Exhibit 10.3


 


Execution Version


 


	
        GOLDMAN SACHS BANK USA

        200 West Street

        New York, New York 10282

         
	
        ROYAL BANK OF

        CANADA

        200 Vesey Street

        New York, New York 10281



 


CONFIDENTIAL


 


September 16, 2016


 


Ritchie Bros. Auctioneers Incorporated


9500 Glenlyon Parkway


Burnaby, British Columbia


Canada V5J 0C6


 


$150.0
Million Senior Secured Revolving Credit Facility


$850.0
Million Senior Unsecured Bridge Loan Facility


Amended
and Restated Commitment Letter


 


Ladies and Gentlemen:


 


You have advised Goldman Sachs Bank USA (acting
through such of its affiliates or branches as it deems appropriate, “Goldman Sachs”), Royal Bank of Canada
(“RBC”) and RBC Capital Markets1
(“RBCCM”, and together with RBC, “Royal Bank”, and Royal Bank together with
Goldman Sachs, the “Commitment Parties” or, as the case may be, the “Initial
Lenders”, “we” or “us”) that Ritchie Bros. Auctioneers Incorporated,
a public company incorporated in Canada (the “Borrower” or “you”), through
one of its direct or indirect subsidiaries Topaz Mergersub, Inc., a Delaware corporation (“MergerSub”),
intends to acquire (the “Acquisition”) all of the capital stock of IronPlanet Holdings, Inc. (the “Target”).
You have further advised us that, in connection with the foregoing, you intend to consummate the Transactions (such term and each
other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and
Conditions attached hereto as Exhibit A (the “RCF Term Sheet”) and in the Summary
of Principal Terms and Conditions attached hereto as Exhibit B (together with the RCF Term Sheet, the “Term
Sheets”)).


 


You have further advised us that, in connection
therewith, the Borrower (a) may enter into the Revolving Facility (as defined in Exhibit A) in an initial aggregate
principal amount of up to $150.0 million (as such amount may be reduced as set forth in Exhibit A) and (b)(i) will issue senior
unsecured notes in an aggregate principal amount of up to $850.0 million (the “Senior Unsecured Notes”)
pursuant to a Rule 144A/Regulation S private placement or (ii) if all or any portion of the Senior Unsecured Notes are not issued
on or prior to the Closing Date (as defined below), will incur the Senior Unsecured Bridge Facility (as defined in Exhibit
B) in an aggregate principal amount of up to $850.0 million less the sum of (x) the gross cash proceeds received
from Senior Unsecured Notes or Takeout Indebtedness (as defined in the Joint Fee Letter referred to below) issued on or prior to
the Closing Date and (y) the net cash proceeds from outstanding borrowings by the Borrower or any of its Subsidiaries on the Closing
Date under commercial bank or other credit facilities (excluding any working capital financings of any foreign subsidiaries and
after giving effect to the Refinancing and any other repayments of indebtedness occurring on the Closing Date) in excess of $30.0
million (such borrowings, the “Replacement Loans”). The Revolving Facility, together with the Senior
Unsecured Bridge Facility, are defined as the “Facilities”.


 





 



1
RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.




 




     


     


    

 


This amended and restated commitment letter
(together with the exhibits attached hereto, this “Commitment Letter”) amends and supersedes that certain
commitment letter dated as of August 29, 2016 and delivered by you on such date, by and between Goldman Sachs and you.


 


		1.	Commitments.



 


In connection with the foregoing, each of Goldman
Sachs and RBC is pleased to advise you of its several and not joint commitment to provide 70% and 30%, respectively, of the principal
amount of each of the Facilities, upon the terms set forth in this commitment letter (including the Term Sheets and other attachments
hereto, this “Commitment Letter”) and subject solely to the applicable conditions set forth in Section
6 hereof.


 


		2.	Titles and Roles.



 


It is agreed that (a) each of Goldman Sachs
and RBC will act as joint bookrunners and joint lead arrangers (in such capacities, as applicable, the “Lead Arrangers”
or the “Bookrunners”) for the Facilities, (b) Goldman Sachs will act as the sole administrative agent
for both the Senior Unsecured Bridge Facility (in such capacity, the “Senior Unsecured Bridge Agent”)
and for the Revolving Facility (in such capacity, the “RCF Agent”; together with the Senior Unsecured
Bridge Agent, the “Administrative Agents”, and each an “Administrative Agent”)
and (c) Goldman Sachs will act as the sole collateral agent for the Revolving Facility (in such capacity, the “Collateral
Agent”; together with the Administrative Agents, the “Agents” and each an “Agent”);
in each case upon the terms set forth in this Commitment Letter and subject solely to the applicable conditions set forth in Section
6 hereof. We, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by us
in such roles.


 


You agree that (a) Goldman Sachs will have
“left side” designation and shall appear on the top left of any Information Materials (as defined below) and all other
offering or marketing materials in respect of the Senior Unsecured Bridge Facility and the Revolving Facility and (b) RBC will
have placement immediately to the right of Goldman Sachs in any Information Materials and all other offering or marketing materials
in respect of the Senior Unsecured Bridge Facility and the Revolving Facility.


 


You agree that no other titles will be awarded
and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letters referred to below) will
be paid to any Lender (as defined below) in order to obtain its commitment to participate in the Senior Unsecured Bridge Facility
or the Revolving Facility unless you and we shall so agree.


 




    	 	2	 



     


    

  


		3.	Syndication.



 


The Lead Arrangers reserve the right, prior
to and/or after the execution of definitive documentation for the Facilities (the “Facilities Documentation”)
to syndicate all or a portion of the Initial Lenders’ commitments with respect to the Facilities to a group of banks, financial
institutions and other institutional lenders (together with the Initial Lenders, the “Lenders”)
identified by us in consultation with you and reasonably acceptable to you with respect to both the identity of such Lender and
the amount of such Lender’s commitments (such consent not to be unreasonably withheld or delayed); provided that (a)
we will not syndicate our commitments to (i) certain banks, financial institutions and other institutional lenders that have been
specified to us by you in writing by name prior to the date hereof, (ii) those persons who are competitors of the Borrower
and its subsidiaries or of the Target and its subsidiaries that are separately identified in writing by you to us by name (or,
after the Closing Date, to the applicable Administrative Agent) from time to time, and (iii) in the case of each of clauses (i)
and (ii), any of their affiliates (other than any bona fide debt funds) that are either (x) identified in writing by you from
time to time or (y) clearly identifiable on the basis of such affiliates’ names (the persons referred to in clauses (i),
(ii) and (iii) above, collectively, “Disqualified Lenders”), and (b) notwithstanding the right of the
Initial Lenders to syndicate the Facilities and receive commitments with respect thereto, except as expressly provided in Section
9 hereof in respect of assignments among Goldman Sachs and Goldman Sachs Lending Partners LLC, (i) the Initial Lenders shall
not be relieved, released or novated from their obligations hereunder (including the obligation to fund the applicable Facility
if all applicable conditions thereto have been satisfied on the date of the consummation of the Acquisition with the proceeds of
the initial funding under the Facilities (the date of such funding, the “Closing Date”)) in connection
with any syndication, assignment or participation of the Facilities, including our commitments in respect thereof, until after
the Closing Date has occurred, (ii) no assignment or novation by the Initial Lenders shall become effective as between you
and the Initial Lenders with respect to all or any portion of the Initial Lenders’ commitments in respect of the Facilities
until the initial funding of the Facilities has occurred and (iii) unless you otherwise agree in writing, the Initial Lenders shall
retain exclusive control over all rights and obligations with respect to their respective commitments in respect of each of the
Facilities, including all rights with respect to satisfaction with closing conditions, consents, modifications, supplements, waivers
and amendments, until the Closing Date has occurred.


 




    	 	3	 



     


    

  


Without limiting
your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments
hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event
shall successful completion of syndication of the Facilities constitute a condition to the availability of the Facilities on the
Closing Date. We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to
actively assist us in completing a syndication reasonably satisfactory to you and us until the earlier of (x) 45 days after the
Closing Date and (y) the date on which the Commitment Parties and their respective affiliates hold no more than $0 of the Senior
Unsecured Bridge Facility and the Commitment Parties determine that the Revolving Facility has been successfully syndicated (such
earlier date, the “Syndication Date”). Such assistance shall include (a) your using commercially reasonable
efforts to ensure that any syndication efforts benefit from your existing lending and investment banking relationships, (b) direct
contact between appropriate members of senior management, representatives and advisors of you (and using your commercially reasonable
efforts to arrange direct contact between appropriate members of senior management, representatives and advisors of the Target)
and the proposed Lenders, in all such cases at times and locations mutually agreed upon, (c) assistance by you (and using
your commercially reasonable efforts to arrange direct contact between appropriate members of senior management, representatives
and advisors of the Target) in the preparation of a customary confidential information memorandum and a customary lender presentation
for each of the Facilities and other customary marketing materials and presentations reasonably requested by us in connection with
the syndication (the “Information Materials”), (d) your providing or causing to be provided customary
financial information and projections (the “Projections”) for you and your subsidiaries and the
Target and its subsidiaries and the transactions contemplated hereby, (e) your preparing and providing (and using commercially
reasonable efforts to cause the Target to provide) to the Commitment Parties all other customary and reasonably available information
reasonably requested and deemed necessary by the Lead Arrangers to complete such syndication with respect to you and the Target
and each of your and its respective subsidiaries and the Transactions, (f) using your commercially reasonable efforts to procure
at your expense, prior to the launch of syndication, a public corporate credit rating from Standard & Poor’s Ratings
Service (“S&P”) and a public corporate family rating from Moody’s Investors Service, Inc. (“Moody’s”),
in each case with respect to the Borrower after giving effect to the Transactions, and public ratings for the Senior Unsecured
Notes from each of S&P and Moody’s (it being understood that, in each case, no specific ratings need to be obtained),
(g) the hosting, with the Lead Arrangers, of a reasonable number of general meetings of prospective Lenders at mutually agreed
times and venues (and any additional meetings which may be held by one or more conference calls with prospective Lenders to the
extent necessary) and (h) (i) until the Syndication Date, ensuring that you and your subsidiaries will not have (and using
commercially reasonable efforts to ensure that the Target and its subsidiaries will not have) any issues of debt securities or
commercial bank or other credit facilities (other than (1) the Senior Unsecured Notes or any Takeout Indebtedness issued or incurred
in lieu of the Senior Unsecured Notes, (2) (a) the Facilities or (b) up to $1.0 billion in aggregate commitments under other revolving
credit or term loan A facilities (with greater than nominal scheduled amortization payments) to be entered into in lieu of the
entire Revolving Facility (which may also provide a portion of the financing for the Acquisition and the other Transactions); provided
that the aggregate amount of borrowings under any such facilities under this clause (b) on the Closing Date shall not exceed $350
million (the facilities entered into under this paragraph (2)(b), the “Alternate Facilities”), (3) any
other indebtedness of the Target or any of its subsidiaries permitted to be incurred pursuant to the Purchase Agreement and (4)
indebtedness incurred in the ordinary course of business, including any extensions of credit under the Existing Debt (as defined
in Exhibit A) and any other existing revolving credit facilities of the Borrower,
the Target or any of their respective subsidiaries, being announced, offered, placed or arranged without the consent of the Commitment
Parties (not to be unreasonably withheld), if such issuance, offering, placement or arrangement could reasonably be expected to
impair the primary syndication of the Facilities (it being understood that deferred purchase price obligations and ordinary course
capital lease, purchase money and equipment financings shall be permitted). Notwithstanding anything to the contrary contained
in this Commitment Letter or the Fee Letters or any other letter agreement or undertaking concerning the financing of the Transactions
to the contrary, none of the receipt of ratings referred to in clause (f) above nor the commencement, conduct or completion of
such syndication shall constitute a condition to the commitments hereunder or the availability or funding of the Facilities on
the Closing Date. For the avoidance of doubt, you will not be required
to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation
of confidentiality binding upon (so long as such obligations are not entered into in contemplation of this Commitment Letter),
or waive any privilege that may be asserted by, you, the Target or any of your or their respective subsidiaries or affiliates (in
which case you agree to use commercially reasonable efforts to have any such confidentiality obligation waived, and otherwise in
all instances, to the extent practicable and not prohibited by applicable law, rule or regulation, promptly notify us that information
is being withheld pursuant to this sentence).  Notwithstanding anything herein to the contrary, the only financial statements
that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be those
required to be delivered pursuant to paragraphs 5 and 6 of Exhibit C.


 




    	 	4	 



     


    

 


You agree, at the request of any of the Commitment
Parties, to assist in the preparation of a version of the Information Materials to be used in connection with the syndication of
the Facilities, consisting exclusively of information and documentation that is (i) of a type that would be publicly available
if the Borrower (after giving effect to the Acquisition) and the Target were public reporting companies (as reasonably determined
by you), (ii) publicly available or (iii) not material with respect to the Borrower, the Target or its respective subsidiaries
or any of their respective securities for purposes of foreign, United States Federal and state securities laws (all such Information
Materials being “Public Lender Information”, and Lenders that do not wish to receive information other
than Public Lender Information, each, a “Public Lender”)). Any information and documentation that is
not Public Lender Information is referred to herein as “Private Lender Information” and any Lender that
is not a Public Lender is each referred to herein as a “Private Lender”. The information (to the extent
customarily included in a confidential information memorandum for a credit facility substantially similar to the Revolving Facility)
to be included in the additional version of the Information Materials for Public Lenders will be substantially consistent with
the information included in any offering memorandum for the offering for the Senior Unsecured Notes. Before distribution of any
Information Materials to prospective Lenders (other than the Initial Lenders), you agree to execute and deliver to the Commitment
Parties, (i) to the extent reasonably requested by the Commitment Parties, a customary letter in which you authorize distribution
of the Information Materials to Lenders willing to receive Private Lender Information and (ii) a separate customary letter
in which you authorize distribution of Information Materials containing solely Public Lender Information and represent that such
Information Materials do not contain any Private Lender Information, which letter shall in each case include a customary “10b-5”
representation substantially identical to the representations in Section 4 below (which representations shall not be qualified
by knowledge). Each version of the Information Materials shall (i) exculpate you, the Target and your and its respective affiliates
with respect to any liability related to the misuse of such Information Materials or any related marketing materials by the recipients
thereof and (ii) exculpate us and our respective affiliates with respect to any liability related to the use or misuse of such
Information Materials or any related marketing materials by the recipients thereof.


 




    	 	5	 



     


    

 


You further agree, (a) at the request
of the Commitment Parties, to use your commercially reasonable efforts to identify Public Lender Information by clearly and conspicuously
designating the same as “PUBLIC” and (b) the Commitment Parties shall be entitled to treat any Information Materials
that are not specifically identified as “PUBLIC” as being Private Lender Information. You acknowledge that the following
documents contain solely Public Lender Information (unless you notify us prior to their intended distribution that any such document
contains Private Lender Information) (provided, that such documents have been provided to you and your counsel for review a reasonable
period of time prior thereto): (i) drafts and final copies of the Facilities Documentation, including term sheets; (ii) administrative
materials prepared by the Commitment Partis for prospective Lenders (such as a lender meeting invitation, bank allocation, if any,
and funding and closing memoranda); and (iii) notification of changes in the terms of the Facilities. If you advise us in writing
(including by e-mail) that any of the foregoing items should be distributed only to Private Lenders, then the Lead Arrangers will
not distribute such materials to Public Lenders without your consent. We shall be entitled to treat any Information Materials that
are not specifically identified as “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Lenders” to which Public Lenders do not have access.


 


The Lead Arrangers will manage all aspects
of any syndication in consultation with you, including decisions as to the selection of institutions to be approached (excluding
Disqualified Lenders) and when they will be approached, when their commitments will be accepted, which institutions will participate
(excluding Disqualified Lenders), the allocation of the commitments among the Lenders, any naming rights and the amount and distribution
of fees among the Lenders.


 


		4.	Information.



 


You hereby represent and warrant that (in the
case of information regarding the Target and its subsidiaries prior to the Closing Date, to your knowledge), (a) all written information
(other than the Projections and other than information of a general economic, forward-looking or industry-specific nature) (the “Information”)
that has been or will be made available to the Initial Lenders by or on behalf of you, the Target or any of your or its respective
representatives, when taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not
or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein not materially misleading in light of the circumstances under which such statements are
made (after giving effect to all supplements and updates thereto) and (b) the Projections that have been or will be prepared
by or on behalf of you and made available to the Initial Lenders by or on behalf of you or any of your representatives have been
or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the
time the related Projections are made available to the Initial Lenders (it being understood that the Projections are subject to
significant uncertainties and contingencies, many of which are beyond your control, and that no assurance can be given that any
particular Projections will be realized and variances from the Projections may be material). In arranging and syndicating the Facilities,
we will be entitled to use and rely on the Information and the Projections without responsibility for independent verification
thereof.


 




    	 	6	 



     


    

 


		5.	Fees.



 


As consideration for the Initial Lenders’
commitments hereunder, and our agreements to perform the services described herein, you agree to pay to the Agents, the Lead Arrangers
and the Initial Lenders the fees set forth in this Commitment Letter (including the Term Sheets), in that certain amended and restated
Joint Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Joint Fee Letter”),
and in that certain amended and restated Agency Fee Letter dated the date hereof and delivered herewith with respect to the Facilities
(the “Agency Fee Letter”, and together with the Joint Fee Letter, the “Fee Letters”).


 


		6.	Conditions Precedent.



 


The Initial Lenders’ commitments hereunder
to fund the Facilities on the Closing Date, and the Commitment Parties’ and each Agent’s agreement to perform the services
described herein, are subject solely to the applicable conditions set forth in Exhibit C hereto, and upon satisfaction
(or waiver by the Commitment Parties) of such conditions, the initial funding of the Facilities shall occur (except to the extent
the amount of the gross proceeds of Senior Unsecured Notes or Takeout Securities or Replacement Loans, to the extent Senior Unsecured
Notes or Takeout Securities are issued or any Replacement Loans are incurred in lieu of the Senior Unsecured Bridge Facility or
a portion thereof); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder, including
compliance with the terms of this Commitment Letter, the Fee Letters and the Facilities Documentation, other than those that are
expressly stated in Exhibit C hereto.


 




    	 	7	 



     


    

 


Notwithstanding anything in this Commitment
Letter (including each of the exhibits hereto), the Fee Letters or the Facilities Documentation or any other agreement or undertaking
related to the Facilities to the contrary, (a) the only representations and warranties, the accuracy of which shall be a condition
to the availability of the Facilities on the Closing Date, shall be (i) such of the representations and warranties made by
the Target in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you have (or
an affiliate of yours has) the right (taking into account any applicable cure provisions) to terminate your (or its) obligations
under the Purchase Agreement as a result of the failure of such representations and warranties to be accurate or the right to decline
to consummate the Acquisition (in each case, in accordance with the terms thereof) due to the failure of such representations and
warranties to be accurate (the “Purchase Agreement Representations”) and (ii) the Specified
Representations (as defined below) and (b) the terms of the Facilities Documentation shall be in a form such that they do
not impair the availability of the Facilities on the Closing Date if the applicable conditions set forth in Exhibit C to
this Commitment Letter are satisfied or waived by the Initial Lenders (it being understood that (A) other than with respect
to any UCC Filing Collateral or Stock Certificates (each as defined below), to the extent any Collateral (as defined in Exhibit A)
is not or cannot be delivered, or a security interest in any Collateral cannot be perfected, on the Closing Date after your use
of commercially reasonable efforts to do so, the delivery of, or perfection of a security interest in, such Collateral shall not
constitute a condition precedent to the availability of the Revolving Facility on the Closing Date, but such Collateral shall instead
be required to be delivered, or a security interest in such Collateral perfected, within 90 days after the Closing Date (or
such later date as mutually agreed by you and the Commitment Parties) (subject to extensions reasonably agreed to by the RCF Agent)
(other than, in the case of the Target and its applicable subsidiaries, with respect to any such certificate that has not been
made available to you at least two (2) business days prior to the Closing Date, to the extent you have used commercially reasonable
efforts to procure delivery thereof, in which case, such stock or equivalent certificate may instead be delivered within two (2)
business days after the Closing Date), (B) with respect to perfection of security interests in UCC Filing Collateral, your
sole obligation shall be to deliver, or cause to be delivered, necessary Uniform Commercial Code (“UCC”)
or Personal Property Security Act of the applicable provinces of Canada (“PPSA”) financing statements
to the RCF Agent in proper form for filing in the relevant US state or commonwealth UCC filing office(s) or other similar Canadian
filing office and to authorize and to cause the applicable grantor to authorize the RCF Agent to file such UCC or PPSA financing
statements and (C) with respect to perfection of security interests in Stock Certificates, your sole obligation shall be to
deliver to the RCF Agent or its legal counsel Stock Certificates together with undated stock powers executed in blank). For purposes
hereof, (1) “UCC Filing Collateral” means Collateral consisting of assets of the Borrower, the Target
and its respective applicable subsidiaries for which a security interest can be perfected by filing a UCC or PPSA financing statement,
(2) “Stock Certificates” means Collateral consisting of stock certificates representing capital
stock or other equity interests of the Target and its material, wholly-owned subsidiaries and the other material, wholly-owned
Restricted Subsidiaries of the Borrower organized under the laws of any state, province or other political subdivision of the United
States of America or Canada that is required as Collateral pursuant to the RCF Term Sheet and delivery of which is sufficient to
perfect a security interest therein and, in the case of Stock Certificates of the Target and its subsidiaries, which have been
delivered to you under the Purchase Agreement, and (3) “Specified Representations” means the representations
and warranties of the Target and the Borrower to be set forth in the applicable Facilities Documentation relating to corporate
or other organizational existence, organizational power and authority, due authorization, execution and delivery, in each case
only as they relate to the entering into and performance of the applicable Facilities Documentation; the enforceability of the
applicable Facilities Documentation; Federal Reserve margin regulations; use of proceeds not in violation of the PATRIOT Act (as
defined below), the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”) regulations and the
U.S. Foreign Corrupt Practices Act (the “FCPA”); use of proceeds not in violation of the United Nations
Act (Canada) (“UNA”), the Corruption of Foreign Public Officials Act (Canada) (“CFPOA”),
Part II.1 of the Criminal Code (Canada) (“Criminal Code”) and the Special Economic Measures Act (Canada)
(“SEMA”) and other applicable anti-terrorism, anti-money laundering and anti-corruption laws; the Investment
Company Act; no conflicts between the applicable Facilities Documentation and the organizational documents of the Target, the Borrower
and each of their respective applicable subsidiaries (in each case, only as they relate to the entering into and performance of
the applicable Facilities Documentation); solvency of Borrower and its subsidiaries on a consolidated basis as of the Closing Date
(defined in a manner consistent with the form of solvency certificate attached hereto as Exhibit D); and, solely
in the case of the Revolving Facility and subject to permitted liens and the limitations set forth in the prior sentence, creation,
validity and perfection of security interests. This paragraph, and the provisions herein, shall be referred to as the “Certain
Funds Provision”. Without limiting the conditions precedent provided herein to funding the consummation of the Acquisition
with the proceeds of the Facilities, the Commitment Parties will cooperate with you as reasonably requested in coordinating the
timing and procedures for the funding of the Facilities in a manner consistent with the Purchase Agreement.


 




    	 	8	 



     


    

 


		7.	Indemnification; Expenses.



 


You agree:


 


(a)to indemnify and hold harmless each
Commitment Party and its affiliates and its and its affiliates’ respective officers, directors, employees, agents, advisors,
representatives, controlling persons and members, partners and successors and permitted assigns (other than any Excluded Affiliate)
(each a “Representative”) of each of the foregoing (each, an “Indemnified Person”),
from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified
Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Purchase Agreement,
the Transactions, the Facilities or any other transactions related to the foregoing or any claim, litigation, investigation or
proceeding (each, an “Action”) relating to any of the foregoing, regardless of whether any such
Indemnified Person is a party to such Action (and regardless of whether such Action is initiated by a third party, the Borrower,
the Target or any of its respective affiliates or equity holders), and to reimburse each such Indemnified Person, promptly upon
receipt of a written request therefor together with customary backup documentation in reasonable detail, for any reasonable legal
or other out-of-pocket expenses incurred in connection with investigating or defending any such Action (limited to one counsel
for all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Persons taken
as a whole in each relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions)
and, solely in the case of an actual or perceived conflict of interest between Indemnified Persons where the Indemnified Persons
affected by such conflict inform you of such conflict, one additional counsel in each relevant material jurisdiction to each group
of affected Indemnified Persons similarly situated, taken as a whole); provided that the foregoing indemnity will not, as
to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a
final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the willful misconduct, bad
faith or gross negligence of such Indemnified Person or any Representative of such Indemnified Person, (ii) a material breach of
the obligations of such Indemnified Person or any such Indemnified Person’s affiliates under this Commitment Letter, the
Fee Letters or the Facilities Documentation or (iii) any Action that is brought by an Indemnified Person against any other
Indemnified Person (other than any Action against an arranger, bookrunner or agent under the Facilities acting in its capacity
as such or any claims arising out of an act or omission on the part of you or any of your respective affiliates) (provided,
that each Indemnified Person agrees (by accepting the benefits hereof) to refund and return any and all amounts paid by you to
such Indemnified Person to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with any
of the foregoing items described in clauses (i), (ii) or (iii) occurs).


 


(b)whether or not the Transactions are
consummated or the Closing Date occurs, to reimburse each Commitment Party after receipt of a written request together with customary
backup documentation in reasonable detail, for all reasonable out-of-pocket expenses (including, but not limited to, (i) expenses
of each Commitment Party’s due diligence investigation, (ii) syndication expenses, (iii) travel expenses and (iv) fees, disbursements
and other charges of one counsel to the Commitment Parties identified in the Term Sheets, and, if necessary, of a single local
counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) for all
Indemnified Persons, taken as a whole, incurred solely in connection with the Facilities and the preparation and negotiation of
this Commitment Letter, the Fee Letters, the Facilities Documentation and any related definitive documentation (collectively, the
“Expenses”); provided that, without limiting clause (a) above, if the Closing Date (as defined
in the Joint Fee Letter) does not occur, you shall not be obligated to reimburse the Commitment Parties in respect of legal fees
and expenses pursuant to this clause (b) in excess of $500,000.


 




    	 	9	 



     


    

 


You shall not be liable for any settlement
of any Action effected without your prior written consent (such consent not to be unreasonably withheld or delayed), but, if settled
with your prior written consent or if there is a final judgment in any such Action, you agree to indemnify and hold harmless each
Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement
or final judgment in accordance with this Section 7. You shall not, without the prior written consent of an Indemnified Person
(which consent shall not be unreasonably withheld or delayed in the case of any third-party Action), effect any settlement of any
Action in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (x) includes
an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such Actions and
(y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such
Indemnified Person. Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund or return any and all amounts
paid by you under this Section 7 to such Indemnified Person for any losses, claims, damages, liabilities and expenses to the extent
such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof.


 


You agree that, notwithstanding any other provision
of this Commitment Letter, none of we or you or any Indemnified Person, the Target, or any of its respective subsidiaries, shall
have any liability for any special, indirect, consequential or punitive damages (including, without limitation any loss of profits,
business or anticipated savings) in connection with this Commitment Letter, the Fee Letters, the Transactions (including the Facilities
and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of
this Commitment Letter, the Fee Letters and the Facilities Documentation; provided that nothing contained in this paragraph
shall limit your indemnity and reimbursement obligations to the extent such indirect, special, punitive or consequential damages
are included in any third-party claim with respect to which the applicable Indemnified Person is entitled to indemnification under
the first paragraph of this Section 7.


 


You acknowledge that we may receive a future
benefit on matters unrelated to this matter, including, without limitation, discount, credit or other accommodation, from any of
such counsel based on the fees such counsel may receive on account of their relationship with us, including without limitation
fees paid pursuant hereto (it being understood and agreed that, in no event, shall the Expenses include items in respect of any
unrelated matter or otherwise be increased as a result of such counsel’s representation of us on another matter or on account
of our relationship with such counsel).


 




    	 	10	 



     


    

 


		8.	Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.



 


Consistent with the Commitment Parties’
policies to hold in confidence the affairs of their customers, the Commitment Parties will not furnish confidential information
obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you to
other companies. You acknowledge that we do not have any obligation to use in connection with the transactions contemplated by
this Commitment Letter, or to furnish to you, confidential information obtained by us or any of our respective affiliates from
other companies. The Commitment Parties may have economic interests that conflict with yours or those of your equity holders or
affiliates. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment
Parties or their respective affiliates is intended to be or has been created in respect of any of the transactions contemplated
by this Commitment Letter (or the Fee Letters, including the exercise of rights and remedies hereunder or thereunder), irrespective
of whether the Commitment Parties or their respective affiliates have advised or are advising you on other matters, (b) the transactions
contemplated by this Commitment Letter and the Fee Letters (including the exercise of rights and remedies hereunder and thereunder)
are arm’s-length commercial transactions between the Commitment Parties and their respective affiliates, on the one hand,
and you, on the other hand, that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part
of the Commitment Parties or their respective affiliates, (c) you are capable of evaluating and understanding, and you understand
and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been
advised that the Commitment Parties and their respective affiliates are engaged in a broad range of transactions that may involve
interests that differ from your interests and that the Commitment Parties and their respective affiliates have no obligation to
disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and (e) you waive,
to the fullest extent permitted by law, any claims you may have against the Commitment Parties or their respective affiliates for
breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Commitment Parties and their respective affiliates
shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting
a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors, in each case in connection
with the Transactions. Additionally, you acknowledge and agree that the Commitment Parties are not advising you as to any legal,
tax, investment, accounting or regulatory matters in any jurisdiction (including, without limitation, with respect to any consents
needed in connection with the transactions contemplated hereby). You shall consult with your own advisors concerning such matters
to the extent you deem appropriate and shall be responsible for making your own independent investigation and appraisal of the
transactions contemplated hereby (including, without limitation, with respect to any consents needed in connection therewith),
and the Commitment Parties and their respective affiliates shall have no responsibility or liability to you with respect thereto.
Any review by the Commitment Parties or their respective affiliates of the Borrower or any of its subsidiaries, the Target, the
Transactions, the other transactions contemplated hereby or other matters relating to such transactions will be performed solely
for the benefit of the Commitment Parties and their respective affiliates and shall not be on behalf of you or any of your affiliates.


 




    	 	11	 



     


    

 


You further acknowledge that the Commitment
Parties and their respective affiliates are full-service securities firms engaged in securities trading and brokerage activities
as well as providing investment banking and other financial services, including to other companies in respect of which you may
have conflicting interests. In the ordinary course of business, the Commitment Parties and their respective affiliates may provide
investment banking and other financial services to, and/or acquire, hold or sell, for their own accounts and the accounts of customers,
equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, the Borrower,
the Target and other companies with which you, the Borrower, or the Target may have commercial or other relationships. Although
the Commitment Parties in the course of such other activities and relationships may acquire information about the transactions
contemplated by this Commitment Letter or other entities and persons that may be the subject of the financing contemplated by this
Commitment Letter, the Commitment Parties shall have no obligation to disclose such information, or the fact that such Commitment
Parties is in possession of such information, to you or any of your affiliates or to use such information on your or your affiliates’
behalf. With respect to any securities and/or financial instruments so held by the Commitment Parties and their respective affiliates
or any of their customers, all rights in respect of such securities and financial instruments, including any voting rights, will
be exercised by the holder of the rights, in its sole discretion.


 


As you know, Goldman Sachs has been retained
by the Borrower (or one of its affiliates) as financial advisor (in such capacity, the “Financial Advisor”)
in connection with the Acquisition and the Transactions. You have agreed to such retention, and further agree not to assert any
claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the
engagement of the Financial Advisor, on the one hand, and our and our affiliates’ relationships with you as described and
referred to herein, on the other. Each other Commitment Parties hereto acknowledges (i) the retention of Goldman Sachs as
the Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such
Commitment Parties on the part of Goldman Sachs or its affiliates.


 


		9.	Assignments; Amendments; Governing Law, Etc.



 


This Commitment Letter and the commitments
hereunder shall not be assignable by any party hereto (other than by any Initial Lender to any of its affiliates) without the prior
written consent of the other parties hereto (and any attempted assignment without such consent shall be null and void), is intended
to be solely for the benefit of the parties hereto (and Indemnified Persons), and is not intended to confer any benefits upon,
or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons). Any and all obligations of,
and services to be provided by, us hereunder (including, without limitation, the Initial Lenders’ commitments) may be performed
and any and all of our rights hereunder may be exercised by or through any of our respective affiliates or branches and, in connection
with such performance or exercise, we may exchange with such affiliates or branches information concerning you and your affiliates
that may be the subject of the transactions contemplated hereby and, to the extent so employed, such affiliates and branches shall
be entitled to the benefits afforded to us hereunder; provided that nothing in this Commitment Letter shall relieve us of
any of our obligations hereunder except as expressly provided in Section 2 or 3 above and (y) notwithstanding anything to
the contrary set forth herein, we may assign our commitment and agreements hereunder, in whole or in part, to Goldman Sachs Lending
Partners LLC and our commitments and agreements hereunder may be performed by or through Goldman Sachs Lending Partners LLC. This
Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by us
and you.


 




    	 	12	 



     


    

 


This Commitment Letter may be executed in any
number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.
Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission
shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference
only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting,
this Commitment Letter.


 


You acknowledge that information and documents
relating to the Facilities may be transmitted through SyndTrak, Intralinks, the Internet, e-mail or similar electronic transmission
systems, and that the Commitment Parties shall not be liable for any damages arising from the unauthorized use by others of information
or documents transmitted in such manner except to the extent such damages are found in a final, non-appealable judgment of a court
of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of the Commitment Parties.
This Commitment Letter and the Fee Letters supersede all prior understandings, whether written or oral, between you and us with
respect to the Facilities.


 


Each of the parties hereto agrees that (i)
this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity
(whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement
to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter,
it being acknowledged and agreed that the funding of the Facilities is subject only to the applicable conditions precedent set
forth in Exhibit C hereto and (ii) each of the Fee Letters is a binding and enforceable agreement (subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’
rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto
with respect to the subject matter set forth therein.


 


This
Commitment Letter and any claim, controversy or dispute arising under or related to this Commitment Letter or the Fee Letters (including,
without limitation, any claims sounding in contract law or tort law arising out of the subject matter hereof) shall be governed
by, and construed in accordance with, the laws of the State of New York; provided, however, that (a) the
interpretation of the definition of Material Adverse Change (as defined in Exhibit C hereto) (and whether or not
a Material Adverse Change has occurred), (b) the determination of the accuracy of any Purchase Agreement Representations and whether
as a result of any inaccuracy of any Purchase Agreement Representations you have (or an affiliate of yours has) the right (taking
into account any applicable cure provisions) to terminate your (or its) obligations under the Purchase Agreement as a result of
the failure of such representations to be accurate or the right to decline to consummate the Acquisition due to the failure of
such representations to be accurate and (c) the determination of whether the Acquisition has been consummated in accordance with
the terms of the Purchase Agreement shall, in each case, be governed by, and construed and interpreted in accordance with, the
internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the
State of Delaware.


 




    	 	13	 



     


    

 


		10.	Jurisdiction.



 


Each of the parties hereto hereby irrevocably
and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from
any thereof, in any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letters or the transactions
contemplated hereby or thereby, and agrees that all claims in respect of any such suit, action or proceeding may be heard and determined
only in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to this Commitment Letter, the Fee Letters or the transactions contemplated hereby or
thereby in any such New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (d) agrees
that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. The Borrower shall provide evidence that it has appointed Corporation
Service Company at 80 State Street, Albany, NY, 12207-2543 as its agent for service of process for the purpose of the submission
to jurisdiction as set forth above. Service of any process, summons, notice or document by registered mail addressed to you at
the address above shall be effective service of process against you for any suit, action or proceeding brought in any such court.
To the extent that the Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any
court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, the Borrower irrevocably waives (to the extent permitted by applicable
law) such immunity in respect of its obligations hereunder.


 


		11.	Waiver of Jury Trial.



 


Each of the parties hereto
irrevocably waives the right to trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf of any party
related to or arising out of this Commitment Letter, the Fee Letters or the performance of services hereunder or thereunder.


 




    	 	14	 



     


    

 


		12.	Confidentiality.



 


This Commitment
Letter is delivered to you on the understanding that none of this Commitment Letter, the Fee Letters or any of their terms or substance,
nor the activities of the Commitment Parties pursuant hereto, shall be disclosed, directly or indirectly, to any other person except
(a) your affiliates and the officers, directors, employees, attorneys, accountants or advisors of you or any such affiliate on
a confidential basis, (b) pursuant to the order of any court or administrative agency in any
pending legal or administrative proceeding, or otherwise as required by applicable law or stock exchange requirement or compulsory
legal process (in which case you agree to inform us promptly thereof to the extent lawfully permitted to do so), (c) if the
Commitment Parties consent in writing to such proposed disclosure, (d) the Term Sheets and the existence of this Commitment Letter
(but not this Commitment Letter or the Fee Letters) may be disclosed to any rating agency in connection with the Transactions,
or (e) in connection with the enforcement of your rights hereunder; provided that you may disclose (i) this Commitment Letter
and the contents hereof to the Target and each of its officers, directors, employees, attorneys, accountants, agents and advisors
involved in the consideration of the Transactions on a confidential basis and to equity investors involved in the consideration
of the Transactions on a confidential basis; (ii) the Fee Letters, to the extent the Fee Letters has been redacted with respect
to the fee amounts and the pricing and other economic terms of the “Market Flex” provisions to the Target and its officers,
directors, employees, attorneys, accountants, agents and advisors involved in the consideration of the Transactions, on a confidential
basis; (iii) the aggregate fee amounts contained in the Fee Letters as part of Projections, pro forma information or a generic
disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the Target and its respective officers,
directors, employees, attorneys, accountants and advisors involved in the consideration of the Transactions, on a confidential
basis, or to the extent customary or required in offering and marketing materials for the Facilities or the Senior Unsecured Notes
or Takeout Securities or in any public filing relating to the Transactions; (iv) the Term Sheets and the other exhibits and annexes
to this Commitment Letter in any syndication of the Facilities or other marketing efforts for debt to be used to finance the Transactions;
and (v) you may disclose this Commitment Letter (but not the Fee Letters) and its contents in any proxy statement or other public
filing relating to the Acquisition. We agree that we will permit you to review and approve (such approval not to be unreasonably
withheld or delayed) any reference to you or any of your respective affiliates in connection with the Facilities or the transactions
contemplated hereby contained in any press release or similar written disclosure prior to public release. The obligations under
this paragraph with respect to this Commitment Letter shall terminate automatically after the Facilities Documentation has been
executed and delivered by the parties thereto to the extent superseded thereby.  To the extent not earlier terminated, the
provisions of this paragraph with respect to this Commitment Letter shall automatically terminate on the second anniversary of
the date hereof. Notwithstanding the foregoing, the Agency Fee Letter may not be disclosed to any other party without the prior
consent of Goldman Sachs.


 




    	 	15	 



     


    

 


We and our affiliates will use all confidential
information provided to us or such affiliates by or on behalf of you hereunder (including any information obtained by us or our
affiliates based on a review of the books and records relating to you or the Target or any of your or its respective subsidiaries
or affiliates) or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services
which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose
or otherwise divulge, such information; provided that nothing herein shall prevent us and our affiliates from disclosing
any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative
proceeding, or otherwise as required by applicable law or compulsory legal process based on the advice of counsel (in which case
we agree (except with respect to any audit or examination conducted by bank accountants or any governmental or bank regulatory
authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform
you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority (including any self-regulatory
authority) having jurisdiction over us or any of our affiliates (in which case we agree (except with respect to any audit or examination
conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority),
to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure), (c) to the
extent that such information becomes publicly available other than by reason of improper disclosure by us or any of our affiliates
or Representatives in violation of any confidentiality obligations owing to you, the Target or any of your or its respective affiliates
(including those set forth in this paragraph), (d) to the extent that such information is received by us from a third party that
is not, to our knowledge, subject to contractual or fiduciary confidentiality obligations owing to you or any of your or its respective
affiliates or related parties, (e) to the extent that such information is independently developed by us, (f) to our affiliates
and to our and its respective employees, legal counsel, independent auditors, professionals and other experts or agents who need
to know such information in connection with the Transactions and who are informed of the confidential nature of such information
and have been advised of their obligation to keep information of this type confidential, (g) in the case of the Term Sheets,
or marketing term sheets based substantially on the Term Sheets, to ratings agencies in connection with obtaining ratings for the
Borrower and the Senior Unsecured Bridge Facility or the Senior Unsecured Notes or to potential or prospective Lenders (other than
any Disqualified Lenders), participants or assignees and to any direct or indirect contractual counterparty to any swap or derivative
transaction relating to the Borrower or any of its subsidiaries or their respective obligations, in each case who agree to be bound
by the terms of this paragraph (or language substantially similar to this paragraph); (h) to the extent you have consented to such
disclosure, (i) for purposes of establishing a “due diligence” defense or in connection with any remedy or enforcement
of any right hereunder or under the Fee Letters, or (j) to the extent necessary or customary for inclusion in league table measurement;
provided, further, that the disclosure of any such information to any Lenders or prospective Lenders or participants
or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective
Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially
the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as
agreed in any Information Materials or other marketing materials) in accordance with customary syndication processes and customary
market standards for dissemination of such type of information. In addition, each Commitment Party may disclose the existence of
the Facilities and the information about the Facilities contained in the Term Sheets in customary fashion to market data collectors,
similar services providers to the lending industry, and service providers to any other Commitment Party in connection with the
administration and management of the Facilities. Our and our affiliates’ obligations under this paragraph shall terminate
automatically and be superseded by the confidentiality provisions in the Facilities Documentation upon the Closing Date; provided,
further, that if the Closing Date does not occur, this paragraph shall automatically terminate on the second anniversary
hereof. Neither the Commitment Parties nor any of their affiliates will use confidential information obtained from you by virtue
of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance
by it of services for other persons.


 




    	 	16	 



     


    

 


Notwithstanding anything herein to the contrary,
you (and any of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and the Fee Letters and all
materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax
structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party
(or any affiliate of such party) to this Commitment Letter or the Fee Letters and (ii) no party shall disclose any information
relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable
securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and the Fee Letters
is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is
any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.


 


		13.	Surviving Provisions.



 


The reimbursement, indemnification, confidentiality
(to the extent provided above), syndication, information, jurisdiction, governing law, venue and waiver of jury trial provisions
contained herein, in the Fee Letters and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect
regardless of whether the Facilities Documentation shall be executed and delivered and (other than in the case of the syndication
provisions) notwithstanding the termination of this Commitment Letter or the Initial Lenders’ commitments hereunder and our
agreements to perform the services described herein; provided that your obligations under this Commitment Letter, other
than those relating to confidentiality and to the syndication of the Facilities, shall automatically terminate and be superseded
by the corresponding provisions of the Facilities Documentation (with respect to indemnification, reimbursement and confidentiality,
to the extent covered thereby) upon the initial funding under the Facilities and the payment of all amounts owing at such time
hereunder and under the Fee Letters, and you shall be released from all liability in connection therewith at such time.


 


		14.	PATRIOT Act Notification.



 


We hereby notify you that, pursuant to the
requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT
Act”), each of us and each Lender is required to obtain, verify and record information that identifies the borrower
and each guarantor of the Facilities, which information includes the name, address, tax identification number and other information
regarding the borrower and each guarantor of the Facilities that will allow us or such Lender to identify each borrower and each
guarantor of the Facilities in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the
PATRIOT Act and is effective as to each of us and each Lender. You hereby acknowledge and agree that we shall be permitted to share
any or all such information with the Lenders.


 




    	 	17	 



     


    

 


		15.	Acceptance and Termination.



 


If the foregoing correctly sets forth our agreement
with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letters by returning to Goldman
Sachs executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on September 16, 2016.
The Initial Lenders’ commitments hereunder, and the Commitment Parties’ agreements to perform the services described
herein, will expire automatically and without further action or notice and without further obligation to you at such time in the
event Goldman Sachs has not received such executed counterparts in accordance with the immediately preceding sentence. This Commitment
Letter will become a binding commitment on the Commitment Parties only after it has been duly executed and delivered by you in
accordance with the first sentence of this Section 15. In the event that the Closing Date does not occur on or prior to the
earliest to occur of (x) the date that is five business days following the End Date (as defined in the Purchase Agreement
dated as of August 29, 2016), (y) the termination of the Purchase Agreement in accordance with its terms in the event the Acquisition
is not consummated and (z) the consummation of the Acquisition (with or without the funding of the Facilities), then this Commitment
Letter and the commitments of the Initial Lenders hereunder, and the Commitment Parties’ agreements to perform the services
described herein, shall automatically terminate without further action or notice and without further obligation to you unless the
Commitment Parties shall, in their discretion, agree to an extension in writing. Notwithstanding the foregoing, to the extent you
obtain commitments under any Alternate Facility, you shall promptly notify us and the entire commitment under the Revolving Facility
will be terminated. You shall have the right to terminate this Commitment Letter and the commitments of the Lenders hereunder (in
whole or in part) at any time upon written notice to them from you, subject to your surviving obligations as set forth in Section
13 of this Commitment Letter and in the Fee Letters. Notwithstanding anything in this Section 15 to the contrary, the termination
of any commitment pursuant to this Section 15 does not prejudice your or our rights and remedies in respect of any breach
of this Commitment Letter that occurred prior to such termination.


 


[Signature page follows.]


 




    	 	18	 



     


    

 


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


 


	 	Very truly yours,
	 	 
	 	GOLDMAN SACHS BANK USA
	 	 
	 	By:	/s/ Thomas M. Manning
	 	Name: Thomas M. Manning
	 	Title: Authorized Signatory


 


[Signature page to Commitment
Letter]


 




     


     


    

 


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


 





	 	ROYAL BANK OF CANADA
	 	 
	 	By:	/s/ James S. Wolfe
	 	Name: James S. Wolfe
	 	Title: Managing Director, Head of Global Leveraged Finance







 


[Signature page to Commitment Letter]


 




     


     


    

 


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


 


Accepted and agreed to as of


the date first above written:


 


	RITCHIE BROS. AUCTIONEERS INCORPORATED	 
	 	 
	By: 	/s/ Sharon Driscoll	 
	Name: Sharon Driscoll	 
	Title: Chief Financial Officer	 
	 	 	 


 


[Signature page to Commitment Letter]


 




     


     


    

  


EXHIBIT A


 


$150.0
Million Revolving Credit Facility


Summary
of Principal Terms and Conditions2


 


	Borrower:	Ritchie Bros. Auctioneers Incorporated, a public company incorporated in Canada (the “Borrower”).
	 	 
	Transactions:	
        The Borrower, through one of its direct or
        indirect subsidiaries, intends to acquire (the “Acquisition”) the Target pursuant to an Agreement and
        Plan of Merger (together with all exhibits, schedules and annexes thereto, the “Purchase Agreement”)
        dated as of August 29, 2016 among the Borrower, MergerSub, the Target and Fortis Advisors LLC as representative for the Indemnifying
        Security-Holders referred to therein.

         

        In connection with the Acquisition:

         

        (a) on or before the Closing Date, (i) the
        Borrower’s existing revolving credit facility governed by that certain (x) Amended and Restated Credit Agreement, dated as
        of May 31, 2013, as amended (the “BofA Credit Agreement”), among Bank of America, N.A. as the lender,
        the additional revolving borrowers party thereto, and the other lenders and parties thereto and (y) Credit Agreement, dated as
        of September 27, 2013, as amended, amended and restated and/or supplemented from time to time, among U.S. Bank National Association
        as the lender, the Borrower and the other parties thereto, will, in each case, be repaid in full, and all commitments thereunder
        will be terminated and all security interests (if any) relating thereto shall be released, (ii) the Borrower’s existing notes
        governed by that certain Second Amended and Restated Private Shelf Agreement, dated as of November 14, 2014, as amended (the “Shelf
        Agreement”), the Borrower, the co-obligors party thereto and the purchasers from time to time party thereto, will
        be repaid in full, and the Shelf Agreement will be terminated and (iii) to the extent that any other committed or uncommitted revolving
        credit facility (including, for the avoidance of doubt, the uncommitted credit facility dated as of December 20, 2012, as amended,
        amended and restated and/or supplemented from time to time, by and among ING Bank N.V. as the lender, the Borrower and the other
        parties thereto) of the Borrower and its Restricted Subsidiaries (as defined below) (the “Existing Cash Management
        Facilities”) would prohibit the Transactions on the Closing Date, such revolving credit facility will be repaid in
        full, and all commitments thereunder will be terminated and all security interests (if any) relating thereto shall be released
        (all indebtedness referred to in this clause (a), the “Borrower’s Existing Debt”);



 





 



2
All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet
(the “RCF Term Sheet”) is attached, Exhibit B, the annexes to Exhibit A or
Exhibit B or the other exhibits thereto. In the event any such capitalized term is subject to multiple and differing
definitions, the appropriate meaning thereof for purposes of this Exhibit A shall be determined by reference to the
context in which it is used.




 




     


     


    

 


	 	
        (b) the Borrower may obtain the senior secured
        revolving credit facility described below under the caption “Revolving Facility”;

         

        (c) either (i) the Borrower will issue the
        Senior Unsecured Notes in a Rule 144A / Regulation S offering or other private placement or issue Takeout Securities or incur Replacement
        Loans in an aggregate principal amount of $850.0 million or (ii) if all or any portion of the Senior Unsecured Notes or Takeout
        Indebtedness are not issued or Replacement Loans are not incurred, the Borrower will obtain the senior unsecured bridge loan facility
        (the “Senior Unsecured Bridge Facility”) described under the caption “Senior Unsecured Bridge Facility”
        in Exhibit B to the Commitment Letter to which this Term Sheet is attached;

         

        (d) the Acquisition will be consummated on
        the Closing Date and the Target will become a subsidiary of the Borrower;

         

        (e) the existing indebtedness for borrowed
        money of the Target and its subsidiaries under the Target’s existing credit facility governed by that certain Credit Agreement,
        dated as of September 16, 2015, as amended (“Target’s Existing Debt” and, together with the Borrower’s
        Existing Debt, the “Existing Debt”) will be repaid (and all liens with respect thereto shall have been
        terminated and released) (such transactions, together with the transactions referred to in paragraph (a) above, the “Refinancing”);
        and

         

        (f) fees and expenses incurred in connection
        with the foregoing (the “Transaction Costs”) will be paid. The Acquisition, the Refinancing, the Facilities,
        the offering of the Senior Unsecured Notes and the other transactions described in this paragraph are collectively referred to
        herein as the “Transactions”.



 


	Administrative Agent:	Goldman Sachs, acting through one or more of its branches or affiliates, will act as sole administrative agent (in such capacity, the “RCF Agent”) for a syndicate of banks, financial institutions and other institutional lenders reasonably acceptable to the Borrower (together with the Initial Lenders holding Revolving Commitments (as defined below), the “Revolving Lenders”) and will perform the duties customarily associated with such role.
	 	 
	Collateral Agent:	Goldman Sachs, acting through one or more of its branches or affiliates, will act as the collateral agent (in such capacity, the “Collateral Agent”) for the Revolving Lenders and will perform the duties customarily associated with such role.


 




    	 	 	A-2



     


    

 


	Joint Lead Arrangers and Joint Bookrunners	The Lead Arrangers and Bookrunners (each as defined in the Commitment Letter) will act as joint lead arrangers and joint bookrunners, respectively, for the Revolving Facility and will perform the duties customarily associated with such roles.
	 	 
	Revolving Facility:	A senior secured revolving credit facility (the “Revolving Facility”; the commitments to fund the loans thereunder, the “Revolving Commitments”) made available to the Borrower in an aggregate principal amount of $150.0 million under which Borrower may borrow loans from time to time (the loans thereunder, together with Swingline Loans referred to below, the “Revolving Loans”), and an amount to be mutually agreed of which will be available through a sub-facility of the Revolving Facility (as further increased from time to time as provided under the section titled “Commitment Increase” below, the “Letter of Credit Cap”) in the form of Letters of Credit (as defined below) for the account of Borrower or any of its Restricted Subsidiaries subject to availability as described under the heading “Availability and Amounts” below; provided that the Revolving Commitments under the Revolving Facility on the Closing Date shall be reduced by (i) any commitments made available under the Revolving Facility entered into upon an Escrow Securities Demand (as defined in the Joint Fee Letter) prior to the Closing Date and (ii) any commitments under any Existing Cash Management Facilities that remain outstanding on the Closing Date (unless the obligations in respect of such commitments are not secured by any security interest on any assets of the Borrower and its Restricted Subsidiaries); provided further that a portion of the Revolving Facility to be mutually agreed may be made available in Canadian Dollars, British Pounds Sterling, Euros and Australian Dollars, in each case, subject to sublimits to be mutually agreed (each a “Permitted Foreign Currency”).
	 	 
	Swingline Loans:	
        In connection with the Revolving Facility,
        the RCF Agent (in such capacity, the “Swingline Lender”) will make available to the Borrower, upon same-day
        notice, a swingline facility under which the Borrower may make short-term borrowings in U.S. dollars only of up to an aggregate
        amount to be mutually agreed upon. Except for purposes of calculating the commitment fee described in Annex I hereto, such
        swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis.

         

        Defaulting Lender provisions will be consistent
        with the RCF Credit Documentation (as defined below).



 




    	 	 	A-3



     


    

 


	Commitment Increase:	The Borrower shall have the right to solicit existing Revolving Lenders or prospective lenders who are eligible assignees reasonably acceptable to the RCF Agent and the Issuing Banks (as defined below) to provide additional revolving loan commitments under the Revolving Facility (a “Commitment Increase”) in an aggregate amount not to exceed an amount to be agreed and on such other terms and conditions to be mutually agreed. 
	 	 
	
        Purpose:

         
	The proceeds of Revolving Loans will be used by the Borrower from time to time for general corporate purposes after the Closing Date; provided that the amount of Revolving Loans permitted to be incurred on the Closing Date shall be subject to the restrictions set forth in the “Availability and Amounts” section below.
	 	 
	Availability and Amounts:	
        From and after the Closing Date, Revolving
        Loans under the Revolving Facility (exclusive of Letter of Credit usage) will be available at any time prior to the final maturity
        of the Revolving Facility, in minimum principal amounts and upon notice to be mutually agreed upon; provided that Revolving
        Loans made on the Closing Date will be limited to an amount sufficient to, at the option of the Borrower, (i) pay consideration
        under the Purchase Agreement, (ii) pay Transaction Costs and/or (iii) backstop, replace or cash collateralize letters of credit
        outstanding on the Closing Date; provided that the aggregate amount of Revolving Loans drawn under the Revolving Facility
        on the Closing Date shall not exceed $30 million (the “Closing Date Draw Amount”); provided further
        that the Commitment Parties’ commitments to provide Revolving Commitments under the Revolving Facility on the Closing Date
        shall be reduced by (i) any commitments made under the Revolving Facility entered into pursuant to an Escrow Securities Demand
        prior to the Closing Date and (ii) any commitments under any Existing Cash Management Facilities that remain outstanding on the
        Closing Date (unless the obligations in respect of such commitments are not secured by any security interest on any assets of the
        Borrower and its Restricted Subsidiaries).

         

        Subject to customary terms and conditions to
        be mutually agreed, the Borrower and/or a Local Borrowing Subsidiary (to be defined in a manner mutually agreed) may borrow Revolving
        Loans (or, in the sole discretion of the relevant Local Lender (as defined below), bankers’ acceptances) in U.S. dollars
        or a Permitted Foreign Currency from affiliates of the RCF Agent (or, if such affiliates of the RCF Agent decline to act as a Local
        Lender, such other financial institutions reasonably acceptable to the RCF Agent) (each, a “Local Lender”),
        with each Revolving Lender taking a U.S. dollar-denominated irrevocable and unconditional participating interest therein (amounts
        available under this facility, the “Local Loan Subfacility”; and the loans thereunder, the “Local
        Loans”).



 




    	 	 	A-4



     


    

 


	 	The Local Loan Subfacility shall include terms no less favorable to the Borrower than such corresponding terms under the Existing Revolving Facility and shall address the structure and operating requirements of the Borrower and its subsidiaries after giving effect to the Acquisition.
	 	 
	Interest Rates and Fees:	As set forth on Annex I hereto.
	 	 
	Default Rate:	The applicable interest rate plus 2.0% per annum payable on overdue amounts only.
	 	 
	Final Maturity:	The Revolving Facility will mature and the Revolving Commitments thereunder will terminate on the date that is 5 years after the Closing Date; provided that the RCF Credit Documentation shall provide the right for individual Revolving Lenders to agree to extend the maturity date of all or a portion of the commitments and outstanding loans under the Revolving Facility upon the request of the Borrower and without the consent of any other Revolving Lender; it being understood that each Revolving Lender shall have the opportunity to participate in such extension on the same terms and conditions as each other Revolving Lender (it being understood that no existing Revolving Lender will have any obligation to commit to any such extension); provided, further, that any such extension, without limitation, may, subject to the Borrower’s consent, contain an increase in the interest rate payable with respect to such extended loans and commitments, with such extensions not subject to any “default stoppers”, financial tests or “most favored nation” pricing provisions.
	 	 
	Letters of Credit:	Letters of credit under the Revolving Facility (“Letters of Credit”) will be issued by the RCF Agent and other Revolving Lenders acceptable to the Borrower and the RCF Agent that shall have consented to such role (each, an “Issuing Bank”); provided that, no Revolving Lender as of the Closing Date shall be required to issue Letters of Credit in excess of its ratable share of the Letters of Credit sublimit (determined based on its ratable share of the Revolving Commitments as of the Closing Date); provided further, that Goldman Sachs (or its affiliates) shall only be required to issue standby Letters of Credit denominated in U.S. dollars or a Permitted Foreign Currency and shall not be required to issue any documentary, commercial or trade Letters of Credit.  Letters of Credit will be denominated in U.S. Dollars or a Permitted Foreign Currency.  Each Letter of Credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) unless arrangements reasonably satisfactory to the applicable Issuing Bank and the RCF Agent have been entered into, the fifth business day prior to the final maturity of the Revolving Facility; provided, however, that any Letter of Credit may provide for renewal thereof for additional periods of up to 12 months or such longer period as may be agreed by the applicable Issuing Bank pursuant to arrangements reasonably satisfactory to it (which in no event shall extend beyond the date referred to in clause (b) above, unless cash collateralized or backstopped in a manner reasonably satisfactory to such Issuing Bank).	 


 




    	 	 	A-5



     


    

 


	 	
        Drawings under any Letter of Credit shall be
        reimbursed by the Borrower within one business day after notice of such drawing is received by the Borrower from the applicable
        Issuing Bank. To the extent that the Borrower does not reimburse such Issuing Bank on such day, the Revolving Lenders under the
        Revolving Facility shall be irrevocably obligated to reimburse such Issuing Bank pro rata based upon their respective Revolving
        Commitments in the currency in which the applicable Letter of Credit is denominated.

         

        The issuance of all Letters of Credit shall
        be subject to the customary procedures of the applicable Issuing Bank.
	 
	 	 	 
	Guarantees:	All obligations of the Borrower under the Revolving Facility (collectively, the “Obligations”) (including, at the option of the Borrower, all obligations of any Loan Party (as defined below) under any currency, interest rate protection or other hedging arrangements (the “Secured Hedging Obligations”) and any cash management arrangements (the “Secured Cash Management Obligations”), in each case entered into with the RCF Agent, the Lead Arrangers, a Revolving Lender or an affiliate of any of the foregoing at the time such transaction is entered into) (other than any obligation of any Loan Party to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (a “Swap”) will be unconditionally guaranteed (the “Guarantees”) by (x) the Borrower (other than with respect to its own obligations) and (y) each of the Borrower’s existing and subsequently acquired or organized direct or indirect wholly-owned Restricted Subsidiaries (as defined below), other than any Excluded Subsidiaries (the entities described in the foregoing clauses (x) and (y), the “Guarantors” and, together with the Borrower, the “Loan Parties”); provided that Guarantors shall not include (unless at the option of the Borrower, such subsidiary is designated as a Guarantor by the Borrower) (a) Unrestricted Subsidiaries, (b) immaterial subsidiaries (to be defined in a manner to be mutually agreed), (c) any subsidiary that is prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date (or, if later, the date it becomes a Restricted Subsidiary), and not created in contemplation hereof or of such subsidiary becoming a Restricted Subsidiary, from guaranteeing the Revolving Facility or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received, (d) subsidiaries that are not wholly owned, (e) not-for-profit subsidiaries, (f) captive insurance subsidiaries, (g) special purpose entities in connection with permitted receivables securitizations or (h) any subsidiaries organized outside the United States or Canada (the “Excluded Subsidiaries”).


 




    	 	 	A-6



     


    

 


	 	
        The Borrower may, at its option, cause any
        subsidiary that is not otherwise required to become a Guarantor to become a Guarantor.

         

        Notwithstanding the foregoing, (A) subsidiaries
        may be excluded from the guarantee requirements in circumstances where the Borrower and the RCF Agent reasonably agree that the
        cost or material tax consequences of providing such a guarantee is excessive in relation to the value afforded thereby and (B)
        the Guarantees shall be subject to general statutory and common law limitations, including, in the case of Guarantors organized
        under the laws of the United States or a jurisdiction thereof, fraudulent transfer restrictions (it being understood that such
        restrictions shall be addressed only by customary savings clauses).

         

        For purposes of the RCF Credit Documentation,
        “Restricted Subsidiary” means any existing and future direct or indirect subsidiary of the Borrower other
        than any Unrestricted Subsidiary (as defined below).

	 	 
	Security:	
        Subject in all respects to the Certain
Funds Provision, the Obligations (including, at the option of the Borrower, the Secured Hedging Obligations and Secured Cash Management
Obligations) will be secured by perfected first-priority security interests in substantially (i) all personal property of the
respective Loan Party to the extent consisting of accounts receivable, credit card receivables, loans receivable, other receivables,
tax refunds, inventory, cash, cash equivalents, securities and deposit accounts (subject to exceptions for Excluded Accounts (as
defined below)), and other assets in such accounts, commercial tort claims, general intangibles related to the foregoing (including
rights under customer lease agreements and other customer contracts, but excluding capital stock and intellectual property), payment
intangibles, rights to business interruption insurance, intellectual property to the extent attached to or necessary to sell the
foregoing, insurance policies related to the foregoing, chattel paper, documents and supporting obligations, and books and records
to the extent related to the foregoing, in each case, whether owned on the Closing Date or thereafter acquired (and any proceeds
and products thereof in whatever form received), and (ii) all now owned or hereafter acquired personal property and real property
of the respective Loan Party, including without limitation, with respect to obligations of the Loan Parties, a pledge of the capital
stock of each Restricted Subsidiary directly held by each Loan Party (clauses (i) and (ii) together, the “Collateral”),
in each case other than Excluded Assets (as defined below). 



 




    	 	 	A-7



     


    

 


	 	
        All the above-described pledges, security interests
        and mortgages shall be created on terms consistent with the RCF Credit Documentation Principles, and none of the Collateral shall
        be subject to any other liens (except for permitted liens).

         

        Notwithstanding anything to the contrary, the
        Collateral shall exclude the following: (i) (x) any fee-owned real property located outside of the United States or Canada, (y)
        any fee-owned real property with a fair market value less than $15 million (with all required mortgages being permitted to be delivered
        after the Closing Date) and (z) all real property leasehold interests (and there will be no requirements to deliver landlord lien
        waivers, bailee letters, estoppels or collateral access letters), (ii) motor vehicles and other assets subject to certificates
        of title, (iii) letter of credit rights (other than to the extent such rights can be perfected by filing a UCC or a PPSA financing
        statement) and commercial tort claims below a threshold to be mutually agreed, (iv) “margin stock” (within the meaning
        of Regulation U) and pledges and security interests prohibited by applicable law, rule or regulation or agreements with any
        governmental authority or which would require governmental (including regulatory) consent, approval, license or authorization to
        provide such security interest unless such consent, approval, license or authorization has been received, in each case, after giving
        effect to the applicable anti-assignment provisions of the UCC or PPSA or other applicable law, (v) equity interests in any
        entities other than wholly-owned subsidiaries to the extent not permitted by the terms of such entity’s organizational or
        joint venture documents, (vi) deposit accounts, securities accounts, commodities accounts, and other similar accounts (A) for the
        sole purpose of funding payroll obligations, employee benefit or health benefit obligations, tax obligations, escrow arrangements
        or holding funds owned by persons other than a Loan Party, (B) that are zero-balance accounts, (C) that are accounts in jurisdictions
        other than in the jurisdiction of organization of the applicable granting Loan Party, the United States or any state thereof or
        Canada or any province or territory thereof, (D) qualifying under exceptions consistent with the RCF Credit Documentation Principles,
        or (E) that are accounts other than those described in the preceding clauses (A) through (D) with respect to which the average
        daily balance of the funds maintained on deposit therein does not exceed an amount consistent with the RCF Credit Documentation
        Principles (“Excluded Accounts”) (vii) any lease, license or other agreement or any property subject
        to a purchase money security interest, capital lease obligation, or other arrangement to the extent that a grant of a security
        interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease obligation, or other
        arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party) after giving effect
        to the applicable anti-assignment provisions of the UCC, PPSA or other applicable law, other than proceeds and receivables thereof,
        the assignment of which is expressly deemed effective under the UCC, the PPSA or other applicable law notwithstanding such prohibition,
        (viii) those assets as to which the RCF Agent and the Borrower reasonably agree that the cost or material tax consequences
        of providing or obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Revolving
        Lenders of the security to be afforded thereby, (ix) receivables and related assets sold to any receivables subsidiary or
        otherwise pledged in connection with any permitted receivables securitizations, (x) equity interests in immaterial subsidiaries
        (or any person that is not a subsidiary which, if a subsidiary would constitute an immaterial subsidiary), captive insurance subsidiaries,
        not-for-profit subsidiaries, special purpose entities in connection with permitted receivables securitizations and Unrestricted
        Subsidiaries, (xi) intellectual property requiring filing in a jurisdiction outside of the United States or Canada, (xii) any intent-to-use
        trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect
        thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein
        would impair the validity or enforceability of such intent-to-use trademark application under applicable U.S. federal law, (xiii)
        equity interests in Cura Classis (US) Hold Co LLC, Cura Classis Canada (Hold Co) Inc., and Cura Classis UK (Hold Co) Limited and
        (xiv) other exceptions to be mutually agreed upon (the foregoing described in clauses (i) through (xiv) are, collectively,
        the “Excluded Assets”).



 




    	 	 	A-8



     


    

 


	 	
        Notwithstanding anything to the contrary, no
        Loan Party shall be required, nor shall the RCF Agent be authorized, to (i) perfect the above-described pledges, security interests
        and mortgages by any means other than by (A)(1) filings pursuant to the UCC or the PPSA in the office of the secretary of
        state (or similar central filing office) of the relevant State(s) or provinces or territories and (2) filings in the applicable
        real estate records with respect to real properties included in the Collateral or any fixtures relating to such properties, (B) filings
        in the USPTO and/or USCO and/or comparable Canadian filing office, as applicable, with respect to intellectual property as expressly
        required in the RCF Credit Documentation, and (C) delivery to the RCF Agent of all Stock Certificates, intercompany notes and other
        instruments and tangible chattel paper (in the case of instruments and tangible chattel paper, to the extent such intercompany
        note or other instrument or tangible chattel paper is in an amount in excess of an amount consistent with the RCF Credit Documentation
        Principles) to be held in its possession, in each case as expressly required in the RCF Credit Documentation, (ii) enter into
        any control agreement with respect to any Excluded Account or any other deposit account, securities account or commodities account,
        (iii) take any action (other than the actions listed in clause (A)(1), (B), and (C) above) with respect to any assets located
        outside of the United States or Canada, or (iv) to take any actions in any jurisdiction other than the United States or Canada
        (or any political subdivision thereof) or enter into any collateral documents governed by the laws of any jurisdiction (other than
        the United States or Canada or any political subdivision thereof) (the foregoing described in clauses (i) through (iv) are,
        collectively, the “Excluded Perfection Requirements”).

         

        Notwithstanding anything to the contrary contained
        herein, the above requirements under “Security” shall be, as of the Closing Date, subject to the Certain Funds Provision
        set forth in the Commitment Letter.

         

        Notwithstanding the foregoing, the Collateral
        shall be subject to, in the case of Loan Parties organized under the laws of the United States or a jurisdiction thereof, fraudulent
        transfer restrictions (it being understood that such restrictions shall be addressed only by customary savings clauses).

	 	 
	Mandatory Prepayments:	Limited to the following: If the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time and (y) the aggregate Letter of Credit exposure of the Revolving Lender at such time shall exceed the aggregate Revolving Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower will promptly after receiving written notice from the RCF Agent of such excess, at the Borrower’s option: (i) prepay Revolving Loans (without premium or penalty) and/or (ii) cash collateralize the Letter of Credit exposure, in the aggregate amount of such excess.
	 	 
	
        Voluntary Commitment Reductions
        and Prepayments:

         
	Voluntary reductions of the unutilized portion of the Revolving Commitments and prepayments of borrowings under the Revolving Facility will be permitted at any time, in minimum principal amounts to be mutually agreed, subject to customary notice requirements and without premium or penalty (subject to customary reimbursement of the Revolving Lender’s redeployment costs (other than lost profits) in the case of a prepayment of Adjusted LIBOR borrowings other than on the last day of the relevant interest period). 


 




    	 	 	A-9



     


    

 


	Unrestricted Subsidiaries:	The RCF Credit Documentation will contain provisions pursuant to which, subject to limitations on loans, advances, guarantees and other investments in Unrestricted Subsidiaries (but no other limitations), the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “Unrestricted Subsidiary” and subsequently re-designate any such Unrestricted Subsidiary as a Restricted Subsidiary so long as, after giving effect to any such designation or re-designation, (a) any such designation as a “Restricted Subsidiary” shall constitute the incurrence at the time of designation of any indebtedness or liens of such subsidiary existing at such time, (b) the fair market value of such subsidiary at the time it is designated as an “Unrestricted Subsidiary” shall be treated as an investment by the Borrower at such time, which is permitted under the RCF Credit Documentation, (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary, (d) giving effect to any such designation as an Unrestricted Subsidiary (but not in connection with any re-designation as a Restricted Subsidiary), the resultant investment is otherwise permitted by the investment covenant described under “Negative Covenants” below, and (e) each subsidiary that is a Restricted Subsidiary under the Senior Unsecured Notes or Senior Unsecured Bridge Facility (if applicable) shall not be designated as an “Unrestricted Subsidiary” under the Revolving Facility (if applicable) unless it is designated as an Unrestricted Subsidiary under the Senior Unsecured Notes or Senior Unsecured Bridge Facility substantially contemporaneously therewith. Unrestricted Subsidiaries will not be subject to the guarantee requirements, representations and warranties, affirmative or negative covenants, events of default or other provisions of the RCF Credit Documentation and the results of operations and indebtedness of Unrestricted Subsidiaries will not be taken into account for purposes of determining compliance with the financial ratio tests except to the extent of distributions received therefrom.
	 	 
	Documentation:	The definitive documentation for the Revolving Facility (the “RCF Credit Documentation”) will be documented under a single credit agreement, will contain the terms set forth in this Exhibit A and Exhibit C, and to the extent not covered by this Exhibit A and Exhibit C, will be substantially consistent with a precedent to be mutually agreed, with changes and modifications that give due regard to (a) the operational and strategic requirements of the Borrower and its subsidiaries in light of their size, capital structure, industries, businesses, business practices, jurisdiction of incorporation and related currency and other provisions and (b) qualifications, thresholds, exceptions, “baskets” and grace and cure periods shall be as mutually agreed; provided that the RCF Credit Documentation shall contain only those conditions to borrowing, mandatory prepayments, representations and warranties, covenants (affirmative, negative and financial) and events of default expressly set forth in this RCF Term Sheet, in each case, applicable to the Borrower and its Restricted Subsidiaries (collectively, for purposes of this Exhibit A, the “RCF Credit Documentation Principles”). The RCF Credit Documentation will be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date and shall be subject in all respects to the Certain Funds Provision.


 




    	 	 	A-10



     


    

 


	 	
        For purposes of calculating Consolidated EBITDA
        (as defined below), the First Lien Net Leverage Ratio, and the Total Net Leverage Ratio (each of the foregoing to be defined in
        a manner to be mutually agreed, but in any event the First Lien Net Leverage Ratio and the Total Net Leverage Ratio (i) shall include
        netting of all cash and cash equivalents and (ii) will only include debt for borrowed money and capital lease obligations and all
        amounts drawn (and unreimbursed) under outstanding Letters of Credit in the numerator), pro forma effect will be given to
        acquisitions and other investments, material dispositions and certain other specified transactions.

         

        “Consolidated EBITDA”
        to be defined in a manner to be mutually agreed, with adjustments to include, without limitation and without duplication, the following:

         

        (i)   expected
        cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the Transactions projected
        by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected
        to be, realizable (in the good faith determination of the Borrower) within 18 months after the Closing Date, which are reasonably
        identifiable and factually supportable; provided that amounts added-back for any period pursuant to this clause (i), together
        with amounts added back pursuant to clause (ii), shall not exceed 20% of EBITDA for such period (calculated prior to giving effect
        to such adjustments);



 




    	 	 	A-11



     


    

 


	 	
         

        (ii)   expected
        cost savings, operating expense reductions, restructuring charges and expenses and synergies related to mergers and other business
        combinations, acquisitions, divestitures, restructuring, cost savings initiatives which are reasonably identifiable and factually
        supportable and other similar initiatives and projected by the Borrower in good faith to result from actions with respect to which
        substantial steps have been, will be, or are expected to be, realizable (in the good faith determination of the Borrower) within
        18 months after such transaction or initiative is consummated; provided that amounts added-back for any period pursuant
        to this clause (ii), together with amounts added back pursuant to clause (i), shall not exceed 20% of EBITDA for such period (calculated
        prior to giving effect to such adjustments);

         

        (iii)   non-cash
        losses, charges and expenses (including non-cash compensation charges);

         

        (iv)   extraordinary,
        unusual or non-recurring losses, charges and expenses;

         

        (v)   cash
        restructuring and related charges and business optimization expenses;

         

        (vi)   unrealized
        gains and losses due to foreign exchange adjustments (including, without limitation, losses and expenses in connection with currency
        and exchange rate fluctuations);

         

        (vii)   costs
        and expenses in connection with the Transactions;

         

        (viii)  expenses
        or charges related to any equity offering, permitted investment, acquisition, disposition, recapitalization or incurrence of permitted
        indebtedness (whether or not consummated), including non-operating or non-recurring professional fees, costs and expenses related
        thereto;

         

        (ix)   interest,
        taxes, amortization, depreciation and other add-backs consistent with the RCF Credit Documentation Principles; and

         

        (x)   losses
        from discontinued operations and non-ordinary course asset sales.

         

        The RCF Credit Documentation will contain language
        to address the European Union bail-in rules in customary form.



 




    	 	 	A-12



     


    

 


	Representations and Warranties:	
        Applicable to the Borrower and its Restricted
        Subsidiaries and limited to the following with respect to the RCF Credit Documentation: corporate or other organizational status
        and power; authorization and non-contravention with respect to the execution, delivery and performance of the RCF Credit Documentation,
        legal, valid and binding documentation and no consents or governmental authorizations with respect to the execution, delivery and
        performance of the RCF Credit Documentation; accuracy of financial statements and disclosures, confidential information memorandum
        and other information and good faith financial forecasts; no Material Adverse Effect (as defined below); absence of material litigation;
        with respect to the execution, delivery and performance of the RCF Credit Documentation, no material violation of, or conflicts
        with, law or material agreements; compliance with laws (including ERISA and Canadian pension standards legislation, margin regulations,
        laws applicable to sanctioned persons, OFAC, SEMA, the FCPA, CFPOA, the Criminal Code and other anti-corruption, anti-terrorism
        and anti-money laundering laws); payment of taxes; ownership of properties; Intellectual Property; inapplicability of the Investment
        Company Act; solvency as of the Closing Date of the Borrower and its Subsidiaries on a consolidated basis defined in a manner consistent
        with Exhibit D to the Commitment Letter; labor matters (including pensions); environmental laws and other regulatory
        matters; validity and perfection of security interests in the Collateral; insurance; use of proceeds; it being understood that
        representations and warranties shall in no event be a condition to the availability of any Facility on the Closing Date in a manner
        that is inconsistent with the Certain Funds Provision.

         

        “Material Adverse Effect”
        means (a) a material adverse effect on the business, assets, financial condition or results of operations of the Borrower and its
        Restricted Subsidiaries, taken as a whole, (b) a material and adverse effect on the rights and remedies of the RCF Agent and the
        Revolving Lenders, taken as a whole, under the RCF Credit Documentation or (c) a material and adverse effect on the ability of
        the Loan Parties, taken as a whole, to perform their payment obligations under the RCF Credit Documentation.

	 	 
	Conditions Precedent to Initial Borrowing:	The initial borrowing under the Revolving Facility on the Closing Date will be subject solely to the applicable conditions precedent set forth in Exhibit C to the Commitment Letter.
	 	 
	Conditions Precedent to Borrowings After the Closing Date:	All of the representations and warranties in the RCF Credit Documentation shall be true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”); no default or event of default shall be continuing; and delivery of any relevant customary borrowing notices or Letter of Credit requests (other than with respect to any amendment, modification, renewal or extension of a Letter of Credit which does not increase the face amount of such Letter of Credit). 


 




    	 	 	A-13



     


    

 


	Affirmative Covenants:	Limited to the following (to be applicable to the Borrower and its Restricted Subsidiaries): maintenance of corporate or other organizational existence and rights; payment of taxes; delivery of consolidated financial statements (together with accompanying management discussion and analysis and budgets in the case of annual financial statements) (with (x) 90 days for delivery of annual financial statements and (y) 45 days for delivery of quarterly financial statements for the first three fiscal quarters of a fiscal year), and with annual financial statements to be accompanied by an audit opinion from nationally recognized auditors that is not subject to qualification as to “going concern” or the scope of such audit (other than any exception, qualification or explanatory paragraph with respect to, or resulting from (i) an upcoming maturity date under any indebtedness or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), delivery of customary certificates and other information (other than information subject to attorney/client privilege or confidentiality provisions), including information required under the PATRIOT Act; delivery of notices of default, material litigation, material ERISA events and material events relating to Canadian pension matters and Material Adverse Effect; maintenance of properties in good working order; maintenance of insurance; maintenance of books and records; material compliance with laws and regulations (including FCPA, CFPOA, OFAC, SEMA, the PATRIOT Act, UNA, ERISA, Canadian pension standards legislation and environmental laws); use of proceeds; inspection of books and properties; annual lender calls; covenant to guarantee obligations and give security and further assurances, subject, in the case of each of the foregoing covenants, to exceptions and qualifications consistent with the RCF Credit Documentation Principles; provided that, compliance with affirmative covenants shall in no event be a condition to the availability of any Facility on the Closing Date in a manner that is inconsistent with the Certain Funds Provision.


 




    	 	 	A-14



     


    

 


	Negative Covenants:	Consistent with the RCF Credit Documentation Principles, subject to baskets and exceptions to be mutually agreed and limited solely to the following (to be applicable to the Borrower and its Restricted Subsidiaries) limitations on: liens; investments; indebtedness; fundamental changes; non-ordinary course dispositions of assets; restricted payments (including dividends, and voluntary prepayments of subordinated or junior lien indebtedness), provided that (in addition to other baskets and exceptions to be mutually agreed), so long as no default or event of default shall have occurred and be continuing or would result therefrom, restricted payments shall be permitted (i) in an unlimited amount, if the Total Net Leverage Ratio at the time of such restricted payment is no greater than 3.50:1.00 (or, if the Senior Unsecured Bridge Facility is funded, 0.50x inside the Total Net Leverage Ratio as of the Closing Date), and (ii) in an amount not to exceed $125 million (or, if the Senior Unsecured Bridge Facility is funded, $50.0 million) in any fiscal year if the Total Net Leverage Ratio at the time of such restricted payment is greater than or equal to 3.50:1.00 (or, if the Senior Unsecured Bridge Facility is funded, 0.50x inside the Total Net Leverage Ratio as of the Closing Date); material change in nature of business; transactions with affiliates; Canadian pension matters, restrictions on negative pledge clauses; changes in fiscal year without the RCF Agent’s consent; and amendments to subordinated or junior lien and organizational documents, in each case, to the extent such amendments are materially adverse to the Revolving Lenders. 
	 	 
	Financial Covenant:	
        Consistent with the RCF Credit Documentation
        Principles, the definitive documentation will contain only a maximum First Lien Net Leverage Ratio covenant (to be defined in a
        manner to be mutually agreed, but in any event the First Lien Net Leverage Ratio (i) shall include netting of all cash and cash
        equivalents and (ii) will only include debt for borrowed money and capital lease obligations and all amounts drawn (and unreimbursed)
        under outstanding Letters of Credit in the numerator) to be set at levels to be agreed (the “Financial Covenant”)
        with cushion to be agreed to the financial model as of the Closing Date respect to the Borrower and its Restricted Subsidiaries
        on a consolidated basis.

         

        The Financial
        Covenant will be tested as of the last day of every fiscal quarter (commencing with the first
        full fiscal quarter of the Borrower ending after the Closing Date).

	 	 
	Events of Default:	Consistent with the RCF Credit Documentation Principles and limited to the following (to be applicable to the Borrower and its respective Restricted Subsidiaries and subject, to thresholds and grace periods consistent with the RCF Credit Documentation Principles): nonpayment of principal, interest or other amounts (with grace periods for interest and other amounts); violation of negative covenants and affirmative covenants to maintain legal existence (with respect to the Borrower only), to provide notice of default (provided, that the delivery of such notice at any time will cure any such event of default arising from the failure to timely deliver such notice of default) or with respect to use of proceeds provisions; violation of other covenants (subject to a 30-day cure period after the date on which notice of default from the RCF Agent is received by the Borrower); incorrectness of representations and warranties in any material respect; cross default to material indebtedness in excess of an amount to be agreed; bankruptcy; monetary judgments in excess of an amount to be mutually agreed (subject to customary qualifications for appeals and stays of such judgment); ERISA events and events relating to Canadian pension matters that would reasonably be expected to have a Material Adverse Effect; invalidity (actual or asserted (in writing) by any Loan Party) of guarantees or security documents representing a material portion of the Guarantees or Collateral; and Change of Control (to be defined in a manner to be mutually agreed).


 




    	 	 	A-15



     


    

 


	Voting:	
        Amendments and waivers of the RCF Credit Documentation
        will require the approval of Revolving Lenders (other than Defaulting Lenders (as defined below)) holding more than 50% of the
        aggregate amount of the loans and commitments under the Revolving Facility (the “Required Revolving Lenders”),
        except that (a) the consent of each Revolving Lender directly affected thereby (but not the Required Revolving Lenders, other
        than in the case of clause (a)(ii), which shall require the consent of each Revolving Lender increasing its commitments as well
        as the consent of the Required Revolving Lenders if such increase is effectuated other than pursuant to provisions in the RCF Credit
        Documentation specifically permitting increases of commitments without the further approval of Required Revolving Lenders, including
        as described under “Commitment Increases” in this Exhibit A) shall be required with respect to: (i) modifications
        to any provision requiring pro rata treatment of the Revolving Lenders (other than for purposes of any amendment that would
        extend the final maturity date of any Revolving Loans under the Revolving Facility on terms consistent with the RCF Credit Documentation
        Principles), (ii) increases in the commitment of such Revolving Lender, (iii) reductions or forgiveness of principal, interest,
        fees or reimbursement obligations payable to such Revolving Lender and (iv) extensions of final maturity of the loans or commitments
        of such Revolving Lender or of the date for payment to such Revolving Lender of any interest, fees, or any reimbursement obligation
        and (b) the consent of each Revolving Lender shall be required with respect to, among other things: (i) modifications to voting
        requirements or percentages, (ii) releases of all or substantially all of the value of the Guarantees, or all or substantially
        all of the Collateral and (iii) changes that impose any additional restriction on a Revolving Lender’s ability to assign
        any of its rights or obligations under the Revolving Facility.

         

        The Borrower or (in the case of (b) or (c)
        only) the RCF Agent shall, subject to usual and customary conditions, have the right to replace a Revolving Lender or terminate
        the commitment of a Revolving Lender on a non-pro rata basis (a) in connection with amendments and waivers requiring
        the consent of all Revolving Lenders or of all Revolving Lenders directly affected thereby so long as the consent of the Required
        Revolving Lenders has been obtained, (b) if such Revolving Lender asserts a claim for any funding protection, whether for
        increased costs, taxes, required indemnity payments or otherwise or (c) if such Lender is a Defaulting Lender.



 




    	 	 	A-16



     


    

 


	 	
        Participants shall have the same benefits as the Revolving Lenders with respect to yield protection and increased
cost provisions, subject to customary limitations and restrictions. Voting rights of participants shall be limited solely to those
matters set forth in clause (a)(ii) under the first paragraph under the heading “Voting” with respect to which the
affirmative vote of the Revolving Lender from which it purchased its participation would be required. Pledges of loans in accordance
with applicable law shall be permitted without restriction. The RCF Agent shall have no responsibility to ensure that the foregoing
limitations as to participations are observed by the Revolving Lenders.

         

        In addition, if the RCF Agent and the Borrower
        shall have jointly identified an obvious error or any error or omission of a technical nature in the RCF Credit Documentation,
        then the RCF Agent and the Borrower shall be permitted to amend such provision without further action or consent by any other party,
        provided that the Required Revolving Lenders shall not have objected to such amendment within 5 business days after receiving a
        copy thereof.

	 	 
	Defaulting Lenders:	The RCF Credit Documentation shall contain customary provisions relating to “defaulting” Lenders (“Defaulting Lenders”) (including provisions relating to reallocation of participations in, or the Revolving Lenders providing reasonable cash collateral to support, Letters of Credit, to the suspension of voting rights and rights to receive certain fees, and to termination or assignment of the Revolving Commitments or Revolving Loans of such Defaulting Lenders).
	 	 
	Cost and Yield Protection:	Usual and customary for facilities and transactions of this type, including (a) provisions protecting the Revolving Lenders against increased costs or loss of yield resulting from changes in reserve, capital adequacy, liquidity and other requirements of law, in each case, occurring after the Closing Date (including but not limited to provisions relating to Dodd-Frank and Basel III (regardless of the date arising), (b) provisions indemnifying the Revolving Lenders for “breakage costs” actually incurred in connection with, among other things, any prepayment of LIBOR Rate borrowings on a day prior to the last day of an interest period with respect thereto, and (c) customary tax gross-up provisions; provided there will be customary exceptions to the tax gross-up obligations, including for, but not limited to, withholding taxes imposed as a result of the failure of a Revolving Lender to comply with the requirements of current Sections 1471 through 1474 of the US Internal Code as in effect on the date the RCF Credit Documentation is entered into (or any amended or successor version that is substantively comparable and not materially more onerous to comply with).


 




    	 	 	A-17



     


    

 


	Assignments and Participations:	
        The Revolving Lenders will be permitted to
        assign Revolving Commitments and Revolving Loans under the Revolving Facility (other than to a Disqualified Lender) with the consent
        of the Borrower and RCF Agent, not to be unreasonably withheld or delayed (it being understood that the withholding of consent
        by the Borrower to any assignment to a Disqualified Lender shall be deemed reasonable); provided that such consent of the
        Borrower (x) shall not be required (i) if such assignment of any Revolving Loans or Revolving Commitment is made to another Revolving
        Lender or an affiliate or approved fund of any such Revolving Lender, (ii) during the primary syndication of Revolving Loans and
        Revolving Commitments to persons identified to the Borrower and approved by the Borrower prior to the Syndication Date or (iii)
        after the occurrence and during the continuance of a payment or bankruptcy event of default and (y) in each case, shall be
        deemed to have been given (other than with respect to a Disqualified Lender) if the Borrower has not responded within 10 business
        days of a written request for such consent. All assignments will also require the consent of the RCF Agent and each Issuing Bank,
        in each case not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $5.0 million
        or, if less, all of such Revolving Lender’s remaining loans and commitments of the applicable class; provided that
        such assignments made to Revolving Lenders and affiliates of Revolving Lenders will not be subject to the above described minimum
        assignment amounts. The Revolving Lenders will also have the right to sell participations in their loans and commitments under
        the Revolving Facility on customary terms, subject to limitations on voting rights set forth above and provided that no participation
        shall be sold to any Disqualified Lender.

         

        The RCF Agent shall not be responsible or have
        any liability for, or have any duty to ascertain, inquire into, monitor or enforce compliance with the provisions hereof relating
        to Disqualified Lenders.

         

        Any assignment or participation by a Revolving
        Lender without the Borrower’s consent (such consent not to be unreasonably withheld, delayed or conditioned) to a Disqualified
        Lender (or any affiliate thereof) or, to the extent the Borrower’s consent is required under the terms of the RCF Credit
        Documentation, to any other person, shall be null and void, and the Borrower shall be entitled to (a) seek specific performance
        to unwind any such assignment or participation and/or (b) exercise any other remedy set forth in the RCF Credit Documentation available
        to the Borrower in addition to any other remedy available to the Borrower at law or at equity; provided that the list of
        Disqualified Lenders is made available to any Revolving Lender which specifically requests a copy thereof.



 




    	 	 	A-18



     


    

 


	Expenses and Indemnification:	The Borrower will indemnify the Lead Arrangers, the RCF Agent, the Collateral Agent, the Issuing Banks, the Revolving Lenders, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons, members and representatives of each of the foregoing (each, an “Indemnified Person”) and will hold them harmless from and against any and all reasonable and documented (in reasonable detail) out-of-pocket costs, expenses (limited to the reasonable and documented fees, disbursements and other charges one counsel for all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions)), damages, losses and liabilities of such Indemnified Person arising out of or relating to any claim, any litigation, any investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its respective affiliates or equity holders) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions in connection therewith; provided that no Indemnified Person will be indemnified for any cost, expense or liability from (i) its willful misconduct, bad faith or gross negligence (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person under the RCF Credit Documentation (as determined by a court of competent jurisdiction in a final and non-appealable decision), or (iii)  any proceeding that is brought by an Indemnified Person against any other Indemnified Person (other than an agent or arranger under the definitive documentation acting in its capacity as such or any claims arising out of an act or omission on the part of the Borrower or any of their affiliates, to all of which this indemnity shall be applicable). In addition, if the Closing Date occurs, the Borrower shall pay (a) all reasonable and documented out-of-pocket expenses (limited to the reasonable and documented fees, disbursements and other charges one counsel for all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant material jurisdiction (which may be a single special counsel acting in multiple material jurisdictions)) for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person) of the Lead Arrangers, the RCF Agent, the Collateral Agent and the Issuing Banks in connection with the syndication of the Revolving Facility, the preparation and administration of the Commitment Letter, the Fee Letters and the RCF Credit Documentation, and amendments, modifications and waivers thereto, and (b) all reasonable and documented out-of-pocket expenses (limited to the reasonable and documented fees, disbursements and other charges of a single special counsel to the Commitment Parties in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of the Lead Arrangers, the RCF Agent, the Collateral Agent, the Issuing Banks and the Revolving Lenders for enforcement costs and documentary taxes associated with the Revolving Facility.


 




    	 	 	A-19



     


    

 


	Confidentiality:	The RCF Credit Documentation will contain customary confidentiality provisions with respect to information regarding the Borrower, its subsidiaries, their business, operations, assets and related matters, which shall in any event prohibit disclosure of any confidential information to competitors.
	 	 
	Governing Law and Forum:	New York.
	 	 
	Counsel to RCF Agent:	Latham & Watkins LLP


 




    	 	 	A-20



     


    

 


EXHIBIT A-II


 


	Interest Rates:	
        The interest rates under the Revolving Facility
        will be, at the option of the Borrower, Adjusted LIBOR plus 2.00% or ABR plus 1.00% (with step-downs to be mutually
        agreed). The Borrower may elect interest periods of one, two, three or six months (or 12 months or any shorter period if available
        to all Revolving Lenders) for Adjusted LIBOR borrowings.

         

        Calculation of interest shall be on the basis
        of the actual number of days elapsed over a 360-day year (or 365- or 366-day year, as the case may be, in the case of ABR loans
        based on the Prime Rate) and interest shall be payable at the end of each interest period and, in any event, at least every three
        months.

         

        “ABR” is the Alternate
        Base Rate, which is the highest of (i) the rate of interest quoted in the print edition of The Wall Street Journal,
        Money Rates Section as the prime rate as in effect from time to time, (ii) the Federal Funds Effective Rate plus 1/2 of 1.00%
        and (iii) one-month Published US LIBOR (as defined below) plus 1.00%.

         

        “Adjusted LIBOR”
        or “LIBOR Rate” is the London interbank offered rate for dollars appearing on Reuters Screen LIBOR01
        Page (or otherwise on the Reuters Screen) adjusted for statutory reserve requirements; provided that Adjusted LIBOR will
        at all times include statutory reserves and shall, in each case, be deemed to be not less than 0% per annum.

	 	 
	Letter of Credit Fees:	A per annum fee equal to the spread over LIBOR Rate under the Revolving Facility multiplied by the average daily maximum aggregate amount available to be drawn under all Letters of Credit, payable in US dollars in arrears at the end of each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed with respect to Letters of Credit, to the Revolving Lenders participating in the Revolving Facility pro rata in accordance with the amount of each such Revolving Lender’s Revolving Commitment (other than Defaulting Lenders). In addition, the Borrower shall pay to the applicable Issuing Bank, for its own account, (a) a fronting fee in US dollars in an amount to be agreed, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.


 




     


     


    

 


	Commitment Fees:	Commitment fees equal to 0.25% per annum times the daily average undrawn portion of the Revolving Facility of each Revolving Lender (other than any Defaulting Lender) (reduced by the amount of Letters of Credit issued and outstanding) will accrue from the Closing Date and will be payable quarterly in arrears.


 




    	 	 	A-II-2



     


    

 


EXHIBIT B


 


$850.0
Million Senior Unsecured Bridge Loan Facility


Summary
of Principal Terms and Conditions3


 


	Borrower:	The Borrower under the Revolving Facility (the “Borrower”).
	 	 
	Transactions:	As set forth in Exhibit A to the Commitment Letter.
	 	 
	Agent:	Goldman Sachs Bank USA, acting through one or more of its branches or affiliates, will act as sole administrative agent (in such capacity, the “Senior Unsecured Bridge Agent”) for a syndicate of banks, financial institutions and other institutional lenders (together with the Initial Lenders, the “Senior Unsecured Bridge Lenders”; the Senior Unsecured Bridge Lenders, together with the Revolving Lenders, collectively, the “Lenders”), and will perform the duties customarily associated with such roles.  
	 	 
	Joint Lead Arrangers and Joint Bookrunners:	The Lead Arrangers and Bookrunners (each as defined in the Commitment Letter) will act as joint lead arrangers and joint bookrunners, respectively, for the Senior Unsecured Bridge Facility, and will perform the duties customarily associated with such roles.
	 	 
	Senior Unsecured Bridge Facility:	The senior unsecured bridge loan facility will consist of an aggregate principal amount of $850.0 million of senior unsecured bridge loans and will be made available to the Borrower in US dollars (the “Senior Unsecured Bridge Loans”); provided that, the gross cash proceeds, net of any OID or other discount to market, from the issuance of any Senior Unsecured Notes or Takeout Indebtedness (as defined in the Joint Fee Letter) on or prior to the Closing Date (including into escrow) or the incurrence of any Replacement Loans that are outstanding on the Closing Date, shall reduce the Senior Unsecured Bridge Loans on a dollar for dollar basis (the “Senior Unsecured Bridge Facility”).
	 	 
	Purpose:	The proceeds of the Senior Unsecured Bridge Facility will be used by the Borrower, on the Closing Date, together with any Closing Date Draw Amount, any Replacement Loans, any Senior Unsecured Notes and any Takeout Indebtedness issued on or prior to the Closing Date, (a) to finance the Acquisition and the Refinancing, and (b) to pay the Transaction Costs.


 





 



3
All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet
is attached, including the RCF Term Sheet and Annex I thereto or the other exhibits thereto. In the event any
such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof for purposes of this Exhibit B
shall be determined by reference to the context in which it is used.


 




     


     


    

 


	Availability:	The full amount of the Senior Unsecured Bridge Facility must be drawn in a single drawing on the Closing Date. Amounts borrowed under the Senior Unsecured Bridge Facility that are repaid or prepaid may not be reborrowed. The Senior Unsecured Bridge Loans will be funded at par.
	 	 
	Interest Rates and Fees:	As set forth on Annex I hereto.
	 	 
	Default Rate:	The applicable interest rate plus 2.00% per annum payable on overdue amounts only.
	 	 
	Final Maturity and Amortization of Senior Unsecured Bridge Loans:	
        The Senior Unsecured Bridge
        Facility will mature on the date that is one year after the Closing Date (the “Senior Unsecured Bridge Loans Maturity
        Date”).

         

        The Senior Unsecured Bridge
        Facility will not be subject to interim amortization.

	 	 
	Conversion of the Senior Unsecured Bridge Loans; Exchange of Senior Unsecured Extended Term Loans:	
        If any Senior Unsecured
        Bridge Loan has not been previously repaid in full on or prior to the Senior Unsecured Bridge Loans Maturity Date, such Senior
        Unsecured Bridge Loan shall, automatically be converted into a senior unsecured term loan (the “Senior Unsecured Extended
        Term Loans”) having an equal principal amount and due on the date that is 8 years following the Closing Date. Except
        as provided herein, the Senior Unsecured Extended Term Loans shall have the same terms and conditions as the Senior Unsecured Bridge
        Loans, and applicable references in the Commitment Letter to the Senior Unsecured Bridge Loans and the Senior Unsecured Bridge
        Facility shall include the Senior Unsecured Extended Term Loans.

         

        The date on which the
        Senior Unsecured Bridge Loans are converted into Senior Unsecured Extended Term Loans is referred to as the “Conversion
        Date”.

         

        On the Conversion Date,
        and on the 15th calendar day of each month thereafter (or the immediately succeeding business day if such calendar day is not a
        business day), at the option of the applicable Senior Unsecured Bridge Lender, Senior Unsecured Extended Term Loans may be exchanged
        for senior unsecured exchange notes (the “Senior Unsecured Exchange Securities”) having an equal
        principal amount. Notwithstanding the foregoing, the Borrower shall not be required to exchange Senior Unsecured Extended Term
        Loans for Senior Unsecured Exchange Securities unless at least $100 million in aggregate principal amount of Senior Unsecured Exchange
        Securities would be outstanding immediately after such exchange.



 




    	 	 	B-2



     


    

 


	 	The Senior Unsecured Bridge Loans and the Senior Unsecured Extended Term Loans will be governed by the provisions of the Senior Unsecured Bridge Facility Documentation. When issued, the Senior Unsecured Exchange Securities will be governed by an indenture to be entered into between the Borrower and a trustee reasonably acceptable to the Senior Unsecured Bridge Lenders and the Borrower, which indenture shall be, except as otherwise provided herein consistent with the Senior Unsecured Bridge Documentation Principles (as defined below). The Senior Unsecured Extended Term Loans and the Senior Unsecured Exchange Securities shall rank equal in right of payment for all purposes.  The obligations in respect of the Senior Unsecured Bridge Loans, the Senior Unsecured Extended Term Loans, the Senior Unsecured Exchange Securities and the Senior Unsecured Notes are referred to herein as the “Senior Unsecured Obligations”.
	 	 
	Maturity of Senior Unsecured Exchange Securities:	8 years from the Closing Date.
	 	 
	Availability of the Senior Unsecured Exchange Securities:	The Senior Unsecured Exchange Securities will be available in exchange for the Senior Unsecured Extended Term Loans on the terms and conditions set forth herein. The principal amount of any Senior Unsecured Exchange Security will equal 100% of the aggregate principal amount of the Senior Unsecured Extended Term Loans for which it is exchanged.
	 	 
	Guarantees:	All obligations of the Borrower under the Senior Unsecured Bridge Facility will be unconditionally guaranteed by each Guarantor (as defined in Exhibit A) of the Revolving Facility (such guarantees, the “Senior Unsecured Bridge Guarantees”). The Senior Unsecured Bridge Guarantees will rank pari passu in right of payment with the guarantees of the Revolving Facility. 
	 	 
	Security:	None.


 




    	 	 	B-3



     


    

 


	Mandatory Prepayments:	Prior to the Senior Unsecured Bridge Loans Maturity Date and consistent with the Senior Unsecured Bridge Documentation Principles and subject to the last paragraph of this section titled “Mandatory Prepayments”, the Borrower will be required to prepay the Senior Unsecured Bridge Loans at 100% of the outstanding principal amount thereof plus accrued and unpaid interest with (i) the net cash proceeds from the issuance of the Takeout Securities (as defined in the Joint Fee Letter); provided that in the event any Senior Unsecured Bridge Lender or affiliate of a Senior Unsecured Bridge Lender purchases Takeout Securities from the Borrower at a price above the level at which such Senior Unsecured Bridge Lender or affiliate has reasonably determined such Takeout Security can be resold by such Senior Unsecured Bridge Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Borrower thereof), without regard to such difference being required or applied by such Senior Unsecured Bridge Lender or affiliate as an additional fee, the net cash proceeds received by the Borrower in respect of such debt security may, at the option of such Senior Unsecured Bridge Lender or affiliate, be applied first to prepay the Senior Unsecured Bridge Loans of such Senior Unsecured Bridge Lender or affiliate (provided that if there is more than one such Senior Unsecured Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Senior Unsecured Bridge Loans of all such Senior Unsecured Bridge Lenders or affiliates in proportion to such Senior Unsecured Bridge Lenders’ or affiliates’ principal amount of Takeout Securities purchased from the Borrower) prior to being applied to prepay the Senior Unsecured Bridge Loans held by other Senior Unsecured Bridge Lenders; (ii) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Borrower and its Restricted Subsidiaries (with exceptions for sales of inventory, ordinary course dispositions, dispositions of obsolete or worn-out property and property no longer useful in the business, amounts required to be applied to any secured indebtedness of the Borrower and other exceptions to be set forth in the Senior Unsecured Bridge Facility Documentation) (subject to the right of the Borrower and its Restricted Subsidiaries to reinvest 100% of such net proceeds if such proceeds are reinvested (or committed to be reinvested) within 365 days and, if so committed to be reinvested, so long as such reinvestment is actually completed within six months thereafter, and other exceptions to be set forth in the Senior Unsecured Bridge Documentation); (iii) 100% of the net cash proceeds received from the sale of the Senior Unsecured Notes or any other debt financing other than the Revolving Facility and any Alternate Facilities subject to other exceptions to be mutually agreed (collectively, the “Bridge Facility Permanent Debt”); and (iv) the net cash proceeds received from public issuances of equity of the Borrower after the Closing Date (subject to exceptions to be mutually agreed, including pursuant to employee stock and compensation plans), in the case of any such prepayments pursuant to the foregoing clauses (i), (ii), (iii) and (iv) above, with exceptions and baskets as are consistent with the Senior Unsecured Bridge Documentation Principles.


 




    	 	 	B-4



     


    

 


	 	
        Following the occurrence
        of a Change of Control (to be defined in a manner to be mutually agreed), the Borrower will also be required to offer to prepay
        (a) the Senior Unsecured Bridge Loans at 100% of the outstanding principal amount thereof and (b) the Senior Unsecured Extended
        Term Loans and Senior Unsecured Exchange Securities at 101% of the outstanding principal amount thereof, in each case plus accrued
        and unpaid interest to the date of prepayment. Any proceeds from the sale of any Bridge Facility Permanent Debt issued to a Senior
        Unsecured Bridge Lender or one of its affiliates (other than bona fide investment funds and entities that manage assets on behalf
        of unaffiliated third-parties (the “Asset Management Affiliates”)) will be applied to refinance the Senior
        Unsecured Bridge Loans held by such Senior Unsecured Bridge Lender or its affiliates, without premium or penalty, notwithstanding
        the pro rata provisions otherwise applicable to redemptions and prepayments.

         

        The Borrower will also
        be required to offer to prepay the Senior Unsecured Exchange Securities at 100% of the outstanding principal amount thereof plus
        accrued and unpaid interest with 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of
        property by the Borrower and its Restricted Subsidiaries (subject to the right of the Borrower and its Restricted Subsidiaries
        to reinvest 100% of such net proceeds if such proceeds are reinvested (or committed to be reinvested) within 365 days and, if so
        committed to be reinvested, so long as such reinvestment is actually completed within twelve months thereafter, and other exceptions
        to be set forth in the applicable definitive documentation).

         

        The Senior Unsecured Extended
        Term Loans will have the mandatory prepayment and repurchase offer provisions applicable to the Senior Unsecured Exchange Securities
        (rather than the mandatory prepayment provisions applicable to the Senior Unsecured Bridge Loans).

	 	 
	Voluntary Prepayments:	
        Voluntary prepayments
        of Senior Unsecured Bridge Loans and the Senior Unsecured Extended Term Loans will be permitted at any time, in minimum principal
        amounts to be mutually agreed upon, subject to customary notice requirements and without premium or penalty.

         

        The Senior Unsecured Exchange
        Securities will be non-callable for 3 years from the Closing Date (subject to customary 35% clawback provisions with the proceeds
        of equity offerings at par plus accrued interest plus a premium equal to the coupon) and will be callable (i) during the fourth
        year after the Closing Date, at par plus accrued interest plus a premium equal to three-quarters of the coupon, (ii) during the
        fifth year after the Closing Date, at par plus accrued interest plus a premium equal to one-half the coupon, (iii) during the sixth
        year after the Closing Date, at par plus accrued interest plus a premium equal to one-quarter the coupon and (iv) from and after
        the seventh anniversary of the Closing Date, at par plus accrued interest (without premium); provided, however, that
        any Senior Unsecured Exchange Securities will be callable prior to the third anniversary of the Closing Date at a redemption price
        equal to par plus accrued interest plus a make whole premium calculated on the basis of a discount rate equal to
        the then applicable U.S. Treasury Rate plus one-half of one percent (0.50%). In addition, so long as any such Senior Unsecured
        Exchange Securities are held by the Commitment Parties or their affiliates (other than Asset Management Affiliates), such Senior
        Unsecured Exchange Securities will be callable at par plus accrued and unpaid interest on a non-pro rata basis.



 




    	 	 	B-5



     


    

 


	Unrestricted Subsidiaries:	Consistent with the Revolving Facility.
	 	 
	Documentation:	
        The definitive documentation
        for the Senior Unsecured Bridge Facility (the “Senior Unsecured Bridge Facility Documentation”) (including
        the Senior Unsecured Exchange Securities) will contain the terms and conditions set forth in this Exhibit B and to the extent not
        covered by this Exhibit B, will be based on a specified precedent to be mutually agreed (the “Senior Unsecured Bridge
        Documentation Precedent”) with changes and modifications that give due regard to (a) the operational and strategic
        requirements of the Borrower and its subsidiaries in light of their size, capital structure, industries, businesses, business practices,
        jurisdiction of incorporation and related currency and other provisions and (b) qualifications, thresholds, exceptions, “baskets”
        and grace and cure periods that shall be as mutually agreed (including a provision that permits restricted payments in an unlimited
        amount if the Total Net Leverage Ratio (to be defined in a manner to be mutually agreed) at the time of such restricted payment
        is no greater than 0.5x less than such ratio as of the Closing Date) (collectively for purposes of this Exhibit B, the “Senior
        Unsecured Bridge Documentation Principles” and together with the RCF Credit Documentation Principles, the “Documentation
        Principles”); provided that the Senior Unsecured Bridge Facility Documentation shall contain only those conditions
        to borrowing, mandatory prepayments, representations and warranties, covenants and events of default expressly set forth in this
        Term Sheet, in each case, applicable to the Borrower and its Restricted Subsidiaries. The Senior Unsecured Bridge Facility Documentation
        will be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date.

         

        The Senior Unsecured Bridge
        Facility Documentation will contain language to address the European Union bail-in rules in customary form.

	 	 
	Representations and Warranties:	Substantially similar to those for the Revolving Facility, with modifications consistent with the Senior Unsecured Bridge Documentation Principles to the extent necessary to reflect differences in documentation, but in any event no less favorable to the Borrower than those in the RCF Credit Documentation; it being understood that representations and warranties shall be subject to the Certain Funds Provision. 


 




    	 	 	B-6



     


    

 





	Conditions Precedent to Senior Unsecured Bridge Loans:	The borrowing under the Senior Unsecured Bridge Facility on the Closing Date will be subject solely to the applicable conditions precedent set forth in Exhibit C to the Commitment Letter.  
	 	 
	Covenants:	
        The Senior Unsecured
        Bridge Facility Documentation will contain such affirmative and incurrence-based (but not financial maintenance) negative covenants
        with respect to the Borrower and its Restricted Subsidiaries applicable to the Senior Unsecured Bridge Loans and the Senior Unsecured
        Extended Term Loans as are consistent with the Senior Unsecured Bridge Documentation Principles, including an affirmative covenant
        with respect to marketing efforts and securities demand, and will not include any covenants not included in the Revolving Facility
        except an affirmative covenant with respect to marketing efforts and securities demand, a covenant to use commercially reasonable
        efforts to refinance the Senior Unsecured Bridge Loans as promptly as practicable following the Closing Date, to use commercially
        reasonable efforts to maintain corporate level and facility level ratings (but not any minimum rating) and to conduct calls with
        the Senior unsecured Bridge Lenders on no less than a quarterly basis. Prior to the Senior Unsecured Bridge Loans Maturity Date,
        the restricted payments, liens and debt incurrence covenants of the Senior Unsecured Bridge Facility may be more restrictive than
        those applicable to the Senior Unsecured Extended Term Loans and the Senior Unsecured Exchange Securities, as reasonably agreed
        by the Senior Unsecured Bridge Agent and the Borrower. It is understood that compliance with covenants shall in no event be a condition
        to the availability of the Senior Unsecured Bridge Facility on the Closing Date in a manner that is inconsistent with the Certain
        Funds Provision.

         

        Upon and after
        the earlier of the Senior Unsecured Bridge Loans Maturity Date and the occurrence of a Takeout Demand Failure (as defined in the
        Joint Fee Letter), the covenants which would be applicable to the Senior Unsecured Exchange Securities, if issued, will also be
        applicable to the Senior Unsecured Extended Term Loans in lieu of the corresponding provisions of the documentation governing the
        Senior Unsecured Bridge Loans. The indenture governing the Senior Unsecured Exchange Securities will contain such covenants with
        respect to the Borrower and its Restricted Subsidiaries as are consistent with the Senior Unsecured Bridge Documentation Principles
        (but, in any event, no more restrictive than those for the Senior Unsecured Bridge Facility), including a provision that permits
        restricted payments in an unlimited amount if the Total Net Leverage Ratio at the time of such restricted payment is no greater
        than 0.5x less than such ratio as of the Closing Date.











 




    	 	 	B-7



     


    

 


	Financial Covenant:	None.
	 	 
	Events of Default:	
        The events of default
        applicable to the Senior Unsecured Bridge Loans will be consistent with the Senior Unsecured Bridge Documentation Principles; provided
        that, a default or event of default (other than a payment default) with respect to the Revolving Facility shall not give rise to
        a default or event of default under the Senior Unsecured Bridge Facility unless and until the Revolving Lenders accelerate the
        Revolving Loans and other obligations under the Revolving Facility as a result of such default.

         

        The indenture governing
        the Senior Unsecured Exchange Securities will contain such events of default (including grace periods and threshold amounts) as
        are consistent with the Senior Unsecured Bridge Documentation Principles (but, in any event, no more restrictive than those for
        the Senior Unsecured Bridge Facility) but not including a cross default (and, in lieu thereof, a cross-acceleration and cross-payment
        default at maturity to material debt). Upon and after the Senior Unsecured Bridge Loans Maturity Date, the events of default which
        would be applicable to the Senior Unsecured Exchange Securities, if issued, will also be applicable to the Senior Unsecured Extended
        Term Loans in lieu of the corresponding provisions of the Senior Unsecured Bridge Facility Documentation.

	 	 
	Registration Rights:	No registration rights. The Senior Unsecured Exchange Securities will be “private for life”.
	 	 
	
        Trust Indenture Act:

         

        
	
        The Indenture governing
        the Senior Unsecured Exchange Securities shall not be subject to the Trust Indenture Act, as amended (the “TIA”),
        including the provisions of Section 316 thereof and shall not contain any provision substantially similar to Section 316(b) of
        the TIA (other than similar provisions that relate solely to the amendment of payment terms).

        

        

	 	 
	Defeasance and Discharge:	The indenture governing the Senior Unsecured Exchange Securities
    will contain such defeasance and discharge provisions as are consistent with the Senior Unsecured Bridge Documentation Principles.


 




    	 	 	B-8



     


    

 


	Voting:	
        Amendments and waivers
        of the Senior Unsecured Bridge Facility Documentation applicable to the Senior Unsecured Bridge Loans and the Senior Unsecured
        Extended Term Loans will require the approval of Senior Unsecured Bridge Lenders holding more than 50% of the aggregate amount
        of the outstanding Senior Unsecured Bridge Loans or Senior Unsecured Extended Term Loans, as applicable (the “Required
        Lenders”), except that (a) the consent of each Senior Unsecured Bridge Lender directly affected thereby (rather
        than Required Lenders) shall be required with respect to: (i) modifications to any provision requiring pro rata treatment
        of the Lenders, (ii) increases in the commitment of such Senior Unsecured Bridge Lender, (iii) reductions or forgiveness
        of principal, interest, fees payable to such Senior Unsecured Bridge Lender, (iv) extensions of final maturity of the loans of
        such Senior Unsecured Bridge Lender or of the date for payment to such Senior Unsecured Bridge Lender of any interest or fees,
        and (v) additional restrictions on the right to exchange Senior Unsecured Extended Term Loans for Senior Unsecured Exchange
        Securities and (b) the consent of each Senior Unsecured Bridge Lender shall be required with respect to: (i) modifications
        to voting requirements or percentages and (ii) releases of all or substantially all of the value of the Guarantees.

         

        The indenture governing
        the Senior Unsecured Exchange Securities will contain such modification provisions as are consistent with the Senior Unsecured
        Bridge Documentation Principles.

	 	 
	Cost and Yield Protection:	Substantially similar to the tax gross up, cost and yield provisions contained in the Revolving Facility, with appropriate modifications for a bridge facility.  
	 	 
	Assignments and Participations of Senior Unsecured Bridge Loans and Senior Unsecured Extended Term Loans:	
        The Senior Unsecured Bridge Lenders will be
        permitted to assign Senior Unsecured Bridge Loans without the consent of (but with notice to) the Borrower (except that no such
        assignments to Disqualified Lenders will be permitted); provided that, prior to the Senior Unsecured Bridge Loans Maturity
        Date, unless a Takeout Demand Failure (as defined in the Joint Fee Letter) or a payment or bankruptcy event of default has occurred
        and is at such time continuing, the consent of the Borrower shall be required with respect to any assignment if, subsequent thereto,
        the Initial Lenders would hold, in the aggregate, less than 50.1% of the outstanding Senior Unsecured Bridge Loans.

         

        The Senior Unsecured Bridge Lenders will be
        permitted to participate their Senior Unsecured Bridge Loans to other financial institutions without restrictions, other than customary
        voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited to the amount
        of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictions.

	 	 
	Right to Transfer Senior Unsecured Exchange Securities:	The holders of the Senior Unsecured Exchange Securities shall have the absolute and unconditional right to transfer such Senior Unsecured Exchange Securities in compliance with applicable law to any third parties.


 




    	 	 	B-9



     


    

 


	Expenses and Indemnification:	Substantially similar to the expenses and indemnification provisions contained in the Revolving Facility, with modifications consistent with the Senior Unsecured Bridge Documentation Principles to the extent necessary to reflect differences in documentation, but in any event not applicable to the Senior Unsecured Exchange Securities.
	 	 
	Governing Law and Forum:	New York.
	 	 
	Counsel to Senior Unsecured Bridge Agent:	Latham & Watkins LLP.


 




    	 	 	B-10



     


    

 


ANNEX I to


EXHIBIT B


 


PRICING APPLICABLE TO SENIOR UNSECURED BRIDGE
LOANS


 


	Interest Rates:	
        The Senior Unsecured Bridge Loans shall accrue
        interest at a rate per annum equal to the LIBOR Rate (as defined in Exhibit A), plus 450 basis points (the “Senior
        Unsecured Bridge Initial Margin”), with a LIBOR Rate floor of 1.00%. The Senior Unsecured Bridge Initial Margin will
        increase by an additional 50 basis points on the date that is three months after the Closing Date and an additional 50 basis points
        for each additional three-month period thereafter; provided that, at no time shall the interest rate in effect on the Senior
        Unsecured Bridge Loans exceed the Total Interest Cap (as defined in the Joint Fee Letter) (excluding interest at the default rate
        as described above).

         

        The Borrower may elect interest periods of
        one, two, three, or six months (or 12 months or shorter period if available to all Senior Unsecured Bridge Lenders) for Adjusted
        LIBOR borrowings.

         

        Any Senior Unsecured Bridge Loans converted
        into Senior Unsecured Extended Term Loans will accrue interest at the fixed rate equal to the Total Interest Cap (as defined in
        the Joint Fee Letter).

         

        Calculation of interest shall be on the basis
        of the actual number of days elapsed over a 360-day year and interest shall be payable quarterly in arrears.



 




     


     


    

 


PRICING APPLICABLE TO SENIOR UNSECURED EXCHANGE
SECURITIES


 


	Interest Rates:	
        The Senior Unsecured Exchange Securities will bear interest at a
        fixed rate equal to the Total Interest Cap and interest will be payable semiannually in arrears.

         

        Calculation of interest shall be on the basis of a year of 12 months
        of 30 days each.



 




    	 	 	B-I-2



     


    

 


EXHIBIT C


 


$150.0
Million Senior Secured Revolving Credit Facility


$850.0
Million Senior Unsecured Bridge Loan Facility


Summary
of Conditions Precedent4


 


This Summary of Conditions Precedent outlines
certain of the conditions precedent to the Facilities referred to in the Commitment Letter, of which this Exhibit C is a part.
Certain capitalized terms used herein are defined in the Commitment Letter.


 


The initial borrowings
under the Facilities shall be subject to the following applicable conditions (subject in all respects to the Certain Funds Provision):


 


1.         Purchase Agreement. The Acquisition
shall have been consummated or shall be consummated substantially simultaneously with the initial borrowings under the Facilities
in accordance in all material respects with the terms of the Purchase Agreement (without any amendment, modification or waiver
thereof or any consent thereunder that is materially adverse to the Initial Lenders for the applicable Facility (in their capacities
as such) without the prior written consent of the Commitment Parties (such consent not to be unreasonably withheld, delayed or
conditioned); provided that (i) a reduction in the consideration payable under the Purchase Agreement of less than 10% shall
not be deemed to be materially adverse to the interests of the Initial Lenders; provided further that such reduction
is applied 100% to reduce the Senior Unsecured Bridge Facility, and (ii) an increase in such purchase price amount shall not
be deemed to be materially adverse to the Initial Lenders if such increase is not funded with indebtedness for borrowed money;
provided that no purchase price or similar adjustment provisions set forth in the Purchase Agreement shall constitute a
reduction or increase in the purchase price).


 


2.         Refinancing. The Refinancing shall
have occurred, or shall occur substantially concurrently with the initial borrowings under the Facilities. The applicable Agent
shall have received evidence that in connection with the Refinancing, all guarantees of, and security granted with respect to the
Existing Debt have been discharged and released or shall be discharged and released substantially concurrently with the initial
borrowings under the applicable Facility (or customary arrangements for such discharge and release shall have been agreed upon
with the applicable Agent).


 


3.         Revolving Facility Documentation.
Subject to the Certain Funds Provision and solely as a condition to the availability of the Revolving Facility, the execution and
delivery of (i) the RCF Credit Documentation by each Loan Party thereto, (ii) customary legal opinions with respect to
the Revolving Facility, certified organizational documents of each Loan Party, customary evidence of authorization with respect
to each Loan Party, customary officer’s certificates of each Loan Party (provided that such certificate shall not include
any representations or statement as to the absence (or existence) of any default or event of default under the RCF Credit Documentation
or a bring-down of representations and warranties) and good standing certificates with respect to each Loan Party (to the extent
such concept exists in the applicable jurisdiction) in the jurisdiction of organization of such Loan Party; (iii) a solvency certificate
substantially in the form of Exhibit D to the Commitment Letter, (iv) all documents and instruments required
to create and perfect the Collateral Agent’s security interests in the Collateral under the Revolving Facility, which shall
be, if applicable, in proper form for filing, in each case, subject to the Certain Funds Provision and consistent with the provisions
of the RCF Term Sheet, and (v) a customary borrowing notice (provided that such notice shall not include any representations or
statement as to the absence (or existence) of any default or event of default under the RCF Credit Documentation or a bring-down
of representations and warranties) with respect to the initial borrowings under the Revolving Facility.


 





 



4
All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Exhibit C
is attached, including Exhibits A and B thereto. In the case of any such capitalized term that
is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be
determined by reference to the context in which it is used.


 




     


     


    

 


4.         Senior Unsecured Bridge Facility
Documentation. Subject to the Certain Funds Provision and solely as a condition to the availability of the Senior Unsecured
Bridge Facility, the execution and delivery of (i) the Senior Unsecured Bridge Facility Documentation by each Loan Party thereto,
(ii) customary legal opinions with respect to the Senior Unsecured Bridge Facility, certified organizational documents of
each Loan Party, customary evidence of authorization with respect to each Loan Party, customary officer’s certificates of
each Loan Party (provided that such certificate shall not include any representations or statement as to the absence (or existence)
of any default or event of default under the Senior Unsecured Bridge Facility Documentation or a bring-down of representations
and warranties) and good standing certificates with respect to each Loan Party (to the extent such concept exists in the applicable
jurisdiction) in the jurisdiction of organization of such Loan Party, (iii) a solvency certificate substantially in the form of
Exhibit D to the Commitment Letter, and (iv) a customary borrowing notice (provided that such notice shall not
include any representations or statement as to the absence (or existence) of any default or event of default under the Senior Unsecured
Bridge Facility Documentation or a bring-down of representations and warranties) with respect to the initial borrowings under the
Senior Unsecured Bridge Facility.


 


5.         Financial
Statements. The Commitment Parties shall have received (a) generally accepted accounting principles and practices in the
United States (“US GAAP”) (provided that, in the case of the Borrower, such financial statements
for any period prior to 2015 may be prepared in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board (“IFRS”)) audited consolidated balance sheets and related statements of income/loss,
stockholders’/changes in equity and cash flows of each of the Borrower and the Target for the three most recently completed
fiscal years ended at least 90 days prior to the Closing Date (and the related audit reports), (b) US GAAP unaudited
consolidated balance sheets and related statements of income/loss, stockholders’ equity/changes in equity and cash flows
of each of the Borrower and the Target for each subsequent fiscal quarter (other than the fourth quarter of any fiscal year) subsequent
to the last fiscal year for which financial statements were prepared pursuant to the preceding clause (a) and ended at least 45 days
prior to the Closing Date (and the corresponding period of the preceding fiscal year), (c) Associated
Auction Services, LLC’s (“AAS”) audited balance sheet as of December 31, 2014 and March 31, 2015
and audited statements of operations, members’ equity and cash flows for the three months ended March 31, 2015 and the year
ended December 31, 2014, including the notes thereto, and (d) Kruse Energy & Equipment Auctioneers, LLC’s (“Kruse”)
audited balance sheet as of October 31, 2014 and the audited statements of income, changes in members’ capital and cash flows
for the ten month period ended October 31, 2014, including the notes thereto; provided that, for the avoidance of doubt,
each Commitment Party acknowledges that it has received the information and documents required by clauses (c) and (d) of this Section
5. 


 




    C-2 


     


    

 


6.         Pro Forma Financial Statements.
The Commitment Parties shall have received a pro forma consolidated balance sheet as of the end of the most recently ended
income statement of the Borrower for which financial statements have been provided pursuant to the preceding Section 5 and related
pro forma consolidated statements of income of the Borrower (i) for the most recently ended fiscal year for which audited
financial statements have been provided pursuant to the preceding Section 5, (ii) to the extent not provided pursuant to clause
(i), a pro forma statement of income of the Borrower for the trailing 12-month period ended the date of the latest interim
unaudited quarterly financial statements, if any, provided pursuant to the preceding Section 5 and, (iii) for the subsequent interim
periods for which unaudited financial statements have been provided pursuant to the preceding Section 5, prepared after giving
effect to the Transactions (and any other acquisitions of businesses for which financials statements are being provided) as if
they had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other
financial statements).


 


7.         KYC Information. The applicable
Agent shall have received, at least three business days prior to the Closing Date, all documentation and other information about
the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the PATRIOT Act, that has been reasonably requested in writing by the Commitment
Parties at least 10 business days prior to the Closing Date.


 


8.         Senior Unsecured Notes Offering Document.
With respect to the Senior Unsecured Bridge Facility, the Borrower shall have engaged one or more investment banks reasonably satisfactory
to the Lead Arrangers and the Bookrunners (collectively, the “Investment Bank”) to sell to or place the
Senior Unsecured Notes or debt securities substantially similar to the Senior Unsecured Notes that may be used to refinance the
Senior Unsecured Bridge Loans and shall ensure that (a) the Investment Bank shall have received a customary preliminary offering
memorandum or preliminary private placement memorandum suitable containing all customary information (other than the “description
of the notes” and any information customarily provided by the Investment Bank or its counsel) for use in a customary high-yield
road show relating to the issuance of the Senior Unsecured Notes, including unaudited interim financial statements of the Target
and the Borrower and all appropriate pro forma financial statements of the Target with respect thereto prepared in accordance with,
or reconciled to, US GAAP (provided that, in the case of the Borrower, such financial statements for any period prior to 2015 may
be prepared in accordance with IFRS) and prepared in accordance with the principles of Regulation S-X under the Securities Act
of 1933, as amended, but, in each case, no more than the financial statements referred to under the preceding Sections 5 or 6 above
or derived therefrom, and all other data that would be necessary for the Investment Bank to receive customary “comfort”
(including “negative assurance” comfort) from independent accountants to the Borrower, the Target, AAS and Kruse in
connection with such offering (subject in each case to exceptions customary for Rule 144A offerings involving high-yield unsecured
“private-for-life” debt securities, including exceptions for consolidating financial statements, separate subsidiary
financial statements and other financial statements required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X (provided that
customary data as to the total assets, revenue, EBITDA and adjusted EBITDA or comparable metrics (including on a pro forma basis
giving effect to the Transactions) shall be included) or “segment reporting”, Item 302 of Regulation S-K and Compensation
Discussion and Analysis or other information required by Item 402 of Regulation S-K under the Securities Act and the executive
compensation and related person disclosure rules related to SEC Release No. 33-8732A, 34-54302A and IC-2744A and other information
not customarily provided in an offering memorandum for a Rule 144A offering) (the “Required Bond Information”),
and (b) the Investment Bank shall be afforded a marketing period following the receipt of the Required Bond Information to seek
to offer and sell or privately place the Senior Unsecured Notes of 15 consecutive business days (the “Senior Unsecured
Notes Marketing Period”); provided that (i) the Senior Unsecured Notes Marketing Period shall commence no
earlier than September 6, 2016, (ii) November 24, 2016 and November 25, 2016 shall not be considered business days for the purposes
of the Senior Unsecured Notes Marketing Period and (iii) if the Senior Unsecured Notes Marketing Period has not ended prior to
December 17, 2016, then such period shall not commence until on or after January 2, 2017.


 




    C-3 


     


    

 


If Borrower shall in good faith reasonably
believe that the Borrower has delivered the Required Bond Information, the Borrower may (but shall not be obligated to) deliver
to the Investment Bank written notice to that effect (stating when the Borrower believes that the Borrower completed such delivery),
in which case the Borrower shall be deemed to have delivered the Required Bond Information on the date of such notice and the Senior
Unsecured Notes Marketing Period shall be deemed to have commenced on the date of such notice, in each case, unless the Investment
Bank in good faith reasonably believes that the Borrower has not completed delivery of the Required Bond Information and, within
two business days after its receipt of such notice from the Borrower, the Investment Bank delivers a written notice to the Borrower
to that effect (stating with specificity which information has not delivered).


 


9.         Payment of Fees and Expenses.
All fees required to be paid by the Borrower on the Closing Date pursuant to the Fee Letters and the Commitment Letter (including
the Term Sheets) and reasonable out-of-pocket expenses (including legal fees and expenses) required to be paid by the Borrower
on the Closing Date pursuant to the Commitment Letter, to the extent invoiced at least two business days prior to the Closing Date,
shall, upon the initial borrowing of the applicable Facilities, have been paid, or will be substantially simultaneously, paid (which
amounts may be offset against the proceeds of the Facilities).


 


10.         Accuracy of Representations.
(i) The Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier
set forth therein) to the extent required by the Certain Funds Provision; and (ii) the Purchase Agreement Representations shall
be true and correct in all material respects to the extent required by the Certain Funds Provision; provided that, for the
avoidance of doubt, this clause (ii) shall only be a condition to the extent that you have (or an affiliate of yours has) the right
(taking into account any applicable cure provisions) to terminate your (or its) obligations under the Purchase Agreement or the
right to decline to consummate the Acquisition (in each case, in accordance with the terms of the Purchase Agreement) as a result
of the failure of such representations and warranties to be accurate.


 


11.         Material Adverse Change. There
has not occurred a Material Adverse Change (as defined in the Purchase Agreement) since the date of the Purchase Agreement.


 




    C-4 


     


    

 


EXHIBIT D


 


FORM OF SOLVENCY CERTIFICATE


 


[____][__], 20[__]


 


This Solvency Certificate is being executed
and delivered pursuant to Section [__] of that certain [•]5
(the “Credit Agreement”; the terms defined therein being used herein as therein defined).


 


I, [______________], a [________] of the Borrower
(after giving effect to the Transactions), in such capacity only and not in an individual capacity (and without personal liability),
hereby certify on behalf of the Borrower as follows, in each case as of the date hereof:


 


1.The sum
of the debt and liabilities (subordinated, contingent or otherwise) of the Borrower and its Subsidiaries, on a consolidated basis,
does not exceed the fair value of the present assets of the Borrower and its Subsidiaries, on a consolidated basis.


 


2.The capital
of the Borrower and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as conducted
or contemplated to be conducted on the date hereof.


 


3.The present
fair saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount
that will be required to pay the probable liabilities of the Borrower and its Subsidiaries, on a consolidated basis, as applicable,
as they become absolute and matured.


 


4.The Borrower
and its Subsidiaries, on a consolidated basis, have not, incurred and do not intend to incur, or believe that they will incur,
debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as they
become due (whether at maturity or otherwise).


 


5.For purposes
of this Solvency Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the
facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual
or matured liability.


 


6.In reaching
the conclusions set forth in this Solvency Certificate, the undersigned has made such investigations and inquiries as the undersigned
has deemed appropriate to provide this Solvency Certificate. The undersigned is familiar with the finances and assets of the Borrower
and its Subsidiaries.


 


7.The undersigned
acknowledges that the Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with
the Commitments and Loans under the Credit Agreement.


 





 



5
Describe the credit agreement to govern the Revolving Facility.


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned has executed this Solvency Certificate in such undersigned’s capacity as an officer of the Borrower, on behalf
of the Borrower, and not individually, on the date first written above.


 


	 	RITCHIE BROS. AUCTIONEERS INCORPORATED
	 	 
	 	By: 	           
	 	Name: 
	 	Title: [Financial Officer]


 




    	 	 	D-2