agrees to execute such other documents as Apax may reasonably request in order to effect the intention and purposes of the agency and power of attorney contemplated by this
Section 1(b). The Shareholder hereby approves, authorizes and ratifies everything which Apax shall lawfully do or purport to do pursuant to Section 1(b).
(c) The Shareholder hereby covenants and agrees that the Shareholder shall not, at any time prior to the earlier of the termination of this
Agreement in accordance with Section 7(a) or the Closing, (i) enter into any voting agreement or voting trust with respect to any of the Subject Securities that is inconsistent with the Shareholders obligations
pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any of the Subject Securities that is inconsistent with the Shareholders obligations pursuant to this Agreement, or (iii) enter into any agreement or
undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
2. Release of Claims. In consideration for the payments and other benefits to be received by the Shareholder under the terms of the BCA,
subject to and effective as of the Closing, the Shareholder, for and on behalf of himself, herself or itself and each of his, her or its, as applicable, heirs, executors, administrators, personal representatives, successors, assigns, subsidiaries,
predecessors, parent companies, shareholders and Affiliates and in each case, each of their respective Affiliates, officers, directors, partners, employees, agents, attorneys, and other representatives, hereby acknowledges full and complete
satisfaction of and fully and irrevocably releases and forever discharges the Company, Topco, dMY (and, for the avoidance of doubt, the Trust Account), the Target Companies, each of their respective subsidiaries and their predecessors, successors,
assignees, parent companies, shareholders and investors (direct and indirect) and, in each case, each of their respective Affiliates, officers, directors, partners, employees, agents, attorneys and other representatives, past and present
(collectively, the Released Entities), from liability on or for any and all charges, claims, controversies, actions, causes of action, cross claims, counterclaims, demands, debts, duties, sanctions, fines, compensatory damages,
liquidated damages, punitive or exemplary damages, other damages, claims for costs, attorneys fees, sums of money, suits, contracts, covenants, controversies, agreements, promises, responsibilities, obligations and accounts of any kind, nature
or description whatsoever in Law or in equity (Actions), direct or indirect, past, present and future, and whether or not now or heretofore known, suspected, matured or unmatured, contingent or uncontingent, or claimed against the
Released Entities, through and including the Closing, arising out of, or relating to, (i) such Shareholders ownership of equity or debt interests in any Target Company, including Topco or the Company, prior to the Closing (including any
and all Actions such Shareholder may have against the Released Entities in such Shareholders capacity as a securityholder or a debtholder of any Target Company) and (ii) the organization, management or operation of the businesses of any
Target Company relating to any matter, occurrence, action, inaction, omission or activity prior to the Closing, in each case, in such Shareholders capacity as an equity or debt securityholder; provided, that such release shall not
release the Released Entities for (i) any liabilities or Actions that such Shareholder has pursuant to its right to receive its portion of the Company Equity Value determined in accordance with, and subject to, the terms of, and the steps set
forth in, the BCA, (ii) any Actions arising out of or related to the Released Entities respective Governing Document, to provide indemnification, reimbursement or advancement of expenses to such Shareholder in respect of actions taken or
omitted in such Shareholders capacity as an officer and/or director of such Released Entity prior to the Closing, (iii) any Actions arising out of or related to the Released Entities contracts with or obligations to any Shareholder
in respect of compensation arrangements as an officer and/or director of such Released Entity prior to the Closing, (iv) any Actions arising under, or in connection with, any commercial agreements as between any direct or indirect portfolio
companies of the Shareholder or its Affiliates and any Released Entity, or (v) any Actions arising under, or in connection with, any agreements set forth in Schedule 1.1(c) of the Company Disclosure Letter.
3. Company Transaction Expenses. Pursuant to Section 2.3(b) of the BCA, the undersigned Shareholder hereby acknowledges and
agrees that if the Adjusted Company Equity Value is less than the Company Equity Value, Apax shall pay, or cause to be paid, the full amount of such excess, if any, to the Company (Excess Expense Payments), in each case, on behalf
of all Pre-Closing Holders. The undersigned Shareholder hereby agrees that in the event any such Excess Expense Payments are made by Apax, the undersigned Shareholder shall, upon written demand by Apax, pay
such Shareholders Pro Rata Participation Percentage of such Excess Expense Payments; provided, however, that the requirement to pay such portion of expenses shall not arise until
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