without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, Persons other than the Parties may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date hereof or as of any other date.

7.18       Specific Performance. The Parties agree and stipulate that irreparable damage, for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the Parties fail to take any action required of them hereunder to consummate the transactions contemplated by this Agreement. It is accordingly agreed that the Parties will be entitled to equitable relief, without proof of actual damages, including an injunction or injunctions, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement and to enforce specifically the terms of this Agreement (including an order sought by the Sellers’ Representative to cause Buyer and Merger Sub to consummate the Merger and the other transactions contemplated hereby at Closing), in addition to any other remedy to which they are entitled at law or in equity for any such breach or threatened breach or termination. Each Party further acknowledges and agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section ‎7.18 and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

7.19       No Partnership Created. In no event will this Agreement be deemed to create a partnership between the Company or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, and in no event will any fiduciary or similar duty be deemed owed by the Company or any of its Affiliates to Buyer or any of its Affiliates.

7.20       Deliveries. For purposes of this Agreement, if a Company Entity or a Person acting on their behalf posts a document to any online data room hosted on behalf of the Company by Datasite or any other third-party twenty four hours prior to the date hereof and accessible by Buyer and its Representatives, such document will be deemed to have been “delivered,” “furnished” or “made available” (or any phrase of similar import) to Buyer and its Representatives.

7.21       Non-Recourse. This Agreement may only be enforced against, and any claim or suit based on, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement may only be brought against, the named Parties to this Agreement and then only with respect to the specific obligations set forth herein with respect to the named Parties to this Agreement. No Person who is not a named party to this Agreement, including any past, present or future director, manager, officer, employee, incorporator, member, partner, direct or indirect equityholder, Affiliate or Representative of Buyer, Merger Sub, the Company, the Company Entities or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to any other Person resulting from (nor will any other Person have any claim with respect to) (i) the distribution to Buyer, Merger Sub or their Representatives or Buyer’s, Merger Sub’s or their Representatives’ use of or reliance on any information, documents, projections, forecasts or other material made available to Buyer or Merger Sub in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement or (ii) any claim based on, in respect of or by reason of the sale and purchase of the Company Entities, including any alleged non-disclosure or misrepresentations made by any such Persons or other Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any such Persons.

7.22       Recitals. The Recitals to this Agreement are hereby incorporated as material provisions of this Agreement as if restated in full herein.

7.23       Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

Article 8

DEFINITIONS

“Accounting Principles” means the accounting principles set forth on Exhibit G.

“Additional Consideration” the amounts payable, if any, in respect of such Company Securities upon disbursement of (i) the purchase price adjustment pursuant to the terms of Section ‎1.12 (including any release from the Purchase Price Adjustment Escrow Account) and (ii) the Sellers’ Representative Expense Fund pursuant to the terms of Section ‎7.2.

“Adjustment Amount” has the meaning set forth in Section ‎1.12(f).

“Adjustment Calculation Time” means 11:59 p.m. local time in New York, New York, on the day immediately prior to the Effective Time.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such Person.

“Affiliated Group” means, with respect to any particular Person, an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or non-U.S. income Tax Law) of which such Person is or has been a member.

“Aggregate Closing Consideration” means (i) the Base Purchase Price, plus (ii) the Closing Cash, minus (iii) the Closing Indebtedness, minus (iv) the Unpaid Sellers’ Transaction Expenses, plus (v) the Closing Net Working Capital Surplus (if any), minus (vi) the Closing Net Working Capital Deficit (if any), minus (vii) the Sellers’ Representative Expense Fund.

“Agreement” has the meaning set forth in the preamble.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and all other applicable anti-corruption laws.

“Antitrust Law” means the Sherman Act, 15 U.S.C. §§ 1-7, as amended; the Clayton Act, 15 U.S.C. §§ 12-27, 29 U.S.C. §§ 52-53, as amended; the HSR Act; the Federal Trade Commission Act, 15 U.S.C. §§ 41-58, as amended; and all other federal, state and non-U.S. Laws, Orders and administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

“Arbiter” has the meaning set forth in Section ‎1.12(e).

“Base Purchase Price” means (i) $875,000,000 minus (ii) the Rollover Amount.

“Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks located in New York, New York are closed for business as a result of a federal, state or local holiday.

“Buyer” has the meaning set forth in the preamble.

“Buyer Parties” means Buyer, Merger Sub and their respective Affiliates (including, solely after the Closing, the Company Entities) and each of their respective former, current or future Affiliates, officers, directors, employees, partners, members, direct or indirect equityholders, direct or indirect controlling or controlled persons, Representatives, successors and permitted assigns.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136).

“Cash” means, all cash and cash equivalents (but, for the avoidance of doubt, excluding any marketable securities) of the Company Entities, in each case, as determined in accordance with the Accounting Principles. For purposes of clarity and without duplication, Cash shall (a) be increased for (i) checks received by the Company Entities prior to the Adjustment Calculation Time and (ii) wire transfers, ACH transfers and other electronic payments to the Company Entities initiated prior to the Adjustment Calculation Time, in each case, unless the receivables associated with such checks, transfers or payments are included as current assets in Closing Net Working Capital, and (b) be reduced for checks issued by the Company Group but not cleared as of the Adjustment Calculation Time, unless the payables associated with such checks are included as current liabilities in Closing Net Working Capital.

“Certificate of Merger” has the meaning set forth in Section ‎1.2.

“Closing” has the meaning set forth in Section ‎1.2.

“Closing Cash” means, without duplication, the aggregate amount of Cash as of the Adjustment Calculation Time.

“Closing Date” has the meaning set forth in Section ‎1.2.

“Closing Indebtedness” means the amount of Indebtedness as of the Adjustment Calculation Time.

“Closing Net Working Capital” means Net Working Capital as of the Adjustment Calculation Time.

“Closing Net Working Capital Deficit” means if Net Working Capital as of the Adjustment Calculation Time is less than the Target Net Working Capital, an amount equal to the absolute value of the Target Net Working Capital minus such Net Working Capital.

“Closing Net Working Capital Surplus” means if Net Working Capital as of the Adjustment Calculation Time is greater than the Target Net Working Capital, an amount equal to the absolute value of such Net Working Capital minus the Target Net Working Capital.

“Closing Option Amount” has the meaning set forth in Section ‎1.7(c).

“Closing Repaid Indebtedness” has the meaning set forth in Section ‎1.11.

“Closing Statement” has the meaning set forth in Section ‎1.12(c).

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

“Company” has the meaning set forth in the preamble.

“Company Entities” means the Company and each of its Subsidiaries.

“Company Intellectual Property” means all Intellectual Property owned by or licensed to any of the Company Entities or for which any Company Entity has obtained a covenant not to be sued.

“Company Material Adverse Effect” means any event, change, occurrence or effect (collectively, “Events”) that, individually or in the aggregate, has had or would reasonably be expected to have a material and adverse effect on (x) the business, financial condition or operating results of the Company Entities taken as a whole or (y) the Company’s ability to consummate the Closing; provided that, in the case of the foregoing clause (x), no adverse Events to the extent arising from or relating to any of the following will be deemed to constitute or will be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) general business, industry or economic conditions, including such conditions related to the business of the Company Entities or the industry in which the Company Entities operate, (ii) national or international political or social conditions (including social unrest), (iii) changes in financial, capital, banking or securities markets in the United States or any other country, (iv) any “act of God,” including weather, natural disasters, any earthquake, hurricane, tsunami, tornado, flood, mudslide, fire or other disaster, change in weather, meteorological conditions or climate, or any other force majeure event, (v) any epidemic, pandemic or disease outbreak (including COVID-19), or any law providing for business closures, “sheltering-in-place,” social distancing or other restrictions that relate to, or arise out of, such epidemic, pandemic or disease outbreak (including COVID-19) or any such law or interpretation thereof following the date hereof, (vi) changes in GAAP or interpretations thereof, (vii) the taking of any action expressly required to be taken by this Agreement, (viii) changes in Law or interpretations thereof, (viii) the announcement or execution of this Agreement or the transactions contemplated by this Agreement, the pendency thereof or the identity, nature or ownership of Buyer (it being understood and agreed that the foregoing shall not apply with respect to any representation or warranty that is intended to address the consequences of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby), (ix) any failure, in and of itself, of any of the Company Entities to meet or achieve any projections, forecasts, estimates, plans, predictions, performance metrics or operating statistics or the inputs into such items (whether or not shared with Buyer or its Affiliates or Representatives); provided that this clause (ix) will not prevent a determination that any Event underlying such failure to meet projections or forecasts has resulted in a Company Material Adverse Effect (to the extent such Event is not otherwise excluded from this definition of Company Material Adverse Effect), (x) actions taken or omitted at the written request of Buyer, (xi) actions not taken due to the failure of Buyer to give its prior written consent to any of the actions restricted by Section ‎5.1, (xii) Buyer’s compliance with its obligations under Section ‎5.8 or the application of Antitrust Laws (including any litigation or other action or order arising under such laws) to the transactions contemplated hereby; provided, however, that if any Event described in clauses (i) through (vi) has a disproportionate effect on the Company Entities, taken as a whole, relative to other participants within the industry in which the Company Entities operate, the disproportionate impact thereof shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect.

“Company Material Contracts” has the meaning set forth in Section ‎3.9.

“Company Options” means options to purchase Company Shares granted under the Company Amended and Restated 2018 Equity Incentive Plan.

“Company Owned Intellectual Property” means any and all Intellectual Property owned, or purported to be owned, by any of the Company Entities.

“Company Equityholders” means the holders of Company Securities.

“Company Securities” has the meaning set forth in Section ‎3.3(a).

“Company Shareholders” means the holders of Company Shares.

“Company Shares” means shares of common stock and Series A and Series B preferred stock, each with a par value $.001 per share, of the Company.

“Confidentiality Agreement” means the Confidentiality Agreement, by and between the Company and Buyer, dated as of August 13, 2019.

“Contract” means any written or oral agreement, contract, subcontract, lease, instrument, or other legally binding commitment including any exhibits, annexes, appendices or attachments thereto, and any amendments, modifications, supplements, extension or renewals thereto.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or derivatives thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, Order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19).

“Credit Facility” means the Term Loan Agreement, dated as of February 12, 2020, by and among the Company, CRG Servicing LLC and the other parties thereto.

“D&O Indemnified Parties” has the meaning set forth in Section ‎5.10(a).

“Disclosure Schedules” means the Disclosure Schedules delivered to Buyer by the Company on the date of this Agreement.

“Distribution Schedule” means a schedule setting forth the following information: (i) each Company Equityholder’s name, address and email address, (ii) the number of Company Securities held as of immediately prior to the Effective Time by such Company Equityholder and (iii) with respect to the Company Equityholders, the manner in which the (A) Estimated Aggregate Closing Consideration and (B) any Additional Consideration are, in each case, to be allocated among the Company Equityholders, which, for the avoidance of doubt, will be prepared in accordance with the Organizational Documents of the Company.

“DGCL” has the meaning set forth in the Recitals.

“Effective Time” has the meaning set forth in Section ‎1.2.

“Employee Benefit Plan” means each (a) “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), (b) individual employment, consulting, severance, change in control, retention or transaction bonus plan, agreement or arrangement and (c) each other material employee benefit plan, program or arrangement, in each case (i) that is maintained, sponsored or contributed to by the Company

or any other Company Entity on behalf of its current or former Service Providers or (ii) for which the Company or any other Company Entity has any liability, in each case excluding any plan, program or arrangement that is maintained or administered by a Governmental Authority.

“Environmental Laws” means any applicable Law concerning human health or safety, pollution or protection of the environment, or any pollutants, contaminants, wastes, chemicals, or any other toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agent” means U.S. Bank, N.A., as the Escrow Agent under the Escrow Agreement.

“Escrow Agreement” means the Escrow Agreement, substantially in the form attached hereto as Exhibit E, with such changes as reasonably requested by the Escrow Agent, to be entered into at the Closing by Buyer, the Sellers’ Representative and the Escrow Agent.

“Estimated Aggregate Closing Consideration” has the meaning set forth in Section ‎1.12(a).

“Estimated Closing Cash” has the meaning set forth in Section ‎1.12(a).

“Estimated Closing Indebtedness” has the meaning set forth in Section ‎1.12(a).

“Estimated Closing Statement” has the meaning set forth in Section ‎1.12(a).

“Estimated Unpaid Sellers’ Transaction Expenses” has the meaning set forth in Section ‎1.12(a).

“Events” has the meaning set forth in the definition of “Company Material Adverse Effect.”

“Excess Amount” has the meaning set forth in Section ‎1.12(g).

“FDA” means the United States Food and Drug Administration.

“Fraud” means the common law liability for actual fraud, as finally determined by a court of competent jurisdiction, in the making of a specific representation or warranty expressly set forth in ‎Article 3 or ‎Article 4, as applicable, willfully and knowingly committed by the Party making such express representation or warranty with the specific intent to deceive and mislead another Party.

“Fundamental Representations” means the representations and warranties set forth in Section ‎3.1, Section ‎3.2(a), Section ‎3.3(a) and Section ‎3.4(a).

“GAAP” means United States generally accepted accounting principles.

“Governmental Authority” means any: (a) domestic or non-U.S. nation, state, commonwealth, province, territory, county, municipality, district or other legal jurisdiction; (b) federal, state, local, municipal, non-U.S. or other government; (c) domestic or non-U.S. governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit or body (accreditation or otherwise)); or (d) any court, tribunal, arbitrator or other arbitral body (public or private).

“Governmental Health Program” means any federal healthcare program as defined in 42 U.S.C. § 1320a-7b(f), including Medicare, Medicaid, TRICARE, CHAMPVA, and state healthcare programs (as defined therein).

“Government Official” means any public or elected official or officer, employee (regardless of rank), or person acting on behalf of a national, provincial, or local government, including a department, agency, instrumentality, state-owned or state–controlled company, public international organization (such as the United Nations or World Bank), or non-U.S. political party, non-U.S. party official or any candidate for political office. Officers, employees (regardless of rank), or persons acting on behalf of an entity that is financed in large measure through public appropriations, is widely perceived to be performing government functions, or has its key officers and directors appointed by a government will also be considered “Government Officials.”

“Hazardous Materials” means any pollutant or contaminant or any hazardous, radioactive or toxic materials, substances or wastes, or any substance, waste or material having any constituent elements displaying any hazardous, toxic or radioactive characteristics, including petroleum products or byproducts, friable asbestos, radioactive materials or substances, per- and polyfluoroalkyl substances and polychlorinated biphenyls, including any substance or material regulated as such under Environmental Laws.

“Healthcare Laws” means all Laws applicable to the businesses of the Company Entities relating to healthcare, including the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b); the Federal Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a); the False Claims Act (31 U.S.C. §§ 3729-3733); the Exclusion Laws (42 U.S.C. § 1320a-7); and the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (Title XIII of the American Recovery and Reinvestment Act of 2009).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“HSR Clearance” has the meaning set forth in Section ‎2.1(a).

“Indebtedness” means, without duplication, the sum of (a) all principal and accrued (but unpaid) interest owing by the Company Entities for debt for borrowed money of the Company Entities owed to any third party, including pursuant to the Credit Facility, (b) the maximum gross amount of any “earnouts” or similar deferred purchase price, in each case, in connection with the Company Entities’ acquisition of a business or enterprise or any other assets, property, goods or services (other than, for the avoidance of doubt, trade payables incurred in the ordinary course of business to the extent included in Net Working Capital), (c) all obligations of the Company Entities as lessee or lessees under leases that have been or should be, in accordance with GAAP, recorded by the Company Entities as capital leases, (d) all change-in-control bonuses, transaction bonuses and similar bonuses (such amounts, “Transaction Payments”), in each case, solely to the extent arising from the consummation of the transactions contemplated by this Agreement (and not any other event, whether occurring before or after the Closing, unless such event is at the direction or request of any of the Seller Parties) and not entered into by or at the direction of Buyer or any of its Affiliates (including the employer portion of any payroll, employment or similar Taxes related thereto), but, in each case, excluding any Tax gross-up payable in connection with Company Options (which amounts are addressed in clause (l) below), (e) all indebtedness of the Company Entities evidenced by notes, bonds, debentures or other debt securities, (f) all obligations of the Company Entities relating to interest rate, currency rate or commodity price protection, swap agreements, collar agreements and other hedging agreements, (g) any obligations of the Company Entities in respect of letters of credit, performance bonds, bankers acceptances, surety bonds or similar instruments (in each case, solely

to the extent drawn), (h) Specified Current Taxes, (i) all obligations of the Company Entities then owing to any Company Shareholder (other than pursuant to any employment arrangement), (j) any obligation of the Company Entities for accrued but unpaid outstanding severance obligations, (k) an aggregate amount not to exceed $5,000,000 in respect of the AstraZeneca Deferred Revenue (as defined and calculated in accordance with on Exhibit G), (l) any Tax gross-up triggered and payable in connection with Company Options; provided, that, in no event shall the aggregate amount of Indebtedness pursuant to this clause (l) exceed $7,500,000; and (m) any indebtedness or other obligations of any other Person of the type described in the preceding clauses (a) through (l) guaranteed by, or secured by any of the assets of, any of the Company Entities; provided that, “Indebtedness” will not include any item that would otherwise constitute “Indebtedness” that is (I) a liability related to inter-company debt between the Company and any other Company Entity or any Company Entity and another Company Entity, (II) an undrawn obligation in respect of letters of credit, performance bonds, bankers acceptances, surety bonds or similar instruments, (III) any fee or expense to the extent incurred by or at the direction of Buyer, (IV) an operating lease obligation (determined in accordance with GAAP) or (V) included in Net Working Capital or Seller’s Transaction Expenses. For the avoidance of doubt, “Indebtedness” shall include any accrued and unpaid interest with respect to any of the foregoing clauses (a)-(g) (including any penalties, fees and premiums (including make-whole premiums) and all prepayment premiums, breakage costs and other amounts that may become due as a result of the transactions contemplated hereby).

“Insurance Policies” has the meaning set forth in Section ‎3.20.

“Intellectual Property” means any and all intellectual property rights or similar proprietary rights throughout the world, including all (i) patents, patent applications and patent disclosures (including continuations, continuations-in-part, divisionals, reexaminations, reissues, extensions and equivalents of any of the foregoing); (ii) trademarks, service marks, trade dress, logos, internet domain names and registrations and applications for registration thereof together with all of the goodwill associated therewith; (iii) copyrights (registered or unregistered) and applications for registration thereof; and (iv) trade secrets, inventions (whether patentable or unpatentable and whether or not reduced to practice), confidential information and know-how.

“Interim Period” has the meaning set forth in Section ‎5.1.

“International Plan” means any Employee Benefit Plan that covers Service Providers located primarily outside of the United States.

“Investment” as applied to any Person means (i) any direct or indirect purchase or other acquisition (whether by loan, contribution of capital, exchange or otherwise) by such Person of any note, obligation, instrument, unit, security or other ownership interest (including partnership interest and joint venture interest) of any other Person and (ii) any capital contribution by such Person to any other Person.

“IT Assets” means computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment, owned by any Company Entity or licensed or leased by any Company Entity pursuant to written agreement (excluding any public networks).

“Key Employee” means an employee of any of the Company Entities whose annual base compensation is $225,000 or more or who has the title of Vice President or above.

“Knowledge” means (i) in the case of the Company, the actual knowledge, as of the date hereof, of each Person set forth on Schedule V, and (ii) in the case of Buyer or Merger Sub, the actual knowledge, as of the date hereof, of Joseph LaPlume, Matthew Daniel, or Todd Engle.

“Latest Balance Sheet” has the meaning set forth in Section ‎3.5(a).

“Law” means all laws, statutes, rules, regulations, ordinances, pronouncements, injunctions, judgments, rulings or other similar requirements having the effect of law of, or issued enacted, adopted, promulgated or applied by, any Governmental Authority.

“Leased Real Property” means all leasehold and subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other material interests in real property held by any of the Company Entities pursuant to any lease, sublease, license, concession or other occupancy agreement.

“Letter of Transmittal” has the meaning set forth in Section ‎1.9(a).

“Liabilities” has the meaning set forth in Section ‎3.5(b).

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, easement, charge, lease, sublease, license or other adverse claim of any kind in respect of any property or asset, including any restriction on the right to vote, sell or otherwise dispose of any capital stock or other voting or equity interest or any restriction on the exercise of any attributes of ownership.

“Lookback Date” means January 1, 2018.

“Losses” means actual out-of-pocket losses, liabilities, damages or expenses (including reasonable attorneys’ fees and disbursements).

“Material Leases” means all leases, subleases, licenses, concessions and other agreements, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which any Company Entity holds any Leased Real Property and for which the annual rent obligation exceeds $150,000.

“Material Permits” has the meaning set forth in Section ‎3.14(b).

“Merger” has the meaning set forth in Section ‎1.1.

“Merger Sub” has the meaning set forth in the preamble.

“Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA.

“Net Working Capital” means the result (whether positive or negative) of (i) the sum of the Company Entities’ current asset accounts set forth on Schedule II determined on a consolidated basis in accordance with the Accounting Principles minus (ii) the sum of the Company Entities’ current liability accounts set forth on the Schedule II determined on a consolidated basis in accordance with the Accounting Principles. Cash, Indebtedness, Sellers’ Transaction Expenses, all deferred non-income Tax assets and

liabilities, and all income Tax assets and liabilities (whether current or deferred) will be excluded from the calculation of the Net Working Capital.

“Notice of Disagreement” has the meaning set forth in Section ‎1.12(d).

“OFAC” has the meaning set forth in Section ‎3.15(d).

“Order” means any order, judgment, injunction, decree, ruling, decision, determination, verdict, sentence, subpoena, writ or award issued, made, entered, rendered or otherwise put into effect by or under the authority of any Governmental Authority or arbitrator (whether public or private).

“Organizational Documents” means, with respect to any Person that is an entity, whether or not written, such Person’s organizational documents, including the certificate of organization, incorporation or partnership, bylaws, operating agreement or partnership agreement, joint venture and trust agreements, share certificates and any similar governing documents of any such Person.

“Outside Date” has the meaning set forth in Section ‎6.1(d).

“Owned Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements, servitudes and other interests and rights appurtenant thereto, owned by the Company Entities.

“Party” or “Parties” has the meaning set forth in the preamble.

“Paying Agent” means U.S. Bank, N.A., as the paying agent under the Paying Agent Agreement.

“Paying Agent Agreement” means the Paying Agent Agreement, substantially in the form attached hereto as Exhibit F, with such changes as reasonably requested by the Paying Agent, to be entered into at the Closing by Buyer, and the Paying Agent.

“Permit” means all licenses, memberships, registrations, certifications, accreditations, permits, bonds, franchises, approvals, authorizations, consents or orders of, notifications to or filings with any Governmental Authority, whether non-U.S., federal, state or local, any industry association or standards compliance organization or any other Person, but excluding Intellectual Property.

“Permitted Liens” means (i) any restriction on transfer arising under applicable securities Laws, (ii) Liens for Taxes or other governmental charges not yet due and payable as of the Closing Date or due but not delinquent or the amount or validity of which is being contested in good faith by appropriate Proceedings by any of the Company Entities (and for which adequate reserves have been made on the Company’s balance sheet in accordance with GAAP), (iii) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to obligations not yet due and payable, (iv) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (v) purchase money Liens and Liens securing rental payments under capital or operating lease arrangements or license arrangements, (vi) informational statements filed under the Uniform Commercial Code with respect to operational leases, (vii) Liens under the Credit Facility, (viii) Liens securing liabilities entered into in the ordinary course of business that are specifically reflected in the Financial Statements or the notes thereto or not incurred in connection with the borrowing of money, (ix) zoning, building code, conservation restriction and other land use regulations by Governmental Authorities that do not materially interfere with the present or contemplated use or occupancy of the assets affected or materially detract from the value of the assets affected, (x) non-exclusive licenses granted by

any of the Company Entities in the ordinary course of business, (xi)  easements, servitudes, covenants, conditions, restrictions and other similar matters affecting title to any assets of the Company Entities and other title defects that do not materially impair the present or contemplated use or occupancy of such assets in the operation of the business of the Company Entities taken as a whole, (xii) Liens set forth in Schedule III, (xiii) all matters set forth with specificity on title policies or surveys relating to Owned Real Property made available to Buyer prior to the date of this Agreement, (xiv) Liens that will be released, waived or otherwise terminated in connection with the Closing, (xv) any Liens or restrictions on transfer set forth in this Agreement, (xvi) Liens created by or resulting from actions of Buyer, Merger Sub or any of their Affiliates or Representatives, (xvii) Liens of lessors, sublessors, or licensors arising under any lease arrangement or license, (xviii) with respect to securities, restrictions on transfer generally arising under federal or state securities Laws, and (xix) other Liens that are not and would not be reasonably expected to be material to the Company Entities, taken as a whole.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or Governmental Authority.

“Post-Closing Tax Period” means a taxable period (or portion thereof) beginning after the Closing Date.

“Pre-Closing Tax Period” means a taxable period (or portion thereof) ending on or prior to the Closing Date (including, for purposes of clarity, the portion through the end of the Closing Date for any Straddle Period).

“Proceeding” means any action, suit, litigation, arbitration or mediation proceeding or prosecution (whether civil, criminal, administrative or appellate).

“Purchase Price Adjustment Escrow Account” has the meaning set forth in Section ‎1.13(b).

“Purchase Price Adjustment Escrow Deposit Amount” means $15,000,000.

“Purchase Price Adjustment Escrow Funds” means the amounts held in the Purchase Price Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof and less distributions thereof.

“Regulatory Approvals” has the meaning set forth in Section ‎5.8(c).

“Regulatory Laws” means all Laws applicable to the businesses of the Company Entities relating to the development, manufacture, production, handling, or quality of biologics and their components, including the U.S. Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.).

“Related Agreements” means each of the Escrow Agreement, the Paying Agent Agreement, the Rollover Agreements, the Support Agreements and each of the other documents, certificates and instruments to be delivered hereunder.

“Related Party” means with respect to any specified Person, (a) any Affiliate of such specified Person, (b) any Person who serves as a director, officer, general partner, managing member or in a similar capacity of such specified Person or any of its Affiliates and (c) any immediate family member of any Person described in clause (a) or (b).

“Remaining Purchase Price Adjustment Escrow Funds” has the meaning set forth in Section ‎1.12(g).

“Representative” means, with respect to any Person, any director, officer, manager, member, partner (whether limited or general), principal, attorney, employee, agent, advisor, consultant, accountant or any other Person acting in a representative capacity for such Person and, in the case of Buyer, any existing or potential financing source (including Lenders and co-investors).

“Rollover” has the meaning set forth in the Recitals.

“Rollover Agreement” has the meaning set forth in the Recitals.

“Rollover Amount” means the aggregate cash consideration that would have been payable with respect to Rollover Option Shares and Withheld Option Shares (each as defined in the Rollover Agreement) in connection with the Merger pursuant to the Distribution Schedule assuming each such Rollover Option Share and Withheld Option Share received the same cash proceeds hereunder as other shares of common stock of the Company.

“Rollover Holder” has the meaning set forth in the Recitals.

“Rollover Options” means the Company Options to be exchanged pursuant to the Rollover Agreements.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“SEC” means the U.S. Securities and Exchange Commission.

“Seller Parties” means the Company Shareholders and their respective Affiliates (other than the Company Entities) and to the extent not inconsistent with the foregoing each of their and the Company Entities’ respective former, current or future Affiliates, officers, directors, employees, partners, members, direct or indirect equityholders, direct or indirect controlling or controlled Persons, Representatives, successors and permitted assigns.

“Sellers’ Counsel” has the meaning set forth in Section ‎7.2(g).

“Sellers’ Representative” has the meaning set forth in Section ‎7.2(a).

“Sellers’ Representative Expense Fund” has the meaning set forth in Section ‎7.2(e).

“Sellers’ Transaction Expenses” means without duplication, any fees, costs or expenses (including those of investment bankers, brokers, lawyers, accountants and other advisors) incurred by the Seller Parties (and, prior to the Closing, any of the Company Entities) for which any of the Company Entities are liable, in each case, in connection with the negotiation, execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, including the aggregate fees and expenses of the Company Entities relating to the transactions contemplated hereby owed to (a) Morgan Stanley & Co. LLC, (b) Kirkland & Ellis LLP, (c) Akin Gump Strauss Hauer & Feld LLP and (d) any fees and expenses payable to any Seller Party under the terms of any management, advisory or similar agreement (including as a result of the termination of such agreement) in effect as of the Closing; provided that in no event will “Sellers’ Transaction Expenses” include (i) any fees, expenses or other liabilities to the extent incurred by or at the written direction of Buyer in connection with obtaining the consent, agreement or other approval of any Governmental Authority in connection with the transactions contemplated by this Agreement, (ii) any Tax gross-up payable in connection with Company Options (which amounts are addressed in the definition of Indebtedness), or (iii) any other liability or obligation incurred or arranged by or on behalf of Buyer or its Affiliates in connection with the transactions contemplated by this Agreement

(including any fees payable to any financing institution or the Company’s accountants on behalf of Buyer or its Affiliates). Notwithstanding the foregoing, “Sellers’ Transaction Expenses” will exclude all costs, fees and expenses and payment obligations to the extent included in Closing Indebtedness or Closing Net Working Capital.

“Service Provider” means any director, officer, employee or individual independent contractor of any Company Entity.

“Specified Current Taxes” shall mean, as of immediately prior to the Closing, the aggregate amount of (A) any unpaid income Tax liabilities of each Company Entity for a Pre-Closing Tax Period that includes the Closing Date and any Pre-Closing Tax Period ending in 2020, in each case, in respect of which Tax Returns have not yet been filed, and (B) any unsatisfied liabilities of any Company Entity for any payroll Tax in respect of a Pre-Closing Tax Period, the payment of which has been delayed beyond the Closing Date pursuant to Section 2302 of the CARES Act. The amount of any Taxes for any Straddle Period that are included in Specified Current Taxes shall be determined by applying the methodology set forth in Section ‎5.13(b). Specified Current Taxes shall be calculated (i) in accordance with past practice (including reporting positions, elections, jurisdictions, and accounting methods) of each Company Entity in preparing its Tax Returns; (ii) by not taking into account any reserves or liabilities with respect to uncertain Tax positions; (iii) by excluding any deferred Tax liabilities; (iv) by excluding the Tax impact of any transactions occurring on the Closing Date after the Closing outside the ordinary course of business and not expressly contemplated by this Agreement; and (v) by excluding any Tax impact from the manner in which Buyer finances the transactions. For the avoidance of doubt, (x) net operating losses, Transaction Tax Deductions and other Tax assets of each Company Entity will be taken into account in the determination of Specified Current Taxes only to the extent they would actually reduce (but not below zero) the amount of the Taxes owed by such Company Entity with respect to a Pre-Closing Tax Period, (y) in no event shall Specified Current Taxes with respect to each Company Entity be a negative number, and (z) Specified Current Taxes with respect to each Company Entity shall include (i) any income Taxes arising out of or resulting from any inclusion under Section 951 or Section 951A of the Code (or any similar or corresponding provision of state or local law) in respect of any “foreign corporation” owned (directly or indirectly) by any Company Entity to the extent such inclusion results (as determined using an interim closing of the books method) from any transactions or ownership of assets occurring in a Pre-Closing Tax Period; (ii) any Taxes resulting from the Redemption Transaction and (iii) any unpaid installment of any Company Entity under Section 965(h) of the Code.

“Specified Trademarks” means the trademarks owned by any of the Company Entities and identified in Schedule IV.

“Straddle Period” has the meaning set forth in Section ‎5.13(b).

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a partnership, limited liability company or other business entity, a majority of the partnership, limited liability company or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons is deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons is allocated a majority of partnership, limited liability company or other business entity gains or losses or is or controls the managing director or general partner of such partnership, limited liability company or other business entity.

“Support Agreements” has the meaning set forth in the Recitals.

“Surviving Company” has the meaning set forth in the Recitals.

“Target Net Working Capital” means $11,000,000.

“Tax” or “Taxes” means any federal, state, local or non-U.S. income, gross receipts, capital stock, license, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall, profits, environmental, customs, duties, franchise, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other tax or other governmental fee, assessment or charge in the nature of a tax, and including any interest, penalties or additions thereto or additional amounts in respect of the foregoing.

“Tax Matter” means any audit, examination, contest, assessment, notice of Tax deficiency, claim for refund, Proceeding or other adjustment of Taxes of or relating to any Tax of any of the Company Entities with respect to a Pre-Closing Tax Period.

“Tax Return” means any declaration, disclosure, estimate, return, report, information statement, claim for refund, schedule or other filing (including any related or supporting information) with respect to Taxes, including any amendment thereof.

“Taxing Authority” means the United States Internal Revenue Service and any other Governmental Authority (and any subdivision, agency or authority thereof) responsible for the administration, collection or imposition of any Tax.

“Title IV Plan” means any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA, other than a Multiemployer Plan.

“Top Customer” has the meaning set forth in Section ‎3.21.

“Top Supplier” has the meaning set forth in Section ‎3.21.

“Transaction Tax Deductions” means, without duplication and regardless of by whom or when paid but only to the extent economically borne by the Seller Parties and relating to a Pre-Closing Tax Period, the aggregate amount of the following income Tax deductions to the extent “more likely than not” deductible (or deductible at a higher level of confidence): (a) any and all stay bonuses, sale bonuses, change in control payments, retention payments, payments to holders of Company Options with respect to their Company Options and any Tax gross-up payments in connection therewith, or similar payments made or to be made by any Company Entity in connection with or resulting from the Closing, including the employer portion of any employment Taxes, (b) all fees, expenses and interest (including amounts treated as interest for U.S. federal income Tax purposes), original issue discount, unamortized debt financing costs, breakage fees, tender premiums, consent fees, redemption, retirement or make-whole payments, defeasance in excess of par or similar payments deductible by any Company Entity as a result of the payment of the Final Closing Indebtedness in connection with the Closing, and (c) all fees, costs and expenses incurred by the Company Entities in connection with or incident to this Agreement and the transactions contemplated hereby, including, any such legal, accounting and investment banking fees, costs and expenses. The parties shall apply the seventy percent (70%) safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of income Tax deductions relating to any success-based fees for purposes of clause (c) above to the extent such Revenue Procedure applies.

“Unpaid Sellers’ Transaction Expenses” means the amount of Sellers’ Transaction Expenses that are unpaid as of the Adjustment Calculation Time.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended, or any similar non-U.S., state or local law, regulation or ordinance.

* * * * *

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above-written.

 Signature Page to Agreement and Plan of Merger

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above-written.

Signature Page to Agreement and Plan of Merger

Exhibit 10.1

SUPPORT AGREEMENT

This Support Agreement (this “Agreement”) is dated as of February 17, 2021, by and among Charles River Laboratories International, Inc., a Delaware corporation (“Buyer”), and each of the equityholder(s) of Cognate BioServices, Inc., a Delaware corporation (the “Company”) listed on the signature pages hereto (each, a “Holder”). For purposes of this Agreement, Buyer and each Holder are each a “Party” and collectively the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Buyer, Memphis Merger Sub, Inc., a Delaware corporation (“Merger Sub”), the Company, and Mercury Fund 2 Holdco LLC, a Delaware limited liability company, solely in its capacity as the initial representative of the Company Shareholders (the “Sellers’ Representative”), have entered or will enter into an Agreement and Plan of Merger dated as of February 17, 2021, attached as Annex I hereto (as amended or modified from time to time, the “Merger Agreement”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”);

WHEREAS, as an inducement to Buyer’s and Merger Sub’s willingness to enter into the Merger Agreement and the other Related Agreements, each Holder has agreed to execute and deliver this Agreement; and

WHEREAS, as of the date hereof, each Holder is the record and beneficial owner of the Company Shares set forth next to such Holder’s name on the signature pages hereto (such Company Shares, together with all other Company Securities held by such Holder, the “Subject Shares”).

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, Buyer and each Holder, intending to be legally bound, hereby agree as follows:

Section 1.                Consent; Appointment of the Sellers’ Representative; Binding Effect of Merger Agreement; Further Assurances.

(a)             Agreement to Consent. Each Holder hereby agrees that, by 11:59 p.m. Eastern Time on February 22, 2021, such Holder shall execute and deliver to the Company a duly executed counterpart of the Company Shareholder Approval (in the form attached hereto as Annex II). Each Holder further agrees that, following the delivery of its counterpart of the Company Shareholder Approval, such Holder will not take any action to withdraw, modify, revoke or otherwise challenge the effectiveness of the Company Shareholder Approval.

(b)             Appointment of the Sellers’ Representative. Each Holder agrees and consents to the irrevocable appointment of Mercury Fund 2 Holdco LLC (subject to substitution in accordance with Section 7.2 of the Merger Agreement) as the Sellers’ Representative and as the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders, including the undersigned, with full power of substitution, with all of the powers and authority contemplated by (w) the Merger Agreement, including Section 7.2 thereof, (x) the Escrow Agreement, (y) the Paying Agent Agreement and (z) any other Related Agreement, as applicable.

Each Holder acknowledges and agrees that any compromise or settlement of any matter by the Sellers’ Representative as contemplated by the Merger Agreement (including Section 7.2 thereof) shall be binding upon, and fully enforceable against, such Holder and each such Holder will not have any right to object, dissent, protest or otherwise contest the same, except in the case of Fraud or bad faith by the Sellers’ Representative.

(c)            Binding Effect of Merger Agreement.

(i)                 Each Holder acknowledges and agrees to be bound by the provisions of the Merger Agreement purporting to bind the Company Shareholders as if such Holder were an original signatory to the Merger Agreement as a Company Shareholder, including the provisions regarding the appointment of the Sellers’ Representative to act on behalf of the Company Shareholders pursuant to the authority granted therein, all as set forth in Section 7.2 of the Merger Agreement. Without limiting the generality of the foregoing, such Holder acknowledges and agrees that, as provided in the Merger Agreement, a portion of the consideration otherwise payable to such Holder pursuant to the Merger Agreement will be withheld by Buyer and deposited into (x) escrow for the purpose of covering any post-closing downwards purchase price adjustment under Section 1.12 of the Merger Agreement and (y) the Sellers’ Representative Expense Fund under Section 7.2(e) of the Merger Agreement. Each Holder further acknowledges and agrees that such Holder shall be entitled to receive distributions only with respect to the Purchase Price Adjustment Escrow Deposit Amount and the amount in the Sellers’ Representative Expense Fund if, and to the extent that, any portion of such amounts are required to be distributed to such Holder pursuant to the terms of the Merger Agreement.

(ii)              Each Holder hereby (A) expressly acknowledges that the consideration to be paid to the Company Shareholders pursuant to the Merger Agreement will be allocated as provided in the Estimated Closing Statement and the Distribution Schedule, and agrees that Buyer, Merger Sub, the Surviving Company and their respective Affiliates shall be entitled to rely on the Estimated Closing Statement and the Distribution Schedule, and to make payments in accordance therewith, in each case without any obligation to investigate or verify the accuracy or correctness thereof, and (B) expressly acknowledges and agrees to the provisions of Section 1.12(b) of the Merger Agreement.

(iii)            Each Holder agrees that it will not bring, commence, institute, maintain, prosecute or voluntarily aid any Proceeding, in law or in equity, in any court or before any Governmental Authority, which challenges the validity of or seeks to enjoin the operation of any provision of this Agreement, the Merger Agreement or the other Related Agreements.

(d)           Further Assurances. Each Holder agrees to execute and deliver, or cause to be executed and delivered, all further documents and instruments as Buyer may reasonably request to consummate and make effective the transactions contemplated by the Merger Agreement and this Agreement.

(e)           Existing Contracts.

(i)                 Each Holder, on behalf of itself and its Affiliates (to the extent applicable), hereby irrevocably and unconditionally waives any rights, including rights of first

offer, co-sale rights and related notice rights, granted pursuant to Section 2.4 or Section 2.5 of that certain Second Amended and Restated Equityholders’ Agreement, made effective as of January 7, 2020, by and among the Company and the other Persons party thereto (the “Equityholders’ Agreement”), with respect to the transactions contemplated by this Agreement, the Merger Agreement and the other Related Agreements (including the Merger).

(ii)              Each Holder covenants and agrees that it will take any required actions to cause the Related Party Agreements to which it or any of its Affiliates is a party, to be terminated in accordance with and subject to, the provisions of Section 5.3 of the Merger Agreement, in each case, without any continuing liability or obligation of any of the Company Entities thereunder.

(f)            Withholding. Each Holder agrees and acknowledges that such Holder is responsible for payment of all taxes legally imposed upon it in connection with benefits and payments provided under the Merger Agreement. All benefits and payments provided under the Merger Agreement are subject to applicable tax and other withholdings required by applicable Law, and they will be made net of such withholding amounts as and to the extent required by applicable Law.

Section 2.               Holder Representations and Warranties. Each Holder represents and warrants to Buyer, Merger Sub and the Sellers’ Representative as follows:

(a)            Each Holder is duly organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Holder’s corporate or organizational powers and have been duly authorized by all necessary corporate or organizational action on the part of such Holder.

(b)            Each Holder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act, as amended) of, and has good title to, all of such Holder’s Subject Shares, free and clear of any Lien (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), except (i) transfer restrictions under applicable securities laws, (ii) this Agreement, and (iii) the Equityholders’ Agreement. Each Holder’s Subject Shares set forth on the signature pages hereto are the only Company Securities owned of record or beneficially by such Holder on the date of this Agreement. Each Holder has the requisite voting power and the requisite power to agree to all of the matters set forth in this Agreement, with respect to all of its Subject Shares, necessary to perform its obligations under this Agreement, with no limitations, qualifications or restrictions on such rights.

(c)            This Agreement has been duly executed and delivered by such Holder and, assuming the due authorization, execution and delivery hereof by Buyer, this Agreement constitutes a legally valid and binding obligation of such Holder, enforceable against such Holder in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

(d)            The execution and delivery of this Agreement by such Holder does not, and the performance by such Holder of its obligations hereunder will not, (i) result in a violation of applicable Law, (ii)  conflict with or result in a violation of the Organizational Documents of such Holder, (iii) other than the Company Shareholder Approval, and subject to the terms of the Equityholders’ Agreement, require any consent or approval that has not been given or other action (including notice of payment or any filing with any Governmental Authority) that has not been taken by any Person (including under any Contract binding upon such Holder or such Holder’s Subject Shares), or (iv) result in the creation or imposition of any Lien on such Holder’s Subject Shares.

(e)            There is no Proceeding pending against, or to the knowledge of the Holder, threatened against the Holder or any of its Affiliates, by or before (or that would be by or before) any Governmental Authority or arbitrator related to the Subject Shares, this Agreement, the transactions contemplated by, or the performance by the Company or the Holder of its obligations under, the Merger Agreement and the Related Agreements.

(f)             Other than Morgan Stanley & Co. LLC, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from the Company Entities in respect of the Merger Agreement, this Agreement or any of the respective transactions contemplated thereby and hereby based upon any arrangement or agreement made by such Holder.

Section 3.                Transfer of Shares.

(a)            During the period commencing on the date hereof and continuing until the earlier of (i) the termination of this Agreement pursuant to Section 7(e) and (ii) the Effective Time, except as expressly contemplated by the Merger Agreement or this Agreement, absent the advance written consent of Buyer (which it may withhold in its sole discretion), each Holder agrees not to take any action to, directly or indirectly, (a) offer to sell, sell, assign, transfer (including by operation of law), subject to a Lien or otherwise dispose of any of the Subject Shares or any other Company Securities, (b) deposit any of the Subject Shares or any other Company Securities into a voting trust or enter into a voting agreement or arrangement with respect to any Subject Shares or any other Company Securities or grant any proxy or power of attorney with respect thereto or (c) enter into any Contract, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by operation of law) or other disposition of or transfer of any interest in or the voting of any of the Subject Shares or any other Company Securities (any transaction of any type described in clause (a), (b) or (c) above, a “Transfer”).

(b)            During the period commencing on the date hereof and continuing until the earlier of (i) the termination of this Agreement pursuant to Section 7(e) and (ii) the Effective Time, such Holder shall not, and shall direct its Affiliates and its and their respective directors, managers, officers, and employees (collectively, “Representatives”) not to, directly or indirectly, solicit, encourage or knowingly initiate the submission of proposals or offers from, provide any confidential information to, participate in discussions or negotiations or enter into any Contract with, any Person (other than Buyer and its Affiliates) relating to the sale of any Company Entity or any direct or indirect acquisition of any Company Securities or any material portion of the capital stock or other equity or voting securities of, or interests in, or assets of, any Company

Entity, whether in an acquisition structured as a merger, consolidation, exchange, sale of assets, sale of stock or otherwise. Each Holder shall, and shall cause its Affiliates and direct its Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Buyer and Merger Sub) conducted heretofore with respect thereto.

Section 4.                Holder Covenants and Release.

(a)            Confidentiality. Subject to Section 4(b), from the date hereof until the date that is three (3) years after the Closing Date, each Holder agrees not to disclose (and shall direct each of its Representatives), in each case only where such Representatives have received or subsequently receive Confidential Information (as defined below) not to disclose any Confidential Information. Each Holder further agrees to take all commercially reasonable steps (and to direct each of its Representatives to take all commercially reasonable steps) to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. In the event such Holder or any of its Affiliates and its and their Representatives is required by Law (including by oral questions or requests for information or documents in any such Proceeding, discovery request, subpoena or similar process) to disclose any Confidential Information, such Holder shall, if legally permissible and practicable under the circumstances, promptly notify Buyer in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Holder shall, at the expense of the Buyer and the Company Entities, cooperate with Buyer and the Company Entities to preserve the confidentiality of such information consistent with applicable Law. Each of the Company Entities, each Holder and Buyer acknowledges and agrees that the other Parties would be damaged irreparably in the event this Section 4(a) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each Holder agrees that Buyer and the Company Entities shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 4(a) and to enforce specifically this Section 4(a) and the terms and provisions hereof in any action instituted in any court of competent jurisdiction over the Parties and the matter in addition to any other remedy to which they may be entitled pursuant hereto. Notwithstanding the foregoing, (i) each Holder and its Representatives may disclose Confidential Information to their respective limited partners and existing and prospective investors on a confidential basis in connection with their normal fund raising, marketing or reporting activities and to their respective tax, legal, accounting and other advisors that reasonably need to know such information, (ii) no notice shall be required in the case of any disclosure of Confidential Information in connection with routine proceedings involving requests by such Holder’s or its Representatives’ securities, tax, regulatory or similar authorities having competent jurisdiction, provided that the proceedings and requests are not specifically targeted at Buyer, the Company Entities or the Confidential Information, and (iii) Buyer and the Company Entities each acknowledge that Holder’s and its Representatives’ respective directors, officers or employees (each such person, an "Investment Professional") may serve as employees, directors or officers of portfolio companies and each agrees that in no event shall any such portfolio company be deemed to have received Confidential Information solely because any such Investment Professional serves as an employee, officer or member of the board of directors (or similar governing body) of such portfolio company, provided that such Investment Professional has not provided such portfolio company or any other director, officer or employee thereof (other than another Investment Professional) with Confidential Information and such portfolio company

does not act at the direction of such Investment Professional with respect to such Confidential Information. For purposes of this Agreement, “Confidential Information” means all information (whether or not specifically identified as confidential), in any form or medium, that is disclosed to, or developed or learned by, such Holder or its Representatives, that relates to the business, products, operations, financial condition, services, research or development of the Company Entities or its customers, vendors, suppliers, processors, independent contractors or other business relations, including: (i) internal business information (including information relating to strategic plans and practices, business, accounting, financial or marketing plans, practices or programs, training practices and programs, salaries, bonuses, incentive plans and other compensation and benefits information and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, the Company or its Affiliates, its customers and its confidential information; (iii) industry research compiled by, or on behalf of Company Entities, including identities of potential target companies, management teams, and transaction sources identified by, or on behalf of, the Company; (iv) compilations of data and analyses, processes, methods, track and performance records, data and databases relating thereto; and (vi) information related to Company Intellectual Property; provided, however, that “Confidential Information” shall not include any information that (A) is or becomes generally available to the public other than as a result of a breach of this Agreement by any Holder, (B) becomes available to such Holder or its Representatives on a non-confidential basis from a source other than Company, provided that such source, to the knowledge of such Holder or its Representatives (as applicable), is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (C) was independently developed by or on behalf of the Holder or its Representatives without use of or reference to any Confidential Information or (D) Buyer agrees to in writing may be disclosed. Each Holders’ ownership in the Company Entities has inevitably resulted in increased knowledge and understanding of the Company Entities’ industry and business in a way that cannot be reasonably expected to be separated from its overall knowledge base. Accordingly, and notwithstanding anything to the contrary in this Agreement, it will not be deemed to be a breach of this Agreement for such Holder or its Affiliates to remember and use or disclose such increased knowledge base in the conduct of their businesses, including in evaluating businesses and making investment decisions, in each case, so long as such Holder and its Affiliates comply with all obligations set forth herein. Each Holder shall be responsible for any action by any of its Representatives that would constitute a breach of this ‎Section 4(a) if taken by such Holder.

(b)            Release. Effective as of the Closing, each Holder, on behalf of such Holder and its Affiliates (other than the Company Entities), successors and assigns (collectively, the “Releasing Parties”) hereby, forever waives, releases, remises and discharges the Company Entities and their respective directors, managers, officers and employees (collectively, the “Released Parties”) from any claim, liability or obligation that such Releasing Parties may currently have, or may have in the future, arising prior to, on or after the Closing Date, in each case, solely in such Holder’s capacity as an equityholder of the Company (so long as the facts, circumstances, actions, omissions and/or events giving rise to such claim, liability or obligation occurred at or prior to the Effective Time) (i) relating to the Company Entities or the Company Securities owned by such Holder (including any rights or interests therein), (ii) relating to any alleged inaccuracy or miscalculations in the Distributions Schedule, (iii) relating to the approval or consummation of the transactions contemplated hereby, the Merger Agreement or any

Related Agreement or any other agreement contemplated herein or therein, including any alleged breach of any duty by any officer, manager, director, equityholder or other owner of ownership interests of any Company Entity, (iv) arising under any Organizational Documents of the Company Entities or (v) arising from any actions or omissions by the Sellers’ Representative (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include claims which may not be released under applicable Law and shall not include any claim, liability or obligation arising from, relating to or in connection with (A) such Holder’s rights to full and complete payment for such Holder’s Company Shares in accordance with the Merger Agreement, the Distribution Schedule and the Escrow Agreement, (B) if such Releasing Party is a Service Provider, rights to earned but unpaid wages or compensation, any accrued but unpaid or unused vacation and paid time off, any accrued vested benefits, and unreimbursed business expenses, (C) that arise under or are based upon the terms of the Merger Agreement and the Related Agreements, (D) the Fraud or willful misconduct of a Released Party, (E) any right to indemnification as a present or former director, manager, officer or equityholder under any Company Entity’s Organizational Documents or the Law and any applicable policy of directors' and officers' insurance maintained by the Company Entities or (F) any defenses that are necessary to enable the Holder to defend any claim asserted by a Released Party. Each Holder (on behalf of the Releasing Parties) (i) represents that it has not assigned or transferred or purported to assign or transfer to any Person all or any part of, or any interest in, any claim, contention, demand, cause of action (at law or in equity), liability or obligation of any nature, character or description whatsoever, which is or which purports to be released or discharged by this Section 4(b) and (ii) acknowledges that the Releasing Parties may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees that, on and as of the Effective Time, such Holder (on behalf of the Releasing Parties) shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. Each Holder (on behalf of the Releasing Parties) hereby acknowledges and agrees that if such Holder or any other Releasing Party should hereafter make any claim or demand or commence or threaten to commence any Proceeding against any Released Party with respect to any Released Claim, this Section 4(b) may be raised as a complete bar to any such Proceeding, and the applicable Released Party may recover from such Holder all damages incurred in connection with such Proceeding, including its attorneys’ fees.

(c)           Non-Solicitation and Non-Disparagement.

(i)                 Each Holder hereby acknowledges that it is or may be familiar with the Company Entities’ trade secrets and with other Confidential Information, and such Holder hereby acknowledges that such Holder is selling all of such Holder’s goodwill in the Company and the business in which it operates to Buyer in the transactions contemplated by the Merger Agreement and the Related Agreements. Therefore, such Holder agrees that until the two year anniversary of the Closing (the “Restricted Period”) in any state or city (or equivalent administrative division) in the United States, the United Kingdom or Sweden in which any Company Entity conducts business during the Restricted Period (the “Restricted Territory”), it shall not (and shall cause its Affiliates (excluding any portfolio company of such Holder) not to) directly, or indirectly through another Person, (i) induce or attempt to induce any employee of

the Company Entities to leave the employ of the Company Entities, or in any way knowingly interfere with the relationship between the Company Entities and any employee of the Company Entities or (ii) hire any person who is then an employee of the Company Entities or who was an employee of the Company Entities on the Closing Date or at any time during the six-month period immediately prior to the date on which such hiring would take place; provided, however, that a solicitation through a public general advertisement (including through the use of recruiting firms) and any hiring resulting therefrom, shall not be deemed a breach of this Agreement so long as such solicitation is not targeted at any such employee.

(ii)              Each Holder agrees that during the Restricted Period, it shall not (and shall cause its Affiliates not to), except to the extent done in good faith in any claim, suit, action or proceeding against Buyer, Merger Sub or the Company Entities, (i) make any negative statement or communication regarding Buyer, Merger Sub, or the Company Entities or their respective employees with the intent to harm any such Person or (ii) make any derogatory or disparaging statement or communication regarding Buyer, Merger Sub, or the Company Entities or their respective employees that is intended to damage the business or reputation of any such Person. Nothing in this Section 4(c)(ii) shall limit any Holder’s or its Affiliate’s ability to make true and accurate statements or communications in connection with any disclosure the Holder or its Affiliates reasonably believe, based upon the advice of outside counsel, is required pursuant to applicable Law.

(iii)            Each of Buyer and Merger Sub agrees that during the Restricted Period, it shall not (and shall cause its Affiliates not to), except to the extent done in good faith in any claim, suit, action or proceeding against a Holder, (i) make any negative statement or communication regarding a Holder or any of such Holder’s respective Affiliates with the intent to harm any such Person or (ii) make any derogatory or disparaging statement or communication regarding a Holder or any of its respective Affiliates that is intended to damage the business or reputation of any such Person. Nothing in this Section 4(c)(iii) shall limit any Buyer’s or Merger Sub’s or their Affiliate’s ability to make true and accurate statements or communications in connection with any disclosure Buyer, Merger Sub or their Affiliates reasonably believe, based upon the advice of outside counsel, is required pursuant to applicable Law.

(iv)             Notwithstanding anything to the contrary contained herein, this Section 4(c) shall not apply to any action taken independently by any portfolio company of any affiliated investment fund or similar investment vehicle of such Holder (it being understood, without limitation, that such action shall not be deemed to be taken independently if such Holder or any of its Affiliates (other than the portfolio company) was involved in any respect in such action or the decision to engage in such action, or otherwise encouraged, facilitated (including through the provision of information) or consented to such action).

(d)           Each Holder acknowledges that Buyer and Merger Sub would be unwilling to enter into the Merger Agreement and the Related Agreements, or consummate the transactions contemplated thereby, in the absence of this Agreement, and that the covenants contained herein constitute a material inducement to Buyer and Merger Sub to enter into, and consummate the transactions contemplated by (including payments of the amounts contemplated by), the Merger Agreement and the other Related Agreements. Without limiting the generality of the foregoing, such Holder (on its own behalf and on behalf of its Affiliates) acknowledges and agrees that the

restrictions contained in this Section 4 are reasonable and necessary to protect the legitimate interests of Buyer and Merger Sub, including (following the Closing) the goodwill, trade secrets and confidential information of the Company Entities. Accordingly, it is the intention of the Parties that if any of the restrictions or covenants contained in this Section 4 are for any reason held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4, and this Section 4 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the further intention of the Parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall (to the maximum extent permitted by applicable Law) not be construed to be null, void and of no effect, but instead shall be construed and interpreted or reformed to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable Law. If such Holder breaches any provision of this Section 4, with respect to such breached provision, the Restricted Period shall be tolled and shall not run for the length of such breach.

Section 5.                Company Entity Release. Effective as of the Closing, each of Buyer and Merger Sub on behalf of itself and the Company Entities, and its and their successors and assigns (collectively, the “Buyer Releasing Parties”) hereby, forever waives, releases, remises and discharges each Holder from any claim, liability or obligation that such Buyer Releasing Parties may currently have, or may have in the future, arising prior to, on or after the Closing Date, in each case, to the extent related to such Holder’s capacity as an equityholder of the Company; provided, however, that the foregoing shall not apply with respect to claims which may not be released under applicable Law and any claim arising from or relating to or in connection with the Merger Agreement or any Related Agreement.

Section 6.                Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL. Section 7.13 and Section 7.14 of the Merger Agreement are incorporated herein by reference, mutatis mutandis. THE PARTIES EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED TO THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE IRREVOCABLE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.

Section 7.                Miscellaneous.

(a)             This Agreement may not be amended, altered, modified or waived except by a written instrument executed by Buyer and each Holder. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Person under or by reason of this Agreement. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provisions, whether or not similar, nor will any waiver constitute a continuing waiver.

(b)             Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law in any jurisdiction, such provision will be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without invalidating the remainder of such provision or the remaining provisions of this Agreement in such jurisdiction or any provision of this Agreement in any other jurisdiction.

(c)             This Agreement and all of the provisions hereof will be binding on and inure to the benefit of each of the Parties and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, benefits or obligations set forth in this Agreement may be assigned (including by operation of law) by any of the Parties without the prior written consent of Buyer and each Holder and any attempted assignment without such prior written consent will be void.

(d)             The Parties agree that irreparable damage, for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the Parties fail to take any action required of them hereunder to consummate the transactions contemplated by this Agreement. It is accordingly agreed that (i) the Parties will be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement to prevent such breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of this Agreement in the courts described in Section 6 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (ii) the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and without that right neither the Buyer nor such Holder would have entered into this Agreement. The Parties agree not to assert that a remedy of specific performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the Parties otherwise have an adequate remedy at law. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 7(d) will

not be required to provide any bond or other security in connection with any such order or injunction.

(e)             This Agreement will automatically terminate, without any notice or other action by any person, if the Merger Agreement is terminated prior to the Effective Time in accordance with the terms of the Merger Agreement. Upon termination of this Agreement, no Party shall have any obligations or liabilities under this Agreement; provided, however, that nothing set forth in this ‎Section 7(e) shall relieve any Party from liability for any willful misconduct under this Agreement or Fraud by such Party prior to the termination hereof.

(f)              This Agreement may be executed by electronic transmission (i.e., facsimile or electronically transmitted portable document format (PDF) or DocuSign or similar electronic signature) and in counterparts any one of which need not contain the signatures of more than one Party, but all such counterparts taken together will constitute one and the same instrument.

(g)             Any notice to the Holder hereunder shall be sent to the Sellers’ Representative in accordance with Section 7.4 of the Merger Agreement.

(h)             Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation.” The phrase “to the extent” means “the degree by which” and not “if” for all purposes of this Agreement. Words denoting any gender will include all genders (including the neutral gender). Where a word is defined in this Agreement, references to the singular will include references to the plural and vice versa. Where specific language is used to clarify by example a general statement contained in this Agreement, such specific language will not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. A reference to any party to this Agreement or any other agreement or document will include such party’s successors and permitted assigns. All references to a day or days will be deemed to refer to a calendar day or calendar days, as applicable, unless otherwise specifically provided and whenever action is required on a day that is not a Business Day such action may be validly taken on the next Business Day. Any reference to an agreement or Contract in this Agreement will be a reference to such agreement or Contract as amended, restated, modified, supplemented and/or waived. All references to an Article, Section or Annex will be deemed to refer to such Article, Section or Annex of this Agreement, unless otherwise specified. The terms “hereby,” “hereof,” “herein,” “hereinafter,” “hereunder” and derivative words refer to this entire Agreement, unless the context otherwise requires. The words “either,” “or,” “neither,” “nor” and “any” are not exclusive. The words “shall” and “will” denote a directive and obligation, and not an option.

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IN WITNESS WHEREOF, each Party has duly executed this Agreement, all as of the date first written above.