to any Disposition of any property with a fair market value in excess of $2,500,000 must be at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of. To the extent any Collateral is disposed of as expressly permitted by this Section 6.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, is hereby authorized and directed by the Required Lenders to take any actions deemed appropriate in order to effect the foregoing.

SECTION 6.06. Transactions with Affilia tes . Except for transactions by or among the Borrower and the Restricted Guarantors, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, involving aggregate payments or consideration in excess of $10,000,000 in any fiscal year unless:

(a) such transaction is on terms that are not materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(b) the Borrower delivers to the Administrative Agent with respect to any such transaction or series of related transactions involving aggregate payments or consideration in excess of $25,000,000, a resolution adopted by the majority of the Governing Board of the Borrower approving such transaction and set forth in an Officer’s Certificate certifying that such transaction complies with clause (a) above.

(i) the Borrower or any Restricted Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties;

(ii) the Borrower and its Restricted Subsidiaries may pay expenses and make indemnification payments and, if no Event of Default has occurred and is continuing or would result therefrom, fees ( provided that, from and after the occurrence and during the continuance of an Event of Default such fees may accrue but not be payable in cash until such time as no Event of Default is then continuing), directly or indirectly to the Sponsor pursuant to and in accordance with the Sponsor Management Agreement;

(iii) the Transactions and the payment of the Transaction Expenses;

(iv) issuances by the Borrower and its Restricted Subsidiaries of Equity Interests not prohibited under this Agreement;

(v) reasonable and customary fees payable to any directors of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) and reimbursement of reasonable out-of-pocket costs of the directors of the Borrower and its subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course of business, in the case of any direct or indirect parent to the extent reasonably attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries;

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(vi) (A) expense reimbursement and employment, severance and compensation arrangements entered into by the Borrower and its Restricted Subsidiaries with their officers, employees and consultants in the ordinary course of business, including, without limitation, the payment of stay bonuses and incentive compensation and/or such officer’s, employee’s or consultant’s equity investment in certain Restricted Subsidiaries and (B) transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(vii) payments by the Borrower and its Restricted Subsidiaries to each other pursuant to Tax sharing agreements or arrangements among Parent and its subsidiaries on customary terms (including, without limitation, transfer pricing initiatives);

(viii) the payment of reasonable and customary indemnities to directors, officers and employees of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course of business, in the case of any direct or indirect parent to the extent attributable to the operations of the Borrower and its Restricted Subsidiaries;

(x) Restricted Payments permitted under Section 6.03 ;

(xi) so long as no Event of Default has occurred and is continuing or would result therefrom, payments by the Borrower and its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Governing Board of the Borrower, in good faith; provided that, upon the occurrence and during the continuance of an Event of Default such payment amounts may accrue but not be payable in cash until such time as no Event of Default is then continuing;

(xii) loans and other transactions among the Borrower and its subsidiaries (and any direct and indirect parent company of the Borrower) to the extent permitted under this Article VI ; provided that any Indebtedness of any Loan Party owed to a Restricted Subsidiary that is not a Loan Party (or a Person that is required to become a Loan Party in accordance with Section 5.09 ) shall be subject to subordination provisions no less favorable to the Lenders than the subordination provisions reasonably acceptable to the Administrative Agent;

(xiii) the existence of, or the performance by the Borrower or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided , however, that the existence of, or the performance by the Borrower or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (xiii) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken as a whole;

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(xiv) transactions with customers, clients, joint venture partners, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business which are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the Governing Board of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(xv) [Reserved];

(xvi) payments or loans (or cancellation of loans) to employees or consultants of the Borrower, any of its direct or indirect parent companies or any of its Restricted Subsidiaries which are approved by a majority of the Governing Board of the Borrower in good faith; and

(xvii) transactions among Foreign Subsidiaries for Tax planning and Tax efficiency purposes.

For the avoidance of doubt, the parties hereto acknowledge and agree that nothing provided in this Agreement shall restrict the ability of Holdings to make a one-time payment from proceeds of a Qualified Public Offering or Qualified Merger to affiliates of the Sponsor in connection with the termination of the Sponsor Management Agreement so long as no Event of Default has occurred and is continuing or would immediately result therefrom; provided that from and after the occurrence and during the continuance of an Event of Default such amounts may accrue but not be payable in cash until such time as no Event of Default is then continuing.

SECTION 6.07. Restrictive Agreements . Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon:

(a) the ability of any Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations;

(c) the ability of any Restricted Subsidiary to sell, lease or transfer any of its properties or assets to the Borrower or any Guarantor;

provided that the foregoing shall not apply to:

(i) restrictions and conditions imposed by law, by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;

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(iii) restrictions and conditions on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder;

(ix) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(x) Secured Indebtedness otherwise permitted to be incurred under Sections 6.01 and 6.02 that limit the right of the obligor to dispose of the assets securing such Indebtedness;

(xi) restrictions arising in connection with cash or other deposits permitted by the definition of Permitted Investments or under Section 6.02 and limited to such cash or deposit;

(xii) restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business;

(xiii) restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder;

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(xiv) any encumbrances or restrictions of the type referred to in clau ses ( a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses ( i) through (xiii) above; p rovi ded that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the reasonable, good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(d) clause (a) and cla use (c) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment, sale or transfer thereof, in each case entered into in the ordinary course of business or which exists on the date hereof, and no such clause in this Section 6.07 shall prohibit or restrict such party’s right to execute a subordination, non-disturbance and attornment agreement in a form customary and reasonably acceptable to Borrower or such Restricted Subsidiary.

SECTION 6.08. B usiness of the Borrow er and Its Restric ted Subsi diaries . Engage in any line of business material to the Borrower and its subsidiaries taken as a whole other than (a) those lines of business conducted by the Borrower or any Restricted Subsidiary on the Closing Date or (b) any Similar Business.

SECTION 6.09. Mod ific ation of Junior Fi nancing Documen tation . Directly or indirectly, amend, modify or change (a) the subordination provisions of any Junior Financing Documentation (and the component definitions used therein) or (b) any other term or condition of any Junior Financing Documentation, in the case of this cla use (b) , in any manner materially adverse to the interests of the Lenders and, in each case, without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

SECTION 6.10. Changes in Fiscal Year . Make any change in its fiscal year; provided , however , that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

SECTION 6.11. Permitted Activities . With respect to Holdings, engage in any operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Revolving Credit Documents, any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) (1) guaranties in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 6 .01 , including any Refinancing Indebtedness thereof and (2) guaranties of other obligations not constituting Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries, (vi) if applicable, participating in Tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or Cash Equivalents, (viii) making of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) entering into employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and

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performing the activities contemplated thereby and (xi) any activities incidental or reasonably related to the foregoing. Notwithstanding the foregoing in this Section 6.11 , Holdings shall not incur any Liens on Equity Interests of the Borrower other than non-consensual Liens and those for the benefit of the Secured Obligations and the obligations with respect to the Revolving Credit Agreement and any Replacement Loans, Incremental Equivalent Debt, Junior Financing or Refinancing Indebtedness (in each case, subject at all times to the Intercreditor Agreement or an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower), and Holdings shall not own any Equity Interests other than those of the Borrower.

SECTION 6.12. Hedging Agreements . Enter into any Hedging Agreement, except (a) Hedging Agreements entered into to hedge or mitigate risks to which the applicable Loan Party or Restricted Subsidiary has actual or anticipated exposure (other than those in respect of Capital Stock), including, but not limited to, risks related to fluctuations in currency exchange rates or commodities pricing and (b) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the applicable Loan Party or Restricted Subsidiary.

ARTICLE VII

Events of Def ault

SECTION 7.01. Eve nt s of Default . In case of the happening of any of the following events (“ Events of Default ”):

(b) default shall be made in the payment of any principal of any Term Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for mandatory prepayment thereof or by acceleration thereof or otherwise;

(c) default shall be made in the payment of any interest on any Term Loan or the Administration Fees or other amount (other than an amount referred to in clause (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;

(d) default shall be made in the due observance or performance by the Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in Sec tion 5.01( a) (with respect to the Borrower), 5.05(a) or in A rticle VI ;

(f) (i) Holdings or any Restricted Subsidiary shall fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to an applicable grace period), which failure

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enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such 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 or that is a failure to pay such Material Indebtedness at its maturity or (ii) any other 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 clause (ii) shall not apply to (i) secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness if such sale or transfer is otherwise permitted hereunder, (ii) any Material Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Material Indebtedness or the non-payment or non-performance of obligations related thereto or (y) sole option is to elect, in each case, to convert such Material Indebtedness into Qualified Capital Stock (or cash in lieu of fractional shares) and (iii) in the case of Material Indebtedness which the holder thereof may elect to convert into Qualified Capital Stock, such Material Indebtedness from and after the date, if any, on which such conversion has been effected;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings or any Restricted Subsidiary (other than an Immaterial Subsidiary), or of a substantial part of the property or assets of Holdings or a Restricted Subsidiary (other than an Immaterial Subsidiary), under the Bankruptcy Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of the property or assets of Holdings or a Restricted Subsidiary (other than an Immaterial Subsidiary) or (iii) the winding-up or liquidation of Holdings or any Restricted Subsidiary (other than an Immaterial Subsidiary); and 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;

(h) Holdings or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of any proceeding or the filing of any petition described in clause (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of the property or assets of Holdings or any Restricted Subsidiary (other than an Immaterial Subsidiary), (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) become unable, admit in writing its general inability or fail generally to pay its debts as they become due;

(i) one or more judgments for the payment of money in an aggregate amount exceeding $15,000,000 (to the extent not covered by insurance as to which an insurance company has not denied coverage or by an indemnification agreement as to which the indemnifying party has not denied liability) shall be rendered against Holdings and/or any Restricted Subsidiary (other than an Immaterial Subsidiary) and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed;

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(j) (i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect or (ii) a Pension Event occurs with respect to any Foreign Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect;

(l) other than with respect to Collateral not exceeding $5,000,000 in the aggregate, any Lien purported to be created by any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid, perfected first priority Lien (subject only to Permitted Liens) having the priority contemplated thereby (except as otherwise expressly provided in this Agreement or such Security Document) on the securities, assets or properties purported to be covered thereby, except to the extent that any lack of validity, perfection or priority results from any act or omission of any Collateral Agent, the Administrative Agent, or any Lender (so long as such act or omission does not result from the breach or non-compliance by a Loan Party with the Loan Documents); or

(m) there shall have occurred a Change of Control;

then, and in every such event (other than an event with respect to the Borrower described in parag raph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Term Loan Commitments and (ii) declare the Term Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Term Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Administration Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in parag raph (g) or (h) above, the Term Loan Commitments shall automatically terminate and the principal of the Term Loans then outstanding, together with accrued interest thereon and any unpaid accrued Administration Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE VIII

The Administrative Agent a nd th e Collateral Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent and the Collateral Agent (the Administrative Agent and the Collateral Agent are referred to collectively as the “ Agents ”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are

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delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases and intercreditor agreements) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents.

The Person serving as the Administrative Agent and/or the Collateral 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 an Agent (and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as such Agent hereunder in its individual capacity), and such bank and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

No Agent or any of their Related Parties shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, no Agent shall: (i) be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; (ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or the Collateral Agent, as applicable, is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose any Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (iii) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Neither Agent 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 relevant Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.08 ) or in the absence of its own gross negligence, bad faith or willful misconduct or material breach of the Loan Documents (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Neither Agent shall be deemed to have knowledge of any Default or Event of Default unless and until such Agent shall have received written notice from the Borrower or a Lender referring to this Agreement, describing such Default and stating that such notice is a “notice of default”, and neither Agent shall 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 or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent or (vii) the compliance by any Fund Affiliates with the terms of Section 9.0 4(m).

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Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any making of any Term Loan or any conversion or continuation of any Borrowing pursuant to Section 2.10 that by its terms shall 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 prior written notice to the contrary from such Lender. Each Agent may consult with legal counsel (who may be counsel for the Borrower or any Affiliate thereof), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith and in accordance with the advice of any such counsel, accountants or experts.

For purposes of determining compliance with the conditions specified in Section 4.02 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying in writing the Lenders and the Borrower. Upon receipt of any such notice of resignation of the Administrative Agent or the Collateral Agent, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, and provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Article VII ), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution having a combined capital and surplus of at least $500,000,000.

If no successor agent is appointed prior to the effective date of resignation (the “ Resignation Effective Date ”) of the relevant Agent specified by such Agent in its notice, the resigning Agent may appoint, after consulting with the Lenders and with the consent of the Borrower, a successor agent from among the Lenders. If no successor agent has accepted appointment as the successor agent by the date which is 60 days following the Resignation Effective Date, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders, appoint a successor agent as provided for above (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the resigning Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed).

With effect from the Resignation Effective Date, (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative

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Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Documents or (b) otherwise ensure that the obligations under Section 5.0 9 are satisfied, the successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents (if not already discharged therefrom as provided above) other than any rights to indemnity payments owed to the retiring or removed Administrative Agent. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring 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 acting as Agent.

None of Lenders or other Persons identified on the cover page or signature pages of this Agreement as a “bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any Agent’s Related Parties, the Arrangers or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents, the Arrangers or any other Lender 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 or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the IRS or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective or if any payment has been made by the Administrative Agent to any Lender without applicable withholding tax being deducted from such payment), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 2.15 or 2.20 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Article VIII . The agreements in this Article VIII shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations.

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In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent and the Collateral Agent (irrespective of whether the Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise;

(a) to file and prove a claim for the whole amount of the Obligations and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and each Agent or (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and each Agent and their respective agents and counsel and all other amounts due such Lenders and the Administrative Agent under S ection 2.05 and 9.05 ) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to such Agent and, in the event such Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Se ctions 2.05 and 9.05 .

Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan or reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize such Agent to vote in respect of the claim of any such Lender in any such proceeding.

The provisions of this Articl e VI II are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices . Unless otherwise expressly provided herein, 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 to the applicable party hereto, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, all as follows:

(a) If to the Borrower, to it at:

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c/o Clearlake Capital Group

233 Wilshire Blvd., Suite 800

Santa Monica, California 90401

Attention: Behdad Eghbali and James Pade

Fax No.: (310) 400-8801

Email: behdad@clearlakecapital.com and jpade@clearlakecapital.com

and (but not or):

ConvergeOne Holdings Corp.

3344 Highway 149

Eagan, Minnesota 55121

Attention: Jeff Nachbor

Phone: (651) 393-3632

E-mail: jnachbor@converge-one.com

with a copy to (which shall not constitute notice):

Alston & Bird LLP

333 South Hope Street

16 ^th Floor

Los Angeles, CA 90071-3004

Attention: Matthew J. Wrysinski

Fax: (213) 576-2892

Email: matthew.wrysinski@alston.com

If to JPMCB as Administrative Agent and as Collateral Agent, to:

for notices (other than Borrowing Requests and notices in respect of payments):

JPMorgan Chase Bank, N.A.

CIB DMO WLO

Mail code NY1-C413

4 CMC, Brooklyn, NY, 11245-0001

Attention: Robin Lande

Email: ib.collateral.services@jpmchase.com

and (but not or), in the case of notifications or inquiries related to agency

compliance, financials, or Intralinks, with an email copy to:

covenant.compliance@jpmchase.com

and (but not or), in the case of a notification with respect to the Disqualified Institutions list (including any update thereto), with an email copy to:

JPMDQ_Contact@jpmorgan.com

and (but not or), in the case of agency withholding tax inquiries, with an email copy to:

agency.tax.reporting@jpmorgan.com

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and with a further copy to (which shall not constitute notice):

Latham & Watkins LLP

355 South Grand Avenue

Suite 100

Los Angeles, CA 90071-1560

Attention: Jason R. Bosworth

Tel: (213) 891-8291

Email: jason.bosworth@lw.com

for Borrowing Requests and notices in respect of payments:

JPMorgan Chase Bank, N.A.

500 Stanton Christiana Rd.

NCC5 / 1st Floor

Newark, DE 19713

Attention: Loan & Agency Services Group (Ali Zigami)

Tel: 302-634-4834

Fax: 302-634-4733

Email: ali.zigami@chase.com

(b) If to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.

As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time in writing, notices and other communications may also be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites); provid ed that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail 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) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in clause (i) above, of notification that such notice or communication is available and identifying the website address therefor; provided that, in the case of clauses (i) and (ii) , if such notice, e-mail 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.

The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, and will cause its subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Arti cle V , including all notices, requests,

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financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (1) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 , (2) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (3) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (4) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such nonexcluded communications being referred to herein collectively as “ Co mmunications ”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH 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, NONINFRINGEMENT 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 PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

SECTION 9.02. Survival of Agreement . All covenants, agreements, representations and warranties made by the Borrower herein or any other Loan Document, shall be considered to have been relied upon by the Agents and the Lenders and shall survive the making by the Lenders of the Term Loans, regardless of any investigation made by the Agents or the Lenders or on their behalf, and notwithstanding that any Agent or any Lender may have had notice or actual knowledge of any Default at the time of the making of any Term Loans shall continue in full force and effect until the Termination Date. The provisions of Sections 2.14 , 2.16 , 2 .20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Term Loans, the expiration of the Term Loan Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender.

SECTION 9.03. B inding Effect . This Agreement shall become effective when it shall have been executed by the Borrower and 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.

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SECTION 9.04. Successors and Assigns .

(a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower, the Administrative Agent, the Collateral Agent or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

(b) Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment and the Term Loans at the time owing to it); provided , how ever , that (i) each of the Administrative Agent and the Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); provided that no such consent shall be required to any such assignment made to a Lender or an Affiliate or Related Fund of a Lender (in each case, other than to Disqualified Institutions) and the consent of the Borrower shall (x) not be required (1) during the continuance of any Specified Default or (2) with respect to any such assignment that is being made by JPMCB (as the initial Lender hereunder) to an Eligible Assignee previously approved by the Borrower, within the 60 day period commencing on the Closing Date, as part of the “primary syndication” of the Term Loans, and (y) be deemed to have been given to any assignment unless the Borrower shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, (ii) (A) in the case of any assignment, other than assignments to an existing Lender, an Affiliate of a Lender or a Related Fund, the amount of the Term Loan Commitment or Term Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $500,000 (or if less, the entire remaining amount of such Lender’s Term Loan Commitment or Term Loans) and shall be in an amount that is an integral multiple of $500,000 (or the entire remaining amount of such Lender’s Term Loan Commitment or Term Loans), provided , however , that simultaneous assignments by or to two or more Related Funds shall be combined for purposes of determining whether the minimum assignment requirement is met, and (B) in the case of any assignment to any existing Lender, an Affiliate of a Lender or a Related Fund, after giving effect to such assignment, Term Loan Commitments or Term Loans of the assigning Lender and its Affiliates and Related Funds shall be zero or not less than $500,000, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (such Assignment and Acceptance to be (A) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Administrative Agent in its sole discretion), and (iv) the assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and the tax forms required under Section 2.20(e) . Upon acceptance and recording pursuant to paragr aph (e) of this Section 9.04 , from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an 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 2.14 , 2.16 , 2.20 and 9.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, as well as to any Administration Fees accrued for its account and not yet paid); provided , that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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(c) No such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this sentence. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Any assignment or transfer that does not comply with this paragraph 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 Secti on 9.04 .

(d) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Term Loan Commitment, and the outstanding principal amount of its Term Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of Holdings, the Borrower or any subsidiary or the performance or observance by Holdings, the Borrower or any subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance, (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.05 or delivered pursuant to Section 5.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (v) such assignee will independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(e) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders

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and any changes thereto, meeting the requirements of Treasury Regulation Section 5f.103-1(c), whether by assignment or otherwise, and the Term Loan Commitment of, and principal amount of the Term Loans (and related interest amount and fees with respect to such Term Loan) owing and paid to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Collateral Agent and the Lenders may 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 Borrower and any Lender (but only, in the case of a Lender, with respect to any entry relating to such Lender’s Term Loans, Term Loan Commitments and other Obligations) at any reasonable time and from time to time upon reasonable prior notice.

(f) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in parag raph (b) above, if applicable, and the written consent of the Administrative Agent and the Borrower to such assignment (in each case to the extent required pursuant to paragraph (b) above) and any applicable tax forms required by Sectio n 2. 20(e) , the Administrative Agent shall (i) accept such Assignment and Acceptance, (ii) promptly record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e) and (iii) if requested by an assignee, provide to such assignee the most recent list of Disqualified Institutions identified in writing to the Administrative Agent and the Lenders as of such date; prov ided that the Administrative Agent shall have no responsibility to monitor compliance in connection therewith.

(g) Each Lender may without the consent of the Borrower or the Administrative Agent sell participations to one or more banks or other Persons (other than to Disqualified Institutions, any natural Person or Holdings or any of its subsidiaries or Affiliates) in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment and the Term Loans owing to it); prov ided , 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, (iii) the participating banks or other Persons shall be entitled to the benefit of the cost protection provisions contained in Sections 2.14 , 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant and in the case of Section 2.20 , only if such participant shall have provided any form of information that it would have been required to provide under such Section if it were a Lender) (it being understood that any forms, information or other documentation required under such Sections shall be delivered to the participating Lender), (iv) to the extent permitted by applicable law, each participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender, so long as such participant agrees to be subject to Section 2.18 as though it were a Lender and (v) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Term Loans and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers described in clauses (i) , (ii) and (iii) of Section 9.08(b) as it pertains to the Term Loans or Term Loan Commitments in which such participant has an interest). Each Lender selling a participation to a participant (i) shall keep a register, meeting the requirements of Treasury Regulation Section 5f.103-1(c), of each such participation, specifying such participant’s entitlement to payments of principal and interest with respect to such participation, (ii) shall provide the Administrative Agent and the Borrower with the applicable forms, certificates and statements described in Section 2.20(e) as if such participant was a Lender hereunder and (iii) if requested by a participant, provide to such participant the most recent list of Disqualified Institutions identified in writing to the Administrative Agent and the Lenders as of such date; prov ided that the Administrative Agent shall have

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no responsibility to monitor compliance in connection therewith. Notwithstanding anything in clause (ii) of the immediately preceding sentence to the contrary, each Lender shall have the right to sell one or more participations to one or more lenders or other Persons that provide financing to such Lender in the form of sales and repurchases of participations without having to satisfy the requirements set forth therein.

(h) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04 , disclose to the assignee or participant or proposed assignee or participant any non-public information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such non-public information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16 .

(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided that (i) such assignment shall not increase the costs or expenses or otherwise increase or change the obligations of the Borrower hereunder and (ii) no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

(j) Notwithstanding anything to the contrary contained herein, any Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle (an “ SPC ”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Term Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Term Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Term Loan, the Granting Lender shall be obligated to make such Term Loan pursuant to the terms hereof. The making of a Term Loan by an SPC hereunder shall utilize the Term Loan Commitment of the Granting Lender to the same extent, and as if, such Term Loan were made by such Granting Lender. Each party hereto hereby agrees that (x) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower hereunder, (y) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (z) the Granting Lender shall for all purposes remain the Lender of record hereunder. In addition, notwithstanding anything to the contrary contained in this Section 9.04 , any SPC may (A) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Term Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (B) disclose on a confidential basis any non-public information relating to its funding of Term Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.

(k) The Borrower shall not assign or delegate any of its rights or duties hereunder (other than in a transaction permitted by Sectio n 6.04 ) without the prior written consent of the Administrative Agent and each Lender, and any attempted assignment without such consent shall be null and void.

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(l) If the Borrower wishes to replace the Term Loans or Term Loan Commitments hereunder with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders, instead of prepaying the Term Loans or reducing or terminating the Term Loan Commitments to be replaced, to (i) require the Lenders to assign such Term Loans or Term Loan Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 9.08 (with such replacement, if applicable, being deemed to have been made pursuant to Section 9.08(d) ). Pursuant to any such assignment, all Term Loans and Term Loan Commitments to be replaced shall be purchased at par (allocated among the Lenders in the same manner as would be required if such Term Loans were being optionally prepaid or such Term Loan Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 2.16 . By receiving such purchase price, the Lenders shall automatically be deemed to have assigned the Term Loans or Term Loan Commitments pursuant to the terms of an Assignment and Acceptance, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this paragraph are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

(m) Any Lender may, so long as no Event of Default has occurred and is continuing, at any time, without any consent, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender, subject to the following limitations:

(i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhib it A-3 hereto (an “ Affil iated Lender Assignment and Assumptio n ”);

(ii) Affiliated Lenders (A) will not receive access to the Platform or information provided solely to Lenders by the Administrative Agent or any Lender, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Term Loan Commitments required to be delivered to Lenders pursuant to Article II , (B) will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent and (C) will not receive advice of counsel to the Administrative Agent and the Lenders;

(iii) in connection with each assignment pursuant to this Sec tion 9.04(m) , the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Affiliated Lender;

(iv) the aggregate principal amount of Term Loans (as of the date of consummation of any transaction under this Section 9.04(m) ) held at any one time by all Affiliated Lenders shall not exceed 25% of the aggregate principal amount of Term Loans (of any individual Class or of all Classes in the aggregate) outstanding at such time (such percentage, the “ Affiliated Lender Cap ”); provided , however , that in the event the Affiliated Lender Cap shall be exceeded, whether at the time of any assignment or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded; and

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(v) in the event that any Default under Section 7.01(g) or (h) has occurred and is continuing, each Affiliated Lender shall acknowledge that it is an “insider” under Section 101(31) of the Title 11 of the United States Code and, as such, the claims associated with the loan and commitments owned by it shall not be included in determining whether the applicable class of creditors holding such claims has voted to accept a proposed plan for purposes of Section 1129(a)(10) of Title 11 of the United States Code, and their voting rights shall be subject to Section 10.07(o) and (p) below.

Each Affiliated Lender agrees to notify the Administrative Agent promptly (and in any event within 10 Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within 10 Business Days) if it becomes an Affiliated Lender. Such notice shall contain the type of information required and be delivered to the same addressee as set forth in Exhibit A-2 .

Each Lender participating in any assignment to any Affiliated Lender acknowledges and agrees that in connection with such assignment, (1) such Affiliated Lender then may have, and later may come into possession of Excluded Information, (2) such Lender has independently and, without reliance on any Affiliated Lender or any of their Subsidiaries, Holdings, the Borrower or any of its Subsidiaries, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Affiliated Lenders, Holdings, the Borrower or any of its Subsidiaries or any of their respective Affiliates shall be required to make any representation that it is not in possession of Excluded Information, (4) none of the Affiliated Lenders, Holdings, the Borrower or any of its Subsidiaries, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates shall have any liability with respect to the nondisclosure of the Excluded Information to such Lender, (5) (i) such Lender and the Affiliated Lender party to such assignment hereby waives and releases, to the extent permitted by law, any claims such Person may have against the Administrative Agent and any other Agent-Related Persons, and (ii) such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Affiliated Lenders, Holdings, the Borrower and their respective subsidiaries and Affiliates, in each case of clause (i) and (ii), under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information, and (6) that the Excluded Information may not be available to the Administrative Agent or the other Lenders; it being agreed that nothing in this sentence shall limit the indemnification obligations of the Borrower to such Lender under Section 9. 05(b) in respect of indemnified liabilities imposed on, incurred by or asserted against such Lender by any party other than the Company Parties, their respective subsidiaries, the Sponsor and their respective Affiliates with respect to the nondisclosure of the Excluded Information.

(n) Any Lender may, so long as (1) no Event of Default has occurred and is continuing or would immediately result therefrom and (2) immediately prior to and immediately following any such assignment or purchase, the Loan Parties and their respective Restricted Subsidiaries shall be in compliance with all of the terms and provisions of S ection 6.03 , then, at any time, without any consent, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to any Company Party through (x) Dutch auctions open to all Lenders on a pro rata basis, and (y) open market purchases, subject to the following:

(i) no assignment of Term Loans to any Company Party may be purchased with the proceeds loans under the Revolving Credit Agreement;

(ii) the assigning Lender and such Company Party shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption substantially in the form of Exhibit A-3 hereto;

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(iii) if Holdings is the assignee, upon such assignment, transfer or contribution, Holdings shall automatically be deemed to have contributed the principal amount of such Term Loans, plus all accrued and unpaid interest thereon, to the Borrower;

(iv) if Holdings, the Borrower or any of its Subsidiaries is the assignee (including through contribution or transfers set forth in c lause (iii ) above), (A) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to Holdings, the Borrower or such subsidiary shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (B) the aggregate outstanding principal amount of Term Loans of the applicable Class shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans so cancelled and extinguished, and (C) Holdings, the Borrower or such subsidiary shall promptly provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register; and

(v) none of Holdings, the Borrower or any of its subsidiaries (A) will receive access to the Platform or information provided solely to Lenders by the Administrative Agent or any Lender, (B) will be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent or (C) will receive advice of counsel to the Administrative Agent and the Lenders.

Each Lender participating in any assignment to any Company Party acknowledges and agrees that in connection with such assignment, (1) such Company Party then may have, and later may come into possession of Excluded Information, (2) such Lender has independently and, without reliance on any Company Party or their respective subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Company Parties, their respective subsidiaries, the Sponsor or any of their respective Affiliates shall be required to make any representation that it is not in possession of MNPI and all parties to the relevant transactions shall render customary “big boy” disclaimer letters, (4) none of the Company Parties, their respective subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates shall have any liability with respect to the nondisclosure of the Excluded Information to such Lender, (5) (i) such Lender and the Company Party party to such assignment hereby waives and releases, to the extent permitted by law, any claims such Person may have against the Administrative Agent and any other Agent-Related Persons, and (ii) such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Company Parties, their respective subsidiaries, the Sponsor and their respective Affiliates, in each case of clause (i) and (ii), under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information, and (6) that the Excluded Information may not be available to the Administrative Agent or the other Lenders; it being agreed that nothing in this sentence shall limit the indemnification obligations of Borrower to such Lender under Section 9.05(b ) in respect of indemnified liabilities imposed on, incurred by or asserted against such Lender by any party other than the Company Parties, their respective subsidiaries, the Sponsor and their respective Affiliates with respect to the nondisclosure of the Excluded Information.

The aggregate outstanding principal amount of the Term Loans of the applicable Class shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans purchased by, or contributed to (in each case, and subsequently cancelled hereunder), Holdings or the Borrower pursuant to this Secti on 9.04(m ) and each principal repayment installment with respect to the Term Loans of such Class pursuant to Section 2.11(a) shall be reduced pro rata by the par value of the aggregate principal amount of Term Loans so purchased or contributed (and subsequently cancelled).

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Any purchase of Term Loans pursuant to this Section 9.04(m) shall not constitute a voluntary or mandatory payment or prepayment under this Agreement.

(o) Notwithstanding anything in Section 9.08 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 9.04(p) , any plan of reorganization pursuant to the Bankruptcy Code, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action, and any Affiliated Lenders shall be deemed to have voted their respective interests as Lenders without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders entitled to vote on such matter who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver, consent or other action shall (1) increase any Term Loan Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case of the preceding clauses (1) through (5), except as provided in Section 9.04(p) .

(p) Additionally, the Loan Parties and Affiliated Lenders hereby agree that if a case under Title 11 of the Bankruptcy Code is commenced against any Loan Party, such Loan Party shall seek (and the Affiliated Lenders shall consent) to provide that the vote of the Affiliated Lenders with respect to any plan of reorganization of such Loan Party shall be counted in the same proportion as all other Lenders except that Affiliated Lenders’ vote may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by Affiliated Lenders in a manner that is less favorable in any material respect to the Affiliated Lenders than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower or would deprive the Affiliated Lenders of their pro rata share of any payments to which all Lenders are entitled. The Affiliated Lenders hereby irrevocably appoint the Administrative Agent (such appointment being coupled with an interest) as the Affiliated Lenders’ attorney-in-fact, with full authority in the place and stead of the Affiliated Lenders and in the name of the Affiliated Lenders, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Section 9.04(p) .

(q) Debt Fund Affiliates shall be Eligible Assignees and shall not be subject to the provisions of Section 10.0 7(o) or 10 .07(p) , and any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to a Person who is or will become, after such assignment, a Debt Fund Affiliate. Notwithstanding anything in Section 9.08 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans held by Debt Fund Affiliates may not account for more than 49.9% in the aggregate (pro rata among such Debt Fund Affiliates) of the Term Loans of consenting Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section 9.08 .

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SECTION 9.05. Ex penses; Indemnity .

(a) The Borrower agrees to pay (i) all reasonable out-of-pocket expenses (but limited, as to legal fees and expenses, to those of Latham & Watkins LLP, counsel for the Agents and Arrangers taken as a whole, and, if reasonably necessary, of one local counsel in each material jurisdiction (and, in the case of an actual or perceived conflict of interest where any of the Agents or Arrangers affected by such conflict retains its own counsel, of another firm of counsel for such affected party and any similarly situated parties taken as a whole)) incurred by the Agents and Arrangers, in connection with the syndication of the Term Loan Facility and the preparation, negotiation and administration of this Agreement and the other Loan Documents or in connection with any amendments, supplements, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) and (ii) all documented out-of-pocket expenses (but limited, as to legal fees and expenses, to one counsel for all such Persons taken as a whole, and, if reasonably necessary, of one local counsel in each material jurisdiction (and, in the case of an actual or perceived conflict of interest where any of the Agents, the Arrangers or the Lenders affected by such conflict retains its own counsel, of another firm of counsel for such affected party and any similarly situated parties taken as a whole)) incurred by the Agents, the Arrangers or any Lender in connection with the enforcement or protection of its rights or remedies in connection with this Agreement and the other Loan Documents or in connection with the Term Loans made hereunder.

(b) The Borrower agrees to indemnify each Arranger, the Administrative Agent, the Collateral Agent, each Lender and each of the foregoing Persons’ Affiliates and their respective Related Parties and their respective successors and assigns (each such Person being called an “ Indemnitee ”) against, and to hold each Indemnitee harmless from, any and all costs, expenses (including reasonable fees, out-of-pocket disbursements and other charges of one counsel to the Indemnitees, taken as a whole, and one local counsel to the Indemnitees taken as a whole in each material jurisdiction; provided that if (i) one or more Indemnitees shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (ii) the representation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction), and liabilities of such Indemnitee arising out of or in connection with (w) the execution and/or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Term Loan Facility), (x) the use of the proceeds of the Term Loans, (y) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates or equityholders), or (z) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by Holdings, the Borrower or any of their respective subsidiaries, or any liability under Environmental Laws related in any way to Holdings, the Borrower or their respective subsidiaries; p rovided that such indemnity shall not, as to any Indemnitee, be available to the extent that such costs, expenses or liabilities (x) resulted from the gross negligence, bad faith, fraud or willful misconduct of such Indemnitee (or its Affiliates and the respective directors, officers, employees and agents of such Indemnitee and such Indemnitee’s Affiliates to the extent they are acting at such Indemnitee’s or such Indemnitee’s Affiliates direction) (each, a “ rel ated party ” of such Indemnitee) or

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material breach of its (or any of its related parties’) obligations hereunder or under any of the other Loan Documents or in connection with any transaction contemplated hereby or thereby (in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) relate to the presence or Release of Hazardous Materials that first occur at any property owned by Holdings or the Borrower after such property is transferred to any Indemnitee, any of its related parties or any of their respective successors or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer. The Borrower shall have no obligation to reimburse any Indemnitee for fees and expenses unless such Indemnitee provides the Borrower with an undertaking in which such Indemnitee agrees to refund and return any and all amounts paid by the Borrower to such Indemnitee to the extent any of the foregoing items in cla uses (x) and (y) occurs. Notwithstanding the foregoing, this S ecti on 9 .05 shall not apply to Tax matters, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Arrangers, the Administrative Agent or any other Indemnitee related thereto under paragraph (a ) or (b) of this Section 9.05 (and without limiting its obligation to do so), each Lender severally agrees to pay to the Arrangers, such Indemnitee and the Administrative Agent, 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 expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Arrangers, the Agents or such Indemnitee in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of outstanding Term Loans and unused Term Loan Commitments at the time.

(d) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim from (i) the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct, bad faith, fraud or gross negligence of such party of any of its Affiliates or the respective directors, officers, employees and agents of such party and such party’s Affiliates and (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Term Loan or the use of the proceeds thereof.

(e) The provisions of this Section 9.05 shall survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Term Loans, the expiration of the Term Loan Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 9.05 shall be payable within 30 days after receipt of an invoice relating thereto setting forth such amounts in reasonable detail; provided , however , that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.05 .

SECTION 9.06. Right of Setoff; Payments Set Aside .

(a) If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its subsidiaries) to set off and apply any and all deposits

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(general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

(b) To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, then (i) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

SECTION 9.07. Applicable Law . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08. Waivers; Amendment .

(a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right 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, the Collateral 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 this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

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(b) Subject to Sections 2.22 , 2.23 and 2.24 and clause (d) below, and except for those actions expressly permitted to be taken by the Agents, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Required Lenders and the Loan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided , however , that no such agreement shall (i) reduce the principal amount of, or extend or waive any scheduled amortization payment or the final scheduled maturity of or date for the payment of any interest on, any Term Loan, forgive any such payment or any part thereof, or decrease the rate of interest on any Term Loan, without the prior written consent of each Lender directly and adversely affected thereby (it being understood that any change to the component definitions of “Total Net Leverage Ratio” or “Senior Secured Net Leverage Ratio” affecting the determination of interest (including, without limitation, pursuant to the definition of “Applicable Percentage”) and the waiver of any Default, Event of Default or default interest shall only require the consent of the Borrower and the Required Lenders), (ii) increase or extend the Term Loan Commitment without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 2.17 , the provisions of Section 2.18 , the provisions of Se ctio n 9.04(j) (it being understood that any change to Section 6. 04 shall only require approval of the Required Lenders) or the provisions of this Section (except as set forth below) or release all or substantially all of the value of the guarantees provided by the Guarantors or all or substantially all of the Collateral (except as permitted under Section 6.04 and the Guarantee and Collateral Agreement), without the prior written consent of each Lender, (iv) waive or amend this Section 9.08(b) , or (v) amend or modify the provisions of Section 9.04 or the definition or “Eligible Assignee” in any manner that limits or restricts the ability of any Lender to assign its interests hereunder without the prior written consent of such Lender, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional term loans pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Term Loans on the date hereof and this Section 9.08 may be amended to reflect such term loans); provided , furt her , that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent, hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, or the Collateral Agent, as the case may be, and (x) Sec tion 9.04 (i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Term Loans are being funded by an SPC at the time of such amendment, waiver or other modification.

(c) Notwithstanding the foregoing, in addition to any term loans and related Incremental Amendments effectuated without the consent of Lenders in accordance with Section 2.22 and any term loans and related Refinancing Amendments effectuated without the consent of Lenders in accordance with Section 2.24 , this Agreement (including this Section 9.08 and Sect ion 2.17 ) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the term loans from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and Administration Fees in respect thereof, (ii) to include appropriately the Lenders holding such term loan facilities in any determination of the Required Lenders and other definitions related to such new term loan facilities and (iii) to provide customary class protection for any additional term loan facilities.

(d) Notwithstanding anything to the contrary in Section 9.08(b) , the Administrative Agent and the Borrower may amend any Loan Document (1) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, (2) to make modifications contemplated by Section 2.22 , Section 2.23 or Section 2.24 pursuant to an Incremental Amendment, an Extension Amendment or a Refinancing Amendment, respectively, (3) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any

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other Loan Document, (4) to comply with applicable local law or advice of local counsel in respect of a Security Document or (5) to cause a Security Document to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendments shall become effective without any further consent of any other party to such Loan Document

(e) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Term Loans and Term Loan Commitments.

SECTION 9.09. Interest Rate Limita tion . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Term Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 9.10. Entire Agreement . This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Except to the extent otherwise specified therein, any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent expressly contemplated hereby, the Indemnitees, the Arrangers, the Related Parties of each of the Administrative Agent, the Collateral Agent and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11. 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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT 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 AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11 .

SECTION 9.12. Severability . In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 9.13. Counterparts . 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, and shall become effective as provided in Section 9.03 . Delivery of an executed signature page to this Agreement by facsimile transmission or by email as a “.pdf” or “.tif” attachment shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 9.14. 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 are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15. Jurisdiction; Consent to Service of Process .

(a) The Borrower hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against any Agent, any Lender or any of their respective Related Parties in any way relating to this Agreement or any other Loan Document (except as otherwise expressly stated therein) or the transactions relating hereto or thereto, in any forum other than any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower, Holdings or their respective properties in the courts of any jurisdiction.

(d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in dollars, into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. on the Business Day preceding that on which final judgment is given, for the purchase of dollars for delivery two Business Days thereafter. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the

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Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “ Ju dgmen t Currency ”) other than dollars, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase dollars with the Judgment Currency. If the amount of dollars so purchased is less than the sum originally due to the Administrative Agent in dollars, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

SECTION 9.16. Confi dentiality . Each of the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ Related Parties (other than Excluded Parties (as defined below)) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential) in connection with the transactions contemplated or permitted hereby, (b) to the extent requested by any Governmental Authority having jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process ( provided , that the Administrative Agent, the Collateral Agent, such Arranger or such Lender that discloses any Information pursuant to this clause (c) shall provide the Borrower with prompt notice of such disclosure to the extent permitted by applicable law), (d) to the extent reasonably necessary in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions at least as restrictive as those of this Section 9.16 (or as otherwise may be acceptable to the Borrower), to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower, any subsidiary or any Affiliate thereof or any of their respective obligations, (f) with the written consent of the Borrower, (g) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Person), (h) to the extent such Information becomes (x) publicly available other than as a result of a breach of this Section 9.16 , or (y) available to the Agent, any Lender or any of their Affiliates on a non-confidential basis from a source other than the Borrower, (i) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities or (j) to market data collectors, similar service providers to the lending industry and service providers to the Agents in connection with the administration and management of the Loan Documents; provided that, no such disclosure shall be made by the Administrative Agent, the Collateral Agent, any Arranger or any Lender to any of its affiliates that are engaged as principals primarily in private equity or venture capital (the “ Excluded Parties ”). For the purposes of this Section 9.16 , “ Information ” shall mean all information received from the Borrower or Holdings and related to the Borrower or its business, other than any such information that is publicly available to the Administrative Agent, the Collateral Agent, any Arranger or any Lender, other than by reason of disclosure by Administrative Agent, the Collateral Agent, any Arranger or any Lender in breach of this Section 9.16 .

SECTION 9.17. Elec tronic Ex ecution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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SECTION 9.18. No Advisory or Fiducia ry Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Agents and Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agents and Arrangers on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each Agent and each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither any Agent nor any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents and Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither any Agent nor any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby agrees not to assert any claims that it may have against the Agents and Arrangers with respect to any alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.19. Release of Collateral . The Lenders irrevocably authorize and direct the Agents (and the Agents agree):

(a) to release any Lien on any property granted to or held by the Collateral Agent or the Administrative Agent under any Loan Document (w) upon the Termination Date (and, concurrently therewith, to release all the Loan Parties from their obligations under the Loan Documents (other than those that specifically survive the Termination Date)), (x) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (y) subject to Sect ion 9.0 8 , if approved, authorized or ratified in writing by the Required Lenders, or (z) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its guaranty pursuant to clause (c) below;

(b) at the request of the Borrower, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clauses (f) , (h ) and (t) of the definition of Permitted Liens; and

(c) to release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person ceases to be a subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Revolving Credit Agreement, any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the Revolving Credit Agreement, such Junior Financing and any Refinancing Indebtedness in respect thereof.

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Upon request by any Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Loan Documents pursuant to this Secti on 9.19 . In each case as specified in this Section 9.19 , the relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (including any UCC-3 termination statements) to evidence the release of such item of Collateral from the assignment and security interest granted under the Loan Documents, or to release such Loan Party from its obligations under the Loan Documents, in each case, in accordance with the terms of the Loan Documents and this Section 9.19 .

SECTION 9.20. USA PATRIOT Act Notic e . Each Lender and each Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or such Agent, as applicable, to identify the Loan Parties in accordance with the USA PATRIOT Act.

SECTION 9.21. Lender Action . Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or any Hedging Obligation (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 9.21 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

SECTION 9.22. Intercreditor Agreement . Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Administrative Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the Loan Documents and the Revolving Credit Documents to extend credit to the Loan Parties and such lenders are intended third party beneficiaries of such provisions. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall control.

SECTION 9.23. Acknowledgement and Consent to Bail-In of EE A Fina ncial I ns titutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an applicable EEA 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 an applicable EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

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

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

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(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any applicable EEA Resolution Authority.

[ Signatures follow .]

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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.


CONVERGEONE HOLDINGS CORP.

By:		/s/ Jeffrey Nachbor
Name: Jeffrey Nachbor
Title: Treasurer and Chief Financial Officer

C1 INTERMEDIATE CORP.

By:		/s/ Jeffrey Nachbor
Name: Jeffrey Nachbor
Title: Chief Financial Officer

[Signature Page to Term Loan Agreement]


JPMORGAN CHASE BANK, N.A. , as Administrative Agent, as Collateral Agent and as Lender

By:		/s/ Nicolas Gitron-Beer
Name: Nicolas Gitron-Beer
Title: Vice President

[Signature Page to Term Loan Agreement]

Schedule 1.1(a)

Subsidiary Guarantors

Name of Subsidiary

ConvergeOne, Inc.

Schedule 1.1(b)

Existing Investments

¹	Subject to compliance with clause (c)(y) of the definition of “Permitted Investments”.

Schedule 2.01

Lenders and Commitments


Lender	Commitment
JPMorgan Chase Bank, N.A.	$	430,000,000.00
Total	$	430,000,000.00

Schedule 3.08

Subsidiaries

Loan Party

Subsidiary

Jurisdiction of
Formation

Percentage
Ownership
Interest

Subsidiary
Guarantor

ConvergeOne Holdings Corp.

ConvergeOne, Inc.

Minnesota

(100

Yes

Schedule 3.09

Litigation

None

Schedule 3.15

Environmental Matters

None

Schedule 3.18

Labor Matters

None

Schedule 3.20

Intellectual Property

None

Schedule 5.13

Post-Closing Matters

1.	To the extent not previously delivered on or prior to the Closing Date, within 30 days following the Closing Date, the Borrower shall deliver to the Administrative Agent insurance endorsements evidencing compliance with Section 5.02.

Schedule 6.01

Existing Indebtedness

None

Schedule 6.02

Existing Liens

None

EXHIBIT A-1

to the Term Loan Agreement

FORM OF

ASSIGNMENT AND ACCEPTANCE

This Assignment and Acceptance (the “ Assignment and Acceptance ”) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] the “ Assignor ”) and [ Insert name of Assignee ] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “ Credit Agreement ”), 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 Acceptance 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 (i) all of the Assignor’s rights and obligations 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 respective facilities identified below (including, without limitation, guarantees included in such facilities) and (ii) 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) 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 Acceptance, without representation or warranty by the Assignor.


1.	Assignor	______________

2.	Assignee	______________ [and is an Affiliate/Related Fund of [ identify Lender ]]
		[and is the Borrower]

3.	Borrower	CONVERGEONE HOLDINGS CORP., a Delaware corporation

4.	Administrative Agent:	JPMORGAN CHASE BANK, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement:	Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among C1 Intermediate Corp., a Delaware corporation (“Holdings”), the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto.

6.	Assigned Interest:

Facility Assignment

Aggregate
Amount of
Term Loan Commit-
ment/Term Loans
for all Lenders ¹

Amount of Term
Loan Commit-
ment/Term
Loans
Assigned ²

Percentage Assigned
of Term Loan
Commit- ment/Term
Loans

Term Loan Facility

7.	Trade Date: _______________

6.	Effective Date: _______________

[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Acceptance are hereby agreed to:


ASSIGNOR
[NAME OF ASSIGNOR]

By:
Title:

ASSIGNEE
[NAME OF ASSIGNEE]

By:
Title:

1	Fill in the appropriate terminology for the Classes of Term Loans under the Credit Agreement that are being as signed under this Assignment and Acceptance ( e.g. , “initial Term Loans”, “Extended Term Loans”, etc.).

2	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

[Consented to, Accepted and] ³ Acknowledged]:


JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:
Name:
Title:


[CONVERGEONE HOLDINGS CORP.

By:
Name
Title:] ⁴

3	To be added only to the extent required under Section 9.04(b). Note that the Administrative Agent must acknowledge the Assignment in each case.

4	To be added to the extent required under Section 9.04(b).

ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE

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, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (iv) it is [not] a “Defaulting Lender,” as such term is defined in the Credit Agreement; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, 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 Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and meets all requirements to be an assignee under Section 9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreement), (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 has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) it has delivered a true and complete Administrative Questionnaire, (vi) if it is a Foreign Lender, attached hereto 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 (vii) it is not a “Defaulting Lender,” as such term is defined in the Credit Agreement; (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents (including the Intercreditor Agreement) as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto.

3. General Provisions . This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and con- strued in accordance with, the law of the State of New York.

EXHIBIT A-2

to the Term Loan Agreement

FORM OF

AFFILIATED LENDER NOTICE

JPMorgan Chase Bank, N.A., as Administrative Agent CIB

CMO WLO

Mail code NY1-C413

4 CMC, Brooklyn, NY 11245-0001

Attention: Robin Lande

Email: ib.collateral.services@jpmchase.com

Re: Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., a Delaware corporation (“ Holdings ”), ConvergeOne Holdings Corp., a Delaware corporation (“ Borrower ”), JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto (capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement).

Dear Sir or Madam:

The undersigned (the “ Proposed Affiliate Assignee ”) hereby gives you notice, pursuant to Section 9.04(m) of the Credit Agreement, that

(a) it has entered into an agreement to purchase via assignment a portion of the Term Loans under the Credit Agreement,

(b) the assignor in the proposed assignment is [ ] ,

(d) the principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is $ [ ] ,

(e) the aggregate amount of all Term Loans of each Class held by such Proposed Affiliate Assignee is $ [ ] ,

(f) [it is an “insider” under Section 101(31) of the Title 11 of the United States Code], and ¹

(g) the proposed effective date of the assignment contemplated hereby is [ , 20 ] .

1	To be included in the event that any default under Section 7.01(g) or (h) of the Credit Agreement has occurred and is continuing.


Very truly yours,

[ EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE ]

By:
Name:
Title:
Phone Number: Fax:
Email:

Date:		________________

EXHIBIT A-3

to the Term Loan Agreement

FORM OF

AFFILIATED LENDER 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][each] ¹ Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] ² Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] ³ hereunder are several and not joint.] ⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “ Credit Agreement ”), 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][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or

1	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

2	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

3	Select as appropriate.

4	Include bracketed language if there are either multiple Assignors or multiple Assignees.

in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to claus- es (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.


1.	Assignor[s]:	_______________________

2.	Assignee[s]:	_______________________

		_______________________

		_______________________

	[for each Assignee, indicate if [Affiliate][Approved Fund] of [ identify Lender ]]

3.	Affiliate Status:

4.	Borrower:	ConvergeOne Holdings Corp., a Delaware corporation.

5.	Administrative Agent:	JPMorgan Chase Bank, N.A., including any successor thereto, as the administrative agent under the Credit Agreement.

6.	Credit Agreement:	Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., a Delaware corporation (“ Holdings ”), the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto.

7.	Assigned Interest:

Assignor [ s ] ⁵

Assignee [ s ] ⁶

(h) Term
Loans
Assigned ⁷

Aggregate
Amount of
Term Loan
Commitment/
Term Loans
for
all Lenders ⁸

(i)
Amount of
Term Loan
Commitment/
Term Loans
Assigned ⁹

Percentage
Assigned of
Term Loan
Commitment
/Term
Loans ¹⁰

________

—

________

—

________

—

[8. Trade Date : ] ¹¹

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 ]

5	List each Assignor, as appropriate.

6	List each Assignor, as appropriate.

7	Fill in the appropriate terminology for the Classes of Term Loans under the Credit Agreement that are being assigned under this Assignment and Assumption ( e.g. , “initial Term Loans”, “Extended Term Loans”, etc.).

8	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Term Loans held at such time by Affiliated Lenders shall not exceed 25% of the original principal amount of all Term Loans (of any individual Class or of all Classes in the aggregate) at such time outstanding.

10	Set forth, to at least nine decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder.

11	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR
[ NAME OF ASSIGNOR ]

By:
Name:
Title:

ASSIGNEE

[ NAME OF ASSIGNEE ]

By:
Name:
Title:

[ Consented to and ] ¹² Accepted:

JPMORGAN CHASE BANK, N.A., as Administrative Agent


By:
Name:
Title:

[ Consented to: ] ¹³

(j) CONVERGEONE HOLDINGS CORP.


By:
Name:
Title:

12	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

13	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

ANNEX 1

TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1. Assignor . [ The ][ Each ] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [ the ][ the relevant ] Assigned Interest, (ii) [ the ][ such ] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and au- thority, and has taken all action necessary, to execute and deliver this Assignment and Assump- tion 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, (ii) the execution, legality, validity, enforceabil- ity, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder,

(iii) the financial condition of Holdings, the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . [ The ][ Each ] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and meets all requirements to be an assignee under Section 9.04 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04 of the Credit Agreement), (iii) it [is][is not] a Disqualified Institution, (iv) from and after the Effective Date referred to in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [ the ][ the relevant ] Assigned Interest, shall have the obligations of a Lender thereunder, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by [ the ][ such ] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [ the ][ such ] Assigned Interest, is experienced in acquiring assets of such type, (vi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04(a) and (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [ the ][ such ] Assigned Interest, (vii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [ the ][ such ] Assigned Interest and (viii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by [ the ][ such ] Assignee; (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [ the ][ any ] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not tak-

ing 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; and (c) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agree- ment and the other Loan Documents (including the Intercreditor Agreement) as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of [ the ][ each ] Assigned Interest (including payments of principal, interest, fees and other amounts) to [ the ][ the relevant ] Assignor for amounts which have accrued to but excluding the Effective Date and to [ the ][ the relevant ] Assignee for amounts which have accrued from and after the Effective Date.

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 permitted assigns. Any attempted assignment or transfer by Lender that does not comply with the terms and condi- tions of Section 9.04 of the Credit Agreement shall be null and void. This Assignment and As- sumption may be executed in any number of counterparts (and by different parties hereto in dif- ferent counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this As- signment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assign- ment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

4. [The][Each] Assignor acknowledges and agrees that in connection with such assignment[s], (1) [the][such] Assignee then may have, and later may come into possession of Excluded Information, (2) [the][each] Assignor has independently and, without reliance on any Affiliated Lender (including [the][each] Assignee) or any of their Subsidiaries, Holdings, the Borrower or any of its Subsidiaries, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding [the][each] Assignor’s lack of knowledge of the Excluded Infor- mation, (3) none of the Affiliated Lenders (including [the][each] Assignee), Holdings, the Bor- rower or any of their Subsidiaries or any of their respective Affiliates shall be required to make any representation that it is not in possession of Excluded Information, (4) none of the Affiliated Lenders (including [the][each] Assignee), Holdings, the Borrower or any of their Subsidiaries, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates shall have any liability with respect to the nondisclosure of the Excluded Information to [the][each] Assignor, (5) (i) [the][each] Assignor and [the][each] undersigned Assignee hereby waives and releases, to the extent permitted by law, any claims such Person may have against the Adminis- trative Agent and any other Agent-Related Persons, and (ii) [the][each] Assignor hereby waives and releases, to the extent permitted by law, any claims [the][each] Assignor may have against the Affiliated Lenders (including [the][each] Assignee), Holdings, the Borrower and their respec- tive Subsidiaries and Affiliates, in each case of clause (i) and (ii), under applicable laws or oth- erwise, with respect to the nondisclosure of the Excluded Information, and (6) that the Excluded Information may not be available to the Administrative Agent or the other Lenders; it being

agreed that nothing in this sentence shall limit the indemnification obligations of Borrower to [the][each] Assignor under Section 9.05 of the Credit Agreement in respect of indemnified liabil- ities imposed on, incurred by or asserted against [the][each] Assignor by any party other than the Company Parties, their respective Subsidiaries, the Sponsor and their respective Affiliates with respect to the nondisclosure of the Excluded Information.

EXHIBIT A-4

to the Term Loan Agreement

FORM OF

ACCEPTANCE AND PREPAYMENT NOTICE

Date: , 20

To: [ ] , as Auction Agent

Ladies and Gentlemen:

This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.12(f)(iv) of that certain Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., a Delaware corporation, as Holdings, ConvergeOne Holdings Corp., a Delaware corporation, as the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto, and (b) that certain Solicited Discounted Prepayment Notice, dated , 20 , from the undersigned Company Party (the “ Solicited Discounted Prepayment Notice ”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.12(f)(iv) of the Credit Agreement, the undersigned Company Party hereby notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[ ] % in respect of the Term Loans ] [[ ] % in respect of the [ , 20 ] ¹ tranche [ (s) ] of the [ ] ² Class of Term Loans ] (the “ Acceptable Discount ”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount.

The undersigned Company Party expressly agrees that this Acceptance and Prepayment Notice is subject to the provisions of Section 2.12(f)(iv) of the Credit Agreement.

The undersigned Company Party hereby represents and warrants to the Auction Agent and [ the Lenders ][ each Lender of the [ , 20 ] ³ tranche [ s ] of the [ ] ⁴ Class of Term Loans ] that (1) no Default or Event of Default has occurred and is continuing as of the date of this notice or would result from such prepayment or purchase, (2) any Term Loans so prepaid or purchased shall be automatically and permanently canceled immediately upon such prepayment or purchase, and (3) no proceeds of any loans under the Revolving Credit Agreement will be used, directly or indirectly, for such purpose.

1	List multiple tranches if applicable.

2	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

3	List multiple tranches if applicable.

4	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

The undersigned Company Party acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representation and warranty in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer.

The undersigned Company Party requests that the Auction Agent promptly notify each Lender party to the Credit Agreement of this Acceptance and Prepayment Notice.

In the event any conflict between the terms of this notice and Section 2.12 of Credit Agreement, the Credit Agreement shall control.

[ The remainder of this page is intentionally left blank. ]

IN WITNESS WHEREOF, the undersigned has executed this Acceptance and Prepayment Notice as of the date first above written.


[NAME OF APPLICABLE COMPANY PARTY]

By:
Name:
Title:

EXHIBIT A-5

to the Term Loan Agreement

FORM OF

DISCOUNT RANGE PREPAYMENT NOTICE

Date: , 20

To: [ ] , as Auction Agent

Ladies and Gentlemen:

This Discount Range Prepayment Notice is delivered to you pursuant to Section 2.12(f)(iii) of that certain Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp.., a Delaware corporation, as Holdings, ConvergeOne Holdings Corp., a Delaware corporation, as the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.12(f)(iii) of the Credit Agreement, the undersigned Company Party hereby requests that [ each Lender ] [ each Lender of the [ , 20 ] ¹ tranche [ s ] of the [ ] ² Class of Term Loans ] submit a Discount Range Prepayment Offer. Any Discounted Term Loan Prepayment made in connection with this solicitation shall be subject to the following terms:

1. This Borrower Solicitation of Discount Range Prepayment Offers is extended at the sole discretion of the undersigned Company Party to [ each Lender ] [ each Lender of the [ , 20 ] ³ tranche [ s ] of the [ ] ⁴ Class of Term Loans ] .

2. The maximum aggregate principal amount of the Discounted Term Loan Prepayment that will be made in connection with this solicitation is [ $ [ ] of Term Loans ] [ $ [ ] of the [ , 20 ] ⁵ tranche [ (s) ] of the [ ] ⁶ Class of Term Loans ] (the “ Discount Range Prepayment Amount ”). ⁷

1	List multiple tranches if applicable.

2	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

3	List multiple tranches if applicable.

4	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

5	List multiple tranches if applicable.

6	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended

Footnote continued on next page.

3. The undersigned Company Party is willing to make Discounted Term Loan Prepayments at a percentage discount to par value [greater than [or equal]] to [[ ] % but [less than [or equal]] to [ ] % in respect of the Term Loans ] [[ ] % but less than or equal to [ ] % in respect of the [ , 20 ] ⁸ tranche [ (s) ] of the [ ] ⁹ Class of Term Loans ] (the “ Discount Range ”).

To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Discount Range Prepayment Offer by no later than [5:00 p.m.], Eastern time (daylight or standard, as applicable), on the date that is the [third Business Day following the date of delivery of this notice pursuant to Section 2.12(f)(iii) of the Credit Agreement] [(or such later date specified herein)].

The undersigned Company Party hereby represents and warrants to the Auction Agent and [ the Lenders ][ each Lender of the [ , 20 ] ¹⁰ tranche [ s ] of the [ ] ¹¹ Class of Term Loans ] that (1) no Default or Event of Default has occurred and is continuing as of the date of this notice or would result from such prepayment or purchase, (2) any Term Loans so prepaid or purchased shall be automatically and permanently canceled immediately upon such prepayment or purchase, and (3) no proceeds of any loans under the Revolving Credit Agreement will be used, directly or indirectly, for such purpose.

The undersigned Company Party acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representation and warranty in connection with any Discount Range Prepayment Offer made in response to this Discount Range Prepayment Notice and the acceptance of any prepayment made in connection with this Discount Range Prepayment Notice.

The undersigned Company Party requests that the Auction Agent promptly notify each relevant Lender party to the Credit Agreement of this Discount Range Prepayment Notice.

In the event any conflict between the terms of this notice and Section 2.12 of Credit Agreement, the Credit Agreement shall control.

[ The remainder of this page is intentionally left blank. ]

Footnote continued from previous page.

Term Loans).

7	Minimum of $5.0 million and whole increments of $1.0 million.

8	List multiple tranches if applicable.

9	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

10	List multiple tranches if applicable.

11	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Notice as of the date first above written.


[NAME OF APPLICABLE COMPANY PARTY]

By:
Name:
Title:

Enclosure: Form of Discount Range Prepayment Offer

EXHIBIT A-6

to the Term Loan Agreement

FORM OF

DISCOUNT RANGE PREPAYMENT OFFER

Date: , 20

To: [ ] , as Auction Agent

Ladies and Gentlemen:

Reference is made to (a) the Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., a Delaware corporation (“ Holdings ”), ConvergeOne Holdings Corp., a Delaware corporation, as the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto, and (b) the Discount Range Prepayment Notice, dated , 20 , from the undersigned Company Party (the “ Discount Range Pre payment Notice ”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Discount Range Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 2.12(f)(iii) of the Credit Agreement, that it is hereby offering to accept a Discounted Term Loan Prepayment on the following terms:

1. This Discount Range Prepayment Offer is available only for prepayment on [ the Term Loans ] [ the [ , 20 ] ¹ tranche [ s ] of the [ ] ² Class of Term Loans ] held by the undersigned.

2. The maximum aggregate principal amount of the Discounted Term Loan Prepayment to the undersigned Lender that may be made in connection with this offer shall not exceed (the “ Submitted Amount ”):

[ Term Loans $ [ ]]

[[ , 20 ] ³ tranche[s] of the [ ] ⁴ Class of Term Loans $[ ]]

1	List multiple tranches if applicable.

2	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

3	List multiple tranches if applicable.

4	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

3. The percentage discount to par value at which such Discounted Term Loan Pre- payment may be made is [[ ] % in respect of the Term Loans ] [[ ] % in respect of the [ , 20 ] ⁵ tranche [ (s) ] of the [ ] ⁶ Class of Term Loans ] (the “ Submitted Discount ”).

The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [ Term Loans ] [[ , 20 ] ⁷ tranche [ s ] of the [ ] ⁸ Class of Term Loans ] indicated above pursuant to Section 2.12(f)(iii) of the Credit Agreement at a price equal to the Applicable Discount and in an aggregate outstanding amount not to exceed the Submitted Amount, as such amount may be reduced in accordance with the Discount Range Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

The undersigned Lender hereby acknowledges and agrees that in connection herewith, (1) the undersigned Company Party may have, and later may come into possession of, information regarding Holdings, the Borrower, the Sponsor and their respective Affiliates not known to such Lender and that may be material to a decision by such Lender to participate in such prepayment (including MNPI) (“ Excluded Information ”), (2) such Lender has independently and, without reliance on any Company Party or any of their respective Subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates, made its own analysis and determination to participate in such prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Company Parties, their respective Subsidiaries, the Sponsor or any of their respective Affiliates shall be required to make any representation that it is not in possession of MNPI and all parties to the relevant transactions shall render customary “big boy” disclaimer letters, (4) none of the Company Parties, their respective Subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates shall have any liability with respect to the nondisclosure of the Excluded Information to such Lender, (5) (i) such Lender and the undersigned Company Party hereby waives and releases, to the extent permitted by law, any claims such Person may have against the Administrative Agent and any other Agent-Related Persons, and (ii) such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Company Parties, their respective Subsidiaries, the Sponsor and their respective Affiliates, in each case of clause (i) and (ii), under applicable laws or other- wise, with respect to the nondisclosure of the Excluded Information, and (6) that the Excluded Information may not be available to the Administrative Agent or the other Lenders; it being agreed that nothing in this sentence shall limit the indemnification obligations of Borrower to such Lender under Section 9.5 of the Credit Agreement in respect of indemnified liabilities imposed on, incurred by or asserted against such Lender by any party other than the Company Parties, their respective Subsidiaries, the Sponsor and their respective Affiliates with respect to the nondisclosure of the Excluded Information.

5	List multiple tranches if applicable.

6	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

7	List multiple tranches if applicable.

8	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

In the event any conflict between the terms of this notice and Section 2.12(f) of Credit Agreement, the Credit Agreement shall control.

[ The remainder of this page is intentionally left blank. ]

IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Offer as of the date first above written.


[NAME OF LENDER]

By:
Name:
Title:


Acknowledged and Agreed:

[NAME OF APPLICABLE COMPANY PARTY]

By:
Name:
Title:

EXHIBIT A-7

to the Term Loan Agreement

FORM OF

SOLICITED DISCOUNTED PREPAYMENT NOTICE

Date: , 20

To: [ ] , as Auction Agent

Ladies and Gentlemen:

This Solicited Discounted Prepayment Notice is delivered to you pursuant to Section 2.12(f)(iv) of that certain Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., a Delaware corporation, as Holdings, ConvergeOne Holdings Corp., a Delaware corporation, as the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.12(f)(iv) of the Credit Agreement, the undersigned Company Party hereby requests that [ each Lender ] [ each Lender of the [ , 20 ] ¹ tranche [ s ] of the [ ] ² Class of Term Loans ] submit a Solicited Discounted Prepayment Offer. Any Discounted Term Loan Prepayment made in connection with this solicitation shall be subject to the following terms:

1. This Borrower Solicitation of Discounted Prepayment Offers is extended at the sole discretion of the undersigned Company Party to [ each Lender ] [ each Lender of the [ , 20 ] ³ tranche [ s ] of the [ ] ⁴ Class of Term Loans ] .

2. The maximum aggregate amount of the Discounted Term Loan Prepayment that will be made to Lenders in connection with this solicitation is (the “ Solicited Discounted Pre payment Amount ”): ⁵

[ Term Loans $ [ ]]

[[ , 20 ] ⁶ tranche[s] of the [ ] ⁷ Class of Term Loans $[ ]]

1	List multiple tranches if applicable.

2	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

3	List multiple tranches if applicable.

4	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

5	Minimum of $5.0 million and whole increments of $1.0 million.

To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Solicited Discounted Prepayment Offer by no later than 5:00 p.m., Eastern time (daylight or standard, as applicable), on the date that is the third Business Day following delivery of this notice pursuant to Section 2.12(f)(iv) of the Credit Agreement.

The undersigned Company Party hereby represents and warrants to the Auction Agent and [ the Lenders ][ each Lender of the [ , 20 ] ⁸ tranche [ s ] of the [ ] ⁹ Class of Term Loans ] that (1) no Default or Event of Default has occurred and is continuing as of the date of this notice or would result from such prepayment or purchase, (2) any Term Loans so prepaid or purchased shall be automatically and permanently canceled immediately upon such prepayment or purchase, and (3) no proceeds of any loans under the Revolving Credit Agreement will be used, directly or indirectly, for such purpose.

The undersigned Company Party acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representation and warranty in connection with any Solicited Discounted Prepayment Offer made in response to this Discount Range Prepayment Notice and the acceptance of any prepayment made in connection with this Discount Range Prepayment Notice.

The undersigned Company Party requests that the Auction Agent promptly notify each Lender party to the Credit Agreement of this Solicited Discounted Prepayment Notice.

In the event any conflict between the terms of this notice and Section 2.12 of Credit Agreement, the Credit Agreement shall control.

[ The remainder of this page is intentionally left blank. ]

Footnote continued from previous page.

6	List multiple tranches if applicable.

7	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

8	List multiple tranches if applicable.

9	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Notice as of the date first above written.


[NAME OF APPLICABLE COMPANY PARTY]



By:
Name:
Title:

Enclosure: Form of Solicited Discounted Prepayment Offer

EXHIBIT A-8

to the Term Loan Agreement

FORM OF

SOLICITED DISCOUNTED PREPAYMENT OFFER

Date: , 20

To: [ ] , as Auction Agent

Ladies and Gentlemen:

Reference is made to (a) the Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., a Delaware corporation (“ Holdings ”), ConvergeOne Holdings Corp., a Delaware corporation, as the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto, and (b) the Solicited Discounted Prepayment Notice, dated , 20 , from the undersigned Company Party (the “ Solicited Discounted Prepayment Notice ”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Solicited Discounted Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

To accept the offer set forth herein, you must submit an Acceptance and Prepayment Notice by or before no later than [5:00 p.m., Eastern time (daylight or standard, as applicable), on the fifth Business Day] following your receipt of this notice.

The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 2.12(f)(iv) of the Credit Agreement, that it is hereby offering to accept a Discounted Term Loan Prepayment on the following terms:

1. This Solicited Discounted Prepayment Offer is available only for prepayment on the [ Term Loans ][ [ , 20 ] ¹ tranche [ s ] of the [ ] ² Class of Term Loans ] held by the undersigned.

2. The maximum aggregate principal amount of the Discounted Term Loan Prepayment that may be made to the undersigned in connection with this offer shall not exceed (the “ Offered Amount ”):

[ Term Loans $ [ ]]

[[ , 20 ] ³ tranche[s] of the [ ] ⁴ Class of Term Loans $[ ]]

1	List multiple tranches if applicable.

2	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

3	List multiple tranches if applicable.

3. The percentage discount to par value at which such Discounted Term Loan Prepayment may be made is [[ ] % in respect of the Term Loans ] [[ ] % in respect of the [ , 20 ] ⁵ tranche [ (s) ] of the [ ] ⁶ Class of Term Loans ] (the “ Offered Discount ”).

The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [ Term Loans ] [[ , 20 ] ⁷ tranche [ s ] of the [ ] ⁸ Class of Term Loans ] pursuant to Section 2.12(f)(iv) of the Credit Agreement at a price equal to the Acceptable Discount and in an aggregate outstanding amount not to exceed such Lender’s Offered Amount as such amount may be reduced in accordance with the Solicited Discount Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

The undersigned Lender hereby acknowledges and agrees that in connection herewith, (1) the undersigned Company Party may have, and later may come into possession of, information regarding HolDings, the Borrower, the Sponsor and their respective Affiliates not known to such Lender and that may be material to a decision by such Lender to participate in such prepayment (including MNPI) (“ Excluded Information ”), (2) such Lender has independently and, without reliance on any Company Party or any of their respective Subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates, made its own analysis and determination to participate in such prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Company Parties, their respective Subsidiaries, the Sponsor or any of their respective Affiliates shall be required to make any representation that it is not in possession of MNPI and all parties to the relevant transactions shall render customary “big boy” disclaimer letters, (4) none of the Company Parties, their respective Subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates shall have any liability with respect to the nondisclosure of the Excluded Information to such Lender, (5) (i) such Lender and the undersigned Company Party hereby waives and releases, to the extent permitted by law, any claims such Person may have against the Administrative Agent and any other Agent-Related Persons, and (ii) such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Company Parties, their respective Subsidiaries, the Sponsor and their respective Affiliates, in each case of clause (i) and (ii), under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information, and (6) that the Excluded Information may not be available to the Administrative Agent or the other Lenders; it being agreed that nothing in this sentence shall limit the indemnification obligations of Borrower to such Lender under Section

Footnote continued from previous page.

4	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

5	List multiple tranches if applicable.

6	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

7	List multiple tranches if applicable.

8	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

194

9.05 of the Credit Agreement in respect of indemnified liabilities imposed on, incurred by or asserted against such Lender by any party other than the Company Parties, their respective Subsidiaries, the Sponsor and their respective Affiliates with respect to the nondisclosure of the Excluded Information.

In the event any conflict between the terms of this notice and Section 2.12 of Credit Agreement, the Credit Agreement shall control.

[ The remainder of this page is intentionally left blank. ]

IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Offer as of the date first above written.


[NAME OF LENDER]



By:
Name: Title:

Acknowledged and Agreed:


[NAME OF APPLICABLE COMPANY PARTY]



By:
Name: Title:

EXHIBIT A-9

to the Term Loan Agreement

FORM OF

SPECIFIED DISCOUNT PREPAYMENT NOTICE

Date: , 20

To: [ ] , as Auction Agent

Ladies and Gentlemen:

This Specified Discount Prepayment Notice is delivered to you pursuant to Section 2.12(f)(ii) of that certain Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., a Delaware corporation, as Holdings, ConvergeOne Holdings Corp., a Delaware corporation, as the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.12(f)(ii) of the Credit Agreement, the undersigned Company Party hereby offers to make a Discounted Term Loan Prepayment [ to each Lender ] [ to each Lender of the [ , 20 ] ¹ tranche [ s ] of the [ ] ² Class of Term Loans ] on the following terms:

1. This Borrower Offer of Specified Discount Prepayment is available only [ to each Lender ] [ to each Lender of the [ , 20 ] ³ tranche [ s ] of the [ ] ⁴ Class of Term Loans ] .

2. The aggregate principal amount of the Discounted Term Loan Prepayment that will be made in connection with this offer shall not exceed [ $ [ ] of Term Loans ] [ $ [ ] of the

1	List multiple tranches if applicable.

2	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

3	List multiple tranches if applicable.

4	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

[ , 20 ] ⁵ tranche [ (s) ] of the [ ] ⁶ Class of Term Loans ] (the “ Specified Discount Prepayment Amount ”). ⁷

3. The percentage discount to par value at which such Discounted Term Loan Prepayment will be made is [[ ] % in respect of the Term Loans ] [[ ] % in respect of the [ , 20 ] ⁸ tranche [ (s) ] of the [ ] ⁹ Class of Term Loans ] (the “ Specified Discount ”).

To accept this offer, you are required to submit to the Auction Agent a Specified Discount Prepayment Response by no later than 5:00 p.m., Eastern time (daylight or standard, as applicable), on the date that is the [third Business Day] [ ] ¹⁰ following the date of delivery of this notice pursuant to Section 2.12(f)(ii) of the Credit Agreement.

The undersigned Company Party hereby represents and warrants to the Auction Agent and [ the Lenders ][ each Lender of the [ , 20 ] ¹¹ tranche [ s ] of the [ ] ¹² Class of Term Loans ] as follows:

(1) no Default or Event of Default has occurred and is continuing as of the date of this notice or would result from such prepayment or purchase, (2) any Term Loans so prepaid or purchased shall be automatically and permanently canceled immediately upon such prepayment or purchase, and (3) no proceeds of any loans under the Revolving Credit Agreement will be used, directly or indirectly, for such purpose.

The undersigned Company Party acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with their decision whether or not to accept the offer set forth in this Specified Discount Prepayment Notice and the acceptance of any prepayment made in connection with this Specified Discount Prepayment Notice.

The undersigned Company Party requests that the Auction Agent promptly notify each relevant Lender party to the Credit Agreement of this Specified Discount Prepayment Notice.

5	List multiple tranches if applicable.

6	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

7	Minimum of $5.0 million and whole increments of $1.0 million.

8	List multiple tranches if applicable.

9	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

10	May specify a later date.

11	List multiple tranches if applicable.

12	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

In the event any conflict between the terms of this notice and Section 2.12 of Credit Agreement, the Credit Agreement shall control.

[ The remainder of this page is intentionally left blank. ]

IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Notice as of the date first above written.


[NAME OF APPLICABLE COMPANY PARTY]



By:
Name:
Title:

Enclosure: Form of Specified Discount Prepayment Response

EXHIBIT A-10

to the Term Loan Agreement

FORM OF

SPECIFIED DISCOUNT PREPAYMENT RESPONSE

Date: , 20

To: [ ] , as Auction Agent

Ladies and Gentlemen:

Reference is made to (a) the Term Loan Agreement, dated as of June 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., a Delaware corporation (“ Holdings ”), ConvergeOne Holdings Corp., a Delaware corporation, as the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto, and (b) the Specified Discount Prepayment Notice, dated , 20 , from the undersigned Company Party (the “ Specified Discount Prepayment Notice ”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Specified Discount Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 2.12(f)(ii) of the Credit Agreement, that it is willing to accept a prepayment of the following [ Term Loans ] [[ , 20 ] ⁷¹ tranche [ s ] of the [ ] ⁷² Class of Term Loans $ [ ]] held by such Lender at the Specified Discount in an aggregate outstanding amount as follows:

[ Term Loans $ [ ]]

[[ , 20 ] ⁷³ tranche[s] of the [ ] ⁷⁴ Class of Term Loans $[ ]]

The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [ Term Loans ][ [ , 20 ] ⁷⁵ tranche [ s ] the [ ] ⁷⁶ Class of Term Loans ] pursuant to

71	List multiple tranches if applicable.

72	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

73	List multiple tranches if applicable.

74	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

75	List multiple tranches if applicable.

76	List applicable Class(es) of Term Loans ( e.g. , initial Term Loans, Incremental Term Loans or Extended Term Loans).

Section 2.05(f)(ii) of the Credit Agreement at a price equal to the [ applicable ] Specified Discount in the aggregate outstanding amount not to exceed the amount set forth above, as such amount may be reduced in accordance with the Specified Discount Proration, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

The undersigned Lender hereby acknowledges and agrees that in connection herewith, (1) the undersigned Company Party may have, and later may come into possession of, information regarding Holdings, the Borrower, the Sponsor and their respective Affiliates not known to such Lender and that may be material to a decision by such Lender to participate in such prepayment (including MNPI) (“ Excluded Information ”), (2) such Lender has independently and, without reliance on any Company Party or any of their respective Subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates, made its own analysis and determination to participate in such prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Company Parties, their respective Subsidiaries, the Sponsor or any of their respective Affiliates shall be required to make any representation that it is not in possession of MNPI and all parties to the relevant transactions shall render customary “big boy” disclaimer letters, (4) none of the Company Parties, their respective Subsidiaries, the Sponsor, the Administrative Agent, other Agent-Related Persons or any of their respective Affiliates shall have any liability with respect to the nondisclosure of the Excluded Information to such Lender, (5) (i) such Lender and the undersigned Company Party hereby waives and releases, to the extent permitted by law, any claims such Person may have against the Administrative Agent and any other Agent-Related Persons, and (ii) such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Company Parties, their respective Subsidiaries, the Sponsor and their respective Affiliates, in each case of clause (i) and (ii), under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information, and (6) that the Excluded Information may not be available to the Administrative Agent or the other Lenders; it being agreed that nothing in this sentence shall limit the indemnification obligations of Borrower to such Lender under Section 9.05 of the Credit Agreement in respect of indemnified liabilities imposed on, incurred by or asserted against such Lender by any party other than the Company Parties, their respective Subsidiaries, the Sponsor and their respective Affiliates with respect to the nondisclosure of the Excluded Information.

In the event any conflict between the terms of this notice and Section 2.12 of Credit Agreement, the Credit Agreement shall control.

[ The remainder of this page is intentionally left blank. ]

IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Response as of the date first above written.


[NAME OF LENDER]



By:
Name:
Title:


Acknowledged and Agreed:

[NAME OF APPLICABLE COMPANY PARTY]



By:
Name: Title:

EXHIBIT B

to the Term Loan Agreement

FORM OF

NOTE

FOR VALUE RECEIVED, the undersigned (the “ Borrower ”), hereby promises to pay to [ ] or its registered assigns (the “ Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Lender to the Borrower under that certain Term Loan Agreement dated as of June 20, 2017 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “ Credit Agreement ”; the terms defined therein being used herein as therein defined), among C1 Intermediate Corp., the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent and as the Collateral Agent. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Lender to the Borrower under the Credit Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in dollars in immediately available funds in accordance with Section 2.19 of the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand in accordance with the Credit Agreement, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This promissory note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[ Remainder of this page intentionally left blank. ]


CONVERGEONE HOLDINGS CORP.

By:
Name:
Title:

TERM LOANS AND PAYMENTS WITH RESPECT THERETO

Date

Amount of

Term Loan

Made

End of Interest

Period

Amount of

Principal or

Interest Paid

This Date

Outstanding

Principal Balance

This Date

Notation

Made By

EXHIBIT C

to the Term Loan Agreement

FORM OF

BORROWING REQUEST

Date: ,

JPMorgan Chase Bank, N.A. 500

Stanton Christiana Rd. NCC5 /

1st Floor

Newark, DE 19713

Attention: Loan & Agency Services Group (Ali Zigami)

Tel: 302-634-4834

Fax: 302-634-4733

Email: ali.zigami@chase.com

Ladies and Gentlemen:

Reference is made to the Term Loan Agreement dated as of June 20, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., ConvergeOne Holdings Corp. (the “ Borrower ”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Administrative Agent ”) and Collateral Agent. Capitalized terms not defined herein are used as defined in the Credit Agreement. The Borrower hereby gives you no- tice irrevocably, pursuant to Section 2.03 of the Credit Agreement, of the borrowing specified below (the “ Borrowing ”):

1. The Business Day of the proposed Borrowing is , .

2. The aggregate amount of the proposed Borrowing is $ .

3. The Borrowing is to be comprised of $ of [ABR] [Eurodollar] Term Loans.

[4. The duration of the Interest Period for the Eurodollar Term Loans included in the Borrowing shall be months.]

5. [The proceeds shall be disbursed pursuant to the funds flow to be agreed be- tween the Borrower and Administrative Agent] ⁷⁷ [The account number and location of the account to which funds of the proposed Borrowing are to be disbursed is

] ⁷⁸ .

77	NTD: Include for borrowing on the Closing Date.

78	NTD: Include for borrowings after the Closing Date.

The undersigned hereby certifies, in his or her capacity as an officer and not in his or her individual capacity, that the following statements will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:

(a) the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as though made on and as of the date of the proposed Borrowing (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date); and

(b) no Default or Event of Default has occurred and is continuing or would occur immediately upon the consummation of such proposed Borrowing.


CONVERGEONE HOLDINGS CORP.



By
Name
Title

EXHIBIT D

to the Term Loan Agreement

FORM OF

CONVERSION/CONTINUATION REQUEST

Date: ,

JPMorgan Chase Bank, N.A. 500

Stanton Christiana Rd. NCC5 /

1st Floor

Newark, DE 19713

Attention: Loan & Agency Services Group (Ali Zigami)

Tel: 302-634-4834

Fax: 302-634-4733

Email: ali.zigami@chase.com

Ladies and Gentlemen:

Reference is made to the Term Loan Agreement dated as of June 20, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., ConvergeOne Holdings Corp. (the “ Borrower ”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms not defined herein are used as defined in the Credit Agreement.

This Conversion/Continuation Request is delivered to you pursuant to Section 2.10 of the Credit Agreement and relates to the following:

1. A [conversion] [continuation] of a Borrowing.

2. In the aggregate principal amount of $ ,

3. which Borrowing is being maintained as [an ABR Borrowing] [a Euro- dollar Borrowing with an Interest Period ending on , 20 ].

4. (select relevant election below)

If such Borrowing is a Eurodollar Borrowing, such Borrowing shall be continued as a Eurodollar Borrowing having an Interest Period of [ ] months.

If such Borrowing is a Eurodollar Borrowing, such Borrowing shall be converted to an ABR Borrowing.

If such Borrowing is an ABR Borrowing, such Borrowing shall be converted to a Eurodollar Borrowing having an Interest Period of [ ] months.

5. Such election to be effective on , 20 (a Business Day).

This Conversion/Continuation Request and the election made herein comply with the

Credit Agreement, including Section 2.10 of the Credit Agreement.

[ Remainder of this page intentionally left blank. ]


CONVERGEONE HOLDINGS CORP.



By:
Name:
Title:

EXHIBIT E

to the Term Loan Agreement

FORM OF

PREPAYMENT NOTICE

Date: ,

JPMorgan Chase Bank, N.A. 500

Stanton Christiana Rd. NCC5 /

1st Floor

Newark, DE 19713

Attention: Loan & Agency Services Group (Ali Zigami)

Tel: 302-634-4834

Fax: 302-634-4733

Email: ali.zigami@chase.com

Ladies and Gentlemen:

Reference is made to the Term Loan Agreement dated as of June 20, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., ConvergeOne Holdings Corp. (the “ Borrower ”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms not defined herein are used as defined in the Credit Agreement.

This Prepayment Notice is delivered to you pursuant to Section 2.12 or 2.13(f) of the Credit Agreement. The Borrower hereby gives notice of a prepayment of Term Loans as follows:

1. (select Type(s) of Term Loans)

ABR Loans in the aggregate principal amount of $ .

Eurodollar Loans with an Interest Period ending , 20 in the aggregate principal amount of $ .

2. On , 20 (a Business Day).

[3. The Borrower hereby notifies the Administrative Agent and the Lenders that the prepayment contemplated hereby is a Waivable Mandatory Prepayment and that the Borrower hereby gives each Lender the option to waive its pro rata share of [ ]% of the aggregate principal amount of such Waivable Mandatory Prepayment in accord- ance with Section 2.13(f) of the Credit Agreement.]

This Prepayment Notice and prepayment contemplated hereby comply with the Credit Agreement, including Section 2.12 or 2.13(f), as applicable, of the Credit Agreement.

[ Remainder of this page intentionally left blank. ]


CONVERGEONE HOLDINGS CORP.



By:
Name:
Title:

EXHIBIT F

to the Term Loan Agreement

FORM OF

NON-BANK CERTIFICATE

(For Foreign Lenders and Participants that are not Partnerships for U.S. Federal Income Tax Purposes)

Reference is made to the Term Loan Agreement dated as of June 20, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among C1 Intermediate Corp., a Delaware corporation, ConvergeOne Holdings Corp., a Delaware corporation (the “ Borrower ”), the lenders party thereto (the “ Lenders ”), JPMorgan Chase Bank, N.A., as the Administrative Agent and as the Collateral Agent, and the other parties thereto. Capitalized terms not defined herein are used as defined in the Credit Agreement. [ ] (the “ Foreign Lender ”) is providing this certificate pursuant to Section 2.20(e) of the Credit Agreement. The Foreign Lender hereby represents and warrants to the Borrower that:

The Foreign Lender is the sole record and beneficial owner of the Term Loans or the obligations evidenced by note(s) in respect of which it is providing this certificate.

(a) The Foreign Lender is not a “10 percent shareholder” of the Borrower for purposes of Section 881(c)(3)(B) of the Code.

(b) The Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.

FORM OF

NON-BANK CERTIFICATE

(For Foreign Lenders and Participants that are Partnerships for U.S. Federal Income Tax Purposes)

The Foreign Lender is the sole record and its indirect members/partners are the sole beneficial owners of the Term Loans or the obligations evidenced by note(s) in respect of which it is providing this certificate.

Neither the Foreign Lender nor its direct or indirect members/partners is a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “ Code ”). In this regard, the Foreign Lender’s direct or indirect members/partners further represent and warrant that:

(a) It is not a “10 percent shareholder” of the Borrower for purposes of Section 881(c)(3)(B) of the Code.

(b) It is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate.


[NAME OF FOREIGN LENDER]



By:
Name:
Title:
Date: , 20__

EXHIBIT G

to the Term Loan Agreement

FORM OF

GUARANTEE AND COLLATERAL AGREEMENT

[See Exhibit 10.4]

Exhibit 10.27

Execution Version

$75,000,000

INCREMENTAL AMENDMENT

Dated as of July 28, 2017

among

C1 INTERMEDIATE CORP.,

as Holdings

CONVERGEONE HOLDINGS CORP.,

as Borrower

THE GUARANTORS PARTY HERETO,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

as Incremental Term Lender

and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent and Collateral Agent

CREDIT SUISSE SECURITIES (USA) LLC and JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

INCREMENTAL AMENDMENT

This INCREMENTAL AMENDMENT (this “ Agreement ”), dated as of July 28, 2017, is among C1 INTERMEDIATE CORP., a Delaware corporation (“ Holdings ”), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the “ Borrower ”), the Guarantors party hereto (together with Holdings and the Borrower, the “ Loan Parties ”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as an Additional Lender providing Incremental Term Loans (in such capacity, the “ Incremental Term Lender ”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (in such capacity, the “ Administrative Agent ”) and collateral agent for the Secured Parties (in such capacity, the “ Collateral Agent ”). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement (as defined below).

PRELIMINARY STATEMENTS

(1) Holdings, the Borrower, the Administrative Agent, the Collateral Agent, and the lenders party thereto from time to time (collectively, the “ Lenders ”, and each, a “ Lender ”), are parties to the Term Loan Agreement dated as of June 20, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

(2) The Borrower has requested that the Incremental Term Lender provide new Term Loan Commitments to effect an increase to the Term Loans in the amount of $75,000,000 (such commitment, the “ Incremental Term Loan Commitment ”, and the Incremental Term Loans made thereunder, the “ Incremental Term Loans ”), the proceeds of which will be used (a) to repay the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement, (b) to pay the acquisition consideration for the acquisition (the “ Acquisition ”) of Rockefeller Group Technology Solutions, Inc., a Delaware corporation (the “ Acquired Business ”), (c) to pay fees and expenses in connection with such Acquisition and the Incremental Term Loans and (d) to the extent of any proceeds that remain after the payment specified in the foregoing clause (a) has been made and the Borrower has established Restricted Cash on its balance sheet sufficient to make the payments specified in the foregoing clauses (b) and (c), for working capital, general corporate purposes of the Borrower and its Subsidiaries, and other purposes not prohibited under the Credit Agreement, including Permitted Investments.

(3) The Incremental Term Lender is willing to provide the Incremental Term Loan Commitment and the Incremental Term Loans to effect an increase to the Term Loans, subject in each case to the terms and conditions set forth herein.

(4) Credit Suisse Securities (USA) LLC (“ CS Securities ”) and JPMorgan Chase Bank, N.A. (“ JPM ”) are joint lead arrangers and joint bookrunners for the Incremental Term Loan Commitment and the Incremental Term Loans (the “ Incremental Facility Arrangers ”).

(5) The Loan Parties, the Incremental Term Lender, the Administrative Agent and the Collateral Agent are entering into this Agreement in order to evidence the Incremental Term Loan Commitment and Incremental Term Loan in accordance with Section 2.22 of the Credit Agreement.

SECTION 1. Incremental Term Commitment and Incremental Term Loans . Pursuant to Section 2.22 of the Credit Agreement, upon effectiveness of this Agreement pursuant to Section 3 hereof:

(a) The Incremental Term Lender will make a single loan to the Borrower on the Incremental Facility Closing Date (as defined below) in an aggregate principal amount equal to the Incremental Term Loan Commitment set forth on Schedule 1 attached hereto.

(b) The Administrative Agent hereby approves of the Incremental Term Lender as an Incremental Term Lender under the Credit Agreement and approves of the terms of the Incremental Term Loans as set forth in Section 2 hereof.

SECTION 2. Terms of the Incremental Term Loans . Pursuant to Section 2.22 of the Credit Agreement, the Incremental Term Loan Commitment shall become a Term Loan Commitments under the Credit Agreement, the Incremental Term Loans shall be effected as an increase to the Term Loans, and the Incremental Term Loans shall become Term Loans under the Credit Agreement, the terms of which shall be as follows:

(a) The aggregate principal amount of the Incremental Term Loan Commitment and Incremental Term Loans shall be $75,000,000.00.

(b) The Applicable Percentage applicable to the Incremental Term Loans shall be the Applicable Percentage applicable to the Term Loans.

(c) The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders of the Incremental Term Loans, on each Principal Payment Date occurring prior to the Term Loan Maturity Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.12(b) and 2.13 (e) ) equal to 0.25% of the original principal amount of the Incremental Term Loans.

(d) The prepayment fees applicable to the Term Loans set forth in Section 2.12(d) of the Credit Agreement shall be applicable to the Incremental Term Loans.

(e) The proceeds of the Incremental Term Loans shall be used to (a) repay the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement, (b) to pay the acquisition consideration for the Acquisition of the Acquired Business, (c) to pay fees and expenses in connection with such Acquisition and the Incremental Term Loans and (d) to the extent of any proceeds that remain after the payment specified in the foregoing clause (a) has been made and the Borrower has established Restricted Cash on its balance sheet sufficient to make the payments specified in the foregoing clauses (b) and (c), for working capital, general corporate purposes of the Borrower and its Subsidiaries, and other purposes not prohibited under the Credit Agreement, including Permitted Investments.

(f) Except as otherwise expressly provided in this Agreement, all of the terms and provisions of the Incremental Term Loans shall be identical to those of the Term Loans.

SECTION 3. Conditions to Effectiveness of this Agreement . This Agreement shall become effective on and as of the date hereof (the “ Incremental Facility Closing Date ”), upon satisfaction of only the following conditions:

(a) The Administrative Agent and the Incremental Term Lender shall have received from the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of Alston & Bird LLP, as special counsel for the Loan Parties and Gray Plant Mooty, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender.

(c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.

(d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance).

(e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented

out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of Latham & Watkins LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.

(f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be.

(g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom.

(h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent.

(i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement.

(j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans.

(k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Date.

SECTION 4. Borrowing Request . This Agreement represents Borrower’s request to borrow Incremental Term Loans from the Incremental Term Lender as follows (the “ Proposed Borrowing ”):

(i) Business Day of Proposed Borrowing: July 28, 2017.

(ii) Amount of Proposed Borrowing: $75,000,000.00.

(iii) Interest rate option: ☐ a. ABR Term Loans

☒

b. Eurodollar Term Loans

with an initial Interest Period of 3 months

expiring September 29, 2017.

(iv) The proceeds shall be disbursed pursuant to the disbursement instructions separately agreed between the Borrower and the Incremental Term Lender.

SECTION 5. Representations and Warranties . To induce the other parties hereto to enter into this Agreement, each Loan Party hereby represents and warrants to the Administrative Agent, the Collateral Agent, the Incremental Term Lender and the other Lenders that, as of the Incremental Facility Closing Date and immediately after giving effect to the transactions to occur on the Incremental Facility Closing Date:

(a) Each Loan Party and each Restricted Subsidiary (i) is a Person duly organized or formed, validly existing and in good standing (to the extent such concept exists in such jurisdiction) under the laws of the jurisdiction of its organization, except where the failure to be duly organized or formed or to exist (other than in the case of the Borrower) or be in good standing could not reasonably be expected to result in a Material Adverse Effect, (ii) has the requisite organizational power and authority to, in the case of the Loan Parties, execute, deliver and perform its obligations under this Agreement, (iii) is qualified to do business in, and is in good standing (where relevant) in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification except where the failure to so qualify or be in good standing could not reasonably be expected to result in a Material Adverse Effect and (iv) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, except where the failure to have such power and authority could not reasonably be expected to result in a Material Adverse Effect.

(b) The execution, delivery and performance by each Loan Party of this Agreement, and the consummation of the transactions contemplated hereby (a) have been duly authorized by all requisite corporate or other organizational action on the part of each Loan Party and (b) do not (i) violate (A) any provision (x) of any applicable law, statute, rule or regulation, or (y) of the certificate or articles of incorporation, bylaws or other constitutive documents of any Loan Party, (B) any applicable material order of any Governmental Authority or (C) any provision of any material indenture, agreement or other instrument to which any Loan Party or any Restricted Subsidiary is a party or by which any of them or any of their property is bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under any such material indenture, agreement or other instrument to which such Loan Party is a party or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by any Loan Party (other than Liens created or permitted hereunder or under the Security Documents); except with respect to clauses (b)(i) through (b)(iii) (other than clause (b)(i)(A)(y)), to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.

(c) Except to the extent the failure to obtain or make the same could not reasonably be expected to result in a Material Adverse Effect, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is necessary or required in connection with the execution, delivery and performance of this Agreement by the Loan Parties, except for (a) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent and (b) such as have been made or obtained and are in full force and effect.

(d) This Agreement has been duly executed and delivered by each Loan Party party

hereto. This Agreement when executed and delivered by each Loan Party party hereto constitutes, a legal, valid and binding obligation, enforceable against each Loan Party party hereto in accordance with its terms, except as may be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles, regardless of whether considered in a proceeding in equity or at law.

(e) Since December 31, 2016, no event, change or condition has occurred that (individually or in the aggregate) has had, or could reasonably be expected to have, a Material Adverse Effect.

(f) On the Incremental Facility Closing Date, after giving effect to the extension of the Incremental Term Loans and the application of the proceeds therefrom, the Loan Parties, on a consolidated basis, are Solvent.

SECTION 6. Reference to and Effect on the Credit Agreement; Confirmation of Guarantors . (a) Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents.

(c) The Borrower and the other parties hereto acknowledge and agree that, on and after the Incremental Facility Closing Date, this Agreement and each of the other Loan Documents to be executed and delivered by a Loan Party shall constitute a Loan Document for all purposes of the Credit Agreement.

(d) On and after the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Agreement.

(e) Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

other applicable Loan Documents are, and shall remain, in full force and effect after giving effect to this Agreement and funding of the Incremental Term Loans, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Incremental Term Loans.

SECTION 7. Incremental Term Lender . The Incremental Term Lender agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender. On and after the Incremental Facility Closing Date, the Incremental Term Lender shall be a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder. All notices and other communications provided for hereunder or under the Loan Documents to the Incremental Term Lender shall be to its address as set forth in the Administrative Questionnaire it has furnished to the Administrative Agent.

SECTION 8. Incremental Facility Arrangers . The Borrower hereby (a) appoints CS Securities and JPM as joint lead arrangers and joint bookrunners for this Agreement, the Incremental Term Loan Commitment and the Incremental Term Loans and (b) acknowledges and agrees that (i) the Incremental Facility Arrangers shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Administrative Agent, the Collateral Agent and the Arrangers pursuant to Article VIII and Section 9.05 of the Credit Agreement and (ii) except as otherwise agreed to in writing by the Borrower and the Incremental Facility Arrangers, the Incremental Facility Arrangers shall not have any duties, responsibilities or liabilities with respect to this Agreement, the Incremental Term Loan Commitment, the Incremental Term Loans, the Credit Agreement or any other Loan Document.

SECTION 9. Consent to Assignments . For purposes of Section 9.04(b) of the Credit Agreement, the Borrower hereby consents to any assignment by the Incremental Term Lender or any of its Affiliates of all or any portion of the Incremental Term Loans in connection with the primary syndication of all or a portion of the Incremental Term Loans to any assignee disclosed by CS Securities to, and agreed to by, the Borrower (in writing or by email) on or prior to the Incremental Facility Closing Date.

SECTION 10. Expenses . The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and the Incremental Facility Arrangers in connection with this Agreement and any other documents prepared in connection herewith, in each case, in the manner and to the extent provided in the Credit Agreement. The Borrower hereby confirms that the indemnification provisions set forth in Section 9.05 of the Credit Agreement shall apply to this Agreement and such provisions shall govern any losses, claims, damages, liabilities, costs and expenses (as more fully set forth therein as applicable) which may arise herefrom or in connection herewith.

SECTION 11. Execution in Counterparts ; Severability . (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, and shall become effective when it shall have been executed by the Borrower, the Administrative Agent and the Incremental Term Lender and when the Administrative Agent and the Incremental Term Lender shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed signature page to this Agreement by facsimile transmission or by email as a “.pdf” or “.tif” attachment shall be as effective as delivery of a manually signed counterpart of this Agreement..

(b) In the event any one or more of the provisions contained in this Agreement

should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 12. GOVERNING LAW .

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, AGAINST ANY AGENT, ANY LENDER OR ANY OF THEIR RESPECTIVE RELATED PARTIES IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS RELATING HERETO IN ANY FORUM OTHER THAN ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE INCREMENTAL TERM LENDER OR ANY OTHER LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AGAINST THE BORROWER, HOLDINGS OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE 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 IN AN NEW YORK STATE OR FEDERAL COURT. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN FACSIMILE) IN SECTION 9.01 OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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 AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

SECTION 14. No Novation . By its execution of this Agreement, each of the parties hereto acknowledges and agrees that the terms of this Agreement do not constitute a novation, but, rather, a supplement of the terms of a pre-existing indebtedness and related agreement, as evidenced by the Credit Agreement.

[ Remainder of page intentionally left blank; signature pages follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


C1 INTERMEDIATE CORP.

By:
		Name:
		Title:


CONVERGEONE HOLDINGS CORP.

By:
		Name:
		Title:


CONVERGEONE, INC.

By:
		Name:
		Title:

[ Signature Page for Incremental Amendment ]


JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent



By:
		Name:
		Title:

[ Signature Page for Incremental Amendment ]


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Incremental Term Lender

By:
		Authorized Signatory


By:
		Authorized Signatory

[ Signature Page for Incremental Amendment ]

Schedule 1


Incremental Term Lender	Incremental Loan Commitments
Credit Suisse AG, Cayman Islands Branch	$	75,000,000.00

Exhibit 10.28

Execution Version

$60,000,000

INCREMENTAL AMENDMENT

Dated as of October 25, 2017

among

C1 INTERMEDIATE CORP.,

as Holdings

CONVERGEONE HOLDINGS CORP.,

as Borrower

THE GUARANTORS PARTY HERETO,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

as Incremental Term Lender

and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent and Collateral Agent

CREDIT SUISSE SECURITIES (USA) LLC and JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

INCREMENTAL AMENDMENT

This INCREMENTAL AMENDMENT (this “ Agreement ”), dated as of October 25, 2017, is among C1 INTERMEDIATE CORP., a Delaware corporation (“ Holdings ”), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the “ Borrower ”), the Guarantors party hereto (together with Holdings and the Borrower, the “ Loan Parties ”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as an Additional Lender providing Incremental Term Loans (in such capacity, the “ Incremental Term Lender ”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (in such capacity, the “ Administrative Agent ”) and collateral agent for the Secured Parties (in such capacity, the “ Collateral Agent ”). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement (as defined below).

PRELIMINARY STATEMENTS

(2) The Borrower has requested that the Incremental Term Lender provide new Term Loan Commitments to effect an increase to the Term Loans in the amount of $60,000,000 (such commitment, the “ Incremental Term Loan Commitment ”, and the Incremental Term Loans made thereunder, the “ Incremental Term Loans ”), the proceeds of which will be used (a) to repay the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement, (b) to pay fees and expenses in connection with the Incremental Term Loans and (c) to the extent of any proceeds that remain after the payment specified in the foregoing clause (a) has been made, for working capital, general corporate purposes of the Borrower and its Subsidiaries, and other purposes not prohibited under the Credit Agreement, including Permitted Investments.

SECTION 1. Incremental Term Commitment and Incremental Term Loans . Pursuant to Section 2.22 of the Credit Agreement, upon effectiveness of this Agreement pursuant to Section 3 hereof:

SECTION 2. Terms of the Incremental Term Loans . Pursuant to Section 2.22 of the Credit Agreement, the Incremental Term Loan Commitment shall become a Term Loan Commitment under the Credit Agreement, the Incremental Term Loans shall be effected as an increase to the Term Loans, and the Incremental Term Loans shall become Term Loans under the Credit Agreement, the terms of which shall be as follows:

(a) The aggregate principal amount of the Incremental Term Loan Commitment and Incremental Term Loans shall be $60,000,000.00.

(b) The Applicable Percentage applicable to the Incremental Term Loans shall be the Applicable Percentage applicable to the Term Loans.

(c) The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders of the Incremental Term Loans, on each Principal Payment Date occurring prior to the Term Loan Maturity Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.12(b) and 2.13 (e) ) equal to $150,375.94 (for the avoidance of doubt, the aggregate principal amount payable in respect of the Term Loans to the Lenders on each such Principal Payment Date is $1,412,875.94).

(d) The prepayment fees applicable to the Term Loans set forth in Section 2.12(d) of the Credit Agreement shall be applicable to the Incremental Term Loans.

(e) The proceeds of the Incremental Term Loans shall be used (a) to repay all outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement, (b) to pay fees and expenses in connection with the Incremental Term Loans and (c) to the extent of any proceeds that remain after the payment specified in the foregoing clause (a) has been made, for working capital, general corporate purposes of the Borrower and its Subsidiaries, and other purposes not prohibited under the Credit Agreement, including Permitted Investments.

(f) Except as otherwise expressly provided in this Agreement, all of the terms and provisions of the Incremental Term Loans shall be identical to those of the Term Loans.

each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender.

(g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom.

SECTION 4. Borrowing Request . This Agreement represents Borrower’s request to borrow Incremental Term Loans from the Incremental Term Lender as follows (the “ Proposed Borrowing ”):

(i) Business Day of Proposed Borrowing: October 25, 2017.

(ii) Amount of Proposed Borrowing: $60,000,000.00.

(iii) Interest rate option: ☐ a. ABR Term Loans

☒ b. Eurodollar Term Loans

with an initial Interest Period of 3 months

expiring December 29, 2017.

(iv) The proceeds shall be disbursed pursuant to the disbursement instructions separately agreed between the Borrower and the Incremental Term Lender.

(a) Each Loan Party and each Restricted Subsidiary (i) is a Person duly organized or

formed, validly existing and in good standing (to the extent such concept exists in such jurisdiction) under the laws of the jurisdiction of its organization, except where the failure to be duly organized or formed or to exist (other than in the case of the Borrower) or be in good standing could not reasonably be expected to result in a Material Adverse Effect, (ii) has the requisite organizational power and authority to, in the case of the Loan Parties, execute, deliver and perform its obligations under this Agreement, (iii) is qualified to do business in, and is in good standing (where relevant) in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification except where the failure to so qualify or be in good standing could not reasonably be expected to result in a Material Adverse Effect and (iv) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, except where the failure to have such power and authority could not reasonably be expected to result in a Material Adverse Effect.

(d) This Agreement has been duly executed and delivered by each Loan Party party hereto. This Agreement when executed and delivered by each Loan Party party hereto constitutes, a legal, valid and binding obligation, enforceable against each Loan Party party hereto in accordance with its terms, except as may be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles, regardless of whether considered in a proceeding in equity or at law.

(e) Since December 31, 2016, no event, change or condition has occurred that (individually or in the aggregate) has had, or could reasonably be expected to have, a Material Adverse Effect.

(f) Each of the Loan Parties party to the Credit Agreement and the other Loan Documents, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that, upon funding thereof, the Incremental Term Loans shall constitute Term Loans having identical terms, and being of the same Class, as the Term Loans made on the Closing Date and the Incremental Term Lender is a Lender under the Credit Agreement, and that all of its obligations under the Credit Agreement and the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Collateral Agent for the benefit of the Secured Parties (including the Incremental Term Lender) and reaffirms the guaranties made pursuant to the Credit Agreement and the other applicable Loan Documents, (iii) acknowledges and agrees that the grants of security interests by and the guaranties of the Loan Parties contained in the Credit Agreement and the other applicable Loan Documents are, and shall remain, in full force and effect after giving effect to this Agreement and funding of the Incremental Term Loans, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Incremental Term Loans.

SECTION 8. Incremental Facility Arrangers . The Borrower hereby (a) appoints CS

Securities and JPM as joint lead arrangers and joint bookrunners for this Agreement, the Incremental Term Loan Commitment and the Incremental Term Loans and (b) acknowledges and agrees that (i) the Incremental Facility Arrangers shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Administrative Agent, the Collateral Agent and the Arrangers pursuant to Article VIII and Section 9.05 of the Credit Agreement and (ii) except as otherwise agreed to in writing by the Borrower and the Incremental Facility Arrangers, the Incremental Facility Arrangers shall not have any duties, responsibilities or liabilities with respect to this Agreement, the Incremental Term Loan Commitment, the Incremental Term Loans, the Credit Agreement or any other Loan Document.

(b) In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 12. GOVERNING LAW .

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF

ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, AGAINST ANY AGENT, ANY LENDER OR ANY OF THEIR RESPECTIVE RELATED PARTIES IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS RELATING HERETO IN ANY FORUM OTHER THAN ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE INCREMENTAL TERM LENDER OR ANY OTHER LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AGAINST THE BORROWER, HOLDINGS OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE 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 IN AN NEW YORK STATE OR FEDERAL COURT. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN FACSIMILE) IN SECTION 9.01 OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 13. WAIVER OF RIGHT TO TRIAL BY JURY . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. 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 AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

[ Remainder of page intentionally left blank; signature pages follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


C1 INTERMEDIATE CORP.



By:
		Name:
		Title:



CONVERGEONE HOLDINGS CORP.



By:
		Name:
		Title:



CONVERGEONE, INC.



By:
		Name:
		Title:



STATEGIC PRODUCTS AND SERVICES, LLC

By:
		Name:
		Title:



PROVIDEA CONFERENCING, LLC



By:
		Name:
		Title:

[ Signature Page for Incremental Amendment ]


ANNESE & ASSOCIATES, INC.

By:
		Name:
		Title:

SPS HOLDCO, LLC

By:
		Name:
		Title:

[ Signature Page for Incremental Amendment ]


JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent

By:
		Name:
		Title:

[ Signature Page for Incremental Amendment ]


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Incremental Term Lender

By:
		Authorized Signatory

By:
		Authorized Signatory

[ Signature Page for Incremental Amendment ]

Schedule 1


Incremental Term Lender	Incremental Loan Commitments
Credit Suisse AG, Cayman Islands Branch	$	60,000,000.00

Exhibit 10.29

Execution Version

GUARANTEE AND COLLATERAL AGREEMENT

dated as of

June 20, 2017

among

C1 INTERMEDIATE CORP.,

CONVERGEONE HOLDINGS CORP.,

the Subsidiaries of ConvergeOne Holdings Corp.

from time to time party hereto

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			1

SECTION 1.01.	Credit Agreement		1
SECTION 1.02.	Other Defined Terms		1

ARTICLE II GUARANTEE			6

SECTION 2.01.	Guarantee		6
SECTION 2.02.	Guarantee of Payment		7
SECTION 2.03.	No Limitations, Etc.		7
SECTION 2.04.	Reinstatement		8
SECTION 2.05.	Agreement To Pay; Subrogation		8
SECTION 2.06.	Information		8
SECTION 2.07.	Instrument for the Payment of Money		8

ARTICLE III SECURITY INTERESTS IN PERSONAL PROPERTY			8

SECTION 3.01.	Security Interest		8
SECTION 3.02.	Representations and Warranties		10
SECTION 3.03.	Covenants		12
SECTION 3.04.	Other Actions		13
SECTION 3.05.	Voting Rights; Dividends and Interest, Etc.		14
SECTION 3.06.	Additional Covenants Regarding Patent, Trademark and Copyright Collateral		14
SECTION 3.07.	Limitations		15

ARTICLE IV REMEDIES			16

SECTION 4.01.	Pledged Collateral		16
SECTION 4.02.	Uniform Commercial Code and Other Remedies		16
SECTION 4.03.	Application of Proceeds		18
SECTION 4.04.	Grant of License to Use Intellectual Property		18
SECTION 4.05.	Securities Act, Etc.		18

ARTICLE V INDEMNITY, SUBROGATION AND SUBORDINATION			19

SECTION 5.01.	Indemnity and Subrogation		19
SECTION 5.02.	Contribution and Subrogation		19
SECTION 5.03.	Subordination		19

ARTICLE VI INTENTIONALLY DELETED			19

ARTICLE VII MISCELLANEOUS			20

SECTION 7.01.	Notices		20
SECTION 7.02.	Survival of Agreement		20
SECTION 7.03.	Binding Effect; Several Agreement		20
SECTION 7.04.	Successors and Assigns		20
SECTION 7.05.	Collateral Agent’s Expenses; Indemnity		20
SECTION 7.06.	Collateral Agent Appointed Attorney-in-Fact		20


SECTION 7.07.	Applicable Law	21
SECTION 7.08.	Waivers; Amendment	21
SECTION 7.09.	WAIVER OF JURY TRIAL	22
SECTION 7.10.	Severability	22
SECTION 7.11.	Counterparts	22
SECTION 7.12.	Headings	22
SECTION 7.13.	Jurisdiction; Consent to Service of Process	22
SECTION 7.14.	Termination or Release	23
SECTION 7.15.	Additional Subsidiaries	24
SECTION 7.16.	Security Interest and Obligations Absolute	24
SECTION 7.17.	Intercreditor Agreements	24
SECTION 7.18.	Additional Obligations	24
SECTION 7.19.	Person Serving as Collateral Agent	25

Schedules


Schedule I		Subsidiary Guarantors
Schedule II		Equity Interests; Pledged Debt Securities
Schedule III		U.S. Copyrights Owned by Grantor; Patents Owned by Grantors; Trademarks/Trade Names Owned by Grantors
Schedule IV		UCC Filing Offices
Schedule V		UCC Information
Schedule VI		Locations of Collateral
Schedule VII		Deposit Accounts
Schedule VIII		Chattel Paper

Exhibits


Exhibit A		Form of Supplement
Exhibit B		Form of Other Pari Passu Lien Obligations Agent Consent

GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 20, 2017 (this “ Agreement ”), among C1 INTERMEDIATE CORP., a Delaware corporation (“ Holdings ”), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the “ Borrower ”), the subsidiaries of the Borrower from time to time party hereto and JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, together with its successors and permitted assigns, the “ Collateral Agent ”).

PRELIMINARY STATEMENT

WHEREAS , the Borrower and Holdings have entered into that certain Term Loan Agreement, dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Credit Agreement ”), by and among Holdings, the Borrower, JPMorgan Chase Bank, N.A. as administrative agent (in such capacity, together with its successors and permitted assigns, the “ Administrative Agent ”) and collateral agent, and the lenders from time to time party thereto (the “ Lenders ”), pursuant to which the Lenders have agreed, on the terms and subject to the conditions set forth therein, to extend Term Loans (as defined therein) to the Borrower on the Closing Date (as defined therein); and

WHEREAS , the extension to the Borrower of the Term Loans under (and as defined in) the Credit Agreement and other financial accommodations under the Secured Debt Documents (as defined below) is conditioned upon, among other things, the execution and delivery of this Agreement by the Borrower and each Guarantor, and each Guarantor, as an affiliate of the Borrower, will derive substantial benefits from the extension of Term Loans and other financial accommodations to the Borrower pursuant to the Credit Agreement and the other Secured Debt Documents, and accordingly is willing to execute and deliver this Agreement to induce the Secured Parties (as defined below) to extend such Term Loans and other financial accommodations.

NOW , THEREFORE , in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement .

(a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Credit Agreement. All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement or the Credit Agreement have the meanings specified therein. All references to the Uniform Commercial Code shall mean the New York UCC unless the context requires otherwise.

(b) The rules of construction specified in Article I (including Sections 1.02 and 1.05) of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABL Agent ” shall have the meaning assigned to such term in the Intercreditor Agreement.

“ ABL Obligations ” shall have the meaning assigned to such term in the Intercreditor Agreement.

“ Account Debtor ” shall mean any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“ Administrative Agent ” shall have the meaning assigned to such term in the preliminary statement.

“ After -Acquired Intellectual Property ” shall have the meaning assigned to such term in Section 3.06(d) .

“ Agreement ” shall have the meaning assigned to such term in the preamble.

“ Borrower ” shall have the meaning assigned to such term in the preamble.

“ Claiming Guarantor ” shall have the meaning assigned to such term in Section 5.02 .

“ Collateral ” shall have the meaning assigned to such term in Section 3.01 .

“ Collateral Agent ” shall have the meaning assigned to such term in the preamble.

“ Contributing Guarantor ” shall have the meaning assigned to such term in Section 5.02 .

“ Copyright License ” shall mean any written agreement, now or hereafter in effect, granting any right to any third Person (other than an agreement with any Person who is an affiliate or a subsidiary of any Grantor) under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“ Copyrights ” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights, including all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, (b) all registrations and applications for registration of any such copyright, including registrations, recordings, supplemental registrations, renewals, extensions and pending applications for registration in the United States Copyright Office (or any successor office), including those copyrights listed on Schedule III , and (c) all causes of action arising prior to, on or after the date hereof for infringement of any Copyright or unfair competition regarding the same and all other rights whatsoever accruing thereunder or pertaining thereto.

“ Credit Agreement ” shall have the meaning assigned to such term in the preliminary statement.

“ Default ” shall have the meaning assigned to such term in (i) the Credit Agreement and (ii) each Other Pari Passu Lien Obligations Agreement.

“ Domain Names ” shall mean all Internet domain names and associated URL addresses in or to which any Grantor now owns or hereafter acquires.

“ Event of Default ” shall have the meaning assigned to such term in (i) the Credit Agreement and (ii) each Other Pari Passu Lien Obligations Agreement.

“ Excluded Property ” shall mean:

(a) all vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction;

(d) any specifically identified assets or category of assets as to which the Collateral Agent and the Borrower reasonably determine that the costs of obtaining a security interest in such assets (or perfecting the same) are excessive in relation to the benefit to the Secured Parties of the security afforded thereby;

(e) Equipment owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capitalized Lease Obligation permitted to be incurred pursuant to the Credit Agreement and each Other Pari Passu Lien Obligations Agreement, for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such Equipment;

(f) any interest in joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more third parties (other than a Grantor);

(h) all assets subject to a certificate of title statute, Farm Products and As-Extracted Collateral;

(j) any assets to the extent a security interest in such assets would result in adverse tax consequences as reasonably determined by the Borrower;

(k) Investment Property consisting of Equity Interests in and assets of Unrestricted Subsidiaries, Immaterial Subsidiaries and captive insurance companies;

(l) any fee owned real property with a book value not in excess of $5,000,000 and all leasehold interests in real property;

(m) cash and cash equivalents securing ABL Obligations consisting of reimbursement obligations in respect of letters of credit and exposures to defaulting lenders as required by the Revolving Credit Agreement including, without limitation, the LC Cash Collateral Account, to the extent and for so long as such cash and cash equivalents secure such ABL Obligations; and

(n) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute Excluded Property.Furthermore, no term used in the definition of Collateral (or any component definition thereof) shall be deemed to include any Excluded Property.

“ Federal Securities Laws ” shall have the meaning assigned to such term in Section 4.05 .

“ Fraudulent Conveyance ” shall have the meaning assigned to such term in Section 2.01 .

“ Grantors ” shall mean the Borrower and the Guarantors.

“ Guarantors ” shall mean Holdings and the Subsidiary Guarantors.

“ Holdings ” shall have the meaning assigned to such term in the preamble.

“ Intellectual Property ” shall mean all intellectual property of any Grantor of every kind and nature now owned or hereafter acquired by such Grantor, including all of the following that are owned or hereafter acquired by such Grantor (i) Patents, Copyrights, Licenses and Trademarks, (ii) all inventions, processes, production methods, trade secrets, confidential or proprietary technical and business information, know-how and databases and all other proprietary information, (iii) Domain Names, (iv) all improvements with respect to any of the foregoing, and (v) all causes of action, claims, and warranties now or hereafter owned or a acquired by any Grantor with respect of any of the foregoing.

“ Investment Property ” shall mean (a) all “investment property” as such term is defined in the New York UCC (other than Excluded Property) and (b) whether or not constituting “investment property” as so defined, all Pledged Debt Securities and Pledged Stock.

“ License ” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party.

“ Loan Obligations ” shall have the meaning assigned to the term “Obligations” in the Credit Agreement.

“ New York UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Obligations ” shall mean the Loan Obligations and all Other Pari Passu Lien Obligations.

“ Other Pari Passu Lien Obligations ” shall have the meaning assigned to the term “Obligations” (or equivalent term) in each Other Pari Passu Lien Obligations Agreement; provided that such “Obligations” (or equivalent term) have been designated as Other Pari Passu Lien Obligations pursuant to and in accordance with Section 7.18 .

“ Other Pari Passu Lien Obligations Agent ” shall mean the Person appointed to act as trustee, agent or representative for the holders of Other Pari Passu Lien Obligations pursuant to any Other Pari Passu Lien Obligations Agreement.

“ Other Pari Passu Lien Obligations Agent Consent ” means a consent substantially in the form of Exhibit B to this Agreement executed by the Other Pari Passu Lien Obligations Agent for any holders of Other Pari Passu Lien Obligations pursuant to Section 7.18 .

“ Other Pari Passu Lien Obligations Agreement ” shall mean any indenture, credit agreement or other agreement under which any Other Pari Passu Lien Obligations are incurred.

“ Pari Passu Intercreditor Agreement ” shall mean an intercreditor agreement entered into among the Collateral Agent, the Administrative Agent and each Other Pari Passu Lien Obligations Agent with respect to the Obligations.

“ Patent License ” shall mean any written agreement, now or hereafter in effect, granting to any third Person (other than an agreement with any Person who is an affiliate or a subsidiary of any Grantor) any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third Person, is in existence, and all rights of any Grantor under any such agreement.

“ Patents ” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent, all registrations and recordings thereof, and all applications for letters patent, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor), including those listed on Schedule III , (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein and (c) all income, royalties, damages and payments now or hereafter due and/or payable with respect thereto, all damages and payments for past, present or future infringements thereof and rights to sue therefor, and all rights corresponding thereto throughout the world.

“ Permitted Liens ” shall have the meaning assigned to such term in the Credit Agreement to the extent such Permitted Liens are not prohibited under any Other Pari Passu Lien Obligations Agreement.

“ Pledged Collateral ” shall mean (a) the Pledged Stock, (b) the Pledged Debt Securities, (c) subject to Section 3.05 , all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (d) subject to Section 3.05 , all rights of the applicable Grantor with respect to the securities and other property referred to in clauses (a) , (b) and (c) above and (e) all Proceeds of any of the foregoing.

“ Pledged Debt Securities ” shall mean (a) the debt securities and promissory notes held by any Grantor on the date hereof (including all such debt securities and promissory notes listed opposite the name of such Grantor on Schedule II (it being agreed that only debt securities and promissory notes with an individual principal amount equal to or greater than $1,000,000 are required to be listed on such schedule)), (b) any debt securities or promissory notes in the future issued to such Grantor and (c) any other instruments evidencing the debt securities described above, if any.

“ Pledged Securities ” shall mean any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“ Pledged Stock ” shall mean (a) (i) the Equity Interests owned by any Grantor on the date hereof (including all such Equity Interests listed on Schedule II ) and (ii) thereafter, any other Equity Interest obtained in the future by such Grantor, in the case of each of clauses (i) and (ii) , to the extent that the same do not constitute Excluded Property and (b) the certificates, if any, representing all such Equity Interests.

“ Prior Collateral Agent ” shall have the meaning assigned to such term in Section 7.19 .

“ Receivables ” shall mean the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

“ Revolving Guarantee and Collateral Agreement ” shall mean the Guarantee and Collateral Agreement, dated as of the Closing Date, among the Grantors and Wells Fargo Commercial Distribution Finance, LLC, as administrative agent, collateral agent and floorplan funding agent.

“ Secured Debt Documents ” shall mean, collectively, this Agreement, the other Security Documents, the Credit Agreement, the other Loan Documents and each Other Pari Passu Lien Obligations Agreement.

“ Secured Parties ” shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) each Other Pari Passu Lien Obligations Agent, (e) the holders of Other Pari Passu Lien Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Grantor under any Secured Debt Document, and (g) the successors and permitted assigns of each of the foregoing.

“ Security Documents ” shall have the meaning assigned to such term in the Credit Agreement and any analogous term in any Other Pari Passu Lien Obligations Agreement.

“ Security Interest ” shall mean the pledge and security interest confirmed and granted pursuant to Section 3.01 .

“ Subsidiary Guarantor ” shall mean any of the following: (a) the Restricted Subsidiaries identified on Schedule I hereto as Subsidiary Guarantors and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date, excluding any Excluded Subsidiary.

“ Successor Collateral Agent ” shall have the meaning assigned to such term in Section 7.19 .

“ Termination Date ” shall mean the date on which all Term Loans and all other non-contingent Obligations have been paid in full in cash.

“ Trademark License ” shall mean any written agreement, now or hereafter in effect, granting to any third Person (other than an agreement with any Person who is an affiliate or a subsidiary of any Grantor) any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third Person, and all rights of any Grantor under any such agreement.

“ Trademarks ” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers and designs, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office), and all extensions or renewals thereof, including those registrations and applications listed on Schedule III , (b) all goodwill associated therewith or symbolized thereby and (c) all causes of action arising prior to, on or after the date hereof for infringement of any trademark or unfair competition regarding the same.

ARTICLE II

Guarantee

SECTION 2.01. Guarantee .

(a) Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Secured Parties, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and protest to the Borrower or any other Grantor of any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Each Guarantor hereby further jointly and severally agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Obligations, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

(b) Notwithstanding any provision of this Agreement to the contrary, it is intended that this Agreement, and any Liens granted hereunder by each Guarantor to secure the obligations and liabilities arising pursuant to this Agreement, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, each Guarantor agrees that if this Agreement, or any Liens securing the obligations and liabilities arising pursuant to this Agreement, would, but for the application of this sentence and taking into account the provisions of Section 5.02 , constitute a Fraudulent Conveyance, this Agreement and each such Lien shall be valid and enforceable only to the maximum extent that would not cause this Agreement or such Lien to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “ Fraudulent Conveyance ” means a fraudulent conveyance or fraudulent transfer under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

SECTION 2.02. Guarantee of Payment . Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and payable and not of collection, and waives any right (except such as shall be required by applicable law and cannot be waived) to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any Deposit Account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any other person.

SECTION 2.03. No Limitations, Etc.

(a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14 and the limitations set forth in Section 2.01(b) , the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than payment or performance of the Obligations (other than contingent obligations), in full) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Grantor, other than the occurrence of the Termination Date. The Collateral Agent and the other Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other Grantor, without

affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Grantor, as the case may be, or any security.

SECTION 2.04. Reinstatement . Each Guarantor agrees that its guarantee hereunder shall continue to be effective or shall be automatically reinstated, as the case may be, if at any time and for any reason payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party whether upon the bankruptcy or reorganization of the Borrower, any other Grantor, or otherwise, notwithstanding the occurrence of the Termination Date.

SECTION 2.05. Agreement To Pay; Subrogation . In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Grantor to pay any Obligation when and as the same shall become due and payable, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby jointly and severally promises to and will promptly pay, or cause to be paid, to the Collateral Agent for distribution to the Secured Parties in cash the amount of such unpaid Obligation (other than payment of any contingent obligations). Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article V .

SECTION 2.06. Information . Each Guarantor assumes all responsibility for being and keeping itself reasonably informed of the Borrower’s and each other Grantor’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Collateral Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

SECTION 2.07. Instrument for the Payment of Money . Each Guarantor hereby acknowledges that the guarantee in this Article II constitutes an instrument for the payment of money, and consents and agrees that any Secured Party, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring motion-action under New York CPLR Section 3213.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest .

(a) Each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as security for the payment and performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (other than contingent obligations), a security interest in all right, title or interest in or to any and all of the following assets and properties in each case whether tangible or intangible, wherever located, and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Property, collectively, the “ Collateral ”):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Documents;

(iv) all Equipment;

(v) all General Intangibles;

(vi) all Goods;

(vii) all Instruments, including all Pledged Securities;

(viii) all Inventory or documents of title, customs receipts, insurance certificates, shipping documents and other written materials related to the purchase or import of any Inventory;

(ix) all Investment Property;

(x) all Intellectual Property;

(xi) all Pledged Collateral;

(xii) all Records and all books and records pertaining to the Collateral;

(xiii) all letters of credit under which such Grantor is the beneficiary and Letter-of-Credit Rights;

(xiv) all Supporting Obligations;

(xv) all cash and Cash Equivalents;

(xvi) all Deposit Accounts and Securities Accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds held in or on deposit in any of the foregoing;

(xvii) all rights to any price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and other amounts which at any time are due Grantors from a Floorplan Approved Vendor (as defined in the Revolving Credit Agreement) in connection with Floorplan Financed Inventory (as defined in the Revolving Credit Agreement);

(xviii) all other personal property whatsoever of such Grantor; and

(xix) to the extent not otherwise included, all Proceeds, all accessions to and substitutions and replacements for and products of any and all of the foregoing and all offsprings, rents profits and products of any of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing.

(b) [Reserved].

(c) Each Grantor hereby authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon written request. The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.

(d) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.

(e) The Security Interest is granted as security only and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, and neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor and/or any other Person.

SECTION 3.02. Representations and Warranties . Each Grantor represents and warrants to the Collateral Agent and the other Secured Parties that:

(a) In executing and delivering this Agreement, each Grantor has (i) adequate means to obtain from the Borrower on a continuing basis information concerning the Borrower; (ii) full and complete access to the Secured Debt Documents and any other documents executed in connection with the Secured Debt Documents; and (iii) not relied and will not rely upon any representations or warranties of any Secured Party not embodied herein or any acts heretofore or hereafter taken by any Secured Party (including but not limited to any review by any Secured Party of the affairs of the Borrower).

(b) Each Grantor has good and valid rights in and title (except as otherwise permitted by all Secured Debt Documents) to the Collateral with respect to which it has purported to grant a Security Interest hereunder, has full organizational power and authority to grant to the Collateral Agent, for the benefit of the Secured Parties, the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, and no Lien exists upon the Collateral (and no right or option to acquire the same exists in favor of any other Person) other than (i) the valid and perfected security interest created or provided for herein and (ii) Liens expressly permitted by all Secured Debt Documents.

(c) (i) Uniform Commercial Code financing statements (including fixture filings, if applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been prepared by the Collateral Agent based upon the information provided to the Collateral Agent and the Secured Parties by the Grantors for filing in each governmental, municipal or other office specified on Schedule IV hereof (or specified by notice from the Borrower to the Collateral Agent after the date hereof in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement or after the date hereof in the case of filings, recordings or registrations required by any comparable provision of any Other Pari Passu Lien Obligations Agreement), which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in the Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary as of the date hereof (or after the date hereof, in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement or after the date hereof in the case of filings, recordings or registrations required by any comparable provision of any Other Pari Passu Lien Obligations Agreement) to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements; and (ii) notwithstanding the foregoing, each Grantor represents and warrants that a fully executed agreement in the form hereof or, alternatively, each applicable short form Intellectual Property Security Agreement, and containing a description of all Collateral consisting of Intellectual Property that is material to the conduct of such Grantor’s

business with respect to United States Patents and United States federally registered Trademarks (and Trademarks for which United States federal registration applications are pending) and United States federally registered Copyrights has been or will be delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent in respect of all such Collateral in which a security interest may be perfected by filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than filings described in Section 3.02(c)(i), and other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of United States Patents, United States federally registered Trademarks and United States federally registered Copyrights (and applications therefor) that are material to the conduct of such Grantor’s business and that are acquired or developed after the date hereof).

(d) The Security Interest constitutes (i) a legal and valid security interest in all Collateral securing the payment and performance of the Obligations, (ii) subject to the filings described in Section 3.02(c) , a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code and (iii) subject to the filings described in Section 3.02(c) , a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement (or the applicable short form Intellectual Property Security Agreement) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the 3-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the 1-month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Permitted Liens.

(h) [Reserved].

(k) As of the date hereof, all of Grantors’ locations where Collateral constituting Inventory is located (other than (i) Collateral in transit or out for repair or maintenance or (ii) locations where the value of Inventory located at any such location does not exceed $2,000,000 and the aggregate value of Inventory located at all such locations does not exceed $10,000,000) are listed on Schedule VI . All of said locations are owned by the Grantors except for locations (i) which are leased by the Grantors as lessees and designated in Part B(ii) of Schedule VI and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part B(iii) of Schedule VI .

(l) All of such Grantor’s Deposit Accounts are listed on Schedule VII .

(m) Schedule VIII lists all Chattel Paper of such Grantor having an individual fair market value in excess of $250,000.

(n) With respect to Accounts and Chattel Paper, the information with respect to the Accounts and Chattel Paper (including without limitation the names of obligors, amounts owing and due dates) is and will be correctly stated in all material respects in all records of the Grantors relating thereto and in all invoices with respect thereto required to be furnished to the Collateral Agent by the Grantors from time to time pursuant to the Secured Debt Documents.

SECTION 3.03. Covenants .

(a) Subject to Section 3.02(i) , each Grantor shall, at its own expense, take all commercially reasonable actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien which does not constitute a Permitted Lien.

(b) Subject to Section 3.02(i) , each Grantor agrees, upon written request by the Collateral Agent and at its own expense, to execute, acknowledge, deliver and cause to be filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to obtain, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith.

(c) At its option, but only following 5 Business Days’ written notice to each Grantor of its intent to do so unless an Event of Default shall have occurred and be continuing, the Collateral Agent may discharge past due Taxes, assessments, charges, fees or Liens at any time levied or placed on the Collateral which do not constitute a Permitted Lien, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or any other Secured Debt Document, and each Grantor agrees to reimburse the Collateral Agent within 30 days after written demand for any reasonable out of pocket payment made or any reasonable out of pocket expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided , however , that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees or Liens and maintenance as set forth herein or in the other Secured Debt Documents.

(e) In the case of each Grantor, such Grantor shall, on or prior to the date on which a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 5.04(c) of the Credit Agreement for the fiscal quarter in which such Grantor obtains actual knowledge thereof, give notice to the Collateral Agent of any Commercial Tort Claim of such Grantor in which the damages being sought are reasonably estimated by such Grantor to exceed $1,000,000 and shall grant to the Collateral Agent, for the benefit of the Secured Parties, a first priority security interest in such Commercial Tort Claim. After such grant, such Commercial Tort Claim shall be deemed to constitute Collateral for purposes of this Agreement.

(f) Subject to the following sentence, the Grantors will not (i) maintain any Inventory (other than such Collateral in transit) at any location other than those locations listed on Schedule VI (except for locations where the fair market value of Inventory at any such location does not exceed $2,000,000 and the aggregate fair market value of Inventory at all such locations does not exceed $10,000,000), (ii) otherwise change, or add to, such locations, or (iii) change their respective principal places of business or chief executive offices from the location identified on Schedule VI . Each Grantor will give the Collateral Agent at least ten (10) days prior written notice (or such shorter notice to which the Collateral Agent has consented in writing) of any new principal place of business or chief executive office or any new location for any of its Inventory, except for locations where the market value of Inventory stored or warehoused at any such new location does not exceed $2,000,000 and the aggregate market value of Inventory, stored or warehoused at all such new locations (together with all other locations not listed on Schedule VI ) does not exceed $10,000,000 (such locations, “ Excluded Locations ”). With respect to any such new location (excluding Excluded Locations), such Grantor will execute such documents and take such actions as the Collateral Agent reasonably deems necessary to perfect and protect the Liens granted under the Collateral Documents.

(g) Receivables .

(i) The Grantors will deliver to the Collateral Agent promptly upon its request after the occurrence and during the continuation of an Event of Default duplicate invoices with respect to each Account bearing such language of assignment as the Collateral Agent shall specify.

(ii) Upon the request of the Collateral Agent after the occurrence and during the continuation of an Event of Default, the Grantors shall take all steps reasonably necessary to grant the Collateral Agent “control” (within the meaning of set forth in Section 9-105 of the Uniform Commercial Code) of all electronic chattel paper in accordance with the Uniform Commercial Code.

SECTION 3.04. Other Actions . In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest in the Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Collateral:

(a) Instruments . Upon the occurrence and during the continuation of an Event of Default, if any Grantor shall at any time hold or acquire any Instruments in excess of $1,000,000 individually, such Grantor shall, upon the request of the Collateral Agent, promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify.

(b) Investment Property . Subject to the terms hereof, if any Grantor shall at any time hold or acquire any Certificated Securities, to the extent the same do not constitute Excluded Property, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof and supplement any prior schedule so delivered; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities and shall not in and of itself result in any Default or Event of Default. Each certificate representing an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 3.01 shall be physically delivered to the Collateral Agent in accordance with the terms of the Credit Agreement and each other Secured Debt Document and endorsed to the Collateral Agent or endorsed in blank.

(c) Security Interests in Prop erty of Account Debtors . If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person the value of which equals or exceeds $250,000 to secure payment of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

(d) Letter-of-Credit Rights . If any Grantor is or becomes the beneficiary of a letter of credit that is (i) not a Supporting Obligation of any Collateral and (ii) in excess of $1,000,000 individually, or $5,000,000 in the aggregate for all such letters of credit of the Grantors, such Grantor shall, on the date on which a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 5.04(c) of the Credit Agreement for the fiscal quarter in which such Grantor becomes a beneficiary thereof, notify the Collateral Agent thereof and, at the request of the Collateral Agent, enter into an agreement with the Collateral Agent, the issuer of such letter of credit or any nominated person with respect to the Letter-of-Credit Rights under such letter of credit. Such agreement shall collaterally assign such Letter-of-Credit Rights to the Collateral Agent and such assignment shall be sufficient to grant control to the Collateral Agent for the purposes of Section 9-107 of the New York UCC (or any similar section under any equivalent Uniform Commercial Code), and shall be in form and substance reasonably satisfactory to Collateral Agent.

SECTION 3.05. Voting Rights; Dividends and Interest, Etc. Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the Grantors at least three (3) days’ prior written notice of its intent to exercise its rights under this Agreement:

(a) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the other Secured Debt Documents and applicable law and no notice of any such voting or exercise of any consensual rights and powers need be given to the Collateral Agent.

(b) The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a) above.

(c) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are not prohibited by, and otherwise paid or distributed in accordance with, the terms and conditions of the Secured Debt Documents and applicable law; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Collateral shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent) on or prior to the later to occur of (i) 30 days following the receipt thereof and (ii) the earlier of the date of the required delivery of the Compliance Certificate following the receipt of such items and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Collateral Agent may consent).

SECTION 3.06. Additional Covenants Regarding Patent, Trademark and Copyright Collateral .

(a) Other than to the extent not prohibited herein or in any other Secured Debt Document, except as could not reasonably be expected to have a Material Adverse Effect, each Grantor agrees that it will not do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, other than the expiration of such Patent at the end of its natural term, subject to such Grantor’s reasonable business judgment.

(b) Other than to the extent not prohibited herein or in any other Secured Debt Document, except as could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each registered Trademark that is material to the conduct of such Grantor’s business, use commercially reasonable efforts to maintain such Trademark registration in full force free from any legally binding determination of abandonment or invalidity of such Trademark registration due to nonuse, subject to such Grantor’s reasonable business judgment.

(c) Other than to the extent not prohibited herein or in any other Secured Debt Document, except as could not reasonably be expected to have a Material Adverse Effect, and subject to each Grantor’s reasonable business judgment, each Grantor will take all reasonable and necessary steps that are consistent with reasonable business practice in any proceeding before the United States Patent and Trademark Office, and the United States Copyright Office, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

(d) Each Grantor agrees that, should it obtain an ownership interest in any Intellectual Property (other than any Excluded Property) after the date hereof, to the extent that such Intellectual Property would be a part of the Collateral under the terms of this Agreement had it been owned by such Grantor as of the date hereof, (“ After-Acquired Intellectual Property ”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby shall automatically become part of the Collateral, subject to the terms and conditions of this Agreement. Within 120 days after the end of each calendar year (or such longer period as to which the Collateral Agent may consent), the relevant Grantor shall sign and deliver to the Collateral Agent an appropriate Intellectual Property Security Agreement with respect to all applicable United States federally registered (and all applications for United States federally registered) After-Acquired Intellectual Property owned by it as of the last day of the applicable fiscal year, to the extent that such Intellectual Property is not Excluded Property and to the extent that it is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it.

SECTION 3.07. Limitations . Notwithstanding anything to the contrary in this Agreement or any other Security Document, (i) the Collateral Agent shall not require the taking of any action (other than, for the avoidance of doubt, execution and delivery of this Agreement) to create a Lien on, or require the perfection of any Lien granted in, those assets located outside the United States or otherwise take any action with respect to creation or perfection of Liens under foreign laws, (ii) the Collateral Agent shall not require control agreements or perfection by “control” arrangements with respect to deposit and securities accounts (provided that, to the extent control agreements or perfection by “control” arrangements with respect to deposit and securities accounts are entered into pursuant to the requirements of, or otherwise in connection with, the Revolving Credit Agreement, such agreements or arrangements shall also be entered into in favor of the Collateral Agent), (iii) the Collateral Agent shall not require notices to be sent to account debtors or other contractual third-parties except following the occurrence and during the continuance of an Event of Default, (iv) the Collateral Agent shall not require landlord waivers and other third-party access or statutory lien subordinations or waivers, (v) the Collateral Agent shall not require the perfection of security interests in motor vehicles and other assets subject to certificates of title statutes to the extent a Lien thereon cannot be perfected by the filing of a Uniform Commercial Code financing statement (or the equivalent), (vi) the Collateral Agent shall not require perfection of (A) letters of credit and Letter-of-Credit Rights which (1) do not constitute Supporting Obligations and (2) are not in excess of $1,000,000 individually, or $5,000,000 in the aggregate for all such letters of credit and Letter-of-Credit Rights of the Loan Parties and (B) Commercial Tort Claims which (1) require any additional action by any Loan Party to grant or perfect a security interest in such Commercial Tort Claim and (2) are not in excess of $1,000,000 individually, or $5,000,000 in the aggregate, in each case, other than the filing of a Uniform Commercial Code financing statement (or the equivalent), and (vii) the Collateral Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the practical benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent.

ARTICLE IV

Remedies

SECTION 4.01. Pledged Collateral .

(a) Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Subject to the Intercreditor Agreement with respect to the ABL Priority Collateral (as therein defined), upon the occurrence and during the continuance of an Event of Default and with prior written notice to the relevant Grantor, the Collateral Agent shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 or this Section 4.01(b) shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Collateral Agent upon written demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 . After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05 , and the obligations of the Collateral Agent under paragraph (b) of Section 3.05 , shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided , however , that unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right, in its sole discretion, from time to time following and during the continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a) of Section 3.05 , and the Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05 .

SECTION 4.02. Uniform Commercial Code and Other Remedies . Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on written demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on written demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral (provided that such assignment, transfer or conveyance of any Collateral consisting of Trademarks includes an assignment, transfer or conveyance of the goodwill associated with such Trademarks) by the applicable Grantor to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements), (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral without breach of the peace, and subject to the terms of any related lease agreement, to enter any

premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, and (c) generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code, whether or not the Uniform Commercial Code is in effect in the applicable jurisdiction, or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange upon such commercially reasonable terms and conditions as it may deem necessary, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it necessary to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations (other than contingent obligations) paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Until the Termination Date, each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated in writing by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. Upon the occurrence and during the continuance of an Event of Default, in the event that any Grantor at any time or times shall fail to obtain or maintain

any of the policies of insurance required under the Credit Agreement or any other Secured Debt Document or to pay any premium in whole or part relating thereto, the Collateral Agent may upon prior written notice to such Grantor, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems necessary. All sums disbursed by the Collateral Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon written demand as provided in Section 9.05 of the Credit Agreement or any comparable provision of any Other Pari Passu Lien Obligations Agreement, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

SECTION 4.03. Application of Proceeds . Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in accordance with any applicable Pari Passu Intercreditor Agreement or, (i) if there are no Other Pari Passu Lien Obligations outstanding at such time or all Other Pari Passu Lien Obligations have been paid in full (other than contingent obligations) and the Loan Obligations remain outstanding, in accordance with Section 2.17(b) of the Credit Agreement and (ii) if the Loan Obligations have been paid in full (other than contingent obligations) and only one class of Other Pari Passu Lien Obligations remains outstanding, in accordance with the applicable Other Pari Passu Lien Obligations Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 4.04. Grant of License to Use Intellectual Property . For the exclusive purpose of enabling the Collateral Agent to exercise its rights and remedies in this Article IV after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14 ) an irrevocable nonexclusive limited license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know-how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided , however , that any license or sublicense entered into by the Collateral Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

SECTION 4.05. Securities Act, Etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act or any similar statute hereafter enacted analogous in purpose or effect (the Securities Act and any such similar statute as from time to time in effect being called the “ Federal Securities Laws ”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the Collateral Agent may, with respect to any sale of such Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential

purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 4.05 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

ARTICLE V

Indemnity, Subrogation and Subordination

SECTION 5.01. Indemnity and Subrogation . In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.03 ), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 5.02. Contribution and Subrogation . Each Guarantor (a “ Contributing Guarantor ”) agrees (subject to Section 5.03 ) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “ Claiming Guarantor ”) shall not have been fully indemnified by the Borrower as provided in Section 5.01 , the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.15 , the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section 5.01 to the extent of such payment.

SECTION 5.03. Subordination . Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the Obligations until the Termination Date; provided , that if any amount shall be paid to such Guarantors on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall promptly be paid to the Collateral Agent to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.17(b) of the Credit Agreement. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder.

ARTICLE VI

Intentionally Deleted

ARTICLE VII

Miscellaneous

SECTION 7.01. Notices . All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement (whether or not then in effect). Communications and notices to the Administrative Agent, the Collateral Agent, Holdings or the Borrower shall be made to the Administrative Agent, the Collateral Agent, Holdings or the Borrower, as applicable, at its address set forth in the Credit Agreement, and communications and notices to any Other Pari Passu Lien Obligations Agent shall be made to it at its address set forth in the applicable Other Pari Passu Lien Obligations Agent Consent. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrower.

SECTION 7.02. Survival of Agreement . All covenants, agreements, representations and warranties made by the Grantors herein or in any other Secured Debt Document shall be considered to have been relied upon by the Secured Parties and shall survive the making by the Lenders of any Term Loans and the extension of credit or purchase by the holders of Other Pari Passu Lien Obligations, regardless of any investigation made by any Secured Party on their behalf and notwithstanding that the Collateral Agent or any other Secured Party may have had notice or actual knowledge of any Default at the time of the making of such extension of credit and shall continue in full force and effect until the Termination Date.

SECTION 7.03. Binding Effect; Several Agreement . This Agreement shall become effective when it shall have been executed by the Grantors and the Collateral Agent and when the Collateral Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

SECTION 7.04. Successors and Assigns . Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 7.05. Collateral Agent ’ s Expenses; Indemnity .

(a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement and any comparable provision of any Other Pari Passu Lien Obligations Agreement.

(b) Without limitation of its indemnification obligations under the other Secured Debt Documents, each Grantor agrees to indemnify the Collateral Agent and the other Indemnitees as provided in Section 9.05 of the Credit Agreement and any comparable provision of any Other Pari Passu Lien Obligations Agreement.

(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.05 shall survive the Termination Date.

SECTION 7.06. Collateral Agent Appointed Attorney -in -Fact .

(a) Until the Termination Date, each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (i) to receive, endorse, assign and/or deliver any and all

notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (iii) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (iv) to send verifications of Accounts to any Account Debtor, (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (vi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (vii) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, (viii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral ( provided that any sale, assignment or transfer of Collateral consisting of Trademarks includes a sale, assignment or transfer of the goodwill associated with such Trademarks), (ix) to apply the proceeds of any Obligations as provided in Article IV, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xii) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xiii) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor and (xiv) to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided , however , that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct, fraud or bad faith. The foregoing powers of attorney being coupled with an interest, are irrevocable until the Security Interest shall have terminated in accordance with the terms hereof.

(b) All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties, under this Section 7.06 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers.

(c) Following the occurrence and continuance of an Event of Default, the Collateral Agent may, in the Collateral Agent’s own name or in the name of a nominee of the Collateral Agent, communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantors, parties to contracts with the Grantors and obligors in respect of Instruments of the Grantors to verify with such Persons, to the Collateral Agent’s reasonable satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.

SECTION 7.07. Applicable Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.08. Waivers; Amendment .

(a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Secured Debt Document shall operate as a waiver hereof or 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 Collateral Agent and the other Secured Parties hereunder and under the other Secured Debt Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of this Agreement or any other Secured Debt Document or consent to any departure by any Secured Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.08 , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the extension of the Term Loan Maturity Date shall not be

construed as a waiver of any Default, regardless of whether the Collateral Agent or any other Secured Party may have had notice or knowledge of such Default at the time. Except as otherwise provided herein, no notice or demand on any Grantor in any case shall entitle any Grantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantors that are party thereto and are affected by such waiver, amendment or modification, subject to Section 9.08 of the Credit Agreement and any comparable provision of any Other Pari Passu Lien Obligations Agreement. Notwithstanding the foregoing, (i) any Other Pari Passu Lien Obligations Agent, on behalf of itself and holders of Other Pari Passu Lien Obligations represented by it, may become party to this Agreement in accordance with Section 7.18 and (ii) technical modifications may be made to this Agreement (which shall be implemented in the form of an amendment hereto or an amendment and restatement hereof in form and substance reasonably satisfactory to, and executed by, the Collateral Agent and Grantors) to facilitate the inclusion of Other Pari Passu Lien Obligations without any further action by any other party hereto to the extent such Other Pari Passu Lien Obligations are permitted to be incurred under the Secured Debt Documents and become Other Pari Passu Lien Obligations in compliance with Section 7.18 .

SECTION 7.09. WAIVER OF JURY TRIAL . EACH PARTY HERETO (AND EACH OTHER SECURED PARTY BY ITS ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER SECURED DEBT DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT 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 AND THE OTHER SECURED DEBT DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.

SECTION 7.10. Severability . In the event any one or more of the provisions contained in this Agreement or in any other Secured Debt Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.11. Counterparts . 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, and shall become effective as provided in Section 7.03 . Delivery of an executed signature page to this Agreement by facsimile, PDF or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 7.12. 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 are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 7.13. Jurisdiction; Consent to Service of Process .

irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Secured Debt Documents against any Grantor or its properties in the courts of any jurisdiction.

(b) Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby 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 the other Secured Debt Documents in any New York State or Federal court. Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 7.14. Termination or Release .

(a) This Agreement, the Guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby (including, without limitation, the licenses granted by the Grantors and the Collateral Agent pursuant to Section 4.04 ) shall automatically terminate on the Termination Date and any Liens arising therefrom shall be automatically released.

(b) Any Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement and each other Secured Debt Document as a result of which such Guarantor ceases to guarantee any Obligations.

(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement and each other Secured Debt Document to any person that is not a Grantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to the applicable Pari Passu Intercreditor Agreement or, (i) if there are no Other Pari Passu Lien Obligations then outstanding or all Other Pari Passu Lien Obligations have been paid in full (other than contingent obligations) and the Loan Obligations remain outstanding, in accordance with the Section 9.08 of the Credit Agreement and (ii) if the Loan Obligations have been paid in full (other than contingent obligations) and only one class of Other Pari Passu Lien Obligations remains outstanding, in accordance with the applicable Other Pari Passu Lien Obligations Agreement, the Security Interest in such Collateral shall be automatically released, and the licenses granted by the Grantors and the Collateral Agent pursuant to Section 4.04 shall be automatically terminated.

(d) In connection with any termination or release pursuant to paragraph (a) , (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 7.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 7.05 , the Borrower shall reimburse the Collateral Agent upon written demand for all reasonable out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.14 as provided in Section 9.05 of the Credit Agreement and any comparable provision of any Other Pari Passu Lien Obligations Agreement.

(e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon the reasonable request of the Collateral Agent, deliver to the Collateral Agent an Officer’s Certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a) , (b) or (c) . The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.14 .

SECTION 7.15. Additional Subsidiaries . Pursuant to Section 5.09 of the Credit Agreement and any comparable provision of any Other Pari Passu Lien Obligations Agreement, as applicable, certain additional wholly owned Restricted Subsidiaries may be required to enter into this Agreement as a Subsidiary Guarantor and a Grantor. Upon execution and delivery by the Collateral Agent and such Restricted Subsidiary of a supplement in the form of Exhibit A hereto, such Restricted Subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor and a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

SECTION 7.16. Security Interest and Obligations Absolute . Subject to Section 7.14 hereof, all rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Secured Debt Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Secured Debt Document, or any other agreement or instrument (so long as the same are made in accordance with the terms of Section 9.08 of the Credit Agreement and any comparable provision of any Other Pari Passu Lien Obligations Agreement), (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement other than payment of the Obligations (other than contingent obligations), in full.

SECTION 7.17. Intercreditor Agreements . The provisions of this Agreement shall be subject to the provisions of the Intercreditor Agreement and any applicable Pari Passu Intercreditor Agreement. In the event of any conflict between this Agreement and the Intercreditor Agreement or any applicable Pari Passu Intercreditor Agreement, the provisions of the Intercreditor Agreement or such Pari Passu Intercreditor Agreement, as applicable, shall control and govern.

SECTION 7.18. Additional Obligations . On or after the date hereof and so long as such obligations are permitted to be incurred (and secured on a pari passu basis with the Obligations) under the Credit Agreement and each Other Pari Passu Lien Obligations Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured on a pari passu basis with the then-outstanding Obligations as Other Pari Passu Lien Obligations hereunder by delivering to the Collateral Agent, the Administrative Agent and each Other Pari Passu Lien Obligations Agent (a) an Officer’s Certificate (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Other Pari Passu Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other Pari Passu Lien Obligations is permitted by the Credit Agreement and each other Other Pari Passu Lien Obligations Agreement then in effect, and (iv) specifying the name and address of the applicable Other Pari Passu Lien Obligations Agent for such obligations, (b) an Other Pari Passu Lien Obligations Agent Consent (in the form attached as Exhibit B ) executed by the Other Pari Passu Lien Obligations Agent for such obligations and the Borrower and (c) if not already then in effect, a fully executed Pari Passu Intercreditor Agreement (or, to the extent such Pari Passu Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby). Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Pari Passu Lien Obligations, and shall execute and deliver the acknowledgement at the end of the Other Pari Passu Lien Obligations Agent Consent (for the avoidance of doubt, the Collateral Agent’s signed acknowledgement of any Other Pari Passu Lien Obligations

Agent Consent shall not be a condition precedent to the effectiveness of such Other Pari Passu Lien Obligations Agent Consent), (y) the Administrative Agent and each Other Pari Passu Lien Obligations Agent agree to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent for the holders of such Other Pari Passu Lien Obligations as set forth in each Other Pari Passu Lien Obligations Agent Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement, the Intercreditor Agreement and any applicable Pari Passu Intercreditor Agreement and (z) such Other Pari Passu Lien Obligations shall automatically be deemed to be “Other Pari Passu Lien Obligations” (or analogous term) in any then existing Pari Passu Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Obligations to this Agreement.

SECTION 7.19. Person Serving as Collateral Agent . The initial Collateral Agent may resign as Collateral Agent, and a successor Collateral Agent may be appointed as Collateral Agent, on the terms set forth in the Credit Agreement. Immediately upon the occurrence of the Termination Date (as defined in the Credit Agreement), if any Other Pari Passu Lien Obligations are then outstanding, the Other Pari Passu Lien Obligations Agent for such Other Pari Passu Lien Obligations (or, if more than one series of Other Pari Passu Lien Obligations is outstanding, the Applicable First Lien Representative) shall be deemed the Collateral Agent for all purposes under this Agreement. The Collateral Agent immediately prior to any change in Collateral Agent pursuant to this Section 7.19 (the “ Prior Collateral Agent ”) shall be deemed to have assigned all of its rights, powers and duties hereunder to the successor Collateral Agent determined in accordance with this Section 7.19 (the “ Successor Collateral Agent ”) and the Successor Collateral Agent shall be deemed to have accepted, assumed and succeeded to such rights, powers and duties. The Prior Collateral Agent shall cooperate with the Grantors and such Successor Collateral Agent to ensure that all actions are taken that are necessary or reasonably requested by the Successor Collateral Agent to vest in such Successor Collateral Agent the rights granted to the Prior Collateral Agent hereunder with respect to the Collateral, including (a) the filing of amended financing statements in the appropriate filing offices, (b) to the extent that the Prior Collateral Agent holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the New York UCC or the Uniform Commercial Code of any other applicable jurisdiction) (or any similar concept under foreign law) over Collateral pursuant to this Agreement or any other Security Document, the delivery to the Successor Collateral Agent of the Collateral in its possession or control together with any necessary endorsements to the extent required by this Agreement, and (c) the execution and delivery of any further documents, financing statements or agreements and the taking of all such further action that may be required under any applicable law, or that the Successor Collateral Agent may reasonably request, all without recourse to, or representation or warranty by, the Prior Collateral Agent, and at the sole cost and expense of the Grantors. In addition, the Collateral Agent hereunder shall at all times be the same person that is the “Collateral Agent” under any Pari Passu Intercreditor Agreement. Written notice of resignation by the “Collateral Agent” pursuant to any Pari Passu Intercreditor Agreement shall also constitute notice of resignation as the Collateral Agent under this Agreement. Upon the acceptance of any appointment as the “Collateral Agent” under any Pari Passu Intercreditor Agreement by a successor “Collateral Agent”, the successor “Collateral Agent” shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent pursuant to this Agreement.

[ Remainder of page intentionally left blank .]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


CONVERGEONE HOLDINGS CORP.

By:		/s/ Jeffrey Nachbor
		Name: Jeffrey Nachbor
		Title: Treasurer and Chief Financial Officer

C1 INTERMEDIATE CORP.

By:		/s/ Jeffrey Nachbor
		Name: Jeffrey Nachbor
		Title: Treasurer and Chief Financial Officer

CONVERGEONE, INC.

By:		/s/ Jeffrey Nachbor
		Name: Jeffrey Nachbor
		Title: Treasurer and Chief Financial Officer

[Signature Page to Term Loan Guarantee and Collateral Agreement]


JPMORGAN CHASE BANK, N.A. , as Collateral Agent

By:		/s/ Nicolas Gitron-Beer
		Name: Nicolas Gitron-Beer
		Title: vice President

[Signature Page to Term Loan Guarantee and Collateral Agreement]

Schedule I to the

Guarantee and Collateral Agreement

SUBSIDIARY GUARANTORS

Name of Subsidiary

ConvergeOne, Inc.

I-1

Schedule II to the

Guarantee and Collateral Agreement

EQUITY INTERESTS

Grantor

Issuer

Type of
Organization

# of Shares
Owned

Total Shares
Outstanding

% Interest
Pledged

Certificate No.
(if uncertificated,
please
indicate so)

Par Value

C1 Intermediate Corp.

ConvergeOne
Holdings
Corp.

Corporation

1,000 shares
of common
stock

100

C-3

0.001

ConvergeOne Holdings Corp.

ConvergeOne,
Inc.

Corporation

100 shares
of common
stock

106 shares
of common
stock

100

C-4

0.01

ConvergeOne Holdings Corp.

ConvergeOne,
Inc.

Corporation

6 shares of
common
stock

106 shares
of common
stock

100

C-5

0.01

PLEDGED DEBT SECURITIES AND PROMISSORY NOTES

Amended and Restated Global Intercompany Note exists with C1 Intermediate Corp., C1 Acquisition Corp., and ConvergeOne Holdings Corp., as well as the subsidiaries of ConvergeOne Holdings Corp., as parties to the Note. ¹

¹	Note balance may fluctuate from time to time and outstanding principal owed to any Grantor party thereto may be less than $1,000,000.

II-1

Schedule III to the

Guarantee and Collateral Agreement ²

U.S. COPYRIGHTS OWNED BY GRANTOR

U.S. Copyright Registrations and Pending U.S. Copyright Applications for Registration


Grantor	Title	Filing Date/ Issued Date	Registration No.	Registration Date
ConvergeOne, Inc. (Registered under Spanlink Communications, Inc. as predecessor-in-interest by merger)	FastCall for Windows	01/05/1994	TXu 000612991	01/05/1994

Pending U.S. Copyright Applications for Registration

None.

²	Inclusion of intellectual property on this Schedule III does not represent or warrant that such intellectual property is material to any Grantor

III-1

PATENTS OWNED BY GRANTORS

None.

III-2

TRADEMARK/TRADE NAMES OWNED BY GRANTORS

U.S. Trademark Registrations and Trademark Applications


Grantor	Title	Filing Date/ Issued Date	Status	Application/ Registration No.
ConvergeOne, Inc.	CONVERGEONE (Block Letters)	03/01/2011	Registered	3925749

ConvergeOne, Inc. (as successor-in-name of North American Communications Resource, Inc.)	PERFORMANCE READINESS CENTER (Block Letters)	01/22/2008	Registered	3373445

ConvergeOne, Inc. (as successor-in-name of North American Communications Resource, Inc.)	THE PEOPLE WHO KNOW COMMUNICATIONS (Word Only)	04/19/2005	Registered	2942665

ConvergeOne, Inc. (as successor-in-name of North American Communications Resource, Inc.)	NACR OVATION (Block Letters)	08/20/2013	Registered	4389685

ConvergeOne, Inc.	C1 CONVERGEONE	04/11/2017	Registered	5182412

ConvergeOne, Inc.	C1 Logo	04/04/2017	Registered	5177258

ConvergeOne, Inc. (as successor-in-name of Spanlink Communications, Inc. by merger)	SPANLINK SOLUTIONAUDIT	07/05/2011	Registered	3990618

ConvergeOne, Inc. (as successor-in-name of Spanlink Communications, Inc. by merger)	EXTRAAGENT	07/29/1997	Registered	2084788

ConvergeOne, Inc. (as successor-in-name of Spanlink Communications, Inc. by merger)	SOCIALWATCH	11/01/2011	Registered	4050723

ConvergeOne, Inc. (as successor-in-name of Spanlink Communications, Inc. by merger)	SPANLINK and Curved Lines Design	05/20/2008	Registered	3432797

U.S. Trademark Applications

None.

III-3

Schedule IV to the

Guarantee and Collateral Agreement

UCC FILING OFFICES


Grantor		Filing Office
C1 Intermediate Corp.		Delaware Secretary of State
ConvergeOne Holdings Corp.		Delaware Secretary of State
ConvergeOne, Inc.		Minnesota Secretary of State

IV-1

Schedule V to the

Guarantee and Collateral Agreement

UCC INFORMATION


Grantor / Legal Name	Type of Entity	Mailing Address	State Organizational Number	Federal Taxpayer Identification Number	Jurisdiction of Organization
C1 Intermediate Corp.	Corporation	233 Wilshire Blvd., Suite 800 Santa Monica, CA 90401	5530736	46-5680101	DE
ConvergeOne Holdings Corp.	Corporation	3344 Highway 149 Eagan, MN 55121	4096344	20-4202326	DE
ConvergeOne, Inc.	Corporation	3344 Highway 149 Eagan, MN 55121	7Z-481	41-1763228	MN

Changes to the Above Information

None.

V-1

Schedule VI to the

Guarantee and Collateral Agreement ³

LOCATIONS OF COLLATERAL

B(i) Owned Locations of Collateral:

None.

B(ii) Leased Locations of Collateral:


Grantor	Address	County	State
C1 Intermediate Corp.	N/A	N/A	N/A

ConvergeOne Holdings Corp.	175 Rennell Drive Southport, CT 06890	Fairfield County	CT

ConvergeOne, Inc.	3344 Highway 149 Eagan, MN 55121	Dakota County	MN

	1856 Corporate Drive, #170 Norcross, GA 30093	Gwinnett County	GA

	N19 W24400 Riverwood Dr., #375 Pewaukee, WI 53188	Waukesha County	WI

	8800 Lyra Dr., Suite 250 Columbus, OH 43420	Franklin County	OH

	11065 Aurora Ave. Urbandale, IA 50322	Polk County	IA

	3350 SW 148th Ave., Suite 140 Miramar, FL 33027	Broward County	FL

	7000 W. 45th, #1D Amarillo, TX 71909	Randall County/Potter County	TX

	6021 University Blvd., Suite 260 Ellicott City, MD 21042	Howard County	MD

	2400 E. Katella Ave., Suite 670 Anaheim, CA 92806	Orange County	CA

	9016B Washington NE Albuquerque, NM 87113	Bernalillo County	NM

	1111 North Loop West Suite #515 Houston, TX 77008	Harris County	TX

	246 Industrial Way Eatontown, NJ 07724	Monmouth County	NJ

	420 W. Main Street, Suite 300 Boise, ID 83702	Ada County	ID

	10475 Crosspoint Blvd, Indianapolis, IN 46256	Marion County	IN

³	Inclusion of a location on this Schedule VI does not represent or warrant that Collateral constituting Inventory with a value exceeding $2,000,000 is located at such location.

VI-1



1255 Crescent Green, Suite 145 Cary, NC 27518	Wake County	NC

2800 North Central Avenue, Suites 1535 and 1550 Phoenix, AZ 85004	Maricopa County	AZ

7807 East Peakview Avenue, #120 Centennial, CO 80111	Arapahoe County	CO

1404 N. Main Street, Suite 101 Meridian, ID 83642	Ada County	ID

825 Chicago Avenue, Suite C1 Evanston, IL 60202	Cook County	IL

5940 Golden Hills Drive Golden Valley, MN 55416	Hennepin County	MN

723 S. 3rd Street, Suite 105 Las Vegas, NV 89101	Clark County	NV

230 Park Avenue, Suites 125, 5, & 7 New York, NY 10169	New York County	NY

5335 Meadows Road, Suite 155 Lake Oswego, OR 97035	Clackamas County	OR

110 Wild Basin Road, Suite 230 Austin, TX 78746	Travis County	TX

101 E. Park Blvd, Suite 951 Plano, TX 75074	Collin County	TX

849 West LeVoy Drive, Suites 100 and 104 Salt Lake City, UT 84123	Salt Lake County	UT

4290 E. Brickell St. Ontario, CA 91761	San Bernardino County	CA

9 Corporate Park, Suite 150 Irvine, CA 92606	Orange County	CA

6190 CornerStone Court, Suite 105 San Diego, CA 92121	San Diego County	CA

400 N. Brand Blvd., Suite 930 Glendale, CA 91203	Los Angeles County	CA

6956 Indiana Ave., Suite 5 Riverside, CA 92506	Riverside County	CA

940 Riverside Parkway, Suite 70 West Sacramento, CA 95605	Yolo County	CA

B(iii) Locations of Collateral in Possession of Persons Other Than Grantors or any Subsidiary :

None.

III-2

Schedule VII to the

Guarantee and Collateral Agreement

DEPOSIT ACCOUNTS

Grantor

Depository Institution

Account
Number

Type/Description of
Account

C1 Intermediate Corp.

ConvergeOne Holdings Corp.

ConvergeOne, Inc.

VII-1

Schedule VIII to the

Guarantee and Collateral Agreement

CHATTEL PAPER

None.

VIII-1

Exhibit A

to Guarantee and Collateral Agreement

SUPPLEMENT NO. [ 🌑 ] (this “ Supplement ”) dated as of [ 🌑 ], to the Guarantee and Collateral Agreement dated as of June 20, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Guarantee and Collateral Agreement ”) among C1 Intermediate Corp., a Delaware corporation (“ Holdings ”), ConvergeOne Holdings Corp., a Delaware corporation (the “ Borrower ”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “ Grantors ”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, together with its successors and permitted assigns, the “ Collateral Agent ”) for the Secured Parties (as defined therein).

A. Reference is made to the Term Loan Agreement dated as of June 20, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, Holdings, the lenders from time to time party thereto (the “ Lenders ”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and Collateral Agent;

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable.

C. The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Term Loans and the other Secured Parties to extend credit. Section 7.15 of the Guarantee and Collateral Agreement provides that certain additional Restricted Subsidiaries of the Borrower may become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned subsidiary (the “ New Subsidiary ”) is executing this Supplement in accordance with the requirements of the Credit Agreement and any applicable Other Pari Passu Lien Obligations Agreement to become a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement as consideration for, among other things, Term Loans previously made and other credit previously extended.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 7.15 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the “date hereof” were to the date of this Supplement). In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Collateral Agent, for the benefit of the Secured Parties, their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement). Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

A-1

SECTION 3. This Supplement 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 Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile, PDF or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Subsidiary hereby represents and warrants to the Collateral Agent and the Secured Parties that as of the date hereof (a) Schedule I attached hereto correctly sets forth (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary, (ii) any and all Intellectual Property now owned by the New Subsidiary, (iii) the locations of Collateral owned by the New Subsidiary, (iv) the Deposit Accounts maintained by the New Subsidiary and (v) Chattel Paper of the New Subsidiary and (b) set forth under its signature hereto, is the exact legal name (as such name appears on its certificate or articles of incorporation or formation) of the New Subsidiary and its jurisdiction of organization.

SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK .

SECTION 8. All communications and notices hereunder shall be given as provided in Section 7.01 of the Guarantee and Collateral Agreement.

SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement as provided in Section 9.05 of the Credit Agreement and any comparable provision of any Other Pari Passu Lien Obligations Agreement.

[ Remainder of page intentionally left blank .]

A-2

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.


[NAME OF NEW SUBSIDIARY]

By:
		Name:
		Title:
		Address:
		Legal Name:
		Jurisdiction of Formation:

JPMORGAN CHASE BANK, N.A., as Collateral Agent

By:
		Name:
		Title:

A-3

Schedule I

to Supplement

to Guarantee and Collateral Agreement

Collateral of the New Subsidiary

EQUITY INTERESTS


Issuer		Number of Certificate		Registered Owner		Number and Class of Equity Interest		Percentage of Equity Interests

PLEDGED DEBT SECURITIES


Issuer		Principal Amount		Date of Note		Maturity Date

PLEDGED DEBT SECURITIES

[Follow format of Schedules III through VIII to the

Guarantee and Collateral Agreement.]

A-4

Exhibit B

to Guarantee and Collateral Agreement

OTHER PARI PASSU LIEN OBLIGATIONS AGENT CONSENT

[Name of Other Pari Passu Lien Obligations Agent]

[Address]

[Date]

JPMorgan Chase Bank, N.A.,

as Collateral Agent

[Address]

The undersigned is the Other Pari Passu Lien Obligations Agent for persons wishing to become Secured Parties (the “ New Secured Parties ”) under the Guarantee and Collateral Agreement, dated as of June 20, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Guarantee and Collateral Agreement ”), among C1 Intermediate Corp., a Delaware corporation (“ Holdings ”), ConvergeOne Holdings Corp., a Delaware corporation (the “ Borrower ”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “ Grantors ”) and JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties (as defined therein) (in such capacity, together with its successors and permitted assigns, the “ Collateral Agent ”). Capitalized terms used but not otherwise defined in this Other Pari Passu Lien Obligations Agent Consent have the meanings set forth in the Guarantee and Collateral Agreement (or, if not set forth therein, as set forth in the Credit Agreement referred to therein).

In consideration of the foregoing, the undersigned hereby:

(i) represents that it has been duly authorized by the New Secured Parties to become a party to the Guarantee and Collateral Agreement on behalf of the New Secured Parties under that certain [DESCRIBE OPERATIVE AGREEMENT] (the “ New Agreement ” and the obligations under the New Agreement, the “ New Secured Obligations ”) and to act as the Other Pari Passu Lien Obligations Agent for the New Secured Parties;

(ii) acknowledges that it has received a copy of the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Pari Passu Intercreditor Agreement;

(iii) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Guarantee and Collateral Agreement, each other Security Document applicable to the New Secured Parties, the Intercreditor Agreement and the Pari Passu Intercreditor Agreement as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto;

(iv) accepts and acknowledges the terms of the Guarantee and Collateral Agreement and each other Security Document applicable to the New Secured Parties, the Intercreditor Agreement and the Pari Passu Intercreditor Agreement and agrees to serve as Other Pari Passu Lien Obligations Agent for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Other Pari Passu Lien Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the date of the Guarantee and Collateral Agreement, the Intercreditor Agreement and, if applicable, the Pari Passu Intercreditor Agreement and agrees that its address for receiving notices pursuant to foregoing shall be as follows:

B-1

[ADDRESS]

(v) confirms the authority of the Collateral Agent to enter into such agreements on its behalf and on behalf of the New Secured Parties and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to it and the New Secured Parties as fully as if it had been a party to each such agreement on behalf of itself and the New Secured Parties.

THIS OTHER PARI PASSU LIEN OBLIGATIONS AGENT CONSENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

B-2

IN WITNESS WHEREOF, the undersigned has caused this Other Pari Passu Lien Obligations Agent Consent to be duly executed by its authorized officer as of the date first set forth above.


[NAME OF OTHER PARI PASSU LIEN OBLIGATIONS AGENT]



By:
Name:
Title:

A-1


Acknowledged and Agreed:

CONVERGEONE HOLDINGS CORP., for itself and on behalf of the other Grantors



By:
Name:
Title:

A-2


Acknowledged (such acknowledgement not being a condition precedent to the effectiveness of this Other Pari Passu Lien Obligations Agent Consent):

JPMORGAN CHASE BANK, N.A., as Collateral Agent



By:
Name:
Title:

A-3

Exhibit 21.1

LIST OF SUBSIDIARIES OF FORUM MERGER CORP.


Subsidiary	Jurisdiction
FMC Merger Subsidiary Corp.		Delaware
FMC Merger Subsidiary LLC		Delaware

LIST OF SUBSIDIARIES OF C1 INVESTMENT CORP.


Subsidiary		Jurisdiction
C1 Intermediate Corp.		Delaware
ConvergeOne Holdings Corp.		Delaware
ConvergeOne, Inc.		Minnesota
Annese & Associates, Inc.		New York
RGTS, Inc.		Delaware
RGT Utilities, Inc.		Delaware
SPS Holdco, LLC		Delaware
Strategic Products and Services, LLC		Delaware
Providea Conferencing, LLC		Delaware
SPS – Providea Limited		England and Wales

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the inclusion in this Registration Statement of Forum Merger Corporation (the “Company”) on Form S-4 of our report dated April 7, 2017, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Forum Merger Corporation as of December 31, 2016 and for the period from November 17, 2016 (inception) through December 31, 2016, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

/s/ Marcum LLP

Marcum LLP

New York, NY

December 1, 2017

Exhibit 23.2

Consent of Independent Auditor

We consent to the use in this Registration Statement (No. 333- ) on Form S-4 of Forum Merger Corporation of our report dated March 27, 2017, relating to the consolidated financial statements of C1 Investment Corp., appearing in the Prospectus, which is a part of the Registration Statement.

We also consent to the reference of our firm under the heading “Independent Auditors” in such Prospectus.

/s/ RSM US LLP

Minneapolis, Minnesota

November 30, 2017

Exhibit 99.1

PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED DECEMBER 1, 2017

PROXY CARD

FORUM MERGER CORPORATION

c/o Forum Investors I, LLC

135 East 57th Street

8th Floor

New York, New York 10022

SPECIAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

FORUM MERGER CORPORATION

The undersigned appoints and as proxies, and each of them with full power to act without the other, each with the power to appoint a substitute, and hereby authorizes either of them to represent and to vote, as designated on the reverse side, all common stock of Forum Merger Corporation (“Forum”) held of record by the undersigned on , 2018 at the Special Meeting of Stockholders to be held on , 2018, or any postponement or adjournment thereof. Such shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the Proxies’ discretion on such other matters as may properly come before the meeting or any adjournment or postponement thereof.

The undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said meeting.

THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5, 6, 7 AND 8. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.

PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.

THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED.

(Continued and to be marked, dated and signed on reverse side)

[White Card]

PROXY

THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED ‘‘FOR’’ PROPOSALS 1 THROUGH 8 BELOW.

(1)

Pre-Merger Business Combination Proposal — to approve and adopt, an amendment of Forum’s amended and restated certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 40,000,000 to 100,000,000 shares for the purpose of carrying out the Business Combination (as defined below).


☐ FOR		☐ AGAINST		☐ ABSTAIN

(2)

Business Combination Proposal —to adopt and approve, subject to and conditional on approval of the Pre-Merger Charter Amendment Proposal, the merger agreement (the “Merger Agreement”), dated November 30, 2017, by and among Forum, FMC Merger Subsidiary Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of Forum (the “Merger Sub I”), FMC Merger Subsidiary

LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of Forum (the “Merger Sub II”), on the one hand, and C1 Investment Cop., a Delaware corporation (“C1”), on the other hand, and approve the transactions contemplated thereby, including the merger of Merger Sub I with and into C1, as a result of which C1 will become a wholly-owned subsidiary of Forum, and a merger of the surviving corporation of the first merger with and into Merger Sub II (the “Business Combination”).

☐ FOR

☐ AGAINST

☐ ABSTAIN

☐ Intention to Exercise Redemption Rights .

If you intend to exercise your redemption rights, please check this box. Checking this box, however, is not sufficient to exercise your redemption rights. You must comply with the procedures set forth in the definitive proxy statement under the heading “ Special Meeting of Forum Stockholders—Redemption Rights .”

(3)

The Escrow Amendment Proposal —to approve the Sponsor Earnout Letter and Amendment to Escrow Agreement, dated November 30, 2017, which amends the Escrow Agreement dated April 6, 2017, by and among Forum Investors I, LLC, Forum’s sponsor (the “ Sponsor ”), Forum and Continental Stock Transfer & Trust Company, to release 4,312,500 shares of Class F common stock of Forum (“ Founders Shares ”) purchased by the Sponsor the prior to Forum’s IPO from escrow to enable: (i) the cancellation of 1,058,125 Founders Shares immediately upon consummation of the Business Combination, (ii) subjecting 2,116,250 Founders Shares to forfeiture in the event the earnout provisions of the Merger Agreement are not met by C1 and a 180-day lock-up period and (iii) release 1,138,125 Founders Shares from escrow immediately upon consummation of the Business Combination;


☐ FOR		☐ AGAINST		☐ ABSTAIN

(4)

Nasdaq Proposal —to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market Listing Rule 5635(d), the issuance of 16,570,312 shares of Class A common stock, par value $0.0001 per share, of Forum pursuant to the subscription agreements, dated November 30, 2017 by and among Forum and the investors named therein, in connection with the Closing of the Business Combination.


☐ FOR		☐ AGAINST		☐ ABSTAIN

(5)

Post-Merger Charter Amendment Proposal —to approve and adopt, subject to and conditional on (but with immediate effect therefrom) the approval of the Business Combination Proposal, the Nasdaq Proposal and the Incentive Plan Proposal and the consummation of the Business Combination, the following amendments and restatements of Forum’s amended and restated certificate of incorporation:

(a)


☐ FOR		☐ AGAINST		☐ ABSTAIN

(b)

to provide that any amendment to provisions of proposed Charter will require approval of the holders of a majority of all of the Combined Entity’s then-outstanding capital stock entitled to

vote generally in the election of directors so long as Clearlake holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, and otherwise any such amendment will require the approval of the holders of at least 66 ² ⁄ ₃ % of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors;


☐ FOR		☐ AGAINST		☐ ABSTAIN

(c)

to provide that the Combined Entity opts out of Section 203 of the Delaware General Corporation Law;


☐ FOR		☐ AGAINST		☐ ABSTAIN

(d)


☐ FOR		☐ AGAINST		☐ ABSTAIN

(e)


☐ FOR		☐ AGAINST		☐ ABSTAIN

(f)

to provide that, subject to the limitations imposed by applicable law, directors may be removed with or without cause, by the holders of at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors for so long as Clearlake, which, together with its affiliates and related persons, holds at least a majority of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors, or with cause by the holders of at least 66 ² ⁄ ₃ % of all of the Combined Entity’s then-outstanding shares of the capital stock entitled to vote generally at an election of directors;


☐ FOR		☐ AGAINST		☐ ABSTAIN

(g)


☐ FOR		☐ AGAINST		☐ ABSTAIN

(h)

to amend the name of the new public entity to “ConvergeOne, Inc.” from “Forum Merger Corporation”;


☐ FOR		☐ AGAINST		☐ ABSTAIN

(i)

to reclassify all shares of Class A Common Stock as “Common Stock”;

(j)

to increase the authorized shares of Common Stock to 1,000,000,000;


☐ FOR		☐ AGAINST		☐ ABSTAIN

(k)

to increase the authorized shares of preferred stock that the Combined Entity’s board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt to 10,000,000;


☐ FOR		☐ AGAINST		☐ ABSTAIN

(l)

to make the Combined Entity’s corporate existence perpetual as opposed to Forum’s corporate existence terminating 24 months following the closing if its initial public offering, and to remove from the proposed Charter the various provisions applicable only to specified purpose acquisition corporations contained in Forum’s current amended and restated certificate of incorporation.


☐ FOR		☐ AGAINST		☐ ABSTAIN

(6)

The Incentive Plan Proposal —to approve the 2018 Equity Incentive Plan, a copy of which is appended to this proxy statement/prospectus as Annex C , in connection with the Business Combination;


☐ FOR		☐ AGAINST		☐ ABSTAIN

(7)

The ESPP Proposal —to approve the 2018 Employee Stock Purchase Plan, a copy of which is appended to this proxy statement/prospectus as Annex D , in connection with the Business Combination; and


☐ FOR		☐ AGAINST		☐ ABSTAIN

(8)

The Adjournment Proposal —to consider and vote upon a proposal to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve Proposals 1, 2, 3, 4, 5, 6 and 7.


☐ FOR		☐ AGAINST		☐ ABSTAIN

Signature

Date

Sign exactly as name appears on this proxy card. If shares are held jointly, each holder should sign. Executors, administrators, trustees, guardians, attorneys and agents should give their full titles. If stockholder is a corporation, sign in corporate name by an authorized officer, giving full title as such. If stockholder is a partnership, sign in partnership name by an authorized person, giving full title as such.