Commitment Letter, dated as of February 26, 2023, by an among LKQ Corporation, Bank of America, N.A., BofA Securities, Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC

    LKQ Corporation, a Delaware corporation (“you” or the “Borrower”), has advised, Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (together with any of its designated affiliates, “BAS”), Wells Fargo Bank, National Association (“WF Bank”) and Wells Fargo Securities, LLC (“WF Securities”, and together with Bank of America, BAS and WF Bank, “we”, “us” or the “Commitment Parties”) that it intends to acquire (the “Acquisition”), directly or indirectly, all of the outstanding common stock of a company previously identified by you to us as “Rainbow” (the “Target”). The Acquisition will be consummated pursuant to an Arrangement Agreement by and among you, 9485-4692 Québec Inc., a corporation existing under the laws of the Province of Quebec and a wholly-owned Subsidiary of the Borrower (“Purchaser”) and the Target dated as of the date of this letter (the “Arrangement Agreement”). The Acquisition will be effected through the purchase by Purchaser of all of the outstanding capital stock of Target, who will thereafter be your direct or indirect wholly-owned subsidiary. You have also advised the Commitment Parties that in connection with the Acquisition you intend to obtain the 364-day unsecured bridge term loan facility (the “Bridge Facility”) described in this Commitment Letter (as defined below) in an aggregate principal amount equal to $2.1 billion (as such amount may be reduced as set forth in the section under the heading “Mandatory Prepayments” in the Summary of Terms and Conditions attached as Exhibit A hereto and incorporated herein by reference (the “Summary of Terms” or “Term Sheet”), and the Summary of Terms, together with this letter and the other exhibits and schedules hereto, the “Commitment Letter”). All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Summary of Terms.

1.    Commitments. In connection with the foregoing, (i) Bank of America hereby commits, on a several and not joint basis, to provide 50% of the principal amount of the Bridge Facility to the Borrower and WF Bank hereby commits, on a several and not joint basis, to provide 50% of the principal amount of the Bridge Facility to the Borrower (each of Bank of America and WF Bank, in such capacity, an “Initial Lender”), (ii) WF Bank hereby commits to act as the sole administrative agent (in such capacity, the Administrative Agent”) for the Bridge Facility, and (iii) each of Bank of America and WF Securities hereby commits to act as syndication agent for the Bridge Facility, all upon the terms set forth in this Commitment Letter and in the Fee Letter (as hereinafter defined) and subject solely to the Funding Conditions (as hereinafter defined). Each of BAS and WF Securities is pleased to advise you of its willingness to act as, and you hereby agree to engage BAS and WF Securities as, lead arrangers and bookrunners (in such capacities, the “Lead Arrangers”) for the Bridge Facility and in connection therewith each of the Lead Arrangers shall use its commercially reasonable efforts to form a syndicate of banks and financial institutions (including the Initial Lenders) (collectively, the “Lenders”) in accordance

with Section 3 hereof. For purposes of this Commitment Letter and the Fee Letter, (i) “Effective Date” shall mean the date of effectiveness of the Loan Documentation (as hereinafter defined) in accordance with the terms set forth under the heading “Conditions Precedent to Effectiveness” in the Term Sheet and (ii) “Funding Date” shall mean the date on which the Funding Conditions are satisfied or waived, which shall be not more than one day prior to the date that the Target files the Articles of Arrangement (as defined in the Arrangement Agreement) with the Enterprise Registrar (as defined in the Arrangement Agreement). WF Bank will act as sole Administrative Agent for the Bridge Facility. No additional agents, co-agents, arrangers or bookrunners will be appointed and no other titles will be awarded unless you and we shall so agree in writing; provided that you may award agent or co-agent, but not lead arranger or bookrunner, titles in a manner that is expressly contemplated by the “syndication plan” agreed to by you and us in writing prior to the date hereof, with any changes that you request after the date hereof, subject to the Lead Arrangers’ consent to such changes (not to be unreasonably withheld, conditioned or delayed) (the “Syndication Plan”), or to any other institution that assumes a level of commitments in respect of the Bridge Facility that are commensurate with those contemplated by the Syndication Plan for other lenders with that title. It is understood and agreed that BAS will have the left and highest placement on any information memoranda and other marketing materials relating to the Bridge Facility, and shall hold the role and responsibilities conventionally associated with such placement and WF Securities will be listed immediately to the right of BAS.

In addition, each of BAS and WF Securities is pleased to advise you of its willingness to act as, and you hereby agree to engage BAS and WF Securities as, lead arrangers and bookrunners in connection with any term loan or other bank facility provided to you or any of your subsidiaries in each case the proceeds of which are used to finance the Acquisition or to refinance or replace the Bridge Facility or any other interim financing entered into in connection with the Acquisition.

    2.    Conditions to Financing. Notwithstanding anything in this Commitment Letter, the Fee Letter, the definitive documentation for the Bridge Facility (the “Loan Documentation”) or any other agreement or other undertaking concerning the Transactions (as defined in the Summary of Terms) to the contrary, the only conditions (express or implied) to the availability and funding of the Bridge Facility on the Funding Date are as follows (such conditions, the “Funding Conditions”):     

    (a)     Since the date of the Arrangement Agreement, there shall not have occurred any changes, events, occurrences, effects, state of facts or circumstances that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect, as defined in the Arrangement Agreement as in effect on the date hereof;

    (b)     the execution and delivery of the Loan Documentation by the parties thereto, on terms consistent with the Commitment Letter and subject to the Certain Funds Provision; and

    (c)    the satisfaction (or waiver) of the other conditions precedent to the Funding Date expressly set forth in Exhibit B hereto.

    Notwithstanding anything in this Commitment Letter, the Fee Letter, the Loan Documentation or any other agreement or other undertaking concerning the Transactions to the contrary, (i) the only conditions (express or implied) to the availability and funding of the Bridge Facility on the Funding Date are the Funding Conditions, (ii) the only representations and warranties the accuracy of which shall be a condition to the availability of the Bridge Facility on the Funding Date shall be the Specified Representations (defined below) to the extent constituting Funding Conditions, (iii) the terms of the Loan Documentation shall be in a form such that they do not impair availability of the Bridge Facility on the Funding Date if the Funding Conditions are satisfied (or waived), and (iv) following satisfaction (or waiver) of the Funding Conditions and the funding to the Bridge Facility on the Funding Date, there shall be no conditions to the use of the proceeds of the Bridge Facility for the purposes contemplated by the Term Sheet on the Closing Date. For purposes hereof, “Specified Representations” means (a) such of the representations and warranties made by the Target with respect to the Target and its subsidiaries in the Arrangement Agreement that are material to the interests of the Lenders, but only to the extent that you (or your subsidiary or affiliate) have the right to terminate your (or its) obligations under the Arrangement Agreement, or decline to consummate the Acquisition, as a result of a breach of such representations and warranties in the Arrangement Agreement (the “Specified Arrangement Agreement Representations”)

and (b) the representations and warranties of the Borrower and the Guarantors in the Loan Documentation relating to (1) corporate or other organizational existence of the Borrower and the Guarantors, (2) corporate power and authority of the Borrower and the Guarantors to enter into the Loan Documentation, (3) the enforceability of the Loan Documentation against the Borrower and the Guarantors, (4) due authorization, execution and delivery by the Borrower and the Guarantors of the Loan Documentation, (5) the execution and delivery of the Loan Documentation does not conflict with (i) the organizational documents of the Borrower and the Guarantors or (ii) any agreement or instrument evidencing indebtedness for borrowed money of the Borrower in a principal or committed amount in excess of $250,000,000 (determined after giving effect to the Transactions), (6) Federal Reserve margin regulations, (7) Investment Company Act status, (8) use of proceeds does not violate sanctions (including OFAC) and anti-corruption laws (including FCPA), (9) the PATRIOT Act and (10) absence of an event of default under the Loan Documentation arising from (x) the bankruptcy of the Borrower or (y) the non-payment of any fees due and payable under the Loan Documentation (the “Specified Credit Agreement Representations”). This paragraph shall be known as the “Certain Funds Provision.”

    3.    Syndication. The Lead Arrangers reserve the right, prior to or after the Funding Date, to syndicate all or a portion of the Initial Lenders’ commitments hereunder with respect to the Bridge Facility to one or more prospective Lenders; provided that the selection of Lenders and the allocations of the commitments among such Lenders shall be subject to your consent (such consent, during the period commencing on or after 60 days after the date hereof, not to be unreasonably withheld, conditioned or delayed) (it being agreed that you consent (x) to syndication and assignment of the commitments in respect of the Bridge Facility to lenders party to the Existing Credit Agreement (as defined below) as of the date hereof or as contemplated in the Syndication Plan (with any changes that you request after the date hereof, subject to the Lead Arrangers’ consent to such changes (not to be unreasonably withheld, conditioned or delayed)) and (y) to allocations of the commitments to such Lenders described in the foregoing clause (x) (“Approved Lenders”) as set forth in the Syndication Plan or, after the date that is 60 days after the date hereof, to allocations to Approved Lenders as otherwise determined by the Arrangers in consultation with you; provided that notwithstanding the right of the Lead Arrangers to syndicate the Bridge Facility and receive commitments with respect thereto, the Initial Lenders shall not be relieved, released or novated from its obligations hereunder (including its obligation to fund the entire amount of the Bridge Facility pursuant to its commitment hereunder on the Funding Date) in connection with any syndication, assignment or participation of the Bridge Facility, prior to the funding of the entire amount (or such lesser amount as is requested by the Borrower in writing) of the Bridge Facility on the Funding Date, except pursuant to (a) the Loan Documentation, to the extent of the commitments of the Lenders party thereto that are Approved Lenders, in which case the commitments of the Initial Lenders hereunder will be reduced dollar-for-dollar by the commitments of such Approved Lenders, on a ratable basis as among the Initial Lenders, or (b) a customary joinder or amendment to, or amendment or restatement of, this Commitment Letter executed by you and us (any such joinder, amendment or amendment and restatement, a “Joinder”) pursuant to which the Approved Lenders agree to become party to this Commitment Letter and to extend commitments directly to you on the terms set forth herein (in which case the commitments of the Initial Lenders hereunder will be reduced dollar-for-dollar by the commitments of such Approved Lenders, on a ratable basis as among the Initial Lenders), and which Joinder, for the avoidance of doubt, shall not add any conditions to the availability of the Bridge Facility or modify the Commitment Letter in any manner other than technical modifications necessary to effectuate the addition of such Approved Lenders; provided further that the parties hereto shall cooperate in good faith to execute and deliver such a Joinder promptly upon all of the Approved Lenders being identified in accordance with the terms hereof and agreeing to enter such a Joinder.

    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 Bridge Facility and the successful completion of syndication of the Bridge Facility shall not constitute a condition to the availability of the Bridge Facility on the Funding Date. The Lead Arrangers intend to commence syndication of the Bridge Facility promptly upon your acceptance of this Commitment Letter and the Fee Letter. Until the earlier of (i) the date upon which a Successful Syndication (as defined in the Fee Letter) is achieved and (ii) the 60th day following the Funding Date (the “Syndication Date”), you agree to actively assist the Lead Arrangers in achieving a syndication of the Bridge Facility that is reasonably satisfactory to the Lead Arrangers and you (subject to the procedures and your rights set forth in the first paragraph of Section 3 hereof). Such assistance shall

include your (a) assisting in the preparation of confidential information memoranda and other customary marketing materials to be used in connection with the syndication of the Bridge Facility (collectively with the Summary of Terms, the “Information Materials”), (b) using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your existing banking relationships, (c) your using commercially reasonable efforts to obtain as promptly as reasonably practicable after the date hereof, giving effect to the Transactions, Public Debt Ratings (as defined in the Summary of Terms) from two of Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Financial Services LLC (“S&P”) or Fitch Ratings, Inc. (“Fitch”) and (d) making your officers and certain advisors available to attend and make presentations regarding the business and prospects of the Borrower and its subsidiaries, at one telephonic meeting of prospective Lenders (or, if otherwise deemed reasonably necessary by the Lead Arrangers, one or more telephonic meetings of prospective Lenders), at a time to be mutually agreed.

    You further agree that, until the occurrence of the Syndication Date, you and your subsidiaries will not (and you will use commercially reasonable efforts (to the extent consistent with the Arrangement Agreement) to ensure that the Target and its subsidiaries will not) incur, issue, announce, offer, place or arrange any syndicated credit facility for the Borrower, the Target or their respective subsidiaries, in each case that would reasonably be expected to materially impair the primary syndication of the Bridge Facility (with it being understood that (i) the Term Loan Facility (as defined in the Summary of Terms), (ii) the issuance of the Senior Notes (as defined in the Summary of Terms), (iii) drawings under the Credit Agreement, dated as of January 5, 2023, among the Borrower, the subsidiary borrowers party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties from time to time party thereto (as amended, restated, amended and restated, waived, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), any amendment, restatement, amendment and restatement, supplement or other modification to the Existing Credit Agreement or any refinancing or replacement thereof that does not increase the aggregate committed amount to an amount greater than the aggregate committed amount as of the date hereof plus any Incremental Amount (as defined in the Existing Credit Agreement), (iv) ordinary course equipment financings and capital leases, (v) borrowings under ordinary course working capital, letter of credit or overdraft facilities, (vi) ordinary course supply chain financings, (vii) other debt in an amount not to exceed $100,000,000 in the aggregate, (viii) any indebtedness of the Target and its subsidiaries not prohibited from being incurred or remaining outstanding under the Arrangement Agreement (including after giving effect to any consent by you or any of your affiliates to any such incurrence after the date hereof that requires your or any of your affiliates’ consent pursuant to the terms of the Arrangement Agreement) and (ix) any other financing agreed to by the Lead Arrangers, in each case of the foregoing clauses (i) through (ix), will not be deemed to materially impair the primary syndication of the Bridge Facility).

    Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, (A) you will not be required to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation or any confidentiality obligation binding on you, the Target and/or any of your or their respective affiliates; provided that you shall use commercially reasonable efforts (with respect to any such obligation binding on the Target or its affiliates, to the extent consistent with the Arrangement Agreement) to obtain the relevant consents under such obligations of confidentiality to permit the provision of such information and, to the extent practicable and not prohibited by applicable law, rule or regulation, shall notify us of the information that is not being provided on the basis of such confidentiality obligations and (B) the financial statements required by Exhibit B hereto are the only financial statements that will be required in connection with the syndication of the Bridge Facility.

    It is understood and agreed that the Lead Arrangers will manage all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Approved Lenders and any titles offered to proposed Approved Lenders, when commitments will be accepted and the final allocations of the commitments among the Approved Lenders; provided that the selection of Approved Lenders and the allocations of the commitments among Approved Lenders shall be subject to the procedures and your rights set forth in the first paragraph of Section 3 hereof. It is understood that no Lender participating in the Bridge Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Summary of Terms and in the Fee Letter.

    4.     Information. You represent and warrant that (in each case, to your knowledge with respect to the Target and its subsidiaries) (a) all financial projections concerning the Borrower and its subsidiaries that have been or are hereafter made available to the Commitment Parties by you or by any of your representatives (on your behalf) in connection with the Transactions (the “Projections”) have been or will be prepared in good faith based upon assumptions that you believed to be reasonable at the time made (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, the Projections, by their nature, are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved, and that actual results during the period or periods covered by such Projections may differ from projected results and such differences may be material) and (b) all written information, other than Projections and information of a general industry nature, which has been or is hereafter made available to the Commitment Parties by you or by any of your representatives (on your behalf) in connection with the Transactions (the “Information”), taken as a whole, is or will be (as of the date made available) correct in all material respects and does not or will not (as of the date made available) contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto from time to time). If at any time from the date hereof until the later of the Funding Date and the Syndication Date, any of the representations and warranties contained in the foregoing sentence would not be correct in any material respect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then you agree to (in the case of information about the Target and its subsidiaries, use commercially reasonable efforts to the extent consistent with the Arrangement Agreement to) promptly supplement, or cause to be supplemented, the Information or Projections from time to time so that the representations and warranties contained in this paragraph remain correct in all material respects under those circumstances. In issuing this commitment and in arranging and syndicating the Bridge Facility, the Commitment Parties are and will be using and relying on the Information without independent verification thereof and do not assume responsibility for the accuracy or completeness of the Information. Without limiting your obligations under this paragraph, it is understood that the Initial Lenders’ commitments with respect to the Bridge Facility hereunder are not conditioned upon the accuracy of, or your compliance with, the representations, warranties and covenants in this paragraph. Notwithstanding the foregoing or anything to the contrary herein, nothing in this Commitment Letter or the definitive Loan Documents shall require you to deliver Projections to us covering more than three years from the date hereof.

    You acknowledge that the Commitment Parties on your behalf will make available Information Materials to the proposed syndicate of Lenders by posting the Information Materials on Syndtrak, IntraLinks or another similar electronic system. In connection with the syndication of the Bridge Facility, unless the parties hereto otherwise agree in writing, you shall be under no obligation to provide Information Materials suitable for distribution to any prospective Lender (each, a “Public Lender”) that has personnel who do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower or its affiliates, the Target or its affiliates, or the respective securities of any of the foregoing. Prior to distribution of Information Materials to prospective Lenders, you shall provide us with a customary letter authorizing the dissemination thereof, subject to confidentiality undertakings satisfactory to you (it being understood and agreed that (i) customary procedures employed by us for providing prospective Lenders access via Syndtrak (or another similar electronic system) to information and other materials related to the Bridge Facility and the confidentiality terms to be accepted by prospective Lenders in connection therewith are satisfactory to you for such purpose provided that such confidentiality terms are no less favorable to you than those contained herein and (ii) and the Information Materials shall exculpate us, you, the Target and our, your and the Target’s respective affiliates with respect to any liability related to the use of the contents of the Information Materials or related syndication and marketing materials by the recipients thereof).

    5.    Fees, Expenses, Indemnities and Limitation of Liability. You agree to pay, or cause to be paid, the fees set forth in the separate fee letter relating to this Commitment Letter addressed to you dated the date hereof (the “Fee Letter”). In addition, by executing this Commitment Letter, you agree, whether or not the Funding Date occurs, to reimburse the Commitment Parties from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (in the case of fees,

disbursements and other charges of counsel, limited to the reasonable and documented fees, disbursements and other charges of one U.S. counsel and one Canadian counsel to the Commitment Parties (taken together) and, if reasonably necessary, of one additional local counsel in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction)) incurred in connection with the Bridge Facility, the syndication thereof and the preparation of the Loan Documentation (the “Expenses”). You acknowledge that we may receive a benefit, including without limitation, a 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.

    You agree to indemnify and hold harmless each of the Commitment Parties and each of their respective affiliates and controlling persons, successors and assigns and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (in the case of fees, disbursements and charges of counsel, limited to the reasonable and documented fees, disbursements and other charges of one U.S. counsel and one Canadian counsel to all Indemnified Parties, taken together (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) for all affected Indemnified Parties taken together)) that may be incurred by or awarded against any Indemnified Party, in each case arising out of or in connection with (a) this Commitment Letter, the Fee Letter, the Arrangement Agreement or any Transaction or (b) the Bridge Facility, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party’s or any of its Related Persons’ (as defined below) bad faith, gross negligence or willful misconduct, (ii) the material breach by such Indemnified Party or any of its Related Persons of its obligations under this Commitment Letter or (iii) any dispute solely among Indemnified Parties (not arising as a result of any act or omission by you or any of your affiliates) other than claims against an Indemnified Party in its capacity or as a result of fulfilling its role as an agent, bookrunner, arranger or any other similar role under the Bridge Facility. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors, the Target, its subsidiaries or any other third party or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

    You also agree that each of the Commitment Parties and each of their respective affiliates and controlling persons, successors and assigns and their respective officers, directors, employees, agents and advisors (each, a “Released Party”) shall have no liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries pursuant hereto, except to the extent of your and their direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (i) such Released Party’s or any of its Related Persons’ bad faith, gross negligence or willful misconduct or (ii) the material breach by such Released Party or any of its Related Persons of its obligations under this Commitment Letter. Notwithstanding any other provision of this Commitment Letter, no Released Party 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 resulting from (i) such Released Party’s or any of its Related Persons’ bad faith, gross negligence or willful misconduct or (ii) the material breach by such Released Party or any of its Related Persons of its obligations under this Commitment Letter, in each case as determined by a final and nonappealable judgment of a court of competent jurisdiction. You shall not be liable to us or any Released Party for any special, indirect, consequential or punitive damages in connection with the Commitment Letter, the Fee Letter, the Bridge Facility, the use of the proceeds thereof, the Transactions or any related transaction; provided that this sentence shall not limit your indemnification obligations as set forth in the immediately preceding paragraph.

    For purposes hereof, a “Related Person” of an Indemnified Party or Released Party, as applicable, means (a) any controlling person, controlled affiliate or subsidiary of such Indemnified Party

or Released Party, as applicable, (b) the respective directors, officers or employees of such Indemnified Party or Released Party, as applicable, or any of its subsidiaries, controlled affiliates or controlling persons and (c) the respective agents and advisors of such Indemnified Party or Released Party, as applicable, or any of its subsidiaries, controlled affiliates or controlling persons.

    6.    Confidentiality, Other Obligations, Miscellaneous. This Commitment Letter and the Fee Letter and the contents hereof and thereof are confidential and may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you may (i) disclose this Commitment Letter and the Fee Letter as may be compelled in a judicial or administrative proceeding or as otherwise required by law or requested by a governmental authority (in which case you agree to the extent permitted under applicable law to inform us promptly thereof), (ii) disclose this Commitment Letter and the Fee Letter to your and your affiliates’ respective officers, directors, employees, stockholders, partners, members, accountants, attorneys, agents and advisors who are directly involved in the consideration of this matter on a confidential basis, (iii) disclose this Commitment Letter but not the Fee Letter after your acceptance of this Commitment Letter and the Fee Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, (iv) disclose this Commitment Letter but not the Fee Letter to the Target and its officers, directors, accountants, attorneys and other professional advisors on a confidential and need to know basis in connection with their consideration of the Transactions, (v) to the extent portions thereof have been redacted in a customary manner to be reasonably agreed by us, disclose the Fee Letter to the Target and, its officers, directors, accountants, attorneys and other professional advisors on a confidential and need to know basis, (vi) after your acceptance of this Commitment Letter and the Fee Letter, disclose the aggregate fees payable under the Fee Letter (but not the Fee Letter itself) in generic disclosure of aggregate sources and uses contained in any confidential information memorandum or other marketing materials relating to the Bridge Facility, (vii) disclose the Commitment Letter to any rating agency on a confidential basis, (viii) after your acceptance hereof, disclose this Commitment Letter (but not the Fee Letter) to potential Lenders in coordination with us as contemplated by Section 3 above, and (ix) disclose the Commitment Letter and the Fee Letter in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Fee Letter, or the transactions contemplated hereby or thereby or enforcement hereof and thereof; provided that the foregoing restrictions shall cease to apply in respect of the existence and contents of this Commitment Letter (but not in respect of the Fee Letter and its fees and substance) on the date that is two years following the termination of this Commitment Letter in accordance with its terms. Notwithstanding anything herein to the contrary, you are authorized to disclose, without limitation of any kind, to any person the “tax treatment” and “tax structure” (as such terms are defined in Treasury Regulations Section 1.6011-4(c)) of the transactions contemplated hereby and all materials of any kind (including tax opinions and other tax analyses) provided to you relating to such treatment and structure. 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 “Act”) and the requirements of 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”), each of us is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow us to identify you in accordance with the Act and the Beneficial Ownership Regulation.

    You acknowledge that the Commitment Parties or their affiliates may be providing financing or other services to parties whose interests may conflict with yours. The Commitment Parties agree that they will not furnish confidential information obtained from you to any of their other customers and that they will treat confidential information relating to you and your affiliates with the same degree of care as they treat their own confidential information. The Commitment Parties further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer.

    In connection with all aspects of each transaction contemplated by this Commitment Letter and the Fee Letter, you acknowledge and agree, and acknowledge your subsidiaries’ understanding, that: (a) (i) the arranging, assistance in structuring and other services described herein regarding the Bridge Facility are arm’s-length commercial transactions between you and your subsidiaries, on the one hand, and the Commitment Parties, on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the financing transactions

contemplated hereby; (b) each of the Commitment Parties has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity; and (c) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and neither Commitments Party has any obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

    In addition, please note that each of BAS and WF Securities were retained by the Borrower as its financial advisor (in such capacity, each, a “Financial Advisor”) in connection with the Acquisition. Each of the parties hereto agree not to assert any claim they might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of each Financial Advisor and, on the other hand, the relationship of each of BAS and WF Securities with the parties hereto as described and referred to herein and with respect to the other financing transactions in connection therewith.

    This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided that, notwithstanding the foregoing to the contrary, it is understood and agreed that any determinations as to (x) the accuracy of any representations and warranties made by or on behalf of the Target and its subsidiaries in the Arrangement Agreement and whether as a result of any inaccuracy thereof you (or your subsidiary or affiliate) have the right to terminate your (or its) obligations under the Arrangement Agreement, or decline to consummate the Acquisition, as a result of a breach of such representations and warranties in the Arrangement Agreement, (y) the determination of whether the Acquisition has been consummated in accordance with the terms of the Arrangement Agreement and (z) the interpretation of the definition of Material Adverse Effect and whether a Material Adverse Effect has occurred shall, in each case, be governed by, and construed in accordance with, the laws of the Province of Québec and the federal laws of Canada applicable therein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER, THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR THE ACTIONS OF THE COMMITMENT PARTIES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. With respect to any suit, action or proceeding arising in respect of this Commitment Letter, the Fee Letter, the transactions contemplated hereby and thereby or the actions of the Commitment Parties in the negotiation, performance or enforcement hereof, the parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court located in the Borough of Manhattan and irrevocably and unconditionally waive any objection to the laying of venue of such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding has been brought in an inconvenient forum The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to you or us will be effective service of process against such party for any action or proceeding relating to any such dispute. A final judgment in any such action or proceeding may be enforced in any other courts with jurisdiction over you or any Commitment Party.

    The provisions of Sections 3, 4, 5 and 6 shall remain in full force and effect regardless of whether Loan Documentation shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of the Commitment Parties hereunder; provided that (i) Sections 3 and 4 shall terminate upon the termination of this Commitment Letter if the Loan Documentation shall not have been entered into and (ii) the reimbursement and indemnification obligations under this Commitment Letter shall be automatically superseded by any corresponding provisions of the definitive Loan Documentation, to the extent covered thereby.

    The Commitment Parties shall use all information received by them in connection with the Transactions (“Confidential Information”) solely for the purposes of providing the services that are the subject of this Commitment Letter and agree to maintain the confidentiality of the Confidential Information and not to publish, disclose or otherwise divulge such information, except that Confidential Information may be disclosed (a) to their affiliates and their and their affiliates’ respective partners,

directors, officers, employees, trustees, advisors and agents (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority), in which case the Commitment Parties agree to the extent reasonably practicable and not prohibited by applicable law, rule, regulation or order, to inform you promptly of the disclosure thereof, (c) to the extent required by applicable laws, rules or regulations or by any subpoena or order or similar legal process (in which case the Commitment Parties agree to the extent not prohibited by applicable law, rule, regulation or order, to inform you promptly of the disclosure thereof), (d) in connection with performing the services described herein and consummating the transactions contemplated hereby, to any prospective Lender subject to the confidentiality agreements set forth in the Information Materials, (e) to potential counterparties to any swap or derivative transaction, subject to the confidentiality agreements set forth in the Information Materials or otherwise no less favorable to you than this paragraph, (f) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Fee Letter, the Bridge Facility or the enforcement of rights thereunder, (g) with the prior written consent of the Borrower, (h) in connection with obtaining CUSIP numbers, (i) to market data collectors and similar service providers to the lending industry or (j) to the extent such Confidential Information (x) becomes publicly available other than as a result of a breach of this paragraph or (y) becomes available to such Commitment Party from a source other than you (or your representatives) that is not, to the Commitment Party’s knowledge, subject to confidentiality or fiduciary obligations owing to you or any of your subsidiaries. Notwithstanding the foregoing, the Commitment Parties shall not be required to provide notice of any permitted disclosures made in connection with any regulatory review of any Commitment Party by any governmental agency or examiner or regulatory body with jurisdiction over any Commitment Party. The provisions of this paragraph shall automatically terminate upon the earlier of (i) the date that the Loan Documentation is entered into (at which time the confidentiality provisions therein shall govern) and (ii) two years following the date of this Commitment Letter.

    This Commitment Letter and the Fee Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page of this Commitment Letter and the Fee Letter by facsimile transmission or electronic transmission (in .pdf format) will be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter may be in the form of an Electronic Record (as defined herein) and may be executed using Electronic Signatures (as defined herein) (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by us of a manually signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention. “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

    This Commitment Letter (including the exhibits hereto) and the Fee Letter embody the entire agreement and understanding among the Commitment Parties, you and your affiliates with respect to the Bridge Facility and supersede all prior agreements and understandings relating to the specific matters hereof. Those matters that are not covered or made clear herein or in the Summary of Terms or the Fee Letter are subject to mutual agreement of the parties. No party has been authorized by any Commitment Party to make any oral or written statements that are inconsistent with this Commitment Letter. This Commitment Letter is intended to be solely for the benefit of the parties hereto and, to the extent expressly provided herein, the Indemnified Parties. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. This Commitment Letter shall not be assignable by any party hereto (except by us as expressly contemplated in Section 3 of this Commitment Letter, to the extent constituting an assignment pursuant to a Joinder executed by you and us) without the prior written consent of each other party hereto (and any such purported assignment, unless made in accordance with the provisions referred to in the prior parenthetical in this sentence, without such consent shall be null and void).

    Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance,

reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Loan Documents by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the Bridge Facility is subject only to the Funding Conditions and that nothing contained in this Commitment Letter obligates you or any of your affiliates to consummate the Acquisition or to draw down any portion of the Bridge Facility. In addition, the Borrower shall have the right to reduce the commitments hereunder in whole or in part on a ratable basis as among the Initial Lenders at any time and from time to time by the giving of notice in writing to the Lead Arrangers.

    This Commitment Letter and all commitments and undertakings of the Commitment Parties hereunder will expire at 11:59 p.m. New York City time on February 26, 2023 unless you execute this Commitment Letter and the Fee Letter and return them to us prior to that time, whereupon this Commitment Letter (including the Summary of Terms) and the Fee Letter (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, all commitments and undertakings of the Commitment Parties hereunder will expire on the earliest of (i) the “Outside Date” (as defined in the Arrangement Agreement as in effect on the date hereof, after giving effect to any extension thereof in accordance with the Arrangement Agreement as in effect on the date hereof), (ii) the consummation of the Acquisition without the use of the Bridge Facility, (iii) the date of the termination of the Arrangement Agreement by you in writing in accordance with its terms, (iv) the sole election of the Borrower (in its sole discretion) to terminate this Commitment Letter in writing to the Lead Arrangers and (v) the Effective Date.

We are pleased to have the opportunity to work with you in connection with this important financing.

Borrower:    LKQ Corporation, a Delaware corporation (the “Borrower”); provided that, the Borrower shall have the right to designate LKQ Delaware LLP, a Delaware limited liability partnership having two Alberta unlimited liability companies as its partners, as an additional Subsidiary Borrower (as defined in the Existing Credit Agreement) in a manner consistent with the Existing Credit Agreement.

Guarantors:    Same as the Existing Credit Agreement.

Transactions:    The Borrower intends to acquire a company previously identified by you to us as “Rainbow”, pursuant to the Arrangement Agreement, dated as of the date hereof (as amended, waived, supplemented or otherwise modified prior to the date hereof, the “Arrangement Agreement”), among the Borrower, 9485-4692 Québec Inc. (the “Purchaser”) and the Target for the aggregate cash consideration set forth in the Arrangement Agreement as in effect on the date hereof (“Acquisition Consideration”). In connection with the Acquisition, the Borrower intends to (i) obtain the Bridge Facility, (ii) repay all principal, interest and fees outstanding under the Target’s Second Amended and Restated Credit Agreement, dated as of December 6, 2021, as amended on August 15, 2022 and settle any conversion or repurchase obligations arising under the Target’s CAD $106 million aggregate principal amount of 6.0% Convertible Senior Subordinated Unsecured Debentures due 2026 (collectively, the “Refinancing”) and (iii) pay the fees, costs and expenses incurred in connection with the foregoing. It is anticipated that some or all of the Bridge Facility will be replaced on or prior to the Funding Date or refinanced after the Funding Date by one or more of the following: (i) the issuance of one or more series of senior unsecured notes by the Borrower through one or more public offerings or private placements (the “Senior Notes”) and/or (ii) the establishment of one or more senior unsecured term loan facilities (the “Term Loan Facility”).

    The transactions described in the foregoing paragraph are referred to herein collectively as the “Transactions”.

Administrative            Wells Fargo Bank, National Association shall act as sole administrative

Agent:    agent for the Lenders (in such capacity, the “Administrative Agent”).

Lead Arrangers        

And Bookrunners:    BofA Securities, Inc. (“BAS”) and Wells Fargo Securities, LLC (“WF Securities”) (or any of their respective affiliates) will act as lead arrangers and bookrunners for the Bridge Facility (the “Lead Arrangers”).

Syndication             

Agents:    Bank of America, N.A. and WF Securities shall act as syndication agents for the Bridge Facility.

Lenders:    A syndicate of banks and other financial institutions arranged by the Lead Arrangers in accordance with the Commitment Letter (collectively, the “Lenders”).

Facility:    A $2.1 billion 364-day senior unsecured bridge term loan facility (as such amount may be reduced as set forth in the section under the heading “Mandatory Prepayments” below) (the “Bridge Facility”). The Bridge Facility may be drawn in U.S. Dollars or, at the election of the Borrower, in an equivalent amount of Canadian Dollars, pursuant to borrowing and interest rate mechanics to be mutually agreed.

Purpose:    The proceeds of the Bridge Facility shall be used by the Borrower to (i) finance all or a portion of the Acquisition Consideration, (ii) consummate the Refinancing and (iii) pay fees, costs and expenses related to the Transactions.

Availability:    The Bridge Facility shall be available in a single drawing on the Funding Date.        

Interest Rates and fees:    As set forth in Schedule I.

Maturity:    The Bridge Facility will mature on the date that is 364 days after the Funding Date.

Amortization:        None.

Prepayments:    whole or in part and, if the Bridge Facility is paid in whole, terminate the Loan Documentation, at any time without premium or penalty, subject to reimbursement of the Lenders’ breakage and redeployment costs in the case of prepayment of SOFR borrowings.

Mandatory             The following amounts shall be applied to prepay the loans outstanding

Prepayments:            under the Bridge Facility within three (3) business days of receipt of

such amounts (and, prior to the Funding Date, the commitments under the Bridge Facility pursuant to the Commitment Letter or Loan Documentation (as applicable), shall be automatically and permanently reduced by such amounts) (it being understood that amounts set forth in clause (a) below shall only be required to be applied to reduce commitments under the Bridge Facility prior to the Funding Date and shall not result in any mandatory prepayment of loans thereafter):

    (a)    100.0% of the committed amount of any term loan credit facility entered into by the Borrower or any of its subsidiaries for the purpose of financing the Transactions (such reduction to occur automatically upon the later of (x) the effectiveness of definitive documentation for such term loan credit facility and (y) the receipt by the Lead Arrangers of a notice from the Borrower that such term loan credit facility constitutes a Qualifying Term Loan Facility);

    

    (b)    100.0% of the Net Cash Proceeds (as defined below) from the incurrence of debt for borrowed money by the Borrower or any of its subsidiaries (excluding (i) intercompany debt of such entities, (ii) borrowings under the Existing Credit Agreement or any Incremental Amount (as defined in the Existing Credit Agreement) incurred pursuant to Section 1.20 of the Existing Credit Agreement, (iii) any borrowings under ordinary course working capital, letter of credit or overdraft facilities, (iv) indebtedness with respect to capital leases or equipment financings incurred in the ordinary course of business, (v) indebtedness with respect to ordinary course supply chain financings, (vi) any replacement or refinancing of the 3.875% Senior Notes due 2024 issued by Lightning Italia Bondco di Lightning Italia Bondco GP S.r.l. e C. S.A.P.A., (vii) other debt (other than the Senior Notes) in an amount not to exceed $100,000,000 in the aggregate and (viii) any Qualifying Term Loan Facility that has reduced commitments under the Bridge Facility pursuant to clause (a) above);

    

    (c)    100.0% of the Net Cash Proceeds from the issuance of any equity interests by the Borrower (other than (i) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (ii) issuances by the Borrower to its subsidiaries and (iii) issuances as consideration for any acquisition by the Borrower or any of its subsidiaries); and

    

    (d)    100.0% of the Net Cash Proceeds from the sale or other disposition of assets of the Borrower or any of its subsidiaries outside the ordinary course of business (including issuances of stock by the Borrower’s subsidiaries) (except for (i) asset sales (including issuances of stock by the Borrower’s subsidiaries) between or among such entities, (ii) sales or other dispositions of marketable securities and public equity securities and (iii) asset sales (including issuances of stock by the Borrower’s subsidiaries), the net cash proceeds of which do not exceed $50,000,000 in any single transaction or related series of transactions or $175,000,000 in the aggregate), to the extent that such proceeds are not reinvested (or committed to be reinvested) in the business of the Borrower or any of its subsidiaries within nine (9) months following receipt thereof.

“Net Cash Proceeds” means, with respect to any event, the cash (which term, for purposes of this definition, shall include cash equivalents) proceeds actually received by the Borrower (or, as applicable, any of its subsidiaries) in respect of such event, including any cash received in respect of any noncash proceeds, but only as and when received, net of the sum, without duplication, of (i) all fees and expenses incurred in connection with such event by the Borrower and its subsidiaries, (ii) in the case of a sale, transfer, lease or other disposition (including pursuant to a sale and leaseback transaction) of an asset, the amount of all payments required to be made by the Borrower and its subsidiaries as a result of such event to repay debt for borrowed money secured by such asset and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Borrower and its subsidiaries, and the amount of any

reserves established by the Borrower and its subsidiaries in accordance with GAAP or other applicable accounting standards to fund any purchase price adjustment, indemnification and similar contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to the occurrence of such event (as determined reasonably and in good faith by the Borrower); provided that if the amount of such reserves exceeds the amounts charged against such reserve, then such excess, upon determination thereof, shall then constitute Net Cash Proceeds. Notwithstanding the foregoing, no such reduction or prepayment shall be required in connection with any Net Cash Proceeds received by a foreign subsidiary that is not a Borrower or Guarantor to the extent that the Borrower has reasonably determined that the repatriation of such funds would (x) result in material adverse tax consequences or (y) be prohibited or restricted by applicable law.

“Qualifying Term Loan Facility” shall mean a term loan facility entered into by the Borrower for the purpose of financing the Transactions (i) that is subject to conditions precedent to funding that are no less favorable to the Borrower than the conditions set forth herein to the funding of the Bridge Facility and (ii) the enforcement and remedial provisions of which are not materially less favorable to the Borrower as compared to the enforcement and remedial provisions hereunder, in each case as determined by the Borrower in its reasonable discretion.

The Borrower shall give the Administrative Agent prompt written notice of any commitment reduction or prepayment required pursuant to this section or of having entered into a Qualifying Term Loan Facility.

If the proceeds to the Bridge Facility are not applied to consummate the Acquisition within three Business Days after the Funding Date, all loans outstanding under the Bridge Facility shall be repaid.

Amounts prepaid pursuant to any mandatory prepayment of the loans may not be re-borrowed.    

Commitment            The commitments in respect of the Bridge Facility will terminate in their

Termination:    entirety automatically upon the funding of the entire amount (or such lesser amount as is requested by the Borrower in writing) of the Bridge Facility on the Funding Date. In addition, (i) at any time after the Effective Date and prior to the Funding Date, the Borrower shall have the right to terminate commitments in respect of the Bridge Facility in whole or in part in its sole discretion and (ii) the commitments of the Lenders will expire on the earliest of (A) the “Outside Date” (as defined in the Arrangement Agreement as in effect on the date hereof after giving effect to any extension thereof in accordance with the Arrangement Agreement as in effect on the date hereof), (B) the consummation of the Acquisition without the use of the Bridge Facility, (C) the date of the termination of the Arrangement Agreement by the Borrower in writing in accordance with its terms.

Collateral:            None.

to Effectiveness:    The effectiveness of the Loan Documentation on the Effective Date will be subject solely to the satisfaction of the following conditions precedent (subject to the Certain Funds Provision):

(i)    the execution and delivery of the Loan Documentation by the parties thereto, on terms consistent with the Commitment Letter and subject to the Certain Funds Provision; and

(ii)    the Administrative Agent shall have received, at least three (3) business days prior to the Effective Date, all documentation and other information relating to the Borrower (but not, for the avoidance of doubt, the Target or its subsidiaries) as has been reasonably requested in writing at least ten (10) business days prior to the Effective Date by the Administrative Agent on behalf of any such Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

The occurrence of the Effective Date shall be confirmed by a written notice from the Administrative Agent to the Borrower on the Effective Date, and shall be conclusive evidence of the occurrence thereof.

to Funding:    The loans under the Bridge Facility shall be available on the date that is

one day prior to the date that the Target files the Articles of Arrangement with the Enterprise Registrar (the “Funding Date”); provided that the Funding Conditions are satisfied or waived. Such funds shall be held in escrow by the Depositary until the Enterprise Registrar issues the Certificate of Arrangement (the “Closing Date”). All capitalized terms used in this paragraph not otherwise defined herein have the meaning given to them in the Arrangement Agreement.

Certain Funds Period:        During the period from and including the Effective Date to and including

the Closing Date (the “Certain Funds Period”), and notwithstanding (i) that any representation made on the Effective Date (excluding the Specified Representations made on the Funding Date to the extent constituting Funding Conditions) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenants, (iii) any provision to the contrary in the Loan Documentation or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its commitments under the Bridge Facility (except as set forth in “Mandatory Prepayments” above), (2) assert the existence of an event of default, rescind, terminate or cancel the Loan Documentation or exercise any right or remedy or make or enforce any claim under the Loan Documentation, related notes, related fee letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its loan, (3) refuse to participate in making its loan; provided that the Funding Conditions have been satisfied or waived, or (4) exercise any right of set-off or counterclaim in respect of its loan to the extent to do so would prevent, limit or delay the making of its loan or the use of the funds on the Closing Date. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable Funding Condition is not satisfied or waived on the Funding Date (other than, if such conditions have been satisfied or waived on or prior to the Funding Date, the conditions set forth under the heading “Conditions Precedent to Effectiveness”) and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be

available notwithstanding that such rights were not available prior to such time as a result of the foregoing.

Principles:    The definitive documentation for the Bridge Facility, including, without limitation, the representations and warranties, covenants and events of default contained therein, will be substantially the same as the Existing Credit Agreement. The Loan Documentation will contain only those conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in this Term Sheet. The phrase “substantially the same as the Existing Credit Agreement” and words of similar import mean the same as the Existing Credit Agreement, with modifications (a) as are necessary to reflect the terms specifically set forth in the Commitment Letter (including the nature of the Bridge Facility as a bridge facility) and the Fee Letter, (b) to reflect the operational or administrative requirements of the administrative agent as reasonably agreed by Borrower, (c) to accommodate the structure of the Acquisition, (d) as mutually agreed to reasonably accommodate the operational and strategic requirements of the Borrower and its subsidiaries (including as to the operational and strategic requirements of the Target and its subsidiaries), particularly in light of the industries, businesses, business practices of the Borrower, the Target and their respective subsidiaries, the Borrower’s proposed business plan and the disclosure schedules to the Arrangement Agreement, and (e) subject to clause (a), with modifications to be mutually agreed to basket amounts, carveouts and thresholds to reflect the Funding Date leverage and consolidated earnings and assets of the Borrower and its subsidiaries.

And Warranties:     Subject to the Certain Funds Provision, substantially the same as the Existing Credit Agreement.

Affirmative Covenants:     Subject to the Certain Funds Provision, substantially the same as the Existing Credit Agreement, which shall be applicable from the Effective Date.

Negative Covenants:    Subject to the Certain Funds Provision, substantially the same as in the Existing Credit Agreement which shall be applicable from the Effective Date.

Financial Covenant:    Subject to the Certain Funds Provision, substantially the same as in the Existing Credit Agreement, which shall be applicable from the end of the first quarter after the Closing Date.

Events of Default:    Subject to the Certain Funds Provision, substantially the same as the Existing Credit Agreement.

Participations:    On or prior to the Funding Date, the making of assignments of and participations in commitments shall be subject to the provisions set forth in the Commitment Letter.

    At all times thereafter, assignments of and participations in loans under the Bridge Facility shall be subject to limitations substantially similar to the Existing Credit Agreement.

Amendments:    Substantially the same as the Existing Credit Agreement.

Indemnification:    The Borrower will indemnify and hold harmless the Administrative Agent, each Lead Arranger, each Lender and their respective affiliates and controlling persons, successors and assigns and their respective officers, directors, employees, agents and advisors in a manner substantially consistent with Section 5 of the Commitment Letter.

Governing Law:    State of New York.

Expenses:    

Other:    Each of the parties shall (i) waive its right to a trial by jury and (ii) submit to exclusive jurisdiction of any state or federal court located in the Borough of Manhattan, New York. The Loan Documentation will contain customary increased cost, withholding tax, capital adequacy and yield protection provisions, in each case the substantially the same as those provisions set forth in the Existing Credit Agreement.

Cost and Yield Protection:    Substantially similar to the Existing Credit Agreement.

Expenses:    Substantially similar to the Existing Credit Agreement, subject to changes consistent with Section 5 of the Commitment Letter.

(i)The Acquisition shall be consummated in all material respects in accordance with the Arrangement Agreement without giving effect to any amendments, modifications, supplements or waivers by you thereto or consents by you thereunder that are materially adverse to the Lenders or the Lead Arrangers in their respective capacities as such without the Lead Arrangers’ written consent, it being agreed that (w) any decrease in the cash portion of the consideration less than or equal to 10% of the cash consideration, (x) any decrease in the cash portion of the consideration in excess of 10% of the cash consideration accompanied by a dollar-for-dollar reduction in commitments in respect of the Bridge Facility in excess of such 10% decrease and (y) any increase in the Acquisition Consideration, in each case are not materially adverse to the Lenders and Lead Arrangers.

(ii)The Lead Arrangers shall have received the (A) audited consolidated financial statements of the Borrower and its subsidiaries for the three (3) most recently-completed fiscal years ended at least sixty (60) days prior to the Funding Date, and (B) unaudited consolidated financial statements of the Borrower and its subsidiaries for any subsequent interim financial period (other than the fourth quarter of any fiscal year) ended at least forty (40) days prior to the Funding Date. The Lead Arrangers hereby acknowledge receipt of the financial statements referenced in the immediately foregoing clauses (A) and (B) for the fiscal years and interim financial periods ended on or prior to December 31, 2022. The Borrower’s filing of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (A) or (B), as applicable, of this paragraph.

(iii)The Administrative Agent shall have received customary opinions of counsel to the Borrower (which shall cover, among other things, authority and enforceability of the Loan Documentation) and customary corporate resolutions and closing certificates and corporate organizational documents and good standing certificates.

(iv)The Specified Credit Agreement Representations and the Specified Arrangement Agreement Representations (to the extent set forth in the definition thereof) shall be true and correct in all material respects as of the Funding Date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such date.

(v)The Administrative Agent shall have received a customary request for credit extension; provided that no such request or borrowing notice shall include any representations or warranties

(other than the Specified Credit Agreement Representations) or a statement as to the absence (or existence) of any default or event of default (other than any absence of an event of default under the Loan Documentation arising from the non-payment of any fees due and payable under the Loan Documentation or the bankruptcy of the Borrower).

(vi)All fees payable pursuant to the Fee Letter on or prior to the Funding Date shall have been paid or shall be paid substantially simultaneously with the funding of the Bridge Facility, in each case, in accordance with the terms of the Fee Letter, and all other accrued fees and expenses of the Lead Arrangers, the Administrative Agent and the Lenders (including the fees and expenses of counsel (including any local counsel) for the Administrative Agent) payable on or prior to the Funding Date and for which invoices have been presented at least three (3) business days prior to the Funding Date shall have been paid or shall be paid substantially simultaneously with the funding of the Bridge Facility.