Debt Commitment Letter, dated November 26, 2018, between Forrester Research, Inc. and JPMorgan Chase Bank, N.A

Exhibit 10.1

Execution Version

JPMORGAN CHASE BANK, N.A.

383 Madison Avenue

New York, New York 10179

November 26, 2018

Forrester Research, Inc.

60 Acorn Park Drive

Cambridge, MA 02140

Attention: Michael Doyle

Project Supernova

Commitment Letter

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (“JPMorgan”, the “Commitment Party”, “us” or “we”) that Forrester Research, Inc., a Delaware corporation (“you” or the “Borrower”), intends to acquire, directly or indirectly, the outstanding equity interests of the company you have identified to us as “Supernova” (the “Target”) pursuant to the Merger Agreement and to consummate the other transactions described on Exhibit A hereto. Capitalized terms used but not defined herein are used with the meanings assigned to them on the Exhibits attached hereto (such Exhibits, together with this letter, collectively, the “Commitment Letter”).

In connection with the Transactions, JPMorgan is pleased to advise you of its commitment to provide 100% of the aggregate amount of commitments in respect of each of the Credit Facilities (JPMorgan, in such capacity, the “Initial Lender”) upon the terms and conditions expressly set forth in this letter and Exhibits B and C hereto (collectively, the “Term Sheets”), and the closing and funding of the Facilities is subject only to the Exclusive Funding Conditions.

It is agreed that:

(a) JPMorgan will act as sole lead arranger and sole bookrunner for the Credit Facilities (acting in such capacities, the “Lead Arranger”); provided that the Borrower agrees that JPMorgan may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC, and (b) JPMorgan will act as sole administrative agent for the Credit Facilities (in such capacity, the “Administrative Agent”).

You agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with obtaining commitments with respect to the Credit Facilities unless you and we shall so reasonably agree (it being understood and agreed that no other agent, co-agent, arranger, co-

arranger, bookrunner, co-bookrunner, manager or co-manager shall be entitled to greater economics in respect of the Credit Facilities than the Commitment Party); provided that, (a) within 15 business days of the date of your acceptance of this Commitment Letter (the “Acceptance Date”), you may appoint one (1) additional lead arranger, bookrunner, manager, agent or co-agent in respect of the Credit Facilities or confer other titles (but not a portion of the compensatory economics contemplated hereby) in respect of the Credit Facilities, and (b) you may appoint other Lenders as syndication agents, co-syndication agents, documentation agents, co-documentation agents and other similar titles (but not confer a portion of the compensatory economics contemplated hereby) in consultation with us. It is further agreed that JPMorgan will have “left lead” placement in any and all marketing materials used in connection with the Credit Facilities.

We intend to syndicate the Credit Facilities to a group of lenders identified by us in consultation with you and reasonably acceptable to you (such consent not to be unreasonably withheld or delayed) (other than any Disqualified Institution (as defined below) (collectively with the Initial Lender, the “Lenders”), in each case, excluding (a) any person identified by you to us in writing prior to the execution of this Commitment Letter, (b) any person that is (directly or through a controlled subsidiary or portfolio company) a competitor of you, the Target or your or its respective subsidiaries that is separately identified in writing by you to us from time to time prior to the Closing Date (or, if after the Closing Date, that is identified to the Administrative Agent), or (c) any affiliate of any person identified in clause (a) or (b) (other than any affiliate that is a bona fide debt fund or investment vehicle that is engaged primarily in making, purchasing, holding or otherwise investing in loans, commitments and similar extensions of credit in the ordinary course of business for financial investment purposes and with respect to which no personnel involved with the investment in the relevant competitor, or the management, control or operation thereof, directly or indirectly, possesses the power to direct or cause the investment policies of such fund, vehicle or entity) that is (i) identified in writing by you from time to time or (ii) clearly identifiable as an affiliate on the basis of its name (any such person in clause (a), (b) or (c) above, a “Disqualified Institution”), which designation shall not have retroactive effect to any prior assignment or pending trade to any Lender permitted hereunder or under the Documentation at the time of such assignment (but further assignments and participations shall be prohibited). The Commitment Party intends to commence syndication efforts promptly, and you agree to assist (and to use your commercially reasonable efforts to cause the Target to assist to the extent practical and appropriate and not in contravention of the Merger Agreement) the Commitment Party in completing a syndication reasonably satisfactory to the Commitment Party and you, which assistance may include (in each case, with respect to the Target, to the extent practical and appropriate and not in contravention of the Merger Agreement) (A) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your and the Target’s existing banking relationships, (B) facilitating direct contact between appropriate members your senior management and certain non-legal advisors (and using your commercially reasonable efforts to ensure such contact between appropriate senior management of the Target to the extent practical and appropriate and not in contravention of the Merger Agreement), on the one hand, and the proposed Lenders, on the other hand, in all such cases at times and, if applicable, locations, mutually agreed upon, (C) preparing and providing to the Commitment Party (and using commercially reasonable efforts to cause the Target or its advisors to prepare and provide to the extent practical and appropriate and not in contravention of the Merger Agreement) all customary information with respect to you and the Target and its subsidiaries and the Acquisition, including all customary financial information and Projections (as defined below) as the Commitment Party may reasonably request to be used in connection with the arrangement and syndication of the Credit Facilities and (D) assisting (and using your commercially reasonable efforts to cause the Target to assist to the extent practical and appropriate and not in contravention of the Merger Agreement) in the preparation of a customary confidential information memorandum (the “Confidential Information Memorandum”) and other customary marketing materials

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reasonably requested by the Lead Arranger to be used in connection with the syndication of the Credit Facilities (all such information, memoranda and material, “Information Materials”), (E) your hosting, with the Commitment Party, of one or more meetings (but, in any event, not more than two (2)) (or, if you and the Lead Arranger so agree, conference calls in lieu of any such meeting) of prospective Lenders at times and locations to be mutually agreed (and using your commercially reasonable efforts to cause the appropriate senior management of the Target to be available for such meetings) and (F) ensuring that (and in the case of the Target and its subsidiaries, limited your commercially reasonable efforts to ensure that, to the extent practical and appropriate and not in contravention of the Merger Agreement) there is no competing offering, placement, arrangement or syndication of any debt securities or bank financing (other than the Credit Facilities, any debt that we agree may remain outstanding, any debt permitted under the Merger Agreement and any replacement, extension or renewal of existing debt of the Borrower, the Target or any of their respective subsidiaries that matures within one year of the date hereof) by or on behalf of you or the Target and its subsidiaries without the consent of the Lead Arranger, if such offering, placement, arrangement or syndication would reasonably be expected to materially impair the primary syndication of the Credit Facilities (it being agreed that any borrowings under any existing credit facilities of the Target and other debt incurred in the ordinary course of business by you, the Target or your and its respective subsidiaries, including, without limitation, deferred purchase obligations, intercompany debt, capital leases, purchase money financings and equipment financings are not restricted by the foregoing). You understand and acknowledge that, following the Closing Date, we may provide to market data collectors, such as league table, or other service providers to the lending industry, information regarding the closing date, size, type, purpose of, and parties to, the Credit Facilities.

Without limiting your obligations to assist with syndication efforts as set forth herein, we agree that notwithstanding the Lead Arranger’s right to syndicate the Credit Facilities and receive commitments with respect thereto, other than in connection with a Joinder entered into in accordance with this Commitment Letter, (i) the Initial Lender shall not be released or relieved from its commitment hereunder (including, subject to the satisfaction or waiver of the Exclusive Funding Conditions, the obligation to fund all of the Credit Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Credit Facilities, including its commitments in respect thereof, until after the initial funding of the Credit Facilities (including any Revolving Loans requested to be funded on the Closing Date) on the Closing Date has occurred, (ii) no assignment, participation or novation by the Initial Lender shall become effective as between you and the Initial Lender with respect to all or any portion of the Initial Lender’s commitments in respect of the Credit Facilities until immediately after the initial funding of the Credit Facilities on the Closing Date has occurred and (iii) unless you otherwise agree in writing, the Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Credit Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until immediately after the initial funding of the Credit Facilities on the Closing Date has occurred.

The Commitment Party will manage, in consultation with you, all aspects of the syndication of the Credit Facilities, including decisions as to the selection of institutions to be approached and when they will be approached, when commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders (in each case, subject to your consent, not to be unreasonably withheld or delayed, and subject to the exclusion of Disqualified Institutions). You hereby acknowledge and agree that the Lead Arranger is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the arrangement of the Credit Facilities (including in connection with determining the terms of the Credit Facilities) and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person.

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In connection with our distribution to prospective Lenders of the Confidential Information Memorandum and, upon our request, any other Information Materials, you will execute and deliver to us a customary authorization letter authorizing such distribution. The Confidential Information Memorandum will be accompanied by a disclaimer exculpating you, the Target and us and your, its and our respective affiliates with respect to any use thereof and of any related Information Materials by the recipients thereof.

You hereby represent and warrant that (with respect to any information relating to the Target and its subsidiaries, to your knowledge) (a) all written presented information (including all Information Materials), other than the Projections, any third-party memoranda or reports furnished, concerning you or the Target or your or its respective affiliates and information of a general economic or industry specific nature (the “Information”), that has been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished to us, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements thereto) and (b) the financial projections, budgets, estimates, and other forward-looking information (the “Projections”) that have been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time prepared (it being recognized by the Commitment Party that (i) such Projections are not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies many of which are beyond your control and (ii) no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You agree that if, at any time prior to the later of the Closing Date and the Syndication Date (as defined in the Fee Letter, you become aware that any of the representations in the preceding sentence would be incorrect if such Information or Projections were furnished at such time and such representations were being made at such time, in any material respect, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use commercially reasonable efforts to) promptly supplement (or, to the extent appropriate and not in contravention of the Merger Agreement, use commercially reasonable efforts to cause the Target to promptly supplement) the Information and the Projections so that (with respect to Information and Projections relating to the Target and its subsidiaries, to your knowledge) such representations when remade would be correct, in all material respects, under those circumstances. You understand that in arranging and syndicating the Credit Facilities we may use and rely on the Information and Projections without independent verification thereof. It is understood and agreed that none of the making of any representation or warranty under this Section 4, the provision of any supplement to any Information or the Projections, nor the accuracy of any such representation, warranty or supplement shall constitute a condition precedent to the commitments hereunder or the availability of the Credit Facilities on the Closing Date.

As consideration for the commitments and agreements of the Commitment Party hereunder, you agree to pay or cause to be paid the fees described in the Fee Letter dated the date hereof and delivered herewith (the “Fee Letter”) on the terms and subject to the conditions set forth therein.

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Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation (as defined below) or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) Commitment Party’s commitments hereunder are subject only to the Exclusive Funding Conditions and (b) to the extent the Specified Merger Agreement Representations (as defined below) with respect to the Target and its subsidiaries are qualified or subject to “material adverse effect,” the definition thereof shall be “Material Adverse Effect” as defined in the Merger Agreement for purposes of the representation and warranties made or to be made on or as of the Closing Date. Upon satisfaction (or waiver by the Commitment Party) of the Exclusive Funding Conditions, the initial funding of the Credit Facilities shall occur; 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 Letter or the definitive documentation for the Credit Facilities (such documentation, the “Facilities Documentation”, which shall include the Limited Conditionality Provisions and be consistent with the terms contained in this Commitment Letter)) other than the Exclusive Funding Conditions.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations and warranties the accuracy of which shall be a condition to the availability of the Credit Facilities on the Closing Date shall be (i) such of the representations made by or with respect to the Target and its subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you or your affiliates have the right (determined without regard to any notice requirement) to decline to close under the Merger Agreement or to terminate your (or their )obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement, in each case, without incurring any liability for any termination payment, “break-up” fee or other material expense (to such extent, the “Specified Merger Agreement Representations”) and (ii) the Specified Representations (as defined below) made by the Loan Parties in the Facilities Documentation (the representations described in clauses (i) and (ii) being the “Closing Date Representations”) and (b) the terms of the Facilities Documentation and other closing deliverables shall be in a form such that they do not impair the availability or funding of the Credit Facilities on the Closing Date if the Exclusive Funding Conditions are satisfied or waived, it being understood that, to the extent any lien search or security interest in the Collateral is not or cannot be provided on the Closing Date (other than (x) the pledge and perfection of Collateral with respect to which a lien may be perfected by the filing of financing statements under the Uniform Commercial Code (“UCC”), and (y) the delivery of equity certificates and transfer powers for such equity interests that are “certificated securities” (as defined in Article 8 of the UCC) of the Target and domestic restricted subsidiaries of the Borrower and the Target that are part of the Collateral; provided that, to the extent that you have used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of the Target’s subsidiaries will only be required to be delivered on the Closing Date pursuant to the terms set forth above if such certificates are actually received from the Target prior to the Closing Date)) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection, as applicable, of any such lien search or security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facilities, but shall instead be provided not later than 60 days following the Closing Date (or such longer period as the Administrative Agent may agree). For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Facilities Documentation relating to corporate or other organizational existence of the Loan Parties; power and authority, due authorization, execution and delivery of, and enforceability of, the Facilities Documentation; no conflicts with organizational documents, in each case (other than with respect to corporate or other organizational existence) related to the due authorization, execution, delivery and

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performance of the Facilities Documentation; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (with solvency to be defined in a manner consistent with the certificate attached as Exhibit D hereto); Federal Reserve margin regulations; the Investment Company Act; PATRIOT Act; use of proceeds not violating OFAC, FCPA and other applicable sanctions and anti-corruption laws; and creation, validity and perfection of security interests in the Collateral (subject to customary permitted liens to be agreed) and subject in all respects to the foregoing provisions of this paragraph. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions.”

You agree (a) to indemnify and hold harmless the Commitment Party, its affiliates and its and their respective directors, officers, employees, advisors, agents and other representatives (each, an “indemnified person”) from and against any and all losses (excluding lost profits), claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Credit Facilities, the use of the proceeds thereof or the Acquisition and the Transactions or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand (together with reasonable backup documentation) for any reasonable and documented legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing (but limited, in the case of legal expenses, to (x) one counsel to such indemnified persons taken as a whole, (y) to the extent reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) and (z) in the case of any actual or perceived conflict of interest, after receipt of your consent (which shall not be unreasonably withheld, delayed or conditioned), one additional counsel and, if necessary, one additional local counsel in each relevant material jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) to such indemnified persons 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 (i) to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such indemnified person or its control affiliates, directors, officers or employees (collectively, the “Related Parties”), (ii) to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the breach of an indemnified person’s funding obligations or any other material breach of its (or its Related Parties’) obligations under this Commitment Letter, the Fee Letter or the Facilities Documentation or (iii) to the extent relating to or arising out of any disputes brought by an indemnified person against any other indemnified person that do not involve an act or omission by you or any of your affiliates (other than any claims against an indemnified person in its capacity as Administrative Agent or Lead Arranger) and (b) (x) regardless of whether the Closing Date occurs, to reimburse the Commitment Party and its affiliates for all reasonable and documented out-of-pocket expenses (other than legal fees and expenses) that have been invoiced at least (3) Business Days’ prior to the Closing Date or, following termination or expiration of the commitments hereunder (or, if not so invoiced, promptly following the Closing Date or such termination or expiration of the commitments hereunder) (including due diligence expenses, syndication expenses and travel expenses) (provided that, in the event the Closing Date does not occur, your reimbursement obligations under this clause (x) shall not exceed $10,000) and, (y) if the Closing Date occurs, the fees, charges and disbursements of one outside counsel to the Commitment Party and to the extent reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) to the Commitment Party, in each case, incurred in connection with each of the Credit Facilities and any related documentation (including this Commitment Letter and the Facilities Documentation) or the administration, amendment, modification or waiver thereof. It is further agreed

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that the Commitment Party shall only have liability to you (as opposed to any other person) and that the Commitment Party shall be liable solely in respect of its own commitment to the Credit Facilities on a several, and not joint, basis with any other party committing to the Credit Facilities. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the gross negligence, bad faith or willful misconduct of, or material breach of this Commitment Letter or the Facilities Documentation by, such indemnified person (or any of its Related Parties). None of the indemnified persons or you, the Target or any of your or their respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Fee Letter, the Credit Facilities or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this Section 7.

You shall not be liable for any settlement of any Proceeding (or expenses related thereto) effected without your written consent (which consent shall not be unreasonably withheld or delayed it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (a) and (b) of the succeeding sentence (with “you” being substituted for “indemnified person” in each such clause) shall be deemed reasonable), but if settled with your written consent, or if there is a final judgment in any such Proceeding, you agree to indemnify and hold harmless each indemnified person to the extent and in the manner set forth above. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened (in writing) Proceeding against an indemnified person in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability or claims that are the subject matter of such Proceeding. and (b) such settlement does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of such indemnified person.

In case any Proceeding is instituted involving any indemnified person for which indemnification will be sought hereunder by such indemnified person, then such indemnified person will use commercially reasonable efforts to notify you promptly of the commencement of such Proceeding; provided that the failure so to notify you will not relieve you from any liability that you may have to such indemnified person pursuant to this Section 7, unless your rights and defense of such matter are materially adversely affected by such failure to notify you. If an indemnifying party has reimbursed any indemnified person for any legal or other expenses, and there is a final and non-appealable determination by a court of competent jurisdiction that the indemnified person was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 7, then the indemnified person shall promptly refund such amount.

You acknowledge that the Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Party will not use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you in connection with the performance by the Commitment Party of services for other companies, and the Commitment Party will not furnish any such information to other companies. You also acknowledge that the Commitment Party has no obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained from other companies.

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You agree that the Commitment Party will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Party and you and your respective equity holders or your and their respective affiliates. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter are arm’s-length commercial transactions between the Commitment Party and, if applicable, its affiliates, on the one hand, and you, on the other, (ii) in connection therewith and with the process leading to such transaction the Commitment Party and, if applicable, its affiliates, is acting solely as a principal and has not been, is not and will not be acting as an advisor, agent or fiduciary of you, your management, equity holders, creditors, affiliates or any other person, and (iii) the Commitment Party and, if applicable, its affiliates, has not assumed an advisory or fiduciary responsibility or any other obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Commitment Party or any of its affiliates has advised or is currently advising you or your affiliates on other matters) except the obligations expressly set forth in this Commitment Letter. You further acknowledge and agree that (i) you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto, (ii) you are capable of evaluating and understand and accept the terms, risks and conditions of the transactions contemplated hereby, and JPMorgan shall have no responsibility or liability to you with respect thereto, and (iii) as Lead Arranger, JPMorgan is not advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction, and you shall consult with your own advisors concerning such matters and you shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby. Any review by JPMorgan of the Borrower, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of JPMorgan and shall not be on behalf of the Borrower. The Borrower agrees that it will not assert any claim against any Arranger based on an alleged breach of fiduciary duty by the Lead Arranger in connection with this Commitment Letter and the transactions contemplated hereby.

You further acknowledge that the Commitment Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, the Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you and other companies with which you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Party or any of its 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.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person with the prior written consent of the Commitment Party except (a) your affiliates and your and your affiliates’ officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents and advisors, in each case on a confidential basis, (b) the Target and its affiliates and their respective officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents and advisors, in each case on a confidential basis (provided that any disclosure of the Fee Letter or its terms or substance to the Target or its officers, directors, employees, attorneys, accountants, agents or advisors shall be redacted in respect of provisions therein relating to pricing, fees and other economic terms of the Credit Facilities), (b) in any legal, judicial or administrative proceeding or as otherwise required by any applicable law or regulation or as requested by a governmental authority (in which case you agree, to the extent permitted by law or regulation, to inform

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us promptly in advance thereof), (c) this Commitment Letter and the existence and contents hereof (but not the Fee Letter or the contents thereof other than the existence thereof and the contents thereof as part of projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials, funds flow memoranda or in any other required public filings related to the Transaction) may be disclosed in any syndication or other marketing material in connection with the Credit Facilities or in connection with any public filing requirement or in a funds flow memoranda, (d) the Term Sheets may be disclosed to potential Lenders, (e) the Term Sheets may be disclosed to any rating agency in connection with obtaining ratings for the Borrower and/or the Credit Facilities, (f) to the extent any such information becomes publicly available other than by reason of disclosure by you or your affiliates in violation of this paragraph and (g) in connection with the enforcement of rights or remedies hereunder or under the Fee Letter or the Facilities Documentation or in connection with any suit, action or proceeding relating to this Commitment Letter, the Fee Letter, the Facilities Documentation or the transactions contemplated hereby or thereby.

The Commitment Party agrees, on behalf of itself and its affiliates and Related Parties to use all information delivered to the Commitment Party or its affiliates by you or the Target or your or its respective affiliates and representatives in connection with the Acquisition and the related transactions solely for the purposes of providing the services that are the subject of this Commitment Letter and to treat confidentially all such information; provided, however, that nothing herein shall prevent the Commitment Party from disclosing any such information (a) to rating agencies, (b) to any Lenders or participants or prospective Lenders or participants, (c) in any legal, judicial, administrative proceeding or other compulsory process or as required by applicable law or regulations (in which case the Commitment Party shall promptly notify you, in advance, to the extent permitted by law), (d) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Party or its affiliates (in which case such Commitment Party shall, except with respect to any ordinary course audit or examination conducted by accountants or any regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent permitted by law), (e) to the employees, legal counsel, independent auditors, professionals and other experts or agents of the Commitment Party (collectively, “Representatives”) who are informed of the confidential nature of such information and are obligated to or otherwise agree to keep information of this type confidential to terms no less restrictive than those contained herein, (f) to any of its respective affiliates (provided that any such affiliate is advised of its obligation to retain such information as confidential, and the Commitment Party shall be responsible for its affiliates’ compliance with this paragraph) solely in connection with the Acquisition and any related transactions, (g) to the extent that such information is received by the Commitment Party from a third party that is not, to the Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you with respect to such information, (h) to the extent that such information is independently developed by the Commitment Party or any of its affiliates, (i) to the extent any such information becomes publicly available other than by reason of disclosure by the Commitment Party, its affiliates or Representatives in breach of this Commitment Letter, and (j) for purposes of establishing a “due diligence” defense. Notwithstanding anything contained herein or in any Facilities Documentation to the contrary, no such disclosure shall be made to any Disqualified Institution. The provisions of this paragraph shall automatically terminate one year following the date of this Commitment Letter; provided that, if the Closing Date occurs, these provisions shall terminate on the Closing Date, and this Commitment Letter shall be subject to the confidentiality provisions of the Facilities Documentation.

This Commitment Letter shall not be assignable by any party hereto without the prior written consent of the Commitment Party or you, as applicable (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in

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favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein; provided that you may assign this Commitment Letter on the Closing Date to one or more of your affiliates that is a newly formed domestic “shell” company controlled, directly or indirectly, by you to effect the consummation of the Acquisition. Subject to the limitations set forth in this Commitment Letter, the Commitment Party reserves the right to employ the services of its affiliates in providing services contemplated hereby and to allocate, in whole or in part, to its affiliates certain fees payable to the Commitment Party in such manner as the Commitment Party and its affiliates may agree in their sole discretion. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and the Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us and you with respect to the Credit Facilities and set forth the entire understanding of the parties with respect thereto. This Commitment Letter and any claim or controversy arising hereunder or related hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York; provided that (i) the determination of the accuracy of any Specified Merger Agreement Representation and whether as a result of the inaccuracy thereof you (or your affiliate) have the right to terminate your (or its) obligations under the Merger Agreement, or decline to consummate the transactions contemplated by the Merger Agreement, (ii) the interpretation of the definition of “Material Adverse Effect” (as defined in the Merger Agreement) and whether a “Material Adverse Effect” (as defined in the Merger Agreement) has occurred and (iii) the determination of whether the Acquisition has been consummated in accordance with the terms of the Merger Agreement shall, in each case, be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of the State of Delaware or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the laws of the State of Delaware (the “Merger Agreement Governing Law” and the matters referred to in clauses (i) through (iii) of this proviso, the “Merger Agreement Related Matters”).

You and we (and, to the extent the benefits herein are accepted by such persons and entities, each other indemnified person) hereby irrevocably and unconditionally submits, for itself and its property to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan) and any appellate court of the foregoing over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated hereby, this Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder or for recognition or enforcement of any judgment and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state or, to the extent permitted by law, in such federal court and (b) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us at the applicable address above shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive, to the fullest extent you and we may legally and effectively do so, any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. YOU AND WE (AND, TO THE EXTENT THE BENEFITS HEREIN ARE ACCEPTED BY SUCH PERSONS AND ENTITIES, EACH OTHER INDEMNIFIED PERSON) HEREBY IRREVOCABLY AGREE TO WAIVE TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE TRANSACTIONS, THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

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The Commitment Party hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow such Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation, as applicable, and is effective for the Commitment Party and each Lender.

The indemnification, fee, expense, jurisdiction, waiver of jury trial, services of process, governing law, syndication and confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof (including as to the provision of information and representations with respect thereto), which shall terminate on the later of (x) the Closing Date and (y) the Syndication Date and (b) confidentiality, which shall terminate as set forth herein) shall automatically terminate and be superseded by the provisions of the Facilities Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us (or our legal counsel) executed counterparts of this Commitment Letter and the Fee Letter not later than 11:59 p.m., New York City time, on November 29, 2018. This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. If you do so execute and deliver to us (or our legal counsel) this Commitment Letter and the Fee Letter at or prior to such time, we agree to hold our commitment to provide the Credit Facilities and our other undertakings in connection therewith available for you until the Expiration Date (as defined below), and, in the event that the initial borrowing under the Credit Facilities does not occur on or before the Expiration Date (other than as a result of the breach of the funding obligations or other material obligations of any Commitment Party or its Related Parties hereunder or under the Facilities Documentation), then this Commitment Letter and the commitments hereunder shall automatically terminate unless we shall, in our discretion, agree to an extension. “Expiration Date” means the earliest of (i) 11:59 p.m., New York City time, on March 4, 2019, (ii) the closing of the Acquisition without the use of the Credit Facilities and (iii) the valid termination of the Merger Agreement prior to the closing of the Acquisition.

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

Commitment Letter Signature Page

Accepted and agreed to as of the date first written above:

Commitment Letter Signature Page

EXHIBIT A

PROJECT SUPERNOVA

TRANSACTION SUMMARY

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached and in Exhibits B and C thereto.

The Borrower will acquire (the “Acquisition”), directly or indirectly, the outstanding equity interests of the Target pursuant to an Agreement and Plan of Merger (together with all exhibits, schedules and disclosure letters thereto, the “Merger Agreement”) dated as of November 26, 2018 among the Target, the Borrower, Supernova Acquisition Corp., a Delaware corporation (“AcquisitionCo”) and a direct or indirect wholly-owned subsidiary of the Borrower, and the seller representative referred to therein, pursuant to which, on the Closing Date, AcquisitionCo will merge with and into the Target, with the Target being the surviving corporation and a direct or indirect wholly-owned subsidiary of the Borrower. In connection therewith, it is intended that:

(a)    the Borrower will obtain senior secured credit facilities (the “Credit Facilities”) in an aggregate amount of $200.0 million comprised of (i) a $125.0 million term loan facility, and (ii) a $75.0 million revolving credit facility, each as described in Exhibit B; and

(b)    the proceeds of the Credit Facilities on the Closing Date will be applied (i) to pay the cash consideration for the Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions (such fees and expenses, the “Transaction Costs”).

The transactions described above are collectively referred to herein as the “Transactions”. For purposes of this Commitment Letter and the Fee Letter, “Closing Date” shall mean the date of the satisfaction or waiver of the Exclusive Funding Conditions and the initial funding of the Credit Facilities.

EXHIBIT B

PROJECT SUPERNOVA

$200.0 Million

Credit Facilities

Summary of Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the Credit Facilities. Capitalized terms used but not defined in this Exhibit B shall have the meanings set forth in the Commitment Letter to which this Exhibit B is attached and in Exhibits A and C attached thereto.

1. PARTIES

2. TYPES AND AMOUNTS OF CREDIT FACILITIES

A. Term Loan Facility

B-2

B. Revolving Facility:

B-3

B-4

B-5

3. CERTAIN PAYMENT PROVISIONS

B-6

B-7

B-8

B-9

B-10

B-11

B-12

B-13

B-14

B-15

Annex I to Exhibit B

INTEREST AND CERTAIN FEES

B-I-2

B-I-3

Pricing Grid

B-I-4

Annex II to Exhibit B

Consolidated Adjusted EBITDA

Consolidated Adjusted EBITDA will be calculated in a manner to be agreed but, in any event, will include add-backs for the following:

B-II-2

EXHIBIT C

PROJECT SUPERNOVA

Conditions

The availability of the Credit Facilities shall be subject solely to the satisfaction (or waiver by the Commitment Party) of the following conditions (in each case, subject to the Limited Conditionality Provisions) (collectively, the “Exclusive Funding Conditions”). Capitalized terms used but not defined in this Exhibit C shall have the meanings set forth in the Commitment Letter to which this Exhibit C is attached and in Exhibits A and B thereto.

1.    The Loan Parties shall have executed and delivered the Facilities Documentation on terms consistent with the Commitment Letter (including the Limited Conditionality Provisions) and otherwise reasonably satisfactory to both the Loan Parties and the Commitment Party, and the Commitment Party shall have received:

2.    Since the date of the Merger Agreement, there shall not have occurred, or be continuing, a Material Adverse Effect (as defined in the Merger Agreement).

3.    The Acquisition shall be consummated in all material respects in accordance with the terms of the Merger Agreement substantially concurrently with the initial funding of the Credit Facilities, without giving effect to any amendments, consents, waivers or other modifications thereto that are materially adverse to the Lenders or the Lead Arranger without the prior written consent of the Commitment Party (such consent not to be unreasonably withheld, delayed, denied or conditioned) (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Lenders or the Lead Arranger so long as such reduction is less than 10% of the total amount thereof and (b) any increase in purchase price shall be deemed to not be materially adverse to the Lenders or the Lead Arranger so long as such increase is funded solely by cash on hand (including as a result of drawings under the Revolving Facility in an amount not to exceed $50.0 million) (it being understood and agreed that no purchase price, working capital adjustment or similar adjustment provisions set forth in the Merger Agreement shall constitute a reduction or increase in the purchase price).

4.    The Specified Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects.

5.    The Commitment Party shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (i) the Borrower and its subsidiaries for the fiscal years ending December 31, 2015, December 31, 2016 and December 31, 2017 and (ii) the Target and its subsidiaries for the fiscal years ending March 31, 2016, March 31, 2017 and March 31, 2018, and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (i) the Borrower and its subsidiaries, for each subsequent fiscal quarter ended after December 31, 2017 and at least 45 days before the Closing Date (other than the fourth fiscal quarter of any year) and (ii) the Target and its subsidiaries, for each subsequent fiscal quarter ended after March 31, 2017 and at least 45 days before the Closing Date (other than the fourth fiscal quarter of any year); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements as to the Borrower and its subsidiaries. The Commitment Party hereby acknowledges that it has received (x) the financial statements referred to in clause (a) of this paragraph, (y) the financial statements referred to in clauses (b)(i) for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, and (z) the financial statements referred to in clauses (b)(ii) for the fiscal quarters ended June 30, 2018 and September 30, 2018.

6.    The Administrative Agent shall have received, at least 3 days prior to the Closing Date, all documentation and other information about the Loan Parties as has been reasonably requested in writing at least 10 business days prior to the Closing Date by the Administrative Agent or the Lead Arranger that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation. The Commitment Party hereby acknowledges this condition has been satisfied as of the date hereof in respect of the Loan Parties in existence as of the date hereof.

7.    All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable and documented out-of-pocket expenses required to be reimbursed on the Closing Date pursuant to the Commitment Letter, to the extent invoiced at least three business days prior to the Closing Date, shall have been paid or shall have been authorized to be deducted from the proceeds of the initial fundings under the Credit Facilities.

8.    Subject to the Limited Conditionality Provision, all documents and instruments necessary to create and perfect a first priority security interest (subject to liens permitted under the Facilities Documentation) in the Collateral under the Credit Facilities shall have been delivered by the Loan Parties to the extent required to be delivered by the Loan Parties on the Closing Date.

9.    The Closing Date shall not occur prior to January 3, 2019.

C-2

EXHIBIT D

Form of Solvency Certificate

Date: [                    ]

Reference is made to Credit Agreement, dated as of the date hereof (“Credit Agreement”), among the Borrower, the banks and other financial institutions from time to time parties thereto as lenders, JPMorgan, as administrative agent, and the other agents party thereto.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. This certificate is furnished pursuant to Section [    ] of the Credit Agreement.

Solely in my capacity as a Responsible Officer of the Borrower and not individually (and without personal liability), I hereby certify, that as of the date hereof, after giving pro forma effect to the consummation of the Transactions:

For purposes of this Certificate, (i) “debt” means liability on a “claim,” (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) 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 would reasonably be expected to become an actual or matured liability in the ordinary course of business.

IN WITNESS WHEREOF, I have executed this Certificate this as of the date first written above.

D-2