Senior Secured Credit Facilities Commitment Letter

Exhibit 10.22

U.S. BANK

NATIONAL

ASSOCIATION

800 Nicollet Mall

Minneapolis, MN

54402

January 13, 2023

Nextracker LLC

Senior Secured Credit Facilities

Commitment Letter

Nextracker LLC

6200 Paseo Padre Pkwy

Fremont, CA USA

Attention: David Bennett, CFO

Ladies and Gentlemen:

You (“you” or the “Borrower”) have requested that each of JPMorgan Chase Bank, N.A. (“JPMorgan”), Bank of America, N.A. (“BANA”), BofA Securities, Inc. (or any of its designated affiliates, “BofA Securities” and, together with BANA, “Bank of America”), Citi (as defined below), Barclays Bank PLC (“Barclays”), BNP Paribas Securities Corp. (“BNPPSC”), BNP Paribas (“BNPP”), HSBC Bank USA, N.A. (“HSBC”), Mizuho Bank, Ltd. (“Mizuho”), The Bank of Nova Scotia (“Scotiabank”), Truist Securities, Inc. (“Truist Securities”), Truist Bank (“Truist”), KeyBank National Association (“KeyBank”), Sumitomo Mitsui Banking Corporation (“SMBC”), UniCredit Bank AG, New York Branch (“UniCredit”) and U.S. Bank National Association (“U.S. Bank” and, together with JPMorgan, Bank of America, Citi, Barclays, BNPPSC, BNPP, HSBC, Mizuho, Scotiabank, Truist Securities, Truist, KeyBank, SMBC and UniCredit, the “Commitment Parties”, “we” or “us”), agree to arrange and syndicate (x) a senior secured revolving credit facility in an aggregate amount of up to $500,000,000 (the “Revolving Credit Facility”) and (y) a senior secured term loan facility in an aggregate amount of up to $150,000,000 (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Facilities”), in each case,

described in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”), and that the Commitment Parties severally commit to provide the amounts specified below in respect of the Facilities which in the aggregate constitute the entire principal amount of the Facilities. For purposes of this Commitment Letter (as defined below), “Citi” shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services referred to herein. Capitalized terms used but not defined in this commitment letter (this “Commitment Letter”) shall have the meanings assigned to them in the Term Sheet.

JPMorgan, BofA Securities, Citi, Barclays, BNPPSC, HSBC, Mizuho, Scotiabank, Truist Securities and KeyBank are pleased to advise you that they are willing to act as joint lead arrangers for the Facilities and SMBC, UniCredit and U.S. Bank are pleased to advise you that they are willing to act as co-documentation agents for the Facilities. Furthermore, (i) JPMorgan hereby commits on a several, not joint, basis to provide (x) $67,307,692.32 of the Revolving Credit Facility and (y) $20,192,307.68 of the Term Loan Facility, (ii) BANA hereby commits on a several, not joint, basis to provide (x) $63,461,538.46 of the Revolving Credit Facility and (y) $19,038,461.54 of the Term Loan Facility, (iii) Citi hereby commits on a several, not joint, basis to provide (x) $51,923,076.92 of the Revolving Credit Facility and (y) $15,576,923.08 of the Term Loan Facility, (iv) Barclays hereby commits on a several, not joint, basis to provide (x) $48,076,923.08 of the Revolving Credit Facility and (y) $14,423,076.92 of the Term Loan Facility, (v) BNPP hereby commits on a several, not joint, basis to provide (x) $38,461,538.46 of the Revolving Credit Facility and (y) $11,538,461.54 of the Term Loan Facility, (vi) HSBC hereby commits on a several, not joint, basis to provide (x) $38,461,538.46 of the Revolving Credit Facility and (y) $11,538,461.54 of the Term Loan Facility, (vii) Mizuho hereby commits on a several, not joint, basis to provide (x) $38,461,538.46 of the Revolving Credit Facility and (y) $11,538,461.54 of the Term Loan Facility, (viii) Scotiabank hereby commits on a several, not joint, basis to provide (x) $38,461,538.46 of the Revolving Credit Facility and (y) $11,538,461.54 of the Term Loan Facility, (ix) Truist hereby commits on a several, not joint, basis to provide (x) $38,461,538.46 of the Revolving Credit Facility and (y) $11,538,461.54 of the Term Loan Facility, (x) KeyBank hereby commits on a several, not joint, basis to provide (x) $19,230,769.23 of the Revolving Credit Facility and (y) $5,769,230.77 of the Term Loan Facility, (xi) SMBC hereby commits on a several, not joint, basis to provide (x) $19,230,769.23 of the Revolving Credit Facility and (y) $5,769,230.77 of the Term Loan Facility, (xii) UniCredit hereby commits on a several, not joint, basis to provide (x) $19,230,769.23 of the Revolving Credit Facility and (y) $5,769,230.77 of the Term Loan Facility and (xiii) U.S. Bank hereby commits on a several, not joint, basis to provide (x) $19,230,769.23 of the Revolving Credit Facility and (y) $5,769,230.77 of the Term Loan Facility, in each case, subject only to the satisfaction or waiver by the Commitment Parties of the conditions set forth in this Commitment Letter and in the Summary of Conditions Precedent attached hereto as Exhibit B (the “Conditions Annex”).

1. Titles and Roles

It is agreed that (i) JPMorgan will act as the sole and exclusive Administrative Agent (in such capacity, the “Administrative Agent”) for the Facilities, (ii) JPMorgan, BofA Securities, Citi, Barclays, BNPPSC, HSBC, Mizuho, Scotiabank, Truist Securities and KeyBank will act as joint lead arrangers and bookrunners (in such capacities, the “Lead Arrangers”) for the Facilities and (iii) SMBC, UniCredit and U.S. Bank will act as co-documentation agents for the Facilities; provided that, it is understood and agreed that JPMorgan may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than as expressly contemplated by the Term Sheet and the Fee Letters referred to below) will be paid in connection with the Facilities unless you and we shall so agree. It is further agreed that in any Information Materials (as defined below) and all other offering or marketing materials in respect of the Facilities, JPMorgan shall have “left side” designation and shall appear on the top left and shall hold the leading role and responsibility customarily associated with such “top left” placement (JPMorgan in such capacity, the “Lead Left Arranger”) and the other Lead Arrangers shall appear to the right of the Left Lead Arranger in such materials.

2

2. Syndication

We intend to syndicate the Facilities (including, in the discretion of each Commitment Party, all or part of its commitment hereunder) to a group of financial institutions (together with the Commitment Parties, the “Lenders”) identified by us and reasonably acceptable to you (such approval not to be unreasonably withheld or delayed). The Lead Arrangers intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to assist us in completing a syndication reasonably satisfactory to us and you. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships, (b) direct contact between senior management and advisors of the Borrower and the proposed Lenders, in all such cases at times mutually agreed upon, (c) the hosting, with the Lead Arrangers, of one or more meetings (which may be virtual) of prospective Lenders, at times and locations to be mutually agreed upon and (d) as set forth in the next paragraph, assistance in the preparation of materials to be used in connection with the syndication (collectively with the Term Sheet, the “Information Materials”). You hereby authorize the Lead Arrangers to download copies of the Borrower’s trademark logos from its website and (x) in the case of the Lead Left Arranger, post copies thereof and any Information Materials to a deal site on IntraLinks^™, DebtDomain, SyndTrak, ClearPar or any other similar electronic platform chosen by the Lead Left Arranger to be its electronic transmission system (an “Electronic Platform”) established by the Lead Left Arranger to syndicate the Facilities, and to use the Borrower’s trademark logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Facilities or, (y) in the case of any Lead Arranger, with your consent (which consent not to be unreasonably withheld, conditioned or delayed), in any advertisements that we may place after the closing of the Facilities in financial and other newspapers, journals, the World Wide Web, home page or otherwise, at their own expense describing its services to the Borrower hereunder. You also understand and acknowledge that 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 Facilities. The Lead Arrangers agree that the Lenders will not include, as of any date of determination, (a) any person that is a competitor of the Borrower or any of its subsidiaries that has been identified by legal name in writing to the Lead Arrangers, if such identification is made prior to the closing date of the Facilities, or to the Administrative Agent, if such identification is made on or after such closing date, prior to such date (any such person, a “Competitor”) (it being understood that any such identification shall not apply retroactively to disqualify any person that previously acquired an assignment or allocation of, or participation in, the commitments and/or loans under the Facilities), (b) any affiliate of any Competitor that (x) has been identified by legal name in writing to the Lead Arrangers, if such identification is made prior to such closing date, or to the Administrative Agent, if such identification is made on or after such closing date, prior to such date (it being understood that any such identification shall not apply retroactively to disqualify any person that previously acquired an assignment or allocation of, or participation in, the commitments and/or loans under the Facilities), or (y) is clearly (based solely on the similarity of the legal name of such affiliate to the name of the Competitor) an affiliate of such Competitor or (c) any financial institutions, investors or other persons designated in writing by you to us prior to the date hereof (or affiliates of the foregoing that are (x) identified in writing from time to time by you to the Lead Arrangers, if such identification is made prior to the closing date of the Facilities, or to the Administrative Agent, if such identification is made on or after such closing date or (y) are clearly identifiable based solely on the similarity of the legal name of such affiliate) (any such person specified in clause (a), clause (b) or clause (c), a “Disqualified Institution” and collectively, the “Disqualified Institutions”); provided, that, following the closing date of the Facilities, (i) any changes or additions to the list of Disqualified Institution shall be delivered via email to the Administrative Agent at ***@*** (the “Notice Email Address”), (ii) with respect to clause (a) and clause

3

(b) above, the Borrower shall be permitted to update such list from time to time, (iii) any such updates to the list of Disqualified Institutions shall not become effective until after at least two (2) business days after notice thereof by the Borrower is furnished to the Administrative Agent at the Notice Email Address, (iv) the foregoing shall not apply retroactively to disqualify any person that previously acquired an assignment or allocation of, or participation in, the commitments and/or loans under the Facilities to the extent such person was not a Disqualified Institution at the time of such allocation or trade, (v) the Administrative Agent shall have the right to post the list of Disqualified Institutions (as updated and supplemented from time to time) on the Electronic Platform and to provide the list of Disqualified Institutions (as updated and supplemented from time to time) to each Lender requesting the same, (vi) the Disqualified Institutions shall not include any bona fide fixed income investor or debt fund that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course of its business and (vii) the Administrative Agent shall not have any liability or responsibility to ascertain, monitor, enforce or control any assignments to Disqualified Institutions.

You will assist us in preparing Information Materials, including but not limited to a Confidential Information Memorandum or lender slides, for distribution to prospective Lenders. Before distribution of any Information Materials, you agree to execute and deliver to us a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, its affiliates and any of their respective securities (“MNPI”). You also acknowledge that publishing debt analysts employed by the Lead Arrangers and their respective affiliates who do not wish to receive MNPI may participate in any meetings or telephone conference calls held pursuant to clause (c) of the immediately previous paragraph; provided that such analysts shall not publish any information obtained from such meetings or calls (i) until the syndication of the Facilities has been completed upon the making of allocations by the Lead Left Arranger and the Lead Left Arranger freeing the Facilities to trade or (ii) in violation of any confidentiality agreement between you and the applicable Lead Arranger.

Upon agreement on the applicable versions by the Borrower (or its counsel), the Borrower hereby authorizes the Lead Arrangers to distribute draft and execution versions of definitive documentation relating to the Facilities to the prospective Lenders.

The Lead Arrangers will, in consultation with you, manage all aspects of the syndication (in each case subject to the provisions set forth in this Commitment Letter and to your consent rights set forth in the preceding paragraphs), including decisions as to the selection of institutions to be approached (which will not be Disqualified Institutions) and when they will be approached, when their commitments will be accepted, which institutions will participate (which institutions shall be reasonably acceptable to you (such approval not to be unreasonably withheld or delayed)), the allocations of the commitments among the Lenders (which allocations shall be reasonably acceptable to you (such approval not to be unreasonably withheld or delayed)) and the amount and distribution of fees among the Lenders. Each Lead Arranger, in acting as a Lead Arranger, will have no responsibility other than to arrange the syndication as set forth herein and is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the arrangement of the Facilities (including in connection with determining the terms of the Facilities) and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person.

Until the termination of this Commitment Letter, you agree that there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of Holdings, the Borrower or any subsidiary of the foregoing (other than accounts receivable sales and factoring transactions); provided, that, subject to the terms and provisions of this Section 2, nothing contained in this paragraph shall prohibit you from contacting banks, investment banks, financial institutions and other persons or entities with whom you have a pre-existing relationship in order to request that they join the syndicate of Lenders.

4

3. Information

To assist the Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide to the Lead Arrangers all information with respect to the Borrower and the transactions contemplated hereby, including all reasonably available financial information and projections (the “Projections”), as we may reasonably request in connection with the arrangement and syndication of the Facilities. You hereby represent and covenant that (a) all written information other than the Projections and information of a general economic or industry specific nature in connection with the transactions contemplated hereby (the “Information”) that has been or will be made available to the Lead Arrangers by you or any of your representatives, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements delivered prior to such time) and (b) the Projections that have been or will be made available to the Lead Arrangers by you or any of your representatives have been or will be prepared in good faith based upon reasonable assumptions (it being understood that the Projections (i) are as to future events, are not to be viewed as facts and the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that 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 significantly from the projected results and such differences may be material and (ii) are not a guarantee of performance). If, at any time prior to the termination of this Commitment Letter, you become aware that any of the representations and warranties in the preceding sentence would not be accurate and complete 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 promptly supplement the Information and/or Projections so that the representations and warranties contained in this paragraph remain accurate and complete in all material respects under those circumstances, it being understood that any such supplement shall cure any breach of such representation. You understand that in arranging and syndicating the Facilities we may use and rely on the Information and Projections without independent verification thereof. For the avoidance of doubt, 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 obligation of confidentiality binding on you or your affiliates (so long as (x) such confidentiality obligation was not entered into in contemplation of the transactions contemplated hereby and (y) you provide the Lead Arrangers notice that information is being withheld due to the existence of such confidentiality obligation or attorney-client privilege).

4. Fees

As consideration for the commitments of the Commitment Parties hereunder and our agreement to perform the services described herein, you agree to pay to the Commitment Parties the nonrefundable fees set forth in Annex I to the Term Sheet, in the commitment party fee letter dated the date hereof among the Commitment Parties and you (as amended, restated, supplemented or otherwise modified from time to time, the “Commitment Party Fee Letter”) and in the agent fee letter dated the date hereof between JPMorgan and you (as amended, restated, supplemented or otherwise modified from time to time, the “Agent Fee Letter” and, together with the Commitment Party Fee Letter, the “Fee Letters”).

You agree that, once paid, and subject to the occurrence of the Closing Date, the fees or any part thereof payable hereunder or under any Fee Letter shall not be refundable under any circumstances, regardless of whether the transactions or borrowings contemplated by this Commitment Letter are consummated, except as otherwise provided in the applicable Fee Letter or agreed in writing by you and

5

the Commitment Parties party to the applicable Fee Letter. All fees payable hereunder and under the Fee Letters shall be paid in immediately available funds in U.S. Dollars and shall not be subject to reduction by way of withholding, setoff or counterclaim or be otherwise affected by any claim or dispute related to any other matter. In addition, all fees payable hereunder shall be paid without deduction for any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any national, state or local taxing authority, or will be grossed up by you for such amounts.

5. Conditions

The commitments of the Commitment Parties hereunder to provide the Facilities are subject only to the conditions set forth in the Conditions Annex; it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of this Commitment Letter, any Fee Letter and the Credit Documentation) other than the conditions set forth in the Conditions Annex that are expressly stated to be conditions to the availability and initial funding of the Facilities on the Closing Date (and upon satisfaction or waiver by the Commitment Parties of such conditions, the availability and initial funding of the Facilities shall occur).

6. Limitation of Liability, Indemnity, Settlement

(a) Limitation of Liability.

You agree that (i) in no event shall any of the Commitment Parties and their affiliates and their respective officers, directors, employees, advisors, and agents (each, and including, without limitation, each Commitment Party, an “Arranger-Related Person”) have any Liabilities, on any theory of liability, for any special, indirect, consequential or punitive damages incurred by you, your affiliates or your respective equity holders arising out of, in connection with, or as a result of, this Commitment Letter, any Fee Letter or any other agreement or instrument contemplated hereby, (ii) no Arranger-Related Person shall have any Liabilities arising from, or be responsible for, the use by others of Information or other materials (including, without limitation, any personal data) obtained through electronic, telecommunications or other information transmission systems, including an Electronic Platform or otherwise via the internet and (iii) you shall not have any Liabilities, on any theory of liability, for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of, this Commitment Letter, any Fee Letter or any other agreement or instrument contemplated hereby; provided that, nothing in this clause (a) shall relieve you of, or otherwise limit, any obligation you may have to indemnify an Indemnified Person, as provided in clause (b) below, against any special, indirect, consequential or punitive damages asserted against such Indemnified Person by a third party. You agree, to the extent permitted by applicable law, to not assert any claims against any Arranger-Related Person with respect to any of the foregoing. As used herein, the term “Liabilities” shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

(b) Indemnity.

You agree (A) to (i) indemnify and hold harmless each of the Commitment Parties and their affiliates and their respective officers, directors, employees, advisors, and agents (each, and including, without limitation, each Commitment Party, an “Indemnified Person”) from and against any and all Liabilities and related expenses to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Facilities, the use of the proceeds thereof, any related transaction or the activities performed or the commitments or services furnished pursuant to this Commitment Letter or the role of any Commitment Party in connection therewith or in connection with any actual or prospective claim, litigation, investigation, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction relating to any of the foregoing (including in relation to enforcing the terms of clause (a) above and the terms of this clause (b)) (each, a “Proceeding”), regardless of whether

6

or not any Indemnified Person is a party thereto and whether or not such Proceeding is brought by you, your equity holders, affiliates, creditors or any other person and (ii) reimburse each Indemnified Person within 30 days after written demand (together with reasonably detailed backup documentation supporting such demand) for any reasonable and documented out-of-pocket legal expenses of one firm of counsel for all Indemnified Persons (taken as a whole) and, if reasonably necessary, one firm of local counsel in each appropriate material jurisdiction, in each case for all Indemnified Persons (taken as a whole) (and, in the case of an actual or reasonably perceived conflict of interest, of one additional firm of counsel and, if reasonably necessary, one additional firm of local counsel in each appropriate material jurisdiction, in each case, for all such similarly affected Indemnified Persons, taken as a whole) and other reasonable and documented out-of-pocket expenses, in each case, incurred in connection with investigating or defending any of the foregoing, regardless of whether or not in connection with any pending or threatened Proceeding to which any Indemnified Person is a party, but excluding, in each case, allocated costs of in-house counsel; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to any Liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to (I) result from the willful misconduct, bad faith or gross negligence of such Indemnified Person in performing its activities or in furnishing its commitment or services under this Commitment Letter or (II) have not resulted from an act or omission by you or any of your affiliates and have been brought by an Indemnified Person against any other Indemnified Person (other than any claims against an Indemnified Person in its capacity or in fulfilling its role as an arranger or agent or any similar role hereunder) and (B) to reimburse the Commitment Parties and their respective affiliates upon presentation of a reasonably detailed backup statement, for all reasonable and documented out-of-pocket expenses (including due diligence expenses, syndication expenses, travel expenses, and reasonable and documented out-of-pocket fees, charges and disbursements of one firm of counsel to the Lead Arrangers identified in the Term Sheet and one firm of local counsel to the Lead Arrangers in each appropriate material jurisdiction (in each case, except allocated costs of in-house counsel)) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letters and the definitive documentation relating to the Facilities) or the administration, amendment, modification or waiver thereof; provided that, you shall not be liable for any expenses of any other advisors or consultants not approved by you in writing.

7. Affiliate Activities, Sharing of Information, Absence of Fiduciary Relationships

The Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates information concerning you and the other companies that may be the subject of the transactions contemplated by this Commitment Letter, and, to the extent so employed, such affiliates shall be entitled to the benefits, and be subject to the obligations, of the Commitment Parties hereunder. Each Commitment Party shall be responsible for its affiliates’ failure to comply with such obligations under this Commitment Letter.

You acknowledge that the Commitment Parties and their respective 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. No Commitment Party or its affiliates will 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 such Commitment Party of services for other companies, and neither the Commitment Parties nor their affiliates will furnish any such information to other companies. You also acknowledge that the Commitment Parties have 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.

7

You agree that each 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 any Commitment Party, on the one hand, and you and your respective equity holders or your and their respective affiliates on the other hand. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter are arm’s-length commercial transactions between each 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 each Commitment Party and, if applicable, each of 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) with respect to the transactions contemplated hereby or the process leading thereto, each Commitment Party and, if applicable, its affiliates, has not assumed (x) an advisory or fiduciary responsibility in favor of you or your affiliates (irrespective of whether such Commitment Party or any of its affiliates has advised or is currently advising you or your affiliates on other matters (which, for the avoidance of doubt, includes acting as a financial advisor to the Borrower or any of its affiliates in respect of any transaction related hereto)) or (y) any other obligation 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 the Commitment Parties shall have no responsibility or liability to you with respect thereto, and (iii) the Commitment Parties are 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 any Commitment Party or any of its affiliates of the Borrower, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Commitment Party and shall not be on behalf of the Borrower. The Borrower agrees that it will not claim that any Commitment Party has rendered any advisory services or assert any claim against any Commitment Party based on an alleged breach of fiduciary duty by such Commitment Party in connection with this Commitment Letter and the transactions contemplated hereby or assert any claim based on any actual or potential conflict of interest that might be asserted to arise or result from the engagement of such Commitment Party or any of its affiliates acting as a financial advisor to the Borrower or any of its affiliates, on the one hand, and the engagement of such Commitment Party hereunder and the transactions contemplated hereby, on the other hand.

You further acknowledge that each 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, each 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 any 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.

8. Confidentiality

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheet or the Fee Letters nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person except (a) to your equityholders and to your and their respective affiliates, officers, directors, agents, employees, advisors, attorneys and accountants, in each case, who are directly involved in the consideration of this matter and for whom you shall be responsible for any breach

8

by any one of them of this confidentiality undertaking, (b) as may be compelled in a judicial or administrative proceeding, as otherwise required by law or to the extent requested or required by governmental and/or regulatory authorities (in which case you agree to use commercially reasonable efforts to inform us promptly thereof), (c) if the Commitment Parties consent in writing to such proposed disclosure, (d) to the extent necessary in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter, any such Fee Letter and/or the definitive documentation relating to the Facilities, (e) this Commitment Letter and the contents hereof and the Term Sheet (but not the Fee Letters nor the contents thereof) may be disclosed to the extent such information becomes publicly available other than disclosure by you in violation of the terms hereof or (f) this Commitment Letter and the contents hereof and the Term Sheet (but not the Fee Letters nor the contents thereof) may be disclosed in any public filing with the Securities and Exchange Commission or other regulatory organization; provided that, the foregoing restrictions shall cease to apply (except in respect of the Fee Letters and their terms and substance) on the date that is one year after this Commitment Letter has been accepted by you.

Each Commitment Party will treat all non-public information provided to it by or on behalf of you in connection with the transactions contemplated hereby confidentially and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent any Commitment Party and its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation, subpoena or compulsory legal process or upon the request or demand of any regulatory authority (including any self-regulatory authority) or other governmental authority purporting to have jurisdiction over such Commitment Party or any of its affiliates (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law or regulation, to inform you promptly thereof prior to disclosure), (b) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates in violation of any confidentiality obligations owing to you hereunder, (c) to the extent that such information is received by such Commitment Party from a third party that is not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you with respect to such information, (d) to the extent that such information is independently developed by such Commitment Party or any of its affiliates, (e) to the other Commitment Parties and such Commitment Party’s affiliates and their and their respective employees, directors, officers, independent auditors, rating agencies, professional advisors and other experts or agents who need to know such information in connection with the transactions contemplated hereby and who are informed of the confidential nature of such information (with such Commitment Party responsible for its affiliates’ compliance with this paragraph), (f) in connection with the exercise of any remedies hereunder or under any Fee Letter or any suit, action or proceeding relating to this Commitment Letter, any Fee Letter or the Facilities and/or (g) to prospective Lenders, hedge providers, participants or assignees (collectively, “Prospective Parties”); provided that no such disclosure shall be made by a Commitment Party or any of its affiliates to any institution that is a Disqualified Institution at the time of such disclosure and, for purposes of clause (g) above, the disclosure of any such information to any Prospective Party shall be made subject to such Prospective Party’s written agreement to treat such information confidentially on substantially the terms set forth in this paragraph. If the Facilities close, each Commitment Party’s obligations under this paragraph shall terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Facilities. Otherwise, the provisions of this paragraph shall expire one year after the date hereof.

Notwithstanding the foregoing, the Borrower hereby expressly permits the Lead Arrangers or the Administrative Agent, as applicable, to provide the list of Disqualified Institutions to potential assignees, including disqualified institutions that are on such list.

9

9. Miscellaneous

This Commitment Letter shall not be assignable by you without the prior written consent of the Commitment Parties (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 is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto, the Indemnified Persons and the Arranger-Related Persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by each of the parties hereto. This Commitment Letter and the Fee Letters are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.

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. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Commitment Letter, the Fee Letters and/or any document to be signed in connection with this letter agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

This Commitment Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Borrower consents 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). Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, (a) any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Commitment Letter, the Term Sheet, the Fee Letters or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory) and (b) any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in the federal or state courts located in the City of New York, Borough of Manhattan.

The Commitment Parties hereby notify the Borrower that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”) and 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), it and its affiliates are required to obtain, verify and record information that identifies Holdings, the Borrower and its subsidiary guarantors, which information includes the name, address, tax identification number and other information regarding Holdings, the Borrower and its subsidiary guarantors that will allow the Commitment Parties to identify Holdings, the Borrower and its subsidiary guarantors 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 Beneficial Ownership Regulation and is effective for each of the Commitment Parties and each of their respective affiliates.

The provisions of this Commitment Letter and/or in any Fee Letter relating to compensation, limitation of liability, indemnification, settlement, affiliate activities, sharing of information, absence of fiduciary relationships, confidentiality (other than as provided in the last two sentences of the second paragraph of Section 8 above), electronic signatures, governing law, waiver of jury trial and waiver of objection to the laying of venue shall remain in full force and effect regardless of whether definitive documentation relating to the Facilities shall be executed and delivered and notwithstanding the termination of this Commitment Letter and/or any Commitment Party’s commitment hereunder; provided that your

10

obligations under this Commitment Letter, other than those relating to confidentiality, shall automatically terminate and be superseded by the corresponding provisions of the definitive documentation for the Facilities to the extent covered thereby upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letters, and you shall be automatically released from all liability in connection therewith at such time.

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter, the Term Sheet and the Fee Letters by returning to the Commitment Parties party thereto executed counterparts of this Commitment Letter and of the Fee Letters not later than 5:00 p.m., New York City time, on January 13, 2023 (the “Expiration Time”). The commitments of the Commitment Parties hereunder and their agreements herein will expire at the Expiration Time in the event the applicable Commitment Parties have not received such executed counterparts in accordance with the immediately preceding sentence. After your execution and delivery to us of this Commitment Letter and the Fee Letters, the commitments of the Commitment Parties hereunder and their agreements herein shall automatically terminate upon the earliest to occur of (i) the Closing Date, (ii) March 31, 2023 and (iii) the consummation of a Qualifying Public Offering, unless all of the Commitment Parties shall, in their sole discretion, agree to an extension in writing. You shall have the right to terminate commitments of the Commitment Parties and their agreements herein in full (or in part on a pro rata basis among the Commitment Parties; provided that, it is understood and agreed that any partial reduction shall be made first to the Revolving Credit Facility (until the aggregate principal amount of the Revolving Credit Facility is $400,000,000) and then any further partial reduction shall be made on a pro rata basis between the Revolving Credit Facility and the Term Loan Facility) at any time upon written notice to them from you, in each case unless the closing of the Facilities, on the terms and subject to the conditions contained herein and in the applicable definitive documentation relating to the Facilities, has been consummated on or before such date, subject to your surviving obligations as set forth herein.

[Remainder of Page Left Intentionally Blank]

11

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

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

Exhibit A

SENIOR SECURED CREDIT FACILITIES

Summary of Terms and Conditions

January 13, 2023