EXHIBIT 16(b)(i)

CONFIDENTIAL

Execution Version

October 17, 2024

Zodiac Purchaser, L.L.C.

c/o Silver Lake Alpine II, L.P.

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), Zodiac Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Zuora, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, Merger Sub shall merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Reference is also made to the Other Equity Commitment Letter of even date herewith delivered to Parent by Hux Investment Pte. Ltd. (the “Other Equity Commitment Letter”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein. Silver Lake Alpine II, L.P. is referred to herein as the “Equity Investor” and Hux Investment Pte. Ltd. is referred to herein as the “Other Equity Investor”. This letter agreement is being delivered by the Equity Investor to Parent in connection with the execution of the Merger Agreement.

1. Commitment. Subject to the conditions set forth herein, including without limitation the Other Equity Investor Ownership Percentage Cap (as defined below), the Equity Investor hereby agrees to purchase at or immediately prior to the Closing equity securities of Parent (collectively, the “Subject Securities”), for an aggregate purchase price, in the form of cash in immediately available U.S. funds to Parent (or a parent entity that directly or indirectly wholly owns Parent), equal to $57,000,000 (such commitment, the “Equity Financing Commitment”), solely for the purpose of permitting Parent to fund, and to the extent necessary to fund (together with the proceeds of the Debt Financing, proceeds of the equity commitment under the Other Equity Commitment Letter, and cash on hand at the Company and its Subsidiaries available for funding in accordance with the Merger Agreement), the Required Amount, and not for any other purpose, it being understood that the Equity Investor (together with its permitted assigns, as applicable) shall not under any circumstances be obligated under this letter agreement to purchase any equity of, or make any other payment or contribution to, or investment in, Parent other than the purchase of the Subject Securities pursuant to the terms hereof for a purchase price equal to the Equity Financing Commitment. The obligation of the Equity Investor (together with its permitted assigns, as applicable) to fund the Equity Financing Commitment (a) is subject solely to (i) the terms of this letter agreement, (ii) the satisfaction or waiver by Parent of all of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Sections 7.01

(Conditions to the Obligations of Each Party) and 7.02 (Conditions to the Obligations of Parent and Merger Sub) of the Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to such conditions being able to be satisfied), (iii) the prior or substantially concurrent receipt by Parent, Merger Sub or the Company of the proceeds of (A) the Debt Financing and (B) the equity commitment under the Other Equity Commitment Letter (provided, that the failure of the condition in this subclause (B) to be satisfied shall not limit the ability of Parent or, subject to Section 6(b), the Company to seek to enforce the obligations of the Equity Investor hereunder if Parent and/or the Company, as applicable, is also concurrently seeking enforcement of the obligations of the Other Equity Investor pursuant to the Other Equity Commitment Letter), and (iv) the substantially concurrent consummation of the Closing on the terms and subject to the conditions of the Merger Agreement (assuming the funding of the Equity Financing Commitment) and (b) subject to the foregoing clause (a), will occur simultaneously with the issuance to the Equity Investor of the Subject Securities. Subject to the terms of the Merger Agreement and Other Equity Investor Ownership Percentage Cap, the amount to be funded under this letter agreement may be reduced dollar for dollar (any such reduction to be allocated between the Equity Investor hereunder and the Other Equity Investor under the Other Equity Commitment Letter as designated in writing by Parent, subject to the Other Equity Investor Ownership Percentage Cap) in the event that Parent does not require all of the Equity Financing Commitment in order to consummate the transactions contemplated by the Merger Agreement (including payment of the Required Amount), but only to the extent Parent (x) consummates the transactions contemplated by the Merger Agreement at the Closing with the Equity Investor directly or indirectly contributing less than the full amount of the Equity Financing Commitment and (y) makes all payments required to pay the Required Amount to be made by Parent or Merger Sub under the Merger Agreement in connection with the consummation of the transactions contemplated thereby. The amount to be funded under this letter agreement may also be reduced (I) dollar for dollar (any such reduction to be allocated between the Equity Investor hereunder and the Other Equity Investor under the Other Equity Commitment Letter as designated in writing by Parent, subject to the Other Equity Investor Ownership Percentage Cap) by an amount equal to the Merger Consideration that would be payable in respect of shares of Company Common Stock that are beneficially owned by Parent or its Affiliates (including as a result of the contribution of any Rollover Shares (other than the CEO Rollover Shares) pursuant to the Rollover Agreements (other than the CEO Support and Rollover Agreement)), and (II) for the amount of Convertible Notes contributed by the Equity Investor to Parent at or prior to Closing in excess of an amount equal to the difference between the total amount of the Convertible Notes (as calculated based on the “Fundamental Change Repurchase Price” (as such term is defined in the Convertible Notes Indenture)) and the Convertible Notes Closing Cash Payment Cap, but in each case of (I) and (II) only to the extent Parent (x) consummates the transactions contemplated by the Merger Agreement at the Closing with the Equity Investor directly or indirectly contributing less than the full amount of the Equity Financing Commitment and (y) makes or causes to be made (including from the proceeds of the Debt Financing and cash on hand at the Company and its Subsidiaries available for funding in accordance with the Merger Agreement) all payments required to pay the Required Amount to be made by Parent or Merger Sub under the Merger Agreement in connection with the consummation of the transactions contemplated thereby. Notwithstanding the foregoing, the Investor agrees that no such reduction shall be made if reasonably likely to impair, delay or prevent the consummation of the Closing. The Equity Financing Commitment shall be reduced dollar for dollar, subject to the Other Equity Investor Ownership Cap, by an amount equal to 53% of any

2

Upsize (as defined in the CEO Support and Rollover Agreement), effective immediately and automatically upon the acceptance of the Investors of such Upsize pursuant to the CEO Support and Rollover Agreement. Notwithstanding anything to the contrary in this letter agreement, to the extent that the amount to be funded under this letter agreement and/or the Other Equity Commitment Letter is reduced in accordance with the terms hereof or thereof, the amount of the “Equity Financing Commitment” (as such term is defined under the Other Equity Commitment Letter) (the “Other Equity Financing Commitment Amount”) shall be reduced to an amount such that the Other Equity Financing Commitment Amount shall not be greater than the dollar amount that, if funded by the Other Investor (or its Affiliate) simultaneous with the funding of the Equity Financing Commitment hereunder would result in the Other Equity Investor and its Affiliates collectively owning, directly or indirectly (as determined for US federal income tax purposes), a number of equity interests of Parent or the Company (or their respective direct or indirect parent entities) (including on a “look-through” basis taking into account any other Person directly or indirectly investing into Parent or the Company (or their respective direct or indirect parent entities)) representing more than 48.7% (by vote or value) of the issued and outstanding equity interests of any such entity (the “Other Equity Investor Ownership Percentage Cap”).

2. Termination. Unless terminated pursuant to this Section 2, this letter agreement may not be revoked and shall remain in full force and effect and shall be binding on the Equity Investor and its successors and permitted assigns. The Equity Investor’s obligation to fund the Equity Financing Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the commencement, directly or indirectly, by the Company or any of its Affiliates of any Proceeding against the Equity Investor, the Other Equity Investor, Parent or Merger Sub or any other Parent Related Party (as defined below) relating to this letter agreement, the limited guarantee of even date herewith of the Equity Investor (the “Guarantee”), the limited guarantee of even date herewith of the Other Equity Investor (the “Other Guarantee” and, together with the Guarantee, the “Guarantees”), the Merger Agreement or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) other than any Proceeding by (i) the Company against Parent or Merger Sub seeking (A) specific performance against Parent and/or Merger Sub pursuant to, and subject to the limitations in, Section 9.09 (Specific Performance) of the Merger Agreement and in accordance with this letter agreement, and/or (B) payment of either the Parent Termination Fee or the Regulatory Termination Fee, Reimbursement Obligations and Enforcement Costs, in each case in accordance with, and solely to the extent permitted under, the Merger Agreement (including Sections 6.17(f) (Financing), 9.04(d) (Parent Termination Fee), 9.04(e) (Regulatory Termination Fee) and 9.04(h) (Fees and Expenses) thereof), (ii) the Company against the Equity Investor or the Other Equity Investor seeking (A) payment of their respective obligations under the Guarantees in accordance with, and solely to the extent permitted under, the respective Guarantees and/or (B) specific performance of the Equity Investor’s obligation to fund its Equity Financing Commitment or of the Other Equity Investor’s obligation to fund its commitment under the Other Equity Commitment, in each case in accordance with, and solely to the extent permitted under, the terms hereof and the terms of the Merger Agreement, and (iii) the Company under the Confidentiality Agreement (the Proceedings set forth in the foregoing clauses (i) through (iii), the “Non-Prohibited Claims”), (c) any final non-appealable judgment of a court of competent jurisdiction against any of Parent, Merger Sub or Guarantor with respect to any Non-Prohibited Claim that includes an award of either the Parent Termination Fee or the Regulatory Termination Fee, the Reimbursement

3

Obligations and/or the Enforcement Costs, (d) the Closing and the payment of the Equity Financing Commitment (at which time the obligations hereunder shall be discharged) and (e) the valid termination of the Other Equity Commitment Letter other than (i) following the Other Equity Investor’s funding its Equity Financing Commitment or (ii) in connection with any Equity Assignment. Upon termination of this letter agreement, the Equity Investor shall not have any further obligations or liabilities hereunder. Sections 2 (Termination), 4 (Assignment; Amendments and Waivers; Entire Agreement), 5 (Parties in Interest), 6 (Limited Recourse; Enforcement), 7 (Confidentiality) and 8 (Governing Law; Jurisdiction; Waiver of Jury Trial) of this letter agreement shall survive and remain in full force and effect, notwithstanding any termination of this letter agreement. For the avoidance of doubt, upon the valid termination of this letter agreement, all obligations of the Equity Investor to fund the Equity Financing Commitment shall terminate and no surviving provision shall be deemed to require the Equity Investor to fund any portion of the Equity Financing Commitment.

3. Representations and Warranties. The Equity Investor hereby represents and warrants (and makes no other representations or warranties, express or implied) that:

(a) It is duly organized or incorporated, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation.

(b) The execution, delivery of and performance under this letter agreement by it is within its organizational or corporate powers and has been duly authorized by all necessary organizational, general partner, manager or corporate action, as applicable.

(c) This letter agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by Parent, constitutes its valid and binding agreement, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable law relating to or affecting creditors’ rights generally by general principles of equity.

(d) The execution and delivery of and performance under, this letter agreement by it do not and will not (i) violate its organizational documents, (ii) violate any provision of Applicable Law or any Order (subject to the making, obtaining and receipt of the consents, approvals, authorizations, permits of, filings with and notifications to any governmental authority described in Section 7.01(c) of the Merger Agreement) or (iii) conflict with any material agreement binding upon it, except in the case of (ii) and (iii) as would not reasonably be expected to, individually or in the aggregate, materially affect its ability to enter into this letter agreement or perform its obligations hereunder.

(e) Subject to the making, obtaining and receipt of the consents, approvals, authorizations, permits of, filings with and notifications to any governmental authority described in Section 7.01(c) of the Merger Agreement, all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter by the Equity Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority is required in connection with the execution, delivery or performance of this letter except as would not reasonably be expected to, individually or in the aggregate, materially affect the Equity Investor’s ability to enter into this letter or perform its obligations hereunder.

4

(f) From the date hereof until the termination of this letter agreement in accordance with Section 2 hereof, the Equity Investor has, and until such time will maintain, uncalled capital commitments or unrestricted funds on hand in an amount not less than the Equity Financing Commitment.

(g) The Equity Financing Commitment is no more than the maximum amount the Equity Investor is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or governing documents or otherwise, or no such restriction exists.

4. Assignment; Amendments and Waivers; Entire Agreement.

(a) The rights and obligations under this letter agreement may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other parties and the Company, and any attempted assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, (i) Parent may assign, delegate or otherwise transfer all or a portion of their rights or obligations under this letter agreement to any assignee of Parent’s obligations under the Merger Agreement pursuant to an assignment in accordance with Section 9.05 (Assignment; Benefit) of the Merger Agreement, and (ii) the Equity Investor may assign, delegate or otherwise transfer all or a portion of its obligation to fund the Equity Financing Commitment to one or more of its Affiliated investment vehicles or co-investors or any Person that is, directly or indirectly, wholly owned or otherwise controlled by or Affiliated with such Equity Investor or co-investors, one or more of such Affiliated investment vehicles and/or one or more Subsidiaries that are wholly owned or otherwise controlled by or affiliated with such Equity Investor and/or Affiliated investment funds and/or co-investors; provided that, in each case, no such assignment, delegation or transfer shall relieve the Equity Investor of its obligations hereunder.

(b) This letter agreement may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto and with the prior written consent of the Company, and this letter agreement may not be terminated other than in accordance with Section 2 hereof. The failure of any party to assert any of its rights under this letter agreement or otherwise shall not constitute a waiver of those rights.

(c) This letter agreement, the Other Commitment Letter, the Guarantees and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto or any of their Affiliates with respect to the subject matter hereof and thereof.

5

5. Parties in Interest. This letter agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this letter agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement; provided, however that (a) the Parent Related Parties are express, intended third party beneficiaries of Section 6(a) hereto and (b) the Company hereby is made an express, intended third party beneficiary of this letter agreement solely to the extent, and subject to the limitations, set forth in Section 6(b).

6. Limited Recourse; Enforcement.

(a) Notwithstanding anything that may be expressed or implied in this letter agreement, the Other Equity Commitment Letter, the Guarantees, the Merger Agreement or any document or instrument delivered in connection herewith or therewith, Parent, by its acceptance of the benefits of the Equity Financing Commitment provided herein, covenants, agrees and acknowledges that no Person other than the Equity Investor (and its successors and assigns) shall have any obligations hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that the Equity Investor or any of its permitted assigns may be a partnership, limited liability company or other type of entity, no Person has any rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith shall be had against, any of Parent’s, Merger Sub’s, the Equity Investor’s or any of their or their respective Affiliates’ respective former, current or future directors, officers, employees, direct or indirect holders of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents, representatives or representatives of any of the foregoing (but not including Parent, Merger Sub or the Equity Investor, a “Parent Related Party” and together, the “Parent Related Parties”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of the Equity Investor against any Parent Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, or otherwise, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligations of the Equity Investor or any of its successors or assigns under this letter agreement, under the Merger Agreement, the Guarantee or under any documents or instrument delivered in connection herewith or therewith, in respect of any transaction contemplated hereby or thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation; provided, however, that notwithstanding anything to the contrary provided herein or any document or instrument delivered in connection herewith, nothing herein shall limit the rights of the Company in respect of any Non-Prohibited Claims.

(b) This letter agreement may only be enforced by Parent, and none of Parent’s creditors nor any other Person that is not a party to this letter agreement shall have any right to enforce this letter agreement or to cause Parent to enforce this letter agreement; provided, however, that the Company is hereby made an express third party beneficiary of the rights granted to Parent under this letter agreement only for the purpose of specifically enforcing (subject to the limitations set forth in the Merger Agreement) the Equity Investor’s obligation to fund, as and when due, the Equity Financing Commitment hereunder if and only if pursuant to Section 9.09(a) (Specific Performance) of the Merger Agreement the Company is entitled to file an action in a court of competent jurisdiction seeking specific performance to cause Parent and Merger Sub to consummate the Closing and cause the funding of the Equity Financing Commitment pursuant to the terms hereof and for no other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement).

6

(c) Concurrently with the execution and delivery of this letter agreement, the Equity Investor is executing and delivering to the Company the Guarantee and, concurrently with the execution and delivery of the Other Equity Commitment Letter, the Other Equity Investor is executing and delivering to the Company the Other Guarantee, in each case, relating to certain of Parent’s obligations under the Merger Agreement. Except as expressly set forth in Section 6(b) hereof, the Company’s remedies against the Equity Investor and the Other Equity Investor with respect to any Non-Prohibited Claims shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company and its Affiliates, and each of their respective former, current and future directors, officers, employees, holder of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents and representatives against the Equity Investor, the Other Equity Investor or any Parent Related Party for any liability, loss, damage or recovery of any kind in connection with, relating to, arising out of or resulting from any breach of this letter agreement or the Merger Agreement, the failure of the Merger to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any representations made or alleged to have been made in connection therewith, whether in equity or at law, in contract, in tort or otherwise (whether or not Parent’s or Merger Sub’s breach is caused by the breach by the Equity Investor of its obligations under this letter agreement) or the Other Equity Investor of its obligations under the Other Equity Commitment Letter, and neither the Equity Investor, the Other Equity Investor nor any Parent Related Party shall have any further liability or obligation (except in respect of the Non-Prohibited Claims) relating to or arising out of such matters.

7. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent solely in connection with the Merger Agreement. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Equity Investor; provided that no such written consent shall be required for disclosures by Parent to the Company or the Other Equity Investor, so long as the Company or the Other Equity Investor, as applicable, agrees to keep such information confidential on terms substantially identical to the terms contained in this Section 7 or who are otherwise subject to confidentiality obligations; provided, further, that any party hereto may disclose the existence of this letter agreement to the extent required by any Applicable Law, the applicable rules of any national securities exchange, in connection with any securities regulatory agency filings relating to the transactions contemplated by the Merger Agreement, or in connection with the enforcement of any such party’s rights hereunder.

8. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules that would cause the application of law of any jurisdiction other than those of the State of Delaware.

7

(b) The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this letter agreement or the transactions contemplated by this letter agreement shall be brought and determined exclusively in the Court of Chancery of the State or Delaware or, if that court does not have subject matter jurisdiction, the state or federal courts in the State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts in respect of any Proceeding arising out of or relating to this letter agreement or the transactions contemplated by this letter agreement, or relating to enforcement of any of the terms of this letter agreement, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this letter agreement or the transactions contemplated by this letter agreement may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding arising out of or relating to this letter agreement or the transactions contemplated by this letter agreement shall be properly served or delivered if delivered in the manner contemplated by Section 9.01 (Notices) of the Merger Agreement or in any other manner permitted by law.

(c) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE 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 HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(c).

9. Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter agreement.

10. Counterparts. This letter agreement may be executed and delivered (including by means of telecopied signature pages or other means of electronic transmission, such as by electronic mail in “pdf” form or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com) in 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 letter agreement. The letter agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by each other party hereto, this letter agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The parties irrevocably and unreservedly agree that this letter agreement may be executed by way of electronic signatures and the parties agree that this letter, or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

[Remainder of this page intentionally left blank.]

8

Accepted and acknowledged:

ZODIAC PURCHASER, L.L.C.

By: Zodiac Guarantor, L.L.C., its managing member

By: Zodiac Holdco, L.L.C., its managing member

By: Silver Lake Alpine Associates II, L.P., its managing member

By: SLAA II (GP), L.L.C., its general partner

By: Silver Lake Group, L.L.C., its managing member

EXHIBIT 16(b)(ii)

CONFIDENTIAL

Execution Version

October 17, 2024

Zodiac Purchaser, L.L.C.

c/o Silver Lake Alpine II, L.P.

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), Zodiac Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Zuora, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, Merger Sub shall merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Reference is also made to the Other Equity Commitment Letter of even date herewith delivered to Parent by Silver Lake Alpine II, L.P. (the “Other Equity Commitment Letter”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein. Hux Investment Pte. Ltd. is referred to herein as the “Equity Investor” and Silver Lake Alpine II, L.P. is referred to herein as the “Other Equity Investor”. This letter agreement is being delivered by the Equity Investor to Parent in connection with the execution of the Merger Agreement.

1. Commitment. Subject to the conditions set forth herein, including without limitation the Ownership Percentage Cap (as defined below), the Equity Investor hereby agrees to purchase at or immediately prior to the Closing equity securities of Parent (collectively, the “Subject Securities”), for an aggregate purchase price, in the form of cash in immediately available U.S. funds to Parent (or a parent entity that directly or indirectly wholly owns Parent), equal to $410,000,000 (as such amount may be reduced pursuant to Section 4(a) of this letter agreement in connection with an Equity Assignment on the terms and subject to the conditions of Section 6.17(a) of the Merger Agreement (including Section 6.17(a) of the Parent Disclosure Schedule), such commitment, the “Equity Financing Commitment”), solely for the purpose of permitting Parent to fund, and to the extent necessary to fund (together with the proceeds of the Debt Financing, proceeds of the equity commitment under the Other Equity Commitment Letter, and cash on hand at the Company and its Subsidiaries available for funding in accordance with the Merger Agreement), the Required Amount, and not for any other purpose, it being understood that the Equity Investor (together with its permitted assigns, as applicable) shall not under any circumstances be obligated under this letter agreement to purchase any equity of, or make any other payment or contribution to, or investment in, Parent other than the purchase of the Subject Securities pursuant to the terms hereof for a purchase price equal to the Equity Financing Commitment. The obligation of the Equity Investor (together with its permitted assigns, as

applicable) to fund the Equity Financing Commitment (a) is subject solely to (i) the terms of this letter agreement, (ii) the satisfaction or waiver by Parent of all of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Sections 7.01 (Conditions to the Obligations of Each Party) and 7.02 (Conditions to the Obligations of Parent and Merger Sub) of the Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to such conditions being able to be satisfied), (iii) the prior or substantially concurrent receipt by Parent, Merger Sub or the Company of the proceeds of (A) the Debt Financing and (B) the equity commitment under the Other Equity Commitment Letter (provided, that the failure of the condition in this subclause (B) to be satisfied shall not limit the ability of Parent or, subject to Section 6(b), the Company to seek to enforce the obligations of the Equity Investor hereunder if Parent and/or the Company, as applicable, is also concurrently seeking enforcement of the obligations of the Other Equity Investor pursuant to the Other Equity Commitment Letter), and (iv) the substantially concurrent consummation of the Closing on the terms and subject to the conditions of the Merger Agreement (assuming the funding of the Equity Financing Commitment) and (b) subject to the foregoing clause (a), will occur simultaneously with the issuance to the Equity Investor of the Subject Securities. Subject to the terms of the Merger Agreement and Ownership Percentage Cap, the amount to be funded under this letter agreement may be reduced dollar for dollar (any such reduction to be allocated between the Equity Investor hereunder and the Other Equity Investor under the Other Equity Commitment Letter as designated in writing by Parent, subject to the Ownership Percentage Cap) in the event that Parent does not require all of the Equity Financing Commitment in order to consummate the transactions contemplated by the Merger Agreement (including payment of the Required Amount), but only to the extent Parent (x) consummates the transactions contemplated by the Merger Agreement at the Closing with the Equity Investor directly or indirectly contributing less than the full amount of the Equity Financing Commitment and (y) makes all payments required to pay the Required Amount to be made by Parent or Merger Sub under the Merger Agreement in connection with the consummation of the transactions contemplated thereby. The amount to be funded under this letter agreement may also be reduced (I) dollar for dollar (any such reduction to be allocated between the Equity Investor hereunder and the Other Equity Investor under the Other Equity Commitment Letter as designated in writing by Parent, subject to the Ownership Percentage Cap) by an amount equal to the Merger Consideration that would be payable in respect of shares of Company Common Stock that are beneficially owned by Parent or its Affiliates (including as a result of the contribution of any Rollover Shares (other than the CEO Rollover Shares) pursuant to the Rollover Agreements (other than the CEO Support and Rollover Agreement)), and (II) for the amount of Convertible Notes contributed by the Equity Investor to Parent at or prior to Closing in excess of an amount equal to the difference between the total amount of the Convertible Notes (as calculated based on the “Fundamental Change Repurchase Price” (as such term is defined in the Convertible Notes Indenture)) and the Convertible Notes Closing Cash Payment Cap, but in each case of (I) and (II) only to the extent Parent (x) consummates the transactions contemplated by the Merger Agreement at the Closing with the Equity Investor directly or indirectly contributing less than the full amount of the Equity Financing Commitment and (y) makes or causes to be made (including from the proceeds of the Debt Financing and cash on hand at the Company and its Subsidiaries available for funding in accordance with the Merger Agreement) all payments required to pay the Required Amount to be made by Parent or Merger Sub under the Merger Agreement in connection with the consummation of the transactions contemplated thereby. Notwithstanding the foregoing, the Investor agrees that no such reduction shall be made if reasonably likely to impair, delay or

2

prevent the consummation of the Closing. The Equity Financing Commitment shall be reduced dollar-for-dollar (subject to the Ownership Percentage Cap), by an amount equal to 47% of any Upsize (as defined in the CEO Support and Rollover Agreement), effective immediately and automatically upon the acceptance by Parent of such Upsize pursuant to the CEO Support and Rollover Agreement. Notwithstanding anything to the contrary in this letter agreement, to the extent that the amount to be funded under this letter agreement and/or the Other Equity Commitment Letter is reduced in accordance with the terms hereof or thereof, the amount of the Equity Financing Commitment shall be reduced to an amount such that the Equity Financing Commitment shall not be greater than the dollar amount that, if funded by the Investor (or its Affiliate) simultaneous with the funding of the “Equity Financing Commitment” (as such term is defined under the Other Equity Commitment Letter) would result in the Equity Investor and its Affiliates collectively owning, directly or indirectly (as determined for US federal income tax purposes), a number of equity interests of Parent or the Company (or their respective direct or indirect parent entities) (including on a “look-through” basis taking into account any other Person directly or indirectly investing into Parent or the Company (or their respective direct or indirect parent entities)) representing more than 48.7% (by vote or value) of the issued and outstanding equity interests of any such entity (the “Ownership Percentage Cap”). For clarity, if the amounts to be funded or contributed under this letter agreement and the Other Equity Commitment Letter are funded and contributed in accordance with the terms hereof and thereof, the Equity Investor’s and its Affiliates’ collective ownership (in the manner calculated above) in the entities above will be less than the Ownership Percentage Cap.

2. Termination. Unless terminated pursuant to this Section 2, this letter agreement may not be revoked and shall remain in full force and effect and shall be binding on the Equity Investor and its successors and permitted assigns. The Equity Investor’s obligation to fund the Equity Financing Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the commencement, directly or indirectly, by the Company or any of its Affiliates of any Proceeding against the Equity Investor, the Other Equity Investor, Parent or Merger Sub or any other Parent Related Party (as defined below) relating to this letter agreement, the limited guarantee of even date herewith of the Equity Investor (the “Guarantee”), the limited guarantee of even date herewith of the Other Equity Investor (the “Other Guarantee” and, together with the Guarantee, the “Guarantees”), the Merger Agreement or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) other than any Proceeding by (i) the Company against Parent or Merger Sub seeking (A) specific performance against Parent and/or Merger Sub pursuant to, and subject to the limitations in, Section 9.09 (Specific Performance) of the Merger Agreement and in accordance with this letter agreement, and/or (B) payment of either the Parent Termination Fee or the Regulatory Termination Fee, Reimbursement Obligations and Enforcement Costs, in each case in accordance with, and solely to the extent permitted under, the Merger Agreement (including Sections 6.17(f) (Financing), 9.04(d) (Parent Termination Fee), 9.04(e) (Regulatory Termination Fee) and 9.04(h) (Fees and Expenses) thereof), (ii) the Company against the Equity Investor or the Other Equity Investor seeking (A) payment of their respective obligations under the Guarantees in accordance with, and solely to the extent permitted under, the respective Guarantees and/or (B) specific performance of the Equity Investor’s obligation to fund its Equity Financing Commitment or of the Other Equity Investor’s obligation to fund its commitment under the Other Equity Commitment, in each case in accordance with, and solely to the extent permitted under, the terms

3

hereof and the terms of the Merger Agreement, and (iii) the Company under the Confidentiality Agreement (the Proceedings set forth in the foregoing clauses (i) through (iii), the “Non-Prohibited Claims”), (c) any final non-appealable judgment of a court of competent jurisdiction against any of Parent, Merger Sub or Guarantor with respect to any Non-Prohibited Claim that includes an award of either the Parent Termination Fee or the Regulatory Termination Fee, the Reimbursement Obligations and/or the Enforcement Costs, (d) the Closing and the payment of the Equity Financing Commitment (at which time the obligations hereunder shall be discharged) and (e) the valid termination of the Other Equity Commitment Letter other than following the Other Equity Investor’s funding its Equity Financing Commitment. Upon termination of this letter agreement, the Equity Investor shall not have any further obligations or liabilities hereunder. Sections 2 (Termination), 4 (Assignment; Amendments and Waivers; Entire Agreement), 5 (Parties in Interest), 6 (Limited Recourse; Enforcement), 7 (Confidentiality) and 8 (Governing Law; Jurisdiction; Waiver of Jury Trial) of this letter agreement shall survive and remain in full force and effect, notwithstanding any termination of this letter agreement. For the avoidance of doubt, upon the valid termination of this letter agreement, all obligations of the Equity Investor to fund the Equity Financing Commitment shall terminate and no surviving provision shall be deemed to require the Equity Investor to fund any portion of the Equity Financing Commitment.

3. Representations and Warranties. The Equity Investor hereby represents and warrants (and makes no other representations or warranties, express or implied) that:

(a) It is duly organized or incorporated, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation.

(b) The execution, delivery of and performance under this letter agreement by it is within its organizational or corporate powers and has been duly authorized by all necessary organizational, general partner, manager or corporate action, as applicable.

(c) This letter agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by Parent, constitutes its valid and binding agreement, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable law relating to or affecting creditors’ rights generally by general principles of equity.

(d) The execution and delivery of and performance under, this letter agreement by it do not and will not (i) violate its organizational documents, (ii) violate any provision of Applicable Law or any Order (subject to the making, obtaining and receipt of the consents, approvals, authorizations, permits of, filings with and notifications to any governmental authority described in Section 7.01(c) of the Merger Agreement) or (iii) conflict with any material agreement binding upon it, except in the case of (ii) and (iii) as would not reasonably be expected to, individually or in the aggregate, materially affect its ability to enter into this letter agreement or perform its obligations hereunder.

4

(e) Subject to the making, obtaining and receipt of the consents, approvals, authorizations, permits of, filings with and notifications to any governmental authority described in Section 7.01(c) of the Merger Agreement, all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter by the Equity Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority is required in connection with the execution, delivery or performance of this letter except as would not reasonably be expected to, individually or in the aggregate, materially affect the Equity Investor’s ability to enter into this letter or perform its obligations hereunder.

(f) The Equity Investor (i) has, and will continue to have for so long as this Equity Commitment Letter is in effect, the financial capacity to pay and perform its obligations under this Equity Commitment Letter, and (ii) will have at such time as the Equity Investor is obligated to fund the Equity Financing Commitment, sufficient cash, available lines of credit or other sources of immediately available funds to fulfill its obligations under this Equity Commitment Letter.

4. Assignment; Amendments and Waivers; Entire Agreement.

(a) The rights and obligations under this letter agreement may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other parties and the Company, and any attempted assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, (i) Parent may assign, delegate or otherwise transfer all or a portion of their rights or obligations under this letter agreement to any assignee of Parent’s obligations under the Merger Agreement pursuant to an assignment in accordance with Section 9.05 (Assignment; Benefit) of the Merger Agreement, (ii) the Equity Investor may assign, delegate or otherwise transfer all or a portion of its obligation to fund the Equity Financing Commitment to one or more of its Affiliated investment vehicles or co-investors or any Person that is, directly or indirectly, wholly owned or otherwise controlled by or Affiliated with such Equity Investor or co-investors, one or more of such Affiliated investment vehicles and/or one or more Subsidiaries that are wholly owned or otherwise controlled by or affiliated with such Equity Investor and/or Affiliated investment funds and/or co-investors; provided that, in each case, no such assignment, delegation or transfer shall relieve the Equity Investor of its obligations hereunder, and (iii) the Equity Investor may assign all or a portion of its obligations to fund the Equity Financing Commitment (the “Assigned Commitment”) to one or more third parties (each, an “Assigned Investor”) in connection with an Equity Assignment on the terms and subject to the conditions of Section 6.17(a) of the Merger Agreement (including Section 6.17(a) of the Parent Disclosure Schedule) and upon such assignment, the Equity Investor shall be released from its obligations hereunder (and the Equity Financing Commitment shall be reduced) dollar for dollar to the extent of the amount of such Assigned Commitment; provided that such Assigned Investor shall enter into a separate equity commitment letter with Parent on terms no less favorable to Parent (and with respect to the Company’s rights as a third-party beneficiary hereunder, the Company) as contained herein with respect to such Assigned Commitment.

(b) This letter agreement may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto and with the prior written consent of the Company, and this letter agreement may not be terminated other than in accordance with Section 2 hereof. The failure of any party to assert any of its rights under this letter agreement or otherwise shall not constitute a waiver of those rights.

5

(c) This letter agreement, the Other Commitment Letter, the Guarantees and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto or any of their Affiliates with respect to the subject matter hereof and thereof.

5. Parties in Interest. This letter agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this letter agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement; provided, however that (a) the Parent Related Parties are express, intended third party beneficiaries of Section 6(a) hereto and (b) the Company hereby is made an express, intended third party beneficiary of this letter agreement solely to the extent, and subject to the limitations, set forth in Section 6(b).

6. Limited Recourse; Enforcement.

(a) Notwithstanding anything that may be expressed or implied in this letter agreement, the Other Equity Commitment Letter, the Guarantees, the Merger Agreement or any document or instrument delivered in connection herewith or therewith, Parent, by its acceptance of the benefits of the Equity Financing Commitment provided herein, covenants, agrees and acknowledges that no Person other than the Equity Investor (and its successors and assigns) shall have any obligations hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that the Equity Investor or any of its permitted assigns may be a partnership, limited liability company or other type of entity, no Person has any rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith shall be had against, any of Parent’s, Merger Sub’s, the Equity Investor’s or any of their or their respective Affiliates’ respective former, current or future directors, officers, employees, direct or indirect holders of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents, representatives or representatives of any of the foregoing (but not including Parent, Merger Sub or the Equity Investor, a “Parent Related Party” and together, the “Parent Related Parties”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of the Equity Investor against any Parent Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, or otherwise, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligations of the Equity Investor or any of its successors or assigns under this letter agreement, under the Merger Agreement, the Guarantee or under any documents or instrument delivered in connection herewith or therewith, in respect of any transaction contemplated hereby or thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation; provided, however, that notwithstanding anything to the contrary provided herein or any document or instrument delivered in connection herewith, nothing herein shall limit the rights of the Company in respect of any Non-Prohibited Claims.

6

(b) This letter agreement may only be enforced by Parent, and none of Parent’s creditors nor any other Person that is not a party to this letter agreement shall have any right to enforce this letter agreement or to cause Parent to enforce this letter agreement; provided, however, that the Company is hereby made an express third party beneficiary of the rights granted to Parent under this letter agreement only for the purpose of specifically enforcing (subject to the limitations set forth in the Merger Agreement) the Equity Investor’s obligation to fund, as and when due, the Equity Financing Commitment hereunder if and only if pursuant to Section 9.09(a) (Specific Performance) of the Merger Agreement the Company is entitled to file an action in a court of competent jurisdiction seeking specific performance to cause Parent and Merger Sub to consummate the Closing and cause the funding of the Equity Financing Commitment pursuant to the terms hereof and for no other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement).

(c) Concurrently with the execution and delivery of this letter agreement, the Equity Investor is executing and delivering to the Company the Guarantee and, concurrently with the execution and delivery of the Other Equity Commitment Letter, the Other Equity Investor is executing and delivering to the Company the Other Guarantee, in each case, relating to certain of Parent’s obligations under the Merger Agreement. Except as expressly set forth in Section 6(b) hereof, the Company’s remedies against the Equity Investor and the Other Equity Investor with respect to any Non-Prohibited Claims shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company and its Affiliates, and each of their respective former, current and future directors, officers, employees, holder of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents and representatives against the Equity Investor, the Other Equity Investor or any Parent Related Party for any liability, loss, damage or recovery of any kind in connection with, relating to, arising out of or resulting from any breach of this letter agreement or the Merger Agreement, the failure of the Merger to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any representations made or alleged to have been made in connection therewith, whether in equity or at law, in contract, in tort or otherwise (whether or not Parent’s or Merger Sub’s breach is caused by the breach by the Equity Investor of its obligations under this letter agreement) or the Other Equity Investor of its obligations under the Other Equity Commitment Letter, and neither the Equity Investor, the Other Equity Investor nor any Parent Related Party shall have any further liability or obligation (except in respect of the Non-Prohibited Claims) relating to or arising out of such matters.

7. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent solely in connection with the Merger Agreement. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Equity Investor; provided that no such written consent shall be required for disclosures by Parent to the Company or the Other Equity Investor, so long as the Company or the Other Equity Investor, as applicable, agrees to keep such information confidential on terms substantially identical to the terms contained in this Section 7 or who are otherwise subject to confidentiality obligations; provided, further, that any party hereto may disclose the existence of this letter agreement to the extent required by any Applicable Law, the applicable rules of any national securities exchange, in connection with any securities regulatory agency filings relating to the transactions contemplated by the Merger Agreement, or in connection with the enforcement of any such party’s rights hereunder.

7

8. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules that would cause the application of law of any jurisdiction other than those of the State of Delaware.

(b) The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this letter agreement or the transactions contemplated by this letter agreement shall be brought and determined exclusively in the Court of Chancery of the State or Delaware or, if that court does not have subject matter jurisdiction, the state or federal courts in the State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts in respect of any Proceeding arising out of or relating to this letter agreement or the transactions contemplated by this letter agreement, or relating to enforcement of any of the terms of this letter agreement, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this letter agreement or the transactions contemplated by this letter agreement may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding arising out of or relating to this letter agreement or the transactions contemplated by this letter agreement shall be properly served or delivered if delivered in the manner contemplated by Section 9.01 (Notices) of the Merger Agreement or in any other manner permitted by law.

(c) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE 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 HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(c).

9. Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter agreement.

8

10. Counterparts. This letter agreement may be executed and delivered (including by means of telecopied signature pages or other means of electronic transmission, such as by electronic mail in “pdf” form or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com) in 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 letter agreement. The letter agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by each other party hereto, this letter agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The parties irrevocably and unreservedly agree that this letter agreement may be executed by way of electronic signatures and the parties agree that this letter, or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

11. Waiver of Sovereign Immunity. To the extent permitted by Applicable Law, if the Equity Investor has or hereafter may acquire any immunity (sovereign or otherwise) from any Proceeding, from jurisdiction of any court of from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, the Equity Investor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this letter agreement or the transactions contemplated hereby.

[Remainder of this page intentionally left blank.]

9

Accepted and acknowledged:

ZODIAC PURCHASER, L.L.C.

By: Zodiac Guarantor, L.L.C., its managing member

By: Zodiac Holdco, L.L.C., its managing member

By: Silver Lake Alpine Associates II, L.P., its managing member

By: SLAA II (GP), L.L.C., its general partner

By: Silver Lake Group, L.L.C., its managing member

EXHIBIT 16(b)(iii)

CONFIDENTIAL

Execution Version

November 13, 2024

Zodiac Purchaser, L.L.C.

c/o Silver Lake Partners

55 Hudson Yards

550 West 34th Street, 40th Floor

New York, NY 10001

Project Zodiac

Amended and Restated Commitment Letter

Ladies and Gentlemen:

Reference is made to the Commitment Letter, dated October 17, 2024 (the “Original Signing Date” and, such letter, the “Original Commitment Letter”) by and between Royal Bank of Canada (“Royal Bank”), RBC Capital Markets¹ (“RBCCM” and, together with Royal Bank, “RBC”), Banco Santander, S.A., New York Branch (“Santander”), Bank of Montreal (“Bank of Montreal”), BMO Capital Markets Corp. (“BMOCM” and, together with Bank of Montreal, “BMO”) and Barclays Bank PLC (“Barclays” and, together with RBC, Santander, BMO and any commitment parties added pursuant to the terms hereof, collectively, the “Original Commitment Parties”). The Original Commitment Letter is hereby amended and restated, replaced and superseded in its entirety as follows and such Original Commitment Letter shall be of no further effect.

You have advised the Original Commitment Parties, KKR Capital Markets LLC (“KCM”), KKR CORPORATE LENDING (CA) LLC, (“KCL”), SF Credit Partners, LLC (“SF”), Stifel Nicolaus and Company, Incorporated (“Stifel Nicolaus” and, together with SF, “Stifel”), Wells Fargo Bank, National Association (“Wells Fargo Bank”) and Wells Fargo Securities, LLC (“Wells Fargo Securities” and, together with Wells Fargo Bank, “Wells Fargo”; Wells Fargo, together with Original Commitment Parties, KCM, KCL and Stifel, collectively, “we”, “us” or the “Commitment Parties”) that Zodiac Purchaser, L.L.C., a limited liability company organized under the laws of the State of Delaware (“Buyer” or “you”), formed at the direction of Silver Lake Partners and its affiliates (collectively with the funds, partnerships, co-investment entities and other investment vehicles managed, advised or controlled thereby or by one or more directors thereof or under common control therewith, “Silver Lake”) and Hux Investment Pte. Ltd (collectively with the funds, partnerships, co-investment entities and other investment vehicles managed, advised or controlled thereby or by one or more directors thereof or under common control therewith, “GIC” and, together with Silver Lake, the “Sponsors”), intends to consummate the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”) and the Summary of Additional Conditions attached hereto as Exhibit C (together with this commitment letter and the Term Sheet, the “Commitment Letter”).

1. Commitments.

In connection with the Transactions, each of Royal Bank, Santander, Bank of Montreal, Barclays, KCL, SF and Wells Fargo Bank is pleased to advise you of its several, but not joint, commitment to provide 20%, 20%, 20%, 20%, 8%, 4% and 8%, respectively, of the aggregate principal amount of each of the Initial Term Loan Facility and the Revolving Facility. Royal Bank, Santander, Bank of Montreal, Barclays, KCL, SF and Wells Fargo Bank are referred to herein as the “Initial Lenders” and each individually as an “Initial Lender.”

2. Titles and Roles.

It is agreed that (i) each of RBCCM, Santander, BMO, Barclays, KCM, Stifel Nicolaus and Wells Fargo Securities, will act as a joint lead arranger for each of the Facilities (each in such capacity, a “Lead Arranger” and, collectively, the “Lead Arrangers”), (ii) each of RBCCM, Santander, BMO, Barclays, KCM, Stifel Nicolaus and Wells Fargo Securities will act as a joint bookrunner for each of the Facilities (each in such capacity, a “Joint Bookrunner” and, collectively, the “Joint Bookrunners”) and (iii) Royal Bank will act as administrative agent and collateral agent for the Facilities (in such capacities, the “Administrative Agent”). It is further agreed that (a) RBCCM shall have “left side” designation and shall appear on the top left of any Information Materials (as defined below) and all other marketing materials in respect of each of the Initial Term Loan Facility and the Revolving Facility and (b) the other Lead Arrangers will be listed in alphabetical order to the right of RBCCM in any Information Materials and all other marketing materials in respect of the Initial Term Loan Facility and the Revolving Facility. You agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed, no other titles will be awarded and, with respect to the Facilities, no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid by you or any of your affiliates to any Lender (as defined below) in order to obtain its commitment to participate in the Facilities unless you and the Majority Lead Arrangers (as defined in the Fee Letter referred to below) shall so agree.

3. Syndication.

The Lead Arrangers reserve the right, prior to and/or after the Closing Date (as defined below), to syndicate all or a portion of the Initial Lenders’ respective commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors identified by the Lead Arrangers in consultation with you and reasonably acceptable to the Lead Arrangers and you, including, without limitation, any relationship lenders designated by you and reasonably acceptable to the Lead Arrangers (such banks, financial institutions and other institutional lenders and investors, together with the Initial Lenders, the “Lenders”). Notwithstanding the foregoing, the Lead Arrangers will not syndicate to those banks, financial institutions and other institutional lenders and investors (i) that have been separately identified in writing by you (x) to us prior to the date of this Commitment Letter, (y) to us after the date of this Commitment Letter and prior to the Closing Date, that are reasonably acceptable to the Lead Arrangers holding a majority of the aggregate amount of outstanding financing commitments in respect of the Facilities (the “Required Lead Arrangers”) and (z) to the Administrative Agent after the Closing Date, that are reasonably acceptable to the Administrative Agent), (ii) those persons who are competitors of you, the Target and your and their respective subsidiaries that are separately identified in writing by you to us from time to time, (iii) in the case of each of clauses (i) and (ii), any of their respective affiliates (other than bona fide debt fund affiliates) that are either (a) identified in writing by you from time to time or (b) clearly identifiable on the basis of such affiliate’s name and (iv) any Excluded Affiliates (as defined in the Precedent Documentation) (clauses (i), (ii), (iii) and (iv) above, collectively “Disqualified Lenders”); provided that designations of Disqualified Lenders may not apply retroactively to disqualify any entity that has previously acquired an assignment or participation in any Facility. In the event that any portion of the Facilities are syndicated to investments funds to whom KKR Credit Advisors (US) LLC serves as an investment manager, neither KCM nor KCL shall directly be assigned that portion of the Facilities and that portion shall be assigned exclusively to other Commitment Parties.

2

Notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto, (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the date of both the consummation of the Acquisition and the initial funding under the Initial Term Loan Facility (the date of such consummation and funding, the “Closing Date”)) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the initial funding of the Facilities on the Closing Date has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Facilities until after the initial funding of the Facilities and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred.

Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event shall the commencement or successful completion of syndication of the Facilities constitute a condition to the effectiveness of the Facilities Documentation on the Closing Date or the availability or funding of the Facilities on the Closing Date. The Lead Arrangers may commence syndication efforts promptly (taking into account the expected timing of the Acquisition) after your acceptance of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). Until the earlier of (i) the date upon which a Successful Syndication (as defined in the Fee Letter referred to below) of the applicable Facilities is achieved and (ii) the 30^th day following the Closing Date (such earlier date, the “Syndication Date”), you agree actively to assist the Lead Arrangers in completing a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Sponsors and, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the Target’s and its subsidiaries’ existing lending and investment banking relationships, (b) direct contact between senior management, certain representatives and certain advisors of you and the Sponsors, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts to arrange, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, such contact between senior management, certain representatives or certain advisors of the Target and its subsidiaries, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times and locations to be mutually agreed upon, (c) your and the Sponsors’ assistance (including the use of commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the Target and its subsidiaries to assist) in the preparation of the Information Materials (as defined below) and other customary marketing materials to be used in connection with the syndication, (d) using your commercially reasonable efforts to procure, at your expense, prior to the launch of the general syndication of the Facilities, public ratings for the Initial Term Loan Facility from at least two of S&P Global Ratings (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings Inc. (“Fitch”), and a public corporate credit rating and a public corporate family rating in respect of the Borrower after giving effect to the Transactions from each of S&P and Moody’s, respectively, (e) the hosting, with the Lead Arrangers, of a reasonable number of meetings to be mutually agreed upon of

3

prospective Lenders at times and locations to be mutually agreed upon (and your using commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the relevant senior officers of the Target to be available for such meetings) and (f) ensuring there being no competing issues, offerings, placements, arrangements or syndications of debt securities or syndicated commercial bank or other syndicated credit facilities by or on behalf of you or any of your subsidiaries, and after using your commercially reasonable efforts, to the extent practical, appropriate and reasonable and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the Target or any of its subsidiaries, being offered, placed or arranged (other than (A) the Facilities and (B) any indebtedness of the Target and its subsidiaries permitted to be incurred or to remain outstanding on the Closing Date under the Acquisition Agreement) without the written consent of the Required Lead Arrangers (such consent not to be unreasonably withheld or delayed), if such issuance, offering, placement or arrangement would materially and adversely impair the primary syndication of the Facilities (it is understood that the Target’s and its subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, or purchase money and equipment financings (any such debt, “Ordinary Course Indebtedness”) will not be deemed to materially and adversely impair the primary syndication of the Facilities). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, none of the obtaining of the public ratings referenced above or the compliance with any of the other provisions set forth in this paragraph, including in any of clauses (a) through (f) above or the next succeeding paragraph, shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date.

The Lead Arrangers, in their capacities as such, will manage, in consultation with you, all aspects of any syndication of the Facilities, including decisions as to the selection of institutions reasonably acceptable to you to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights set forth in the third preceding paragraph and your rights of appointment set forth in the fourth preceding paragraph and excluding Disqualified Lenders), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree to promptly prepare and provide (and to cause the Sponsors to provide and to use commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the Target and its subsidiaries to provide) to the Lead Arrangers customary information with respect to Holdings, the Borrower, the Target and their respective subsidiaries and the Transactions set forth in clause (c) of the immediately preceding paragraph, the historical financial information set forth in paragraph 4 of Exhibit C hereto and customary financial estimates, forecasts and other projections (such estimates, forecasts and other projections delivered to us by you, the “Projections”). For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon (so long as such obligations are not entered into in contemplation of this Commitment Letter), or waive any privilege that may be asserted by, you, the Target or any of your or their respective subsidiaries or affiliates (in which case you agree to use commercially reasonable efforts to have any such confidentiality obligation waived, and otherwise in all instances, to the extent practicable and not prohibited by applicable law, rule or regulation, promptly notify us that information is being withheld pursuant to this sentence). Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraph 4 of Exhibit C hereto.

You hereby acknowledge that (a) the Lead Arrangers will make available Projections and other customary marketing material and presentations, including a customary confidential information memoranda to be used in connection with the syndication of the Facilities (the “Information Memorandum”) (such Projections, other marketing material and the Information Memorandum,

4

collectively, with the Term Sheet, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available, (ii) is not material with respect to you, Holdings, the Borrower, the Target or your or their respective subsidiaries or securities for purposes of United States federal and state securities laws or (iii) constitutes information of the type that is included by the Target in any filings with the Securities and Exchange Commission (the “SEC”) or that would be included in such filings if you, Holdings, the Borrower or your or their respective subsidiaries were public reporting companies (as reasonably determined by you) (collectively, the “Public Side Information”; any information that is not Public Side Information, “Private Side Information”)) and who may be engaged in investment and other market related activities with respect to you or the Target or your or the Target’s respective subsidiaries or securities) (each, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”). You will be solely responsible for the contents of the Information Materials and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof.

You agree to assist (and to cause the Sponsors to assist and to use commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the Target to assist) us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Facilities that consists exclusively of Public Side Information with respect to you or the Target or your or the Target’s respective subsidiaries or securities to Public Siders. It is understood that in connection with your assistance described above, customary authorization letters executed and delivered by you or the Target (which shall include a customary negative assurance representation) will be included in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Information Materials does not include any Private Side Information (other than information about the Transactions or the Facilities) and exculpate you, the Investors (as defined below), the Target, the Borrower and us and our affiliates with respect to any liability related to the use of the contents of the Information Materials or related marketing materials by the recipients thereof. Before distribution of any Information Materials you agree, at our reasonable request, to identify that portion of the Information Materials that may be distributed to the Public Siders as “Public Information”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as not containing any Private Side Information (it being understood that you shall not be under any obligation to mark the Information Materials “PUBLIC”). We will not make any materials not marked “PUBLIC” available to Public Siders.

You acknowledge and agree that, subject to the confidentiality and other provisions of this Commitment Letter, the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private Siders (provided that such materials have been provided to you and your counsel for review a reasonable period of time prior thereto): (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the Facilities’ terms and conditions, (c) drafts and final versions of the Facilities Documentation and (d) financial statements of the Borrower and its subsidiaries of a type that would be publicly filed if the Borrower or its subsidiaries were public reporting companies and publicly filed financial statements of the Target and its subsidiaries. If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials without your prior consent.

5

4. Information.

You hereby represent and warrant that (a) all written information and written data (such information and data, other than (i) the Projections and (ii) information of a general economic or industry specific nature, the “Information”) (in the case of Information regarding the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge), that has been or will be made available to the Commitment Parties directly or indirectly by you, the Target or by any of your or its subsidiaries or representatives, in each case, on your behalf in connection with the transactions contemplated hereby, when taken as a whole and together with the reports and other information filed by the Target with the SEC (including the risk factors therein), is or will be, when furnished, correct in all material respects and does not or will not, when furnished and when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time) and (b) the Projections that have been or will be made available to the Commitment Parties by you or by any of your subsidiaries or representatives, in each case, on your behalf in connection with the transactions contemplated hereby have been, or will be, prepared in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished to the Commitment Parties; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such that such representations and warranties are correct in all material respects under those circumstances (or, in the case of the Information relating to the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge, such representations and warranties are correct in all material respects under those circumstances). In arranging and syndicating the Facilities, the Lead Arrangers (i) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) assume no responsibility for the accuracy or completeness of the Information or the Projections.

5. Fees.

As consideration for the commitments of the Initial Lenders hereunder and for the agreement of the Lead Arrangers and the Joint Bookrunners to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Amended and Restated Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”), if and to the extent payable. Once paid, such fees shall not be refundable under any circumstances, except as expressly set forth herein or therein or as otherwise separately agreed to in writing by you and us.

6. Conditions.

The commitments of the Initial Lenders hereunder to fund the Facilities on the Closing Date and the agreements of the Lead Arrangers and the Joint Bookrunners to perform the services described herein are subject solely to (a) the applicable conditions expressly set forth in the section entitled “Conditions to Initial Borrowing” in Exhibit B hereto and (b) the applicable conditions expressly set forth in Exhibit C hereto, and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the Administrative Agent, each Lender and each other party thereto will execute and deliver the Facilities Documentation to which it is a party and the initial funding of the Facilities shall occur; it being understood that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter and the Facilities Documentation.

6

Notwithstanding anything to the contrary in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties relating to you, Holdings, the Borrower or the Target or your or their respective subsidiaries or businesses or otherwise, the making and accuracy of which shall be a condition to the availability and funding of the Facilities on the Closing Date shall be (a) such of the representations and warranties (if any) made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliate) have the right (taking into account any applicable notice and cure provisions) to terminate your (and/or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition or otherwise results in a failure of a condition precedent in the Acquisition Agreement (in each case, in accordance with the terms thereof) as a result of a breach of such representations and warranties in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (b) the Specified Representations (as defined below) in all material respects; provided that any Specified Representations qualified by materiality shall be, as so qualified, accurate in all respects and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability or funding of the Facilities on the Closing Date if the applicable conditions expressly set forth in the section entitled “Conditions to Initial Borrowing” in Exhibit B hereto and in Exhibit C hereto are satisfied (or waived by the Commitment Parties) (provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in the certificated equity securities, if any, of the Borrower, the Target and any wholly owned U.S. material subsidiaries of the Borrower and the Target (to the extent required by the Term Sheet) and (2) in other assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code; provided that any such certificated equity securities of the Target and such subsidiaries of the Target will be required to be delivered on the Closing Date only to the extent such certificates are actually received from the Target) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably but no later than 90 days after the Closing Date (or such longer period as may be agreed by the Administrative Agent and the Borrower acting reasonably)). For purposes hereof, “Specified Representations” means, with respect to the Facilities the applicable representations and warranties of the Borrower and the Guarantors to be set forth in the Facilities Documentation relating to organizational existence of the Borrower and the Guarantors party thereto as of the Closing Date; power and authority, due authorization, execution, delivery and enforceability, in each case, related to, the entering into, borrowing under, guaranteeing under, performance of, and granting of security interests in the Collateral pursuant to, the Facilities Documentation; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (solvency to be defined in a manner consistent with the manner in which solvency is determined in the solvency certificate to be delivered pursuant to Exhibit C); Federal Reserve margin regulations; the use of the proceeds of the Facilities not violating the PATRIOT Act, OFAC or FCPA; the Investment Company Act; the incurrence of the loans to be made under the Facilities, the provision of the Guarantees in respect of the Facilities and the granting of the security interests in the Collateral to secure the Facilities, and the entering into of the Facilities Documentation on the Closing Date, do not conflict with the organizational documents of the Borrower or the Guarantors party thereto; and, subject to the provisos in clause (ii) of the immediately preceding sentence, creation, validity and perfection of security interests in the Collateral. For the avoidance of doubt, the representation set forth in paragraph 1 of Exhibit C shall not be a Specified Representation. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions.”

7

7. Limitation on Liability; Indemnity; Settlement.

(a) Limitation on Liability.

Notwithstanding any other provision of this Commitment Letter, (i) in no event shall any Commitment Party, any of their respective affiliates or their respective officers, directors, employees, agents, controlling persons, advisors, attorneys or other representatives (each an “Arranger-Related Person”) shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Arranger-Related Person (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) none of you (or any of your subsidiaries), the Investors (or any of their respective affiliates), the Target (or any of its subsidiaries or affiliates) or any Arranger-Related Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Original Commitment Letter, the Original Fee Letter (as defined in the Fee Letter), the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Fee Letter, the Original Commitment Letter, the Original Fee Letter and the Facilities Documentation; provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Party is entitled to indemnification under subsection (b) of this Section 7.

(b) Indemnity.

To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the Facilities Documentation, you agree (a) to indemnify and hold harmless each Commitment Party, its respective affiliates and the respective officers, directors, employees, agents, controlling persons, advisors, attorneys and other representatives of each of the foregoing and their successors and permitted assigns (other than Lenders that are not Initial Lenders) (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and reasonable and documented or invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject to the extent arising out of, resulting from, or in connection with any actual or threatened claim, litigation, investigation or proceeding (including any inquiry or investigation) in connection with this Commitment Letter (including the Term Sheet), the Fee Letter, the Original Commitment Letter, the Original Fee Letter, the Transactions or any related transaction contemplated hereby or thereby, the Facilities or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates or creditors or any other third person, and to promptly reimburse after receipt of a written request, each such Indemnified Person for any reasonable and documented or invoiced out-of-pocket legal fees and expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, by a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by another firm of counsel for such affected Indemnified Person) or other reasonable and documented or invoiced out-of-pocket fees and expenses

8

incurred in connection with investigating, responding to, or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Indemnified Person (as defined below) (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person or any Related Indemnified Person under this Commitment Letter, the Fee Letter, the Original Commitment Letter or the Original Fee Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any Proceeding solely between or among Indemnified Persons not arising from any act or omission by you or any of your affiliates; provided that the Administrative Agent, the Lead Arrangers and the Joint Bookrunners to the extent fulfilling their respective roles as an agent or arranger under the Facilities and in their capacities as such, shall remain indemnified in such Proceedings to the extent that none of the exceptions set forth in any of clauses (i) or (ii) of the immediately preceding proviso apply to such person at such time and (b) to the extent that the Closing Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented or invoiced out-of-pocket expenses (including but not limited to expenses of each Commitment Party’s consultants’ fees (to the extent any such consultant has been retained with your prior written consent (not to be unreasonably withheld or delayed)), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Commitment Parties, the Lead Arrangers, the Joint Bookrunners and the Administrative Agent identified in the Term Sheet (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person), and, if necessary, of a single firm of local counsel to the Commitment Parties in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) and of such other counsel retained with your prior written consent (not to be unreasonably withheld or delayed)), in each case incurred in connection with the Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Original Commitment Letter, the Original Fee Letter, the Facilities Documentation and any security arrangements in connection therewith (collectively, the “Expenses”). You acknowledge that we may receive a future benefit on matters unrelated to this matter, including, without limitation, discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us, including without limitation fees paid pursuant hereto (it being understood and agreed that, in no event, shall the Expenses include items in respect of any unrelated matter or otherwise be increased as a result of such counsel’s representation of us on another matter or on account of our relationship with such counsel). The foregoing provisions in this paragraph shall be superseded, in each case, to the extent covered thereby by the applicable provisions contained in the Facilities Documentation upon execution and delivery thereof and thereafter shall have no further force and effect.

“Related Indemnified Person” of an Indemnified Person means (1) any controlling person or any affiliate of such Indemnified Person, (2) the respective directors, officers, or employees of such Indemnified Person or any of its controlling persons or any of its affiliates and (3) the respective agents, advisors, attorneys and representatives of such Indemnified Person or any of its controlling persons or any of its affiliates, in the case of this clause (3), acting at the instructions of such Indemnified Person, controlling person or such affiliate (it being understood and agreed that any agent, advisor or representative of such Indemnified Person or any of its controlling persons or any of its affiliates engaged to represent or otherwise advise such Indemnified Person, controlling person or affiliate in connection with the Transactions shall be deemed to be acting at the instruction of such person).

9

(c) Settlement.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 7. It is further agreed that the Commitment Parties shall be severally liable in respect of their commitments to the Facilities, on a several, and not joint basis with any other Lender.

You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed) (it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings, (ii) does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person and (iii) contains customary confidentiality provisions with respect to the terms of such settlement. Each Indemnified Person shall be severally obligated to refund or return any and all amounts paid by you under this Section 7 to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

8. Sharing of Information, Absence of Fiduciary Relationships, Affiliate Activities.

You acknowledge that the Commitment Parties and their respective affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Investors, the Target and your and their respective subsidiaries and affiliates may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Parties and their respective affiliates will not use confidential information obtained from you, the Target or any of your or their respective subsidiaries or affiliates by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you, the Target or any of your or their respective subsidiaries or affiliates in connection with the performance by them or their affiliates of services for other persons, and the Commitment Parties and their respective affiliates will not furnish any such information to other persons, except to the extent permitted below. You also acknowledge that the Commitment Parties and their respective affiliates do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or any of your or their respective subsidiaries or affiliates confidential information obtained by them from other persons.

As you know, the Commitment Parties and their respective affiliates may be full-service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Parties and their respective affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you (and your affiliates), the Target (and its affiliates), the Target’s and your respective customers or competitors and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Parties and their respective affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you (and your affiliates), the Borrower, the Target (and its affiliates) or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities or other trading with any thereof.

10

The Commitment Parties and their respective affiliates may have economic interests that conflict with those of the Target, you and the Borrower and your and their respective subsidiaries and affiliates and are under no obligation to disclose any conflicting interest to you, the Target and the Borrower and your and their respective subsidiaries and affiliates. You agree that each Commitment Party will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between such Commitment Party and its respective affiliates, on the one hand, and you, the Borrower and the Target, your and their respective equity holders or your and their respective subsidiaries and affiliates, on the other hand. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Commitment Parties and their respective affiliates, on the one hand, and you, on the other, (ii) in connection therewith and with the process leading to such transaction each Commitment Party and its applicable affiliates (as the case may be) are acting solely as principals and not as agents or fiduciaries of you, the Borrower, the Target, your and their respective management, equity holders, creditors, subsidiaries, affiliates or any other person, (iii) each Commitment Party and its applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you, the Target, the Borrower or your or their respective affiliates with respect to the financing transactions contemplated hereby, the exercise of the remedies with respect thereto or the process leading thereto (irrespective of whether such Commitment Party or any of its affiliates has advised or is currently advising you, the Borrower, or the Target or any of your or their respective affiliates on other matters) and no Commitment Party has any obligation to you, the Target, the Borrower or your or their respective affiliates with respect to the transactions contemplated hereby except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) the Commitment Parties and their respective affiliates have not provided any legal, accounting, regulatory or tax advice and you have consulted your own legal and financial advisors to the extent you deemed appropriate.

You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary, agency or similar duty to you or your affiliates, in connection with such transactions or the process leading thereto.

Furthermore, without limiting any provision set forth herein, you agree not to assert, to the fullest extent permitted by law, any claims you may have with respect to such transactions or the process leading thereto against us or our affiliates for alleged breach of fiduciary duty and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your equityholders, employees or creditors.

9. Confidentiality.

You agree that you will not disclose, directly or indirectly, the Fee Letter or the contents thereof or, prior to your acceptance hereof, this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto or the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity without the prior written approval of the Lead Arrangers (such approval not to be unreasonably withheld, delayed or conditioned), except (a) to the Investors and to any of your or the Investors’ affiliates and your and their respective officers, directors, employees, agents,

11

attorneys, accountants, advisors, controlling persons and equity holders and to actual and potential co-investors who are informed of the confidential nature thereof, on a confidential and need-to-know basis, (b) if the Commitment Parties consent in writing to such proposed disclosure or (c) pursuant to an order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable law, rule or regulation, to inform us promptly thereof prior to disclosure); provided that (i) you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof to the Target, its subsidiaries and affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents (including the Term Sheet and other exhibits and attachments hereto) (but not the Fee Letter or the contents thereof) in any syndication or other marketing materials in connection with the Facilities (including the Information Materials) or in connection with any public or regulatory filing requirement relating to the Transactions, (iii) you may disclose the Term Sheet and other exhibits and attachments to the Commitment Letter, and the contents thereof, to potential Lenders and to rating agencies in connection with obtaining public ratings for the Borrower and the Initial Term Loan Facility, (iv) you may disclose the aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in marketing materials for the Facilities or in any public or regulatory filing requirement relating to the Transactions (and only to the extent aggregated with all other fees and expenses of the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation) and (v) if the fee amounts payable pursuant to the Fee Letter and the economic terms of the “Market Flex Provisions” in the Fee Letter, and such other portions as mutually agreed, have been redacted in a manner reasonably agreed by us (including the portions thereof addressing fees payable to the Commitment Parties and/or the Lenders), you may disclose the Fee Letter and the contents thereof to the Target, its subsidiaries and affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis. For the avoidance of doubt, nothing in this paragraph prohibits any individual from communicating or disclosing information that is the subject of the confidentiality obligations set forth in this paragraph regarding suspected violations of laws, rules or regulations to a governmental, regulatory, or self-regulatory authority.

Each Commitment Party and its affiliates will use all non-public information provided to any of them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and negotiating, evaluating and consummating the transactions contemplated hereby and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent such Commitment Party and its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the reasonable advice of counsel (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction, or purporting to have jurisdiction, over such Commitment Party or any of its affiliates (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly

12

available other than by reason of improper disclosure by such Commitment Party or any of its Related Parties (as defined below) in violation of any confidentiality obligations owing to you, the Investors, the Borrower, the Target or any of your or their respective subsidiaries and affiliates, (d) to the extent that such information is or was received by such Commitment Party or any of its Related Parties from a third party that is not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the Investors, the Target or any of your or their respective subsidiaries and affiliates, (e) to the extent that such information is independently developed by such Commitment Party or any of its Related Parties without the use of any confidential information, (f) to such Commitment Party’s affiliates and to its and their respective employees, officers, directors, legal counsel, independent auditors, rating agencies, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations and who have been advised of their obligation to keep information of this type confidential (with each such Commitment Party, to the extent within its control, responsible for such person’s compliance with this paragraph) (the persons identified in this clause (f), collectively, the “Related Parties”), (g) to potential or prospective Lenders, hedge providers, participants or assignees, (h) to the extent you consent in writing to any specific disclosure or (i) to the extent such information was already in such Commitment Party’s possession prior to any duty or other understanding of confidentiality entered into in connection with the Transactions; provided that for purposes of clause (g) above, (i) the disclosure of any such information to any Lenders, hedge providers, participants or assignees or prospective Lenders, hedge providers, participants or assignees referred to above shall be made subject to the acknowledgment and acceptance by such Lender, hedge provider, participant or assignee or prospective Lender, hedge provider, participant or assignee that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and such Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such information and (ii) no such disclosure shall be made by such Commitment Party to any person that is at such time a Disqualified Lender. In addition, each Commitment Party may disclose the existence of the Facilities and the information about the Facilities to market data collectors, similar services providers to the lending industry, and service providers to the Commitment Parties in connection with the administration and management of the Facilities. In the event that the Facilities are funded, the Commitment Parties’ and their respective affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the Facilities Documentation upon the initial funding thereunder to the extent that such provisions are binding on such Commitment Parties.

Subject to the immediately preceding sentence, the confidentiality provisions set forth in this Section 9 shall survive the termination of this Commitment Letter and expire and shall be of no further effect after the second anniversary of the Original Signing Date.

Notwithstanding anything to the contrary contained herein, the confidentiality provisions of the Original Commitment letter shall remain in full force and effect with respect to the Original Commitment Letter and the Original Fee Letter in accordance with the terms of the Original Commitment Letter.

10. Miscellaneous.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto (other than (i) any assignment occurring as a matter of law pursuant to, or otherwise substantially simultaneously with, the Acquisition on the Closing Date, in each case to the Target, Merger Sub or the Borrower, (ii) by you to (a) Target, Merger Sub or the Borrower substantially simultaneously with the Acquisition on the Closing Date or (b) a U.S. domestically organized entity, in each case, so long as such

13

entity is, or will be, controlled by you or the Investors after giving effect to the Transactions and shall (directly or indirectly through one or more wholly-owned subsidiaries) own the Target and the Borrower and agrees to be bound by the terms hereof and of the Fee Letter or (iii) subject to the second paragraph of Section 3, by the Initial Lenders in connection with the syndication of the Facilities) without the prior written consent of each other party hereto (such consent not to be unreasonably withheld, conditioned or delayed) (and any attempted assignment without such consent shall be null and void). This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons and Arranger-Related Persons) and do not and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons and Arranger-Related Persons to the extent expressly set forth herein) and, for the avoidance of doubt, no Commitment Party may enter into any other agreements or arrangement to share any economics provided in the Commitment Letter or Fee Letter with any other parties (other than any agreement or arrangement with an affiliate of such Commitment Party as permitted hereunder or under the Fee Letter). Subject to the limitations set forth in Section 3 above, each Commitment Party reserves the right to employ the services of its respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to such Commitment Party in such manner as such Commitment Party and its respective affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, such Commitment Party hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. Electronic transmission shall be deemed to include any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record (“Electronic Signatures”), deliveries 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, physical delivery thereof 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. This Commitment Letter (including the exhibits hereto), together with the Fee Letter and any other letter agreement entered into with any of the Commitment Parties on or prior to the Original Signing Date, (i) are the only agreements that have been entered into among the parties hereto with respect to our commitments with respect to the Facilities and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Facilities and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER, OR RELATED TO, THIS COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided that, notwithstanding the foregoing, it is understood and agreed that (a) the interpretation of the definition of “Company Material Adverse Effect” (as defined in the Acquisition Agreement) (and whether or not a Company Material Adverse Effect has occurred), (b) the determination of the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your obligations under the Acquisition Agreement or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware as applied to the Acquisition Agreement, without regard to the principles of conflicts of law that would cause the application of law of any jurisdiction other than those of the State of Delaware.

14

Any Joint Bookrunner may, in consultation with you, place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, in each case, after the Closing Date, in the form of “tombstone” or otherwise describing the name of the Borrower and the amount, type and closing date of the Transactions, all at the expense of such Joint Bookrunner.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder are subject solely to conditions precedent described in the first paragraph of Section 6 of this Commitment Letter.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER, THE ORIGINAL COMMITMENT LETTER OR THE ORIGINAL FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) 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 County in the State of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Original Commitment Letter, the Original Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) 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 Commitment Letter, the Fee Letter, the Original Commitment Letter, the Original Fee Letter or the transactions contemplated hereby or thereby in any New York State or in any such Federal court, (c) 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 and (d) agrees that a final judgment in any such suit, 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. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrower, the Target, Holdings and the other Guarantors in accordance with the PATRIOT Act or the Beneficial Ownership Regulation, as applicable. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the Lenders. You hereby acknowledge and agree that the Lead Arrangers shall be permitted to share any and all such information with the Lenders.

15

The indemnification, compensation (if applicable), reimbursement (if applicable), syndication, jurisdiction, governing law, venue, waiver of jury trial and confidentiality provisions contained herein and in the Fee Letter and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Initial Lenders’ commitments hereunder; provided that your obligations under this Commitment Letter (except as specifically set forth in the third through seventh paragraphs of Section 3 and the penultimate sentence of Section 4, and other than your obligations with respect to the confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Facilities Documentation (to the extent covered therein) upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Initial Lenders’ commitments with respect to any of the Facilities (or any portion thereof) hereunder at any time subject to the provisions of the preceding sentence (any such commitment termination shall reduce the commitments of each Initial Lender on a pro rata basis based on their respective commitments to the relevant Facility as of the date hereof).

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

This Commitment Letter and the Fee Letter shall become effective upon execution and delivery by all parties hereto and thereto, respectively. We agree to hold our commitment to provide the Facilities and our other undertakings in connection therewith available for you until the earliest of (i) after execution and delivery of the Acquisition Agreement and prior to the consummation of the Transactions, the termination of the Acquisition Agreement by you in a signed writing in accordance with its terms, (ii) the consummation of the Acquisition without the funding of the Facilities and (iii) 11:59 p.m., New York City time on the date that is five business days after the End Date (as defined in, and as may be extended pursuant to, the Acquisition Agreement as in effect as of the Original Signing Date) (such earliest time, the “Expiration Date”). Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of the Commitment Parties hereunder and the agreement of the Commitment Parties to provide the services described herein shall automatically terminate unless the Commitment Parties shall, in their sole discretion, agree to an extension in writing. The termination of any commitment pursuant to this paragraph will not prejudice your rights and remedies in respect of any breach or repudiation of this Commitment Letter.

[Remainder of this page intentionally left blank]

16

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

EXHIBIT A

Project Zodiac

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”) or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

Zodiac Purchaser, L.L.C., a limited liability company organized under the laws of the State of Delaware (“Buyer”), formed at the direction of Silver Lake Partners and its affiliates (collectively with the funds, partnerships, co-investment entities and other investment vehicles managed, advised or controlled thereby or by one or more directors thereof or under common control therewith, “Silver Lake”) and Hux Investment Pte. Ltd (collectively with the funds, partnerships, co-investment entities and other investment vehicles managed, advised or controlled thereby or by one or more directors thereof or under common control therewith, “GIC” and, together with Silver Lake, the “Sponsors”), intends to acquire, directly or indirectly (the “Acquisition”), the equity interests of a company previously identified to us and code-named “Zodiac” (the “Target”), from the equity holders thereof (collectively, the “Sellers”). Buyer intends to consummate the Acquisition pursuant to an Agreement and Plan of Merger, dated as of the Original Signing Date (together with all exhibits, schedules and other disclosure letters thereto, collectively, as amended, the “Acquisition Agreement”), by and among Buyer, Zodiac Acquisition Sub, Inc., a newly formed corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of Buyer (“Merger Sub”), and the Target, pursuant to which (i) Merger Sub will merge with and into the Target (the “Merger”), with the Target being the surviving entity of the Merger and (ii) the Sellers will receive cash (the “Acquisition Consideration”) in exchange for their capital stock, restricted stock units, profits interests and/or options in the Target. Immediately after giving effect to the Merger and the other Transactions, the Target will be a wholly-owned direct or indirect subsidiary of Buyer.

In connection with the foregoing, it is intended that:

The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions.”

B-1

EXHIBIT 16(b)(iv)

CONFIDENTIAL

Execution Version

LIMITED GUARANTEE

OF

SILVER LAKE ALPINE II, L.P.

LIMITED GUARANTEE, dated as of October 17, 2024 (this “Limited Guarantee”), by Silver Lake Alpine II, L.P. (the “Guarantor”), in favor of Zuora, Inc., a Delaware corporation (the “Guaranteed Party”).

1. Limited Guarantee. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), Zodiac Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the Guaranteed Party, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual observance, performance and discharge of the payment obligations of Parent with respect to (a) either (i) the Parent Termination Fee when and only if such amounts become payable pursuant to Section 9.04(d) of the Merger Agreement or (ii) the Regulatory Termination Fee when and only if such amounts become payable pursuant to Section 9.04(e) of the Merger Agreement (provided that in no event shall the Guarantor’s maximum aggregate liability under this clause (ii) exceed $13,409,000) and (b) any Reimbursement Obligations or Enforcement Costs (which Reimbursement Obligations and Enforcement Costs shall not exceed the Expense Cap), in each case, subject to the limitations set forth in the Merger Agreement, including, without limitation, Section 9.04(h) thereof (clauses (a) and (b), collectively, the “Obligations”); provided, that in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed $56,233,000 (the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. Further, the Guaranteed Party hereby agrees that, to the extent Parent and Merger Sub are relieved of all or any portion of the Obligations by satisfaction thereof, pursuant to any agreement with the Guaranteed Party or otherwise (any such amount so relieved, the “Reduction Amount”), the Cap shall be reduced by an amount equal to the Reduction Amount. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate Proceeding against the Guarantor for the full amount of the Obligations (subject to the Cap), regardless of whether action is brought against Parent or Merger Sub or whether Parent or Merger Sub are joined in any such action, only so long as the Guaranteed Party also exercises its rights, in substantially the same manner and at substantially the same time, against Hux Investment Pte. Ltd. (the “Other Guarantor”) pursuant to the other limited guarantee, dated as of the date hereof, of the Other Guarantor (the “Other Limited Guarantee”), if the Other Guarantor has not satisfied its obligations under, and subject to the terms and conditions of, the Other Limited Guarantee. Notwithstanding anything to the contrary contained in this Limited Guarantee or the Other Limited Guarantee, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantee shall be several and not joint or joint and several and the Guarantor shall not have any liability in respect of the amounts that may be payable pursuant to the Other Limited Guarantee.

The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay any amount to the Guaranteed Party or any other Person under, in respect of, or in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth herein. Any obligation of the Guarantor with respect to the Obligation shall be funded no later than 14 days following such final and non-appealable determination of the Obligations, in accordance with and subject to the terms and conditions of this Limited Guarantee and the Merger Agreement, by a court of competent jurisdiction. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if (i) the Guarantor asserts in any Proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such Proceeding as determined by a final, non-appealable judgment, or (ii) the Guarantor fails or refuses to make any payments to the Guaranteed Party hereunder if and when due and payable and it is determined by final, non-appealable judgment that the Guarantor is required to make such payment hereunder; provided that, in each case of clauses (i) and (ii), in no event shall (A) shall the maximum aggregate liability of the Guarantor under this Limited Guarantee for such expenses pursuant to the foregoing clause (i) and clause (ii) exceed 53% of the Expense Cap and (B) the maximum aggregate liability of the Guarantor under this Limited Guarantee, including any amounts payable pursuant to the foregoing clause (i) and clause (ii), exceed the Cap.

2. Nature of Limited Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligation is rescinded or must otherwise be returned for any reason whatsoever (other than in connection with the valid termination of the Guarantor’s obligations in accordance with Section 8 hereof or in other circumstances where the Guarantor is not liable to make such payment), the Guarantor shall remain liable hereunder with respect to such Obligation (subject to the terms and conditions hereof) as if such payment had not been made. This Limited Guarantee is an absolute, unconditional and irrevocable guarantee of payment and not of collection. Notwithstanding any other provision of this Limited Guarantee, the Guaranteed Party hereby agrees that the Guarantor may assert, as a defense to any payment or performance by the Guarantor under this Limited Guarantee, any defense to such payment or performance that Parent and Merger Sub may have under the terms of the Merger Agreement, other than defenses arising from bankruptcy or insolvency of Parent and Merger Sub. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship.

3. Changes in the Obligations; Certain Waivers. The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Obligations, and may also enter into any agreement with any of Parent and Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of the Merger Agreement or of any agreement between the Guaranteed Party and any of Parent and Merger Sub

2

or any such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee, only so long as the Guaranteed Party also takes similar action, in substantially the same manner and at substantially the same time, with respect to the Other Limited Guarantee and, if the Guaranteed Party takes any action reference in this sentence with respect to the Other Limited Guarantee, it shall also take similar action, in substantially the same manner and at substantially the same time, with respect to this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder are absolute, unconditional and irrevocable and continuing, and shall not be released or discharged, in whole or in part, or otherwise affected by: (i) any amendment, extension, waiver, rescission or other modification of, or failure of the Guaranteed Party to enforce any right or remedy under, any of the Merger Agreement or the Obligations (with or without notice to the Guarantor) or the Equity Commitment Letter to which the Guarantor is a party (the “Guarantor Equity Commitment Letter”); (ii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; (iii) any change in the legal existence, structure or ownership of Parent, Merger Sub or the Guarantor or any other Person or any insolvency, bankruptcy, liquidation, reorganization (or similar event) of or relating to the Guarantor, Parent, Merger Sub, the Guaranteed Party or any other person; (iv) any default by Parent or Merger Sub under the Merger Agreement; (v) any incapacity, lack of authority or limitation of status or power of Parent or Merger Sub, or any defect in the formation of Parent or Merger Sub; (vii) any change in Law of any jurisdiction; (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligations; (ix) the addition, substitution or release of any Person to or from this Limited Guarantee, the Merger Agreement, the Guarantor Equity Commitment Letter or any related agreement or document or any Person interested in the transactions contemplated by the Merger Agreement, provided that Guarantor shall be automatically released from the Obligations to the extent (A) Parent and Merger Sub are validly released from such Obligations under the Merger Agreement or (B) Guarantor is validly released from such Obligations under this Limited Guarantee; (x) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, the Guarantor or any other Person interested in the transactions contemplated by the Merger Agreement; or (xi) any discharge of the Guarantor as a matter of Applicable Law (other than a discharge of the Guarantor as a result of payment of the Obligations in accordance with the terms of the Merger Agreement or as a result of defenses to the payment of the Obligations that would be available to Parent or Merger Sub under the Merger Agreement). To the fullest extent permitted by Applicable Law, the Guarantor hereby expressly waives (A) any and all rights or defenses arising by reason of any Applicable Law or otherwise which would otherwise require any election of remedies by the Guaranteed Party, (B) promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligations incurred and all other notices of any kind (except for notices to be provided to Parent or Merger Sub and their counsel in accordance with the Merger Agreement and/or any agreements entered into in connection therewith), all defenses that may be available by virtue of any valuation, stay, moratorium Applicable Law or other similar Applicable Law now or hereafter in effect, any right to require the marshalling of assets of any of Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud, bad faith or willful misconduct) and (C) any and all notice of the creation, renewal, extension or accrual of the Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. The Guarantor hereby acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

3

The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Subsidiaries and Affiliates not to, institute, any Proceeding arising under, or in connection with, the Guarantor Equity Commitment Letter or the Merger Agreement or the transactions contemplated hereby or thereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise), against the Guarantor or any other Parent Related Party (as defined below), except for claims that are Non-Prohibited Claims (as defined in the Guarantor Equity Commitment Letter) against such Person.

Subject to the first sentence of Section 1 hereof, the Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Parent Related Party or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guarantor’s Obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party or any of its Affiliates against any Parent Related Party or such other Person whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Parent Related Party or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Obligations (subject to the Cap and the other limitations set forth herein) shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations (subject to the Cap and the other limitations set forth herein), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations (subject to the Cap and the other limitations set forth herein), in accordance with the terms of the Merger Agreement and herewith, whether matured or unmatured, or to be held as collateral for the Obligations.

The Guarantor acknowledges and agrees that (i) the provisions of this Limited Guarantee are an integral and essential part of the transactions contemplated by the Merger Agreement and neither Parent or Merger Sub nor the Guaranteed Party would have entered into the Merger Agreement without the benefit of this Limited Guarantee and (ii) it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Nothing in this Limited Guarantee shall limit in any way the right of the Guaranteed Party to seek an injunction or injunctions or any other equitable relief under, and subject to the limitations in, Section 9.09 (Specific Performance) of the Merger Agreement.

4

4. No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Subject to and without limiting Section 9.04(h) (Fees and Expenses) of the Merger Agreement, each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Applicable Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time.

When pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall, subject to Section 1 hereof, be under no obligation to pursue such rights and remedies it may have against Parent or Merger Sub, their respective affiliates, or any other Person for the Guaranteed Obligations prior to pursuing such rights and remedies against the Guarantor hereunder, and any failure by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or Merger Sub or any such other Person shall not relieve the Guarantor of any liability hereunder.

5. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that:

(a) the Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;

(b) the Guarantor has all necessary and required organizational power, approval, and authority to execute and deliver this Limited Guarantee and to perform its obligations hereunder;

(c) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized by all necessary organizational action, and no other organizational proceedings on the part of the Guarantor are necessary to authorize this Limited Guarantee;

(d) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority by the Guarantor necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority by the Guarantor is required in connection with the execution, delivery or performance of this Limited Guarantee;

(e) this Limited Guarantee has been duly and validly executed and delivered by the Guarantor and, assuming due execution and delivery by the Guaranteed Party, constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity;

5

(f) the execution and delivery of this Limited Guarantee by the Guarantor does not, and the performance of this Limited Guarantee by the Guarantor will not, (i) conflict with or violate the organizational documents of the Guarantor, (ii) conflict with or violate any Law applicable to the Guarantor or by which any of its properties or assets is bound or affected, or (iii) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, any Contract or other instrument or obligation to which the Guarantor is a party or by which the Guarantor or any of its properties or assets is bound or affected, except, with respect to each of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay the Guarantor from performing its obligations under this Limited Guarantee; and

(g) the Guarantor has, and will continue to have for so long as this Limited Guarantee is in effect, the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Guarantor to fulfill the Obligations under this Limited Guarantee shall be available to the Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with the terms hereof.

6. Assignment. The rights and obligations under this Limited Guarantee may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other party. Notwithstanding the foregoing, the Guarantor may assign all or a portion of its rights, interests or the Obligations hereunder to one or more of its Affiliates; provided that no such assignment shall relieve the Guarantor of its obligations hereunder. Any assignment or delegation in breach of Section 5 (in respect of the representations and warranties deemed to be made as of the time of such assignment, delegation or transfer) or in violation of this Section 6 shall be null and void and of no force and effect.

7. Notices. All notices, requests, claims, demands and other communications under this Limited Guarantee shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service (with proof of delivery), or by email (provided no “bounce back” or similar message indicating non-delivery is received with respect thereto) to the respective parties hereto at the following coordinates (or at such other coordinates for a party as shall be specified in a notice given in accordance with this Section 7):

6

7

8. Continuing Guarantee. Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations (subject to the Cap) under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee automatically and immediately upon the earliest to occur of (i) the consummation of the Closing and the payment by Parent of all amounts required to be paid by it at the Closing under the Merger Agreement, (ii) payment in full of the Obligations (subject to the Cap), (iii) the valid termination of the Merger Agreement in accordance with its terms (A) by mutual consent of Parent and the Guaranteed Party or (B) under circumstances in which Parent would not be obligated to make any payment under the Merger Agreement, (iv) the valid termination of the Other Limited Guarantee other than following the satisfaction of all Obligations under the Other Limited Guarantee, (v) sixty (60) days following the valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would be obligated to make any payment under the Merger Agreement, unless (x) by such date the Guaranteed Party shall have made a claim in writing with respect to such Obligation during such sixty (60)-day period and (y) the Guaranteed Party shall have commenced a Proceeding during such sixty (60)-day period against the Guarantor or Parent alleging that Parent is liable for such Obligation, in which case, this Limited Guarantee shall terminate no later than the earlier of the final adjudication of such claim after which no further appeal may be taken or the written agreement of the parties to such Proceeding in settlement of such claim and terminating such Proceeding) and (vi) the termination of this Limited Guarantee by mutual written agreement of the Guarantor and the Guaranteed Party. Notwithstanding anything to the contrary, (I) in the event that the Guarantor becomes obligated to pay the amount described in clause (a)(i) of the first sentence of Section 1 of this Limited Guarantee and the Guarantor pays all such amount, then the Guarantor shall have no obligation to pay any amount pursuant to clause (a)(ii) of the first sentence of Section 1 of this Limited Guarantee; and (II) in the event that the Guarantor becomes obligated to pay the amount described in clause (a)(ii) of the first sentence of Section 1 of this Limited Guarantee and the Guarantor pays all such amount, then the Guarantor shall have no obligation to pay any amount pursuant to (a)(i) of the first sentence of Section 1 of this Limited Guarantee. Notwithstanding the foregoing or anything in this Limited Guarantee that may be deemed to the contrary, in the event that the Guaranteed Party or any of its Affiliates assert in any Proceeding (a) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (b) any theory of liability against the Guarantor or any Parent Related Party with respect to this Limited Guarantee, the Other Limited Guarantee (including, for the avoidance of doubt, that the Guarantor is liable for any amount owed pursuant to the Other Limited Guarantee), the Guarantor Equity Commitment Letter, the Other Equity Commitment Letter (as defined in the Guarantor Equity Commitment Letter), the Merger Agreement or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this clause (b), any claim that is a Non-

8

Prohibited Claim), then (A) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void and of no force or effect and (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments in full, and (C) neither the Guarantor nor any Parent Related Party shall have any liability to the Guaranteed Party or its Affiliates with respect to the transactions contemplated by the Merger Agreement under this Limited Guarantee or otherwise.

9. No Recourse. The Guaranteed Party acknowledges the separate corporate or entity existence of Parent and Merger Sub and that, as of the date hereof, each of Parent and Merger Sub’s sole assets (if any) are a de minimis amount of cash, and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith (including, without limitation, the Guarantor Equity Commitment Letter and the Merger Agreement), (i) in no event shall the Guaranteed Party or any of its Affiliates or any of their respective former, current and future directors, officers, employees, direct or indirect holder of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents and representatives seek any damages or any other recovery, judgment, or remedies of any kind, including consequential, indirect or punitive damages, against Parent and Merger Sub in excess of the Cap in connection with the Merger Agreement, the failure of the Merger to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any representations made or alleged to have been made in connection therewith, whether in equity or at law, in contract, in tort or otherwise, and (ii) notwithstanding the fact that the Guarantor is a limited partnership or other type of entity, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees that no Person has any right of recovery against, no recourse shall be had against and no personal liability shall attach to, the Guarantor, Parent and Merger Sub, or any of their or their respective Affiliates’ respective former, current or future directors, officers, employees, direct or indirect holder of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents, representatives or representatives of any of the foregoing (but not including Parent, Merger Sub, the Guarantor or the Other Guarantor, a “Parent Related Party” and together, the “Parent Related Parties”), including through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent and Merger Sub against any Parent Related Parties, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any Applicable Law, or otherwise, except for its rights to recover from the Guarantor (but not any other Person) under and to the extent provided in this Limited Guarantee and its rights to recover from the Other Guarantor under and to the extent provided in the Other Limited Guarantee, and subject to the other limitations described herein, including, for the avoidance of doubt, the Cap, and any other claims that are Non-Prohibited Claims solely against such Person; it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligation of the Guarantor or any of its successors or permitted assigns under this Limited Guarantee or any documents or instruments delivered in connection herewith or in respect of any oral or written representations made or alleged to have been made in connection herewith or for any claim (whether at law or in equity or in tort, contract or otherwise)

9

based on, in respect of, or by reason of such obligation or their creation. Except for any claims that are Non-Prohibited Claims against such Person, recourse against the Guarantor under this Limited Guarantee, subject to the limitations and conditions set forth herein, shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and any Parent Related Party in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee and the Merger Agreement, the failure of the Merger or the other transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any representations made or alleged to have been made in connection therewith, whether in equity or at Law, in Contract, in tort or otherwise. Notwithstanding anything to the contrary contained herein, nothing herein shall limit the rights of the Guaranteed Party in respect of the Non-Prohibited Claims. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent and Merger Sub to the Guaranteed Party or shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantor as expressly set forth herein.

10. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Limited Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules that would cause the application of law of any jurisdiction other than those of the State of Delaware.

(b) The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Limited Guarantee or the transactions contemplated by this Limited Guarantee shall be brought and determined exclusively in the Delaware Court of Chancery or, if that court does not have subject matter jurisdiction, the state or federal courts in the State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts in respect of any legal or equitable Proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated by this Limited Guarantee, or relating to enforcement of any of the terms of this Limited Guarantee, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Limited Guarantee or the transactions contemplated by this Limited Guarantee may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated by this Limited Guarantee shall be properly served or delivered if delivered in the manner contemplated by Section 9.01 (Notices) of the Merger Agreement or in any other manner permitted by law.

10

(c) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED BY THIS LIMITED GUARANTEE. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE 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 HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE AND THE TRANSACTIONS CONTEMPLATED BY THIS LIMITED GUARANTEE, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(c).

11. Entire Agreement; Amendments. This Limited Guarantee, the Guarantor Equity Commitment Letter and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, undertakings, discussions, negotiations and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Limited Guarantee may not be amended, and no provision hereof waived or modified, except by an instrument duly executed by each of the parties hereto.

12. Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee.

13. Counterparts. This Limited Guarantee may be executed in any number of counterparts (including by means of telecopied signature pages or electronic transmission, such as by electronic mail in “pdf” form or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com), with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Limited Guarantee. The parties irrevocably and unreservedly agree that this Limited Guarantee may be executed by way of electronic signatures and the parties agree that this Limited Guarantee, or any part hereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

[Remainder of this page intentionally left blank.]

11

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

EXHIBIT 16(b)(v)

CONFIDENTIAL

Execution Version

LIMITED GUARANTEE

OF

HUX INVESTMENT PTE. LTD.

LIMITED GUARANTEE, dated as of October 17, 2024 (this “Limited Guarantee”), by Hux Investment Pte. Ltd. (the “Guarantor”), in favor of Zuora, Inc., a Delaware corporation (the “Guaranteed Party”).

1. Limited Guarantee. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), Zodiac Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the Guaranteed Party, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual observance, performance and discharge of the payment obligations of Parent with respect to (a) either (i) the Parent Termination Fee when and only if such amounts become payable pursuant to Section 9.04(d) of the Merger Agreement or (ii) the Regulatory Termination Fee when and only if such amounts become payable pursuant to Section 9.04(e) of the Merger Agreement (provided that in no event shall the Guarantor’s maximum aggregate liability under this clause (ii) exceed $11,891,000) and (b) any Reimbursement Obligations or Enforcement Costs (which Reimbursement Obligations and Enforcement Costs shall not exceed the Expense Cap), in each case, subject to the limitations set forth in the Merger Agreement, including, without limitation, Section 9.04(h) thereof (clauses (a) and (b), collectively, the “Obligations”); provided, that in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed $49,867,000 (as such amount may be reduced pursuant to Section 6 of this Limited Guarantee in connection with an Equity Assignment on the terms and subject to the conditions of Section 6.17(a) of the Merger Agreement (including Section 6.17(a) of the Parent Disclosure Schedule), the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. Further, the Guaranteed Party hereby agrees that, to the extent Parent and Merger Sub are relieved of all or any portion of the Obligations by satisfaction thereof, pursuant to any agreement with the Guaranteed Party or otherwise (any such amount so relieved, the “Reduction Amount”), the Cap shall be reduced by an amount equal to the Reduction Amount. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate Proceeding against the Guarantor for the full amount of the Obligations (subject to the Cap), regardless of whether action is brought against Parent or Merger Sub or whether Parent or Merger Sub are joined in any such action, only so long as the Guaranteed Party also exercises its rights, in substantially the same manner and at substantially the same time, against Silver Lake Alpine II, L.P. (the “Other Guarantor”) pursuant to the other limited guarantee, dated as of the date hereof, of the Other Guarantor (the “Other Limited Guarantee”), if the Other Guarantor has not satisfied its obligations under, and subject to the terms and conditions of, the Other Limited Guarantee. Notwithstanding anything to the contrary contained in this Limited Guarantee or the Other Limited Guarantee, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited

Guarantee shall be several and not joint or joint and several and the Guarantor shall not have any liability in respect of the amounts that may be payable pursuant to the Other Limited Guarantee. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay any amount to the Guaranteed Party or any other Person under, in respect of, or in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth herein. Any obligation of the Guarantor with respect to the Obligation shall be funded no later than 14 days following such final and non-appealable determination of the Obligations, in accordance with and subject to the terms and conditions of this Limited Guarantee and the Merger Agreement, by a court of competent jurisdiction. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if (i) the Guarantor asserts in any Proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such Proceeding as determined by a final, non-appealable judgment, or (ii) the Guarantor fails or refuses to make any payments to the Guaranteed Party hereunder if and when due and payable and it is determined by final, non-appealable judgment that the Guarantor is required to make such payment hereunder; provided that, in each case of clauses (i) and (ii), in no event shall (A) shall the maximum aggregate liability of the Guarantor under this Limited Guarantee for such expenses pursuant to the foregoing clause (i) and clause (ii) exceed 47% of the Expense Cap and (B) the maximum aggregate liability of the Guarantor under this Limited Guarantee, including any amounts payable pursuant to the foregoing clause (i) and clause (ii), exceed the Cap.

2. Nature of Limited Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligation is rescinded or must otherwise be returned for any reason whatsoever (other than in connection with the valid termination of the Guarantor’s obligations in accordance with Section 8 hereof or in other circumstances where the Guarantor is not liable to make such payment), the Guarantor shall remain liable hereunder with respect to such Obligation (subject to the terms and conditions hereof) as if such payment had not been made. This Limited Guarantee is an absolute, unconditional and irrevocable guarantee of payment and not of collection. Notwithstanding any other provision of this Limited Guarantee, the Guaranteed Party hereby agrees that the Guarantor may assert, as a defense to any payment or performance by the Guarantor under this Limited Guarantee, any defense to such payment or performance that Parent and Merger Sub may have under the terms of the Merger Agreement, other than defenses arising from bankruptcy or insolvency of Parent and Merger Sub. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship.

3. Changes in the Obligations; Certain Waivers. The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Obligations, and may also enter into any agreement with any of Parent and Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise,

2

discharge or release thereof, in whole or in part, or for any modification of the terms of the Merger Agreement or of any agreement between the Guaranteed Party and any of Parent and Merger Sub or any such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee, only so long as the Guaranteed Party also takes similar action, in substantially the same manner and at substantially the same time, with respect to the Other Limited Guarantee and, if the Guaranteed Party takes any action reference in this sentence with respect to the Other Limited Guarantee, it shall also take similar action, in substantially the same manner and at substantially the same time, with respect to this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder are absolute, unconditional and irrevocable and continuing, and shall not be released or discharged, in whole or in part, or otherwise affected by: (i) any amendment, extension, waiver, rescission or other modification of, or failure of the Guaranteed Party to enforce any right or remedy under, any of the Merger Agreement or the Obligations (with or without notice to the Guarantor) or the Equity Commitment Letter to which the Guarantor is a party (the “Guarantor Equity Commitment Letter”); (ii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; (iii) any change in the legal existence, structure or ownership of Parent, Merger Sub or the Guarantor or any other Person or any insolvency, bankruptcy, liquidation, reorganization (or similar event) of or relating to the Guarantor, Parent, Merger Sub, the Guaranteed Party or any other person; (iv) any default by Parent or Merger Sub under the Merger Agreement; (v) any incapacity, lack of authority or limitation of status or power of Parent or Merger Sub, or any defect in the formation of Parent or Merger Sub; (vii) any change in Law of any jurisdiction; (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligations; (ix) the addition, substitution or release of any Person to or from this Limited Guarantee, the Merger Agreement, the Guarantor Equity Commitment Letter or any related agreement or document or any Person interested in the transactions contemplated by the Merger Agreement, provided that Guarantor shall be automatically released from the Obligations to the extent (A) Parent and Merger Sub are validly released from such Obligations under the Merger Agreement or (B) Guarantor is validly released from such Obligations under this Limited Guarantee; (x) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, the Guarantor or any other Person interested in the transactions contemplated by the Merger Agreement; or (xi) any discharge of the Guarantor as a matter of Applicable Law (other than a discharge of the Guarantor as a result of payment of the Obligations in accordance with the terms of the Merger Agreement or as a result of defenses to the payment of the Obligations that would be available to Parent or Merger Sub under the Merger Agreement). To the fullest extent permitted by Applicable Law, the Guarantor hereby expressly waives (A) any and all rights or defenses arising by reason of any Applicable Law or otherwise which would otherwise require any election of remedies by the Guaranteed Party, (B) promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligations incurred and all other notices of any kind (except for notices to be provided to Parent or Merger Sub and their counsel in accordance with the Merger Agreement and/or any agreements entered into in connection therewith), all defenses that may be available by virtue of any valuation, stay, moratorium Applicable Law or other similar Applicable Law now or hereafter in effect, any right to require the marshalling of assets of any of Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally

3

(other than fraud, bad faith or willful misconduct) and (C) any and all notice of the creation, renewal, extension or accrual of the Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. The Guarantor hereby acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Subsidiaries and Affiliates not to, institute, any Proceeding arising under, or in connection with, the Guarantor Equity Commitment Letter or the Merger Agreement or the transactions contemplated hereby or thereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise), against the Guarantor or any other Parent Related Party (as defined below), except for claims that are Non-Prohibited Claims (as defined in the Guarantor Equity Commitment Letter) against such Person.

Subject to the first sentence of Section 1 hereof, the Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Parent Related Party or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guarantor’s Obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party or any of its Affiliates against any Parent Related Party or such other Person whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Parent Related Party or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Obligations (subject to the Cap and the other limitations set forth herein) shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations (subject to the Cap and the other limitations set forth herein), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations (subject to the Cap and the other limitations set forth herein), in accordance with the terms of the Merger Agreement and herewith, whether matured or unmatured, or to be held as collateral for the Obligations.

The Guarantor acknowledges and agrees that (i) the provisions of this Limited Guarantee are an integral and essential part of the transactions contemplated by the Merger Agreement and neither Parent or Merger Sub nor the Guaranteed Party would have entered into the Merger Agreement without the benefit of this Limited Guarantee and (ii) it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Nothing in this Limited Guarantee shall limit in any way the right of the Guaranteed Party to seek an injunction or injunctions or any other equitable relief under, and subject to the limitations in, Section 9.09 (Specific Performance) of the Merger Agreement.

4

4. No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Subject to and without limiting Section 9.04(h) (Fees and Expenses) of the Merger Agreement, each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Applicable Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time.

When pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall, subject to Section 1 hereof, be under no obligation to pursue such rights and remedies it may have against Parent or Merger Sub, their respective affiliates, or any other Person for the Guaranteed Obligations prior to pursuing such rights and remedies against the Guarantor hereunder, and any failure by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or Merger Sub or any such other Person shall not relieve the Guarantor of any liability hereunder.

5. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that:

(a) the Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;

(b) the Guarantor has all necessary and required organizational power, approval, and authority to execute and deliver this Limited Guarantee and to perform its obligations hereunder;

(c) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized by all necessary organizational action, and no other organizational proceedings on the part of the Guarantor are necessary to authorize this Limited Guarantee;

(d) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority by the Guarantor necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority by the Guarantor is required in connection with the execution, delivery or performance of this Limited Guarantee;

(e) this Limited Guarantee has been duly and validly executed and delivered by the Guarantor and, assuming due execution and delivery by the Guaranteed Party, constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity;

5

(f) the execution and delivery of this Limited Guarantee by the Guarantor does not, and the performance of this Limited Guarantee by the Guarantor will not, (i) conflict with or violate the organizational documents of the Guarantor, (ii) conflict with or violate any Law applicable to the Guarantor or by which any of its properties or assets is bound or affected, or (iii) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, any Contract or other instrument or obligation to which the Guarantor is a party or by which the Guarantor or any of its properties or assets is bound or affected, except, with respect to each of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay the Guarantor from performing its obligations under this Limited Guarantee; and

(g) the Guarantor (i) has, and will continue to have for so long as this Limited Guarantee is in effect, the financial capacity to pay and perform its obligations under this Limited Guarantee, and (ii) will have at such time as Guarantor is obligated to pay and perform its obligations under this Limited Guarantee, all funds necessary for the Guarantor to fulfill the Obligations under this Limited Guarantee.

6. Assignment. The rights and obligations under this Limited Guarantee may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other party. Notwithstanding the foregoing, (a) the Guarantor may assign all or a portion of its rights, interests or the Obligations hereunder to one or more of its Affiliates; provided that no such assignment shall relieve the Guarantor of its obligations hereunder, and (b) the Guarantor may assign all or a portion of its obligations hereunder (the “Assigned Guarantee”) to one or more third parties (each, an “Assigned Investor”) in connection with an Equity Assignment on the terms and subject to the conditions of Section 6.17(a) of the Merger Agreement (including Section 6.17(a) of the Parent Disclosure Schedule) and upon such assignment, notwithstanding anything to the contrary in this Limited Guarantee, the obligations of the Guarantor hereunder (and the “Obligations” and “Cap” of the Guarantor) shall be reduced dollar for dollar to the extent of the amount of such obligations assumed by such Assigned Investor; provided that such Assigned Investor shall enter into a separate limited guarantee with the Guaranteed Party on terms no less favorable to the Guaranteed Party as contained herein with respect to such assigned obligations. Any assignment or delegation in breach of Section 5 (in respect of the representations and warranties deemed to be made as of the time of such assignment, delegation or transfer) or in violation of this Section 6 shall be null and void and of no force and effect.

7. Notices. All notices, requests, claims, demands and other communications under this Limited Guarantee shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service (with proof of delivery), or by email (provided no “bounce back” or similar message indicating non-delivery is received with respect thereto) to the respective parties hereto at the following coordinates (or at such other coordinates for a party as shall be specified in a notice given in accordance with this Section 7):

6

7

8. Continuing Guarantee. Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations (subject to the Cap) under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee automatically and immediately upon the earliest to occur of (i) the consummation of the Closing and the payment by Parent of all amounts required to be paid by it at the Closing under the Merger Agreement, (ii) payment in full of the Obligations (subject to the Cap), (iii) the valid termination of the Merger Agreement in accordance with its terms (A) by mutual consent of Parent and the Guaranteed Party or (B) under circumstances in which Parent would not be obligated to make any payment under the Merger Agreement, (iv) the valid termination of the Other Limited Guarantee other than following the satisfaction of all Obligations under the Other Limited Guarantee, (v) sixty (60) days following the valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would be obligated to make any payment under the Merger Agreement, unless (x) by such date the Guaranteed Party shall have made a claim in writing with respect to such Obligation during such sixty (60)-day period and (y) the Guaranteed Party shall have commenced a Proceeding during such sixty (60)-day period against the Guarantor or Parent alleging that Parent is liable for such Obligation, in which case, this Limited Guarantee shall terminate no later than the earlier of the final adjudication of such claim after which no further appeal may be taken or the written agreement of the parties to such Proceeding in settlement of such claim and terminating such Proceeding) and (vi) the termination of this Limited Guarantee by mutual written agreement of the Guarantor and the Guaranteed Party. Notwithstanding anything to the contrary, (I) in the event that the Guarantor becomes obligated to pay the amount described in clause (a)(i) of the first sentence of Section 1 of this Limited Guarantee and the Guarantor pays all such amount, then the Guarantor shall have no obligation to pay any amount pursuant to clause (a)(ii) of the first sentence of Section 1 of this Limited Guarantee; and (II) in the event that the Guarantor becomes obligated to pay the amount described in clause (a)(ii) of the first sentence of Section 1 of this Limited Guarantee and the Guarantor pays all such amount, then the Guarantor shall have no obligation to pay any amount pursuant to (a)(i) of the first sentence of Section 1 of this Limited Guarantee. Notwithstanding the foregoing or anything in this Limited Guarantee that may be deemed to the contrary, in the event that the Guaranteed Party or any of its Affiliates assert in any Proceeding (a) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (b) any theory of liability against the Guarantor or any Parent Related Party with respect to this Limited Guarantee, the Other Limited Guarantee (including, for the avoidance of doubt, that the Guarantor is liable for any amount owed pursuant to the Other Limited Guarantee), the Guarantor Equity Commitment Letter, the Other Equity Commitment Letter (as defined in the Guarantor Equity Commitment Letter), the Merger Agreement or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this clause (b), any claim that is a Non-Prohibited Claim), then (A) the obligations of the Guarantor under this Limited Guarantee shall

8

terminate ab initio and be null and void and of no force or effect and (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments in full, and (C) neither the Guarantor nor any Parent Related Party shall have any liability to the Guaranteed Party or its Affiliates with respect to the transactions contemplated by the Merger Agreement under this Limited Guarantee or otherwise.

9. No Recourse. The Guaranteed Party acknowledges the separate corporate or entity existence of Parent and Merger Sub and that, as of the date hereof, each of Parent and Merger Sub’s sole assets (if any) are a de minimis amount of cash, and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith (including, without limitation, the Guarantor Equity Commitment Letter and the Merger Agreement), (i) in no event shall the Guaranteed Party or any of its Affiliates or any of their respective former, current and future directors, officers, employees, direct or indirect holder of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents and representatives seek any damages or any other recovery, judgment, or remedies of any kind, including consequential, indirect or punitive damages, against Parent and Merger Sub in excess of the Cap in connection with the Merger Agreement, the failure of the Merger to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any representations made or alleged to have been made in connection therewith, whether in equity or at law, in contract, in tort or otherwise, and (ii) notwithstanding the fact that the Guarantor is a limited partnership or other type of entity, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees that no Person has any right of recovery against, no recourse shall be had against and no personal liability shall attach to, the Guarantor, Parent and Merger Sub, or any of their or their respective Affiliates’ respective former, current or future directors, officers, employees, direct or indirect holder of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents, representatives or representatives of any of the foregoing (but not including Parent, Merger Sub, the Guarantor or the Other Guarantor, a “Parent Related Party” and together, the “Parent Related Parties”), including through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent and Merger Sub against any Parent Related Parties, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any Applicable Law, or otherwise, except for its rights to recover from the Guarantor (but not any other Person) under and to the extent provided in this Limited Guarantee and its rights to recover from the Other Guarantor under and to the extent provided in the Other Limited Guarantee, and subject to the other limitations described herein, including, for the avoidance of doubt, the Cap, and any other claims that are Non-Prohibited Claims solely against such Person; it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligation of the Guarantor or any of its successors or permitted assigns under this Limited Guarantee or any documents or instruments delivered in connection herewith or in respect of any oral or written representations made or alleged to have been made in connection herewith or for any claim (whether at law or in equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligation or their creation. Except for any claims

9

that are Non-Prohibited Claims against such Person, recourse against the Guarantor under this Limited Guarantee, subject to the limitations and conditions set forth herein, shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and any Parent Related Party in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee and the Merger Agreement, the failure of the Merger or the other transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any representations made or alleged to have been made in connection therewith, whether in equity or at Law, in Contract, in tort or otherwise. Notwithstanding anything to the contrary contained herein, nothing herein shall limit the rights of the Guaranteed Party in respect of the Non-Prohibited Claims. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent and Merger Sub to the Guaranteed Party or shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantor as expressly set forth herein.

10. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Limited Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules that would cause the application of law of any jurisdiction other than those of the State of Delaware.

(b) The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Limited Guarantee or the transactions contemplated by this Limited Guarantee shall be brought and determined exclusively in the Delaware Court of Chancery or, if that court does not have subject matter jurisdiction, the state or federal courts in the State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts in respect of any legal or equitable Proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated by this Limited Guarantee, or relating to enforcement of any of the terms of this Limited Guarantee, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Limited Guarantee or the transactions contemplated by this Limited Guarantee may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated by this Limited Guarantee shall be properly served or delivered if delivered in the manner contemplated by Section 9.01 (Notices) of the Merger Agreement or in any other manner permitted by law.

(c) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED BY THIS LIMITED GUARANTEE. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE,

10

AGENT OR ATTORNEY OF THE 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 HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE AND THE TRANSACTIONS CONTEMPLATED BY THIS LIMITED GUARANTEE, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(c).

11. Entire Agreement; Amendments. This Limited Guarantee, the Guarantor Equity Commitment Letter and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, undertakings, discussions, negotiations and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Limited Guarantee may not be amended, and no provision hereof waived or modified, except by an instrument duly executed by each of the parties hereto.

12. Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee.

13. Counterparts. This Limited Guarantee may be executed in any number of counterparts (including by means of telecopied signature pages or electronic transmission, such as by electronic mail in “pdf” form or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com), with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Limited Guarantee. The parties irrevocably and unreservedly agree that this Limited Guarantee may be executed by way of electronic signatures and the parties agree that this Limited Guarantee, or any part hereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

14. Waiver of Sovereign Immunity. To the extent permitted by Applicable Law, if the Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any Proceeding, from jurisdiction of any court of from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, the Guarantor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this letter agreement or the transactions contemplated hereby.

[Remainder of this page intentionally left blank.]

11

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

Exhibit 16(f)

§ 262. Appraisal rights.

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository; the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person; and the word “person” means any individual, corporation, partnership, unincorporated association or other entity.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation in a merger, consolidation, conversion, transfer, domestication or continuance to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title (other than, in each case and solely with respect to a converted or domesticated corporation, a merger, consolidation, conversion, transfer, domestication or continuance authorized pursuant to and in accordance with the provisions of § 265 or § 388 of this title):

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders, or at the record date fixed to determine the stockholders entitled to consent pursuant to § 228 of this title, to act upon the agreement of merger or consolidation or the resolution providing for the conversion, transfer, domestication or continuance (or, in the case of a merger pursuant to § 251(h) of this title, as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation if the holders thereof are required by the terms of an agreement of merger or consolidation, or by the terms of a resolution providing for conversion, transfer, domestication or continuance, pursuant to § 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or of the converted entity or the entity resulting from a transfer, domestication or continuance if such entity is a corporation as a result of the conversion, transfer, domestication or continuance, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger, consolidation, conversion, transfer, domestication or continuance will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(4) [Repealed.]

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation, the sale of all or substantially all of the assets of the corporation or a conversion effected pursuant to § 266 of this title or a transfer, domestication or continuance effected pursuant to § 390 of this title. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger, consolidation, conversion, transfer, domestication or continuance for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations or the converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and, § 114 of this title, if applicable) may be accessed without subscription or cost. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger, consolidation, conversion, transfer, domestication or continuance, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger, consolidation, conversion, transfer, domestication or continuance shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity shall notify each stockholder of each constituent or converting, transferring, domesticating or continuing corporation who has complied with this subsection and has not voted in favor of or consented to the merger, consolidation, conversion, transfer, domestication or continuance, and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section, of the date that the merger, consolidation or conversion has become effective; or

(2) If the merger, consolidation, conversion, transfer, domestication or continuance was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent, converting, transferring, domesticating or continuing corporation before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, or the surviving, resulting or converted entity within 10 days after such effective date, shall notify each stockholder of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation who is entitled to appraisal rights of the approval of the merger, consolidation, conversion, transfer, domestication or continuance and that appraisal rights are available for any or all shares of such class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting, transferring, domesticating or continuing corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and § 114 of this title, if applicable) may be accessed without subscription or cost. Such notice may, and, if given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, shall, also notify such stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case

of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving, resulting or converted entity the appraisal of such holder’s shares; provided that a demand may be delivered to such entity by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs such entity of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, either (i) each such constituent corporation or the converting, transferring, domesticating or continuing corporation shall send a second notice before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance notifying each of the holders of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation that are entitled to appraisal rights of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance or (ii) the surviving, resulting or converted entity shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation or entity that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation or the converting, transferring, domesticating or continuing corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(3) Notwithstanding subsection (a) of this section (but subject to this paragraph (d)(3)), a beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with either paragraph (d)(1) or (2) of this section, as applicable; provided that (i) such beneficial owner continuously owns such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of this section and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the surviving, resulting or converted entity hereunder and to be set forth on the verified list required by subsection (f) of this section.

(e) Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity, or any person who has complied with subsections (a) and (d) of this section and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance. Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person who has complied with the requirements of subsections (a) and (d) of this section, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the surviving, resulting or converted entity a statement setting forth the aggregate number of shares not voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance (or, in the case of a merger approved pursuant to § 251(h) of this title, the

aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2) of this title)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to paragraph (d)(3) of this section, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement shall be given to the person within 10 days after such person’s request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section, whichever is later.

(f) Upon the filing of any such petition by any person other than the surviving, resulting or converted entity, service of a copy thereof shall be made upon such entity, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by such entity. If the petition shall be filed by the surviving, resulting or converted entity, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving, resulting or converted entity and to the persons shown on the list at the addresses therein stated. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving, resulting or converted entity.

(g) At the hearing on such petition, the Court shall determine the persons who have complied with this section and who have become entitled to appraisal rights. The Court may require the persons who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Court may dismiss the proceedings as to such person. If immediately before the merger, consolidation, conversion, transfer, domestication or continuance the shares of the class or series of stock of the constituent, converting, transferring, domesticating or continuing corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger, consolidation, conversion, transfer, domestication or continuance for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

(h) After the Court determines the persons entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, consolidation, conversion, transfer, domestication or continuance, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger, consolidation, conversion, transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving, resulting or converted entity may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving, resulting or converted entity or by any person entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving, resulting or converted entity to the persons entitled thereto. Payment shall be so made to each such person upon such terms and conditions as the Court may order. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving, resulting or converted entity be an entity of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section who participated in the proceeding and incurred expenses in connection therewith, the Court may order all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of this section or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of this section.

(k) Subject to the remainder of this subsection, from and after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, no person who has demanded appraisal rights with respect to some or all of such person’s shares as provided in subsection (d) of this section shall be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger, consolidation, conversion, transfer, domestication or continuance). If a person who has made a demand for an appraisal in accordance with this section shall deliver to the surviving, resulting or converted entity a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares in accordance with subsection (e) of this section, either within 60 days after such effective date or thereafter with the written approval of the corporation, then the right of such person to an appraisal of the shares subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery shall not be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under subsection (j) of this section; provided, however that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, as set forth in subsection (e) of this section. If a petition for an appraisal is not filed within the time provided in subsection (e) of this section, the right to appraisal with respect to all shares shall cease.

(l) The shares or other equity interests of the surviving, resulting or converted entity to which the shares of stock subject to appraisal under this section would have otherwise converted but for an appraisal demand made in accordance with this section shall have the status of authorized but not outstanding shares of stock or other equity interests of the surviving, resulting or converted entity, unless and until the person that has demanded appraisal is no longer entitled to appraisal pursuant to this section.