10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended June 30, 2025

OR

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to

Commission file number 1-8993

WHITE MOUNTAINS INSURANCE GROUP, LTD.

(Exact name of Registrant as specified in its charter)

Bermuda
(State or other jurisdiction of incorporation or organization)	94-2708455
23 South Main Street, Suite 3B	(I.R.S. Employer Identification No.)
Hanover,	03755-2053
New Hampshire	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (603) 640-2200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value $1.00 per share	WTM	New York Stock Exchange
	WTM.BH	Bermuda Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ý   No   ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes   ý    No   ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer		☐	Non-accelerated filer		☐
Smaller reporting company			☐	Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No  ý

As of August 1, 2025, 2,575,161 common shares with a par value of $1.00 per share were outstanding (which includes 32,910 restricted common shares that were not vested at such date).

WHITE MOUNTAINS INSURANCE GROUP, LTD.

Table of Contents

		Page No.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets,June 30, 2025andDecember 31, 2024	1
	Consolidated Statements of Operations and Comprehensive Income,<br><br>Three and Six Months Ended June 30, 2025 and 2024	3
	Consolidated Statements of Changes in Equity,Three and Six Months Ended<br><br>June 30, 2025 and 2024	6
	Consolidated Statements of Cash Flows,Six Months Ended June 30, 2025and2024	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
	Results of Operations for theThree and Six Months Ended June 30, 2025and2024	52
	Liquidity and Capital Resources	80
	Non-GAAP Financial Measures	84
	Critical Accounting Estimates	85
	Forward-Looking Statements	86
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	87
Item 4.	Controls and Procedures	87
PART II.	OTHER INFORMATION	87
Items 1 through 6.		87
SIGNATURES		88

Item 1.Financial Statements

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

Millions, except share and per share amounts	June 30, 2025		December 31, 2024
Assets
P&C Insurance and Reinsurance (Ark/WM Outrigger)
Fixed maturity investments, at fair value	$	1,755.8	$	1,565.1
Common equity securities, at fair value	435.0		425.4
Short-term investments, at fair value	611.4		601.4
Other long-term investments	609.1		547.8
Total investments	3,411.3		3,139.7
Cash (restricted $4.6 and $14.1)	162.7		141.2
Reinsurance recoverables	1,044.1		589.0
Insurance premiums receivable	1,451.4		768.6
Deferred acquisition costs	344.8		165.2
Goodwill and other intangible assets	292.5		292.5
Other assets	198.7		202.8
Total P&C Insurance and Reinsurance assets	6,905.5		5,299.0
Financial Guarantee (HG Global)
Fixed maturity investments, at fair value	670.8		612.1
Short-term investments, at fair value	42.9		55.5
Total investments	713.7		667.6
Cash	9.2		11.5
BAM Surplus Notes, at fair value	396.7		381.7
Insurance premiums receivable	8.0		4.4
Deferred acquisition costs	90.4		86.6
Other assets	26.5		27.6
Total Financial Guarantee assets	1,244.5		1,179.4
Asset Management (Kudu)
Short-term investments, at fair value	42.3		27.9
Other long-term investments	1,127.2		1,014.0
Total investments	1,169.5		1,041.9
Cash	5.7		.6
Accrued investment income	24.1		18.0
Goodwill and other intangible assets	7.8		8.0
Other assets	23.6		39.9
Total Asset Management assets	1,230.7		1,108.4
P&C Insurance Distribution (Bamboo)
Fixed maturity investments, at fair value	39.3		40.7
Short-term investments, at fair value	26.6		17.3
Total investments	65.9		58.0
Cash (restricted $94.9 and $59.5)	117.6		74.5
Premiums, commissions and fees receivable	54.4		70.0
Goodwill and other intangible assets	347.0		355.0
Other assets	34.6		27.1
Total P&C Insurance Distribution assets	619.5		584.6
Other Operations
Fixed maturity investments, at fair value	170.0		293.7
Common equity securities, at fair value	—		224.6
Investment in MediaAlpha, at fair value	195.5		201.6
Short-term investments, at fair value	501.9		262.1
Other long-term investments	570.8		588.4
Total investments	1,438.2		1,570.4
Cash	42.6		38.6
Goodwill and other intangible assets	158.1		64.8
Other assets	183.8		80.4
Total Other Operations assets	1,822.7		1,754.2
Total assets	$	11,822.9	$	9,925.6

See Notes to Consolidated Financial Statements

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Unaudited)

Millions, except share and per share amounts	June 30, 2025		December 31, 2024
Liabilities
P&C Insurance and Reinsurance (Ark/WM Outrigger)
Loss and loss adjustment expense reserves	$	2,288.5	$	2,127.5
Unearned insurance premiums	1,847.3		853.3
Debt	158.9		154.5
Reinsurance payable	463.8		149.5
Contingent consideration	193.4		155.3
Other liabilities	221.6		224.7
Total P&C Insurance and Reinsurance liabilities	5,173.5		3,664.8
Financial Guarantee (HG Global)
Unearned insurance premiums	307.9		297.3
Debt	147.6		147.4
Other liabilities	32.8		19.4
Total Financial Guarantee liabilities	488.3		464.1
Asset Management (Kudu)
Debt	246.8		238.6
Other liabilities	82.4		78.1
Total Asset Management liabilities	329.2		316.7
P&C Insurance Distribution (Bamboo)
Loss and loss adjustment expense reserves	28.8		17.8
Unearned insurance premiums	12.9		31.5
Premiums and commissions payable	93.9		88.1
Debt	104.6		—
Other liabilities	41.0		30.3
Total P&C Insurance Distribution liabilities	281.2		167.7
Other Operations
Loss and loss adjustment expense reserves	14.2		12.1
Unearned insurance premiums	9.4		29.0
Debt	36.7		22.0
Accrued incentive compensation	41.0		79.3
Other liabilities	109.2		38.9
Total Other Operations liabilities	210.5		181.3
Total liabilities	6,482.7		4,794.6
Equity
White Mountains’s common shareholders’ equity
White Mountains’s common shares at $1 par value per share—authorized 50,000,000<br><br>shares; issued and outstanding 2,575,136 and 2,568,148 shares	2.6		2.6
Paid-in surplus	574.0		563.8
Retained earnings	4,067.6		3,919.0
Accumulated other comprehensive income (loss), after-tax:
Net unrealized gains (losses) from foreign currency translation	.3		(1.7)
Total White Mountains’s common shareholders’ equity	4,644.5		4,483.7
Noncontrolling interests	695.7		647.3
Total equity	5,340.2		5,131.0
Total liabilities and equity	$	11,822.9	$	9,925.6

See Notes to Consolidated Financial Statements

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Revenues:
P&C Insurance and Reinsurance (Ark/WM Outrigger)
Earned insurance premiums	$	364.2	$	318.3	$	722.2	$	621.1
Net investment income	26.3		22.3		49.8		42.2
Net realized and unrealized investment gains (losses)	51.1		20.3		80.6		30.9
Other revenues	6.3		2.4		8.5		5.9
Total P&C Insurance and Reinsurance revenues	447.9		363.3		861.1		700.1
Financial Guarantee (HG Global)
Earned insurance premiums	7.1		9.0		15.3		16.8
Net investment income	6.5		10.4		12.8		20.1
Net realized and unrealized investment gains (losses)	3.1		(4.3)		13.1		(14.4)
Interest income from BAM Surplus Notes	7.5		—		15.0		—
Other revenues	—		.6		.1		1.1
Total Financial Guarantee revenues	24.2		15.7		56.3		23.6
Asset Management (Kudu)
Net investment income	19.3		15.7		38.7		32.9
Net realized and unrealized investment gains (losses)	.8		54.5		44.8		48.0
Other revenues	.3		—		.7		—
Total Asset Management revenues	20.4		70.2		84.2		80.9
P&C Insurance Distribution (Bamboo)
Commission and fee revenues	59.1		32.7		103.3		54.6
Earned insurance premiums	1.6		8.0		16.5		16.4
Other revenues	1.8		1.3		4.1		2.1
Total P&C Insurance Distribution revenues	62.5		42.0		123.9		73.1
Other Operations
Earned insurance premiums	2.3		8.6		16.2		8.6
Net investment income	8.6		8.4		18.3		18.3
Net realized and unrealized investment gains (losses)	31.8		8.5		34.6		30.7
Net realized and unrealized investment gains (losses) from investment in MediaAlpha	30.5		(139.2)		(6.1)		71.5
Commission and fees revenues	4.2		3.4		8.1		7.0
Other revenues	56.8		14.5		70.4		28.9
Total Other Operations revenues	134.2		(95.8)		141.5		165.0
Total revenues	$	689.2	$	395.4	$	1,267.0	$	1,042.7

See Notes to Consolidated Financial Statements

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Expenses:
P&C Insurance and Reinsurance (Ark/WM Outrigger)
Loss and loss adjustment expenses	$	164.0	$	175.7	$	397.5	$	355.7
Acquisition expenses	97.2		68.2		180.7		134.5
General and administrative expenses	56.5		42.9		92.4		85.1
Change in fair value of contingent consideration	28.4		13.3		38.1		13.3
Interest expense	4.3		4.7		8.5		10.1
Total P&C Insurance and Reinsurance expenses	350.4		304.8		717.2		598.7
Financial Guarantee (HG Global)
Acquisition expenses	2.0		2.2		3.9		4.4
General and administrative expenses	1.0		17.2		1.6		34.5
Interest expense	4.5		4.1		9.1		7.6
Total Financial Guarantee expenses	7.5		23.5		14.6		46.5
Asset Management (Kudu)
General and administrative expenses	3.6		3.5		7.6		6.9
Interest expense	6.1		5.4		12.5		11.0
Total Asset Management expenses	9.7		8.9		20.1		17.9
P&C Insurance Distribution (Bamboo)
Broker commission expenses	19.8		12.7		35.3		22.0
Loss and loss adjustment expenses	1.7		4.3		12.6		10.1
Acquisition expenses	(.6)		2.9		6.0		6.0
General and administrative expenses	22.6		15.7		42.6		27.7
Interest expense	2.9		—		5.0		—
Total P&C Insurance Distribution expenses	46.4		35.6		101.5		65.8
Other Operations
Loss and loss adjustment expenses	.8		3.9		18.2		3.9
Acquisition expenses	.9		2.6		6.0		2.6
Cost of sales	42.4		7.0		49.9		14.6
General and administrative expenses	53.8		43.2		89.3		93.5
Interest expense	.8		.6		1.3		1.3
Total Other Operations expenses	98.7		57.3		164.7		115.9
Total expenses	512.7		430.1		1,018.1		844.8
Pre-tax income (loss)	176.5		(34.7)		248.9		197.9
Income tax (expense) benefit	(12.9)		(6.5)		(22.5)		(17.3)
Net income (loss)	163.6		(41.2)		226.4		180.6
Net (income) loss attributable to noncontrolling interests	(40.7)		(13.4)		(69.6)		1.2
Net income (loss) attributable to White Mountains’s<br><br>common shareholders	$	122.9	$	(54.6)	$	156.8	$	181.8

See Notes to Consolidated Financial Statements

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
Millions, except for per share amounts	2025		2024		2025		2024
Net income (loss) attributable to White Mountains’s <br>   common shareholders	$	122.9	$	(54.6)	$	156.8	$	181.8
Other comprehensive income (loss), net of tax	1.1		.1		3.1		(.2)
Comprehensive income (loss)	124.0		(54.5)		159.9		181.6
Other comprehensive (income) loss attributable to<br><br>noncontrolling interests	(.3)		(.1)		(1.1)		—
Comprehensive income (loss) attributable to<br><br>White Mountains’s common shareholders	$	123.7	$	(54.6)	$	158.8	$	181.6
	Three Months Ended June 30,				Six Months Ended June 30,
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Earnings (loss) per share attributable to White Mountains’s<br><br>common shareholders:
Basic earnings (loss) per share	$	47.75	$	(21.24)	$	60.99	$	70.93
Diluted earnings (loss) per share	$	47.75	$	(21.24)	$	60.99	$	70.93
Dividends declared and paid per White Mountains’s<br><br>common share	$	—	$	—	$	1.00	$	1.00

See Notes to Consolidated Financial Statements.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

	White Mountains’s Common Shareholders’ Equity
Millions	Common shares and paid-in surplus		Retained earnings		AOCI, after tax		Total		Non-controlling interest		Total Equity
Balance as of March 31, 2025	$	567.1	$	3,943.0	$	(.5)	$	4,509.6	$	630.1	$	5,139.7
Net income (loss)	—		122.9		—		122.9		40.7		163.6
Other comprehensive income (loss), net of tax	—		—		.8		.8		.3		1.1
Total comprehensive income (loss)	—		122.9		.8		123.7		41.0		164.7
Dividends to noncontrolling interests	—		—		—		—		(5.2)		(5.2)
Issuances of common shares	2.6		—		—		2.6		—		2.6
Amortization of restricted share awards	4.9		—		—		4.9		—		4.9
Recognition of equity-based compensation expense<br>   of subsidiaries	2.2		—		—		2.2		.9		3.1
Net contributions (distributions) and dilution from <br>   other noncontrolling interests	(.2)		1.7		—		1.5		(1.8)		(.3)
Acquisition of noncontrolling interests	—		—		—		—		30.7		30.7
Balances as of June 30, 2025	$	576.6	$	4,067.6	$	.3	$	4,644.5	$	695.7	$	5,340.2
	White Mountains’s Common Shareholders’ Equity
---	---	---	---	---	---	---	---	---	---	---	---	---
Millions	Common shares and paid-in surplus		Retained earnings		AOCI, after tax		Total		Non-controlling interest		Total Equity
Balances as of March 31, 2024	$	554.5	$	3,917.7	$	(1.8)	$	4,470.4	$	420.2	$	4,890.6
Net income (loss)	—		(54.6)		—		(54.6)		13.4		(41.2)
Other comprehensive income (loss), net of tax	—		—		—		—		.1		.1
Total comprehensive income (loss)	—		(54.6)		—		(54.6)		13.5		(41.1)
Dividends to noncontrolling interests	—		—		—		—		.5		.5
Issuances of common shares	2.6		—		—		2.6		—		2.6
BAM member surplus contributions, net of tax	—		—		—		—		14.6		14.6
Amortization of restricted share awards	4.3		—		—		4.3		—		4.3
Recognition of equity-based compensation expense<br>   of subsidiaries	.9		—		—		.9		.4		1.3
Net contributions (distributions) and dilution from <br>   other noncontrolling interests	(1.0)		—		—		(1.0)		.4		(.6)
Balances as of June 30, 2024	$	561.3	$	3,863.1	$	(1.8)	$	4,422.6	$	449.6	$	4,872.2

See Notes to Consolidated Financial Statements.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

	White Mountains’s Common Shareholders’ Equity
Millions	Common shares and paid-in surplus		Retained earnings		AOCI, after tax		Total		Non-controlling interest		Total Equity
Balances as of January 1, 2025	$	566.4	$	3,919.0	$	(1.7)	$	4,483.7	$	647.3	$	5,131.0
Net income (loss)	—		156.8		—		156.8		69.6		226.4
Other comprehensive income (loss), net of tax	—		—		2.0		2.0		1.1		3.1
Total comprehensive income (loss)	—		156.8		2.0		158.8		70.7		229.5
Dividends declared on common shares	—		(2.6)		—		(2.6)		—		(2.6)
Dividends to noncontrolling interests	—		—		—		—		(19.1)		(19.1)
Issuances of common shares	2.6		—		—		2.6		—		2.6
Repurchases and retirements of common shares	(1.1)		(8.8)		—		(9.9)		—		(9.9)
Amortization of restricted share awards	8.7		—		—		8.7		—		8.7
Recognition of equity-based compensation expense<br>   of subsidiaries	3.3		—		—		3.3		1.3		4.6
Net contributions (distributions) and dilution from <br>   other noncontrolling interests	(3.3)		3.2		—		(.1)		(35.2)		(35.3)
Acquisition of noncontrolling interests	—		—		—		—		30.7		30.7
Balances as of June 30, 2025	$	576.6	$	4,067.6	$	.3	$	4,644.5	$	695.7	$	5,340.2
	White Mountains’s Common Shareholders’ Equity
---	---	---	---	---	---	---	---	---	---	---	---	---
Millions	Common shares and paid-in surplus		Retained earnings		AOCI, after tax		Total		Non-controlling interest		Total Equity
Balances as of January 1, 2024	$	551.3	$	3,690.8	$	(1.6)	$	4,240.5	$	321.1	$	4,561.6
Net income (loss)	—		181.8		—		181.8		(1.2)		180.6
Other comprehensive income (loss), net of tax	—		—		(.2)		(.2)		—		(.2)
Total comprehensive income (loss)	—		181.8		(.2)		181.6		(1.2)		180.4
Dividends declared on common shares	—		(2.5)		—		(2.5)		—		(2.5)
Dividends to noncontrolling interests	—		—		—		—		(9.3)		(9.3)
Issuances of common shares	2.9		—		—		2.9		—		2.9
Repurchases and retirements of common shares	(1.1)		(7.0)		—		(8.1)		—		(8.1)
BAM member surplus contributions, net of tax	—		—		—		—		26.0		26.0
Amortization of restricted share awards	7.5		—		—		7.5		—		7.5
Recognition of equity-based compensation expense<br>   of subsidiaries	1.5		—		—		1.5		.6		2.1
Net contributions (distributions) and dilution from <br>   other noncontrolling interests	(.8)		—		—		(.8)		1.3		.5
Acquisition of noncontrolling interests — Bamboo	—		—		—		—		111.1		111.1
Balances as of June 30, 2024	$	561.3	$	3,863.1	$	(1.8)	$	4,422.6	$	449.6	$	4,872.2

See Notes to Consolidated Financial Statements.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
Millions	2025		2024
Cash flows from operations:
Net income (loss)	$	226.4	$	180.6
Adjustments to reconcile net income to net cash provided from (used for) operations:
Net realized and unrealized investment (gains) losses	(173.4)		(95.2)
Net realized and unrealized investment (gains) losses from investment in MediaAlpha	6.1		(71.5)
Change in fair value of Ark’s contingent consideration	38.1		13.3
Interest income from BAM Surplus Notes subsequent to deconsolidation	(15.0)		—
Deferred income tax expense (benefit)	(2.8)		(.4)
Amortization of restricted share awards	8.7		7.5
Amortization (accretion) and depreciation	.3		(4.8)
Other operating items:
Net change in reinsurance recoverables	(455.1)		(421.8)
Net change in insurance premiums, commissions and fees receivable	(670.8)		(605.8)
Net change in deferred acquisition costs	(183.4)		(101.6)
Net change in loss and loss adjustment expense reserves	174.1		296.2
Net change in unearned insurance premiums	966.4		816.0
Net change in reinsurance payable	314.3		286.2
Net change in premiums and commissions payable	5.8		29.6
Net change in accrued incentive compensation from Other Operations	(39.0)		(29.2)
Contributions to Kudu’s Participation Contracts	(68.2)		(.2)
Proceeds from Kudu’s Participation Contracts sold	—		9.4
Net other operating activities	4.8		(55.0)
Net cash provided from (used for) operations	137.3		253.3
Cash flows from investing activities:
Net change in short-term investments	(235.2)		317.3
Sales of fixed maturity investments	263.5		262.2
Maturities, calls and paydowns of fixed maturity investments	163.7		228.3
Sales of common equity securities and investment in MediaAlpha	251.0		162.4
Distributions and redemptions of other long-term investments	34.7		116.1
Purchases of consolidated subsidiaries, net of cash acquired of $0.8 and $44.9	(70.7)		(231.8)
Purchases of fixed maturity investments	(509.4)		(732.6)
Purchases of common equity securities and investment in MediaAlpha	—		(121.1)
Purchases of other long-term investments	(54.2)		(109.9)
Net other investing activities	.1		14.9
Net cash provided from (used for) investing activities	(156.5)		(94.2)
Cash flows from financing activities:
Draw down of debt and revolving lines of credit	131.5		—
Repayment of debt and revolving lines of credit	(2.3)		(34.1)
Cash dividends paid to common shareholders	(2.6)		(2.5)
Repurchases and retirements of common shares	(9.9)		(8.1)
BAM member surplus contributions prior to deconsolidation	—		26.0
Contributions from other noncontrolling interests	.7		1.0
Distributions to other noncontrolling interests	(57.9)		(11.1)
Net other financing activities	31.1		2.5
Net cash provided from (used for) financing activities	90.6		(26.3)
Net change in cash during the period	71.4		132.8
Cash balance at beginning of period (includes restricted cash balances of $73.6 and $0.7)	266.4		122.4
Cash balance at end of period (includes restricted cash balances of $99.5 and $64.1)	$	337.8	$	255.2
Supplemental cash flows information:
Interest paid	$	(32.4)	$	(31.4)
Net income tax payments	$	(17.6)	$	(14.4)

See Notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

White Mountains Insurance Group, Ltd. (the “Company” or the “Registrant”) is an exempted Bermuda limited liability company whose principal businesses are conducted through its subsidiaries and other affiliates. The Company’s headquarters is located at 26 Reid Street, Hamilton, Bermuda HM 11, its principal executive office is located at 23 South Main Street, Suite 3B, Hanover, New Hampshire 03755-2053 and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11. The Company’s website is www.whitemountains.com. The information contained on White Mountains’s website is not incorporated by reference into, and is not a part of, this report.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Company, its subsidiaries (collectively with the Company, “White Mountains”) and other entities required to be consolidated under GAAP. Intercompany transactions have been eliminated in consolidation. Certain amounts in the prior period financial statements have been reclassified to conform to the current presentation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

These interim financial statements include all adjustments considered necessary by management to fairly state the financial position, results of operations and cash flows of White Mountains. These interim financial statements may not be indicative of financial results for the full year and should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K.

Reportable Segments

As of June 30, 2025, White Mountains conducted its operations through four reportable segments: (1) Ark/WM Outrigger, (2) HG Global, (3) Kudu and (4) Bamboo, with our remaining operating businesses, holding companies and other assets included in Other Operations. White Mountains has made its segment determination based on consideration of the following criteria: (i) the nature of the business activities of each of the Company’s subsidiaries and affiliates; (ii) the manner in which the Company’s subsidiaries and affiliates are organized; (iii) the existence of primary managers responsible for specific subsidiaries and affiliates; and (iv) the organization of information provided to the Company’s chief operating decision makers (“CODMs”) and its Board of Directors. See Note 14 — “Segment Information.”

The Ark/WM Outrigger segment consists of Ark Insurance Holdings Limited and its subsidiaries (collectively, “Ark”) and Outrigger Re Ltd. Segregated Account 2023-1 (“WM Outrigger Re”) (collectively with Ark, “Ark/WM Outrigger”). Ark is a specialty property and casualty insurance and reinsurance company that offers a wide range of niche insurance and reinsurance products, including property, specialty, marine & energy, accident & health and casualty. Ark underwrites select coverages through Lloyd’s Syndicates 4020 and 3902 and Additional Central Settlement Number (“ACSN”) 3832 (collectively, the “Syndicates”) and its wholly-owned subsidiary Group Ark Insurance Limited (“GAIL”). White Mountains acquired a controlling ownership interest in Ark on January 1, 2021 (the “Ark Transaction”). As of June 30, 2025 and December 31, 2024, White Mountains owned 72.1% of Ark on a basic shares outstanding basis (61.9% after taking account of management’s equity incentives). The remaining shares are owned by current and former employees of Ark. In the future, management rollover shareholders could earn additional shares in Ark if and to the extent that White Mountains achieves certain thresholds for its multiple of invested capital (“MOIC”) return. If fully earned, these shares would represent an additional 12.3% of the shares outstanding as of June 30, 2025. The liability related to these additional shares is recorded as contingent consideration. During the fourth quarter of 2022, Ark sponsored the formation of Outrigger Re Ltd., a Bermuda company registered as a special purpose insurer and segregated accounts company, to provide collateralized reinsurance protection on Ark’s Bermuda global property catastrophe excess of loss portfolio for the 2023 underwriting year. Ark renewed its quota share reinsurance agreement with Outrigger Re Ltd. for the 2024 and 2025 underwriting years. White Mountains consolidates the results of its segregated account, WM Outrigger Re, in its financial statements. See Note 2 — “Significant Transactions.” As of June 30, 2025 and December 31, 2024, White Mountains owned 100.0% of WM Outrigger Re’s preferred equity.

The HG Global segment consists of HG Global Ltd. and its wholly-owned subsidiaries (collectively, “HG Global”) and, prior to its deconsolidation on July 1, 2024, the consolidated results of Build America Mutual Assurance Company (“BAM”). See Note 2 — “Significant Transactions.” HG Global was established to fund the startup of BAM and, through its reinsurance subsidiary, HG Re Ltd. (“HG Re”), to provide first-loss reinsurance protection of up to 15%-of-par outstanding for each policy assumed from BAM. HG Global, together with its subsidiaries, funded the initial capitalization of BAM through the purchase of $503.0 million of surplus notes issued by BAM (the “BAM Surplus Notes”). As of June 30, 2025 and December 31, 2024, White Mountains owned 96.9% of HG Global’s preferred equity and 88.4% of its common equity.

White Mountains does not have an ownership interest in BAM. However, through June 30, 2024, White Mountains was required to consolidate BAM’s results in its financial statements because BAM is a variable interest entity (“VIE”) for which White Mountains was the primary beneficiary. BAM’s results were all attributed to noncontrolling interests. On July 1, 2024, HG Re and BAM amended the terms of the first-loss reinsurance treaty (“FLRT”) with respect to certain governance rights held by HG Re. As a result, and in combination with other governance changes at BAM, White Mountains concluded that it no longer has the power to direct BAM’s activities that most significantly impact its economic performance and is no longer BAM’s primary beneficiary. Accordingly, effective July 1, 2024, White Mountains no longer consolidates BAM. Through June 30, 2024, BAM’s results of operations were presented within the HG Global segment. See Note 2 — “Significant Transactions.”

The Kudu segment consists of Kudu Investment Management, LLC and its subsidiaries (collectively “Kudu”). Kudu provides capital solutions for boutique asset and wealth managers for a variety of purposes including generational ownership transfers, management buyouts, acquisition and growth finance and legacy partner liquidity. Kudu also provides strategic advice to managers from time to time. Kudu’s capital solutions generally are structured as noncontrolling equity interests in the form of revenue and earnings participation contracts (“Participation Contracts”) and designed to generate immediate cash yields. As of June 30, 2025 and December 31, 2024, White Mountains owned 91.2% and 90.4% of Kudu’s basic units outstanding (77.9% and 77.0% on a fully-diluted/fully-converted basis, taking account of management’s equity incentives).

The Bamboo segment consists of PM Holdings LLC (“Bamboo Holdings”), Bamboo Ide8 Insurance Services LLC (“Bamboo MGA”) and Ide8 Re, Inc. (the “Bamboo Captive”) (collectively with Bamboo Holdings and Bamboo MGA, “Bamboo”). Bamboo is a capital-light, tech- and data-enabled insurance distribution platform providing homeowners’ insurance and related products to the residential property market in California. Bamboo operates primarily through Bamboo MGA, its full-service managing general agent (“MGA”) business, where the company manages all aspects of the placement process on behalf of its fronting and reinsurance carrier partners (“Capacity Providers”), including product development, marketing, underwriting, policy issuance and claims oversight, and it earns commissions based on the volume and profitability of the insurance that it places. Bamboo MGA offers both admitted and non-admitted products. Under its capacity agreements, Bamboo MGA’s commission levels are based on a sliding scale tied primarily to its attritional loss ratio. Bamboo also operates two separate but integrated businesses: (i) a retail agency, within Bamboo MGA, offering ancillary products (e.g., flood, earthquake) on behalf of third parties and (ii) the Bamboo Captive, a U.S.-domiciled captive reinsurer that participates in the underwriting risk of Bamboo’s MGA programs to align interests with Capacity Providers. During the fourth quarter of 2024, the Bamboo Captive redomiciled from Bermuda to Arizona and changed its name from Ide8 Limited to Ide8 Re, Inc. On January 2, 2024, White Mountains acquired a controlling interest in Bamboo. See Note 2 — “Significant Transactions.” As of June 30, 2025 and December 31, 2024, White Mountains owned 72.8% of the basic units outstanding of Bamboo (63.7% on a fully-diluted/fully-converted basis, taking account of management’s equity incentives).

White Mountains’s other operations consist of the Company and its wholly-owned subsidiary, White Mountains Capital, LLC (“WM Capital”), its other intermediate holding companies, its wholly-owned investment management subsidiary, White Mountains Advisors LLC (“WM Advisors”), investment assets managed by WM Advisors, its interests in MediaAlpha, Inc. (“MediaAlpha”), DavidShield PassportCard Ltd. and its subsidiaries (collectively, “PassportCard/DavidShield”), Elementum Holdings LP (“Elementum”), White Mountains Partners LLC (“WTM Partners”), a Bermuda special purpose collateralized reinsurance vehicle that provides reinsurance capacity to Bamboo (the “Bamboo CRV”), certain other consolidated and unconsolidated entities (“Other Operating Businesses”) and certain other assets (collectively, “Other Operations”). On April 1, 2025, White Mountains acquired a majority interest in Enterprise Electric, LLC d/b/a Enterprise Solutions (“Enterprise Solutions”). See Note 2 — “Significant Transactions.” Enterprise Solutions’ assets, liabilities and noncontrolling interests, as well as its results of operations, are presented within Other Operations.

Significant Accounting Policies

Refer to the Notes to Consolidated Financial Statements in the Company’s 2024 Annual Report on Form 10-K for White Mountains’s significant accounting policies.

Note 2. Significant Transactions

Bamboo

On October 19, 2023, White Mountains entered into an agreement and plan of merger (the “Bamboo Merger Agreement”) with Bamboo MGA and John Chu, as the unitholders’ representative. Under the terms of the Bamboo Merger Agreement, White Mountains’s wholly-owned subsidiary, WM Pierce Merger Sub LLC, agreed to merge with and into Bamboo MGA, with Bamboo MGA continuing as the surviving company (the “Bamboo Merger”). Concurrently with the execution of the Bamboo Merger Agreement, certain Bamboo management unitholders agreed to roll over the majority of their existing equity in Bamboo MGA into Bamboo Holdings. White Mountains also agreed to make an equity contribution to Bamboo immediately following the Bamboo Merger (together with the Bamboo Merger and the rollover transactions, the “Bamboo Transaction”).

On January 2, 2024, White Mountains closed the Bamboo Transaction in accordance with the terms of the Bamboo Merger Agreement, investing $296.7 million of equity into Bamboo, which included the contribution of $36.0 million to retire Bamboo’s legacy credit facility and the contribution of $20.0 million of primary capital. At closing, White Mountains owned 72.8% of Bamboo on a basic shares outstanding basis (63.7% on a fully-diluted/fully-converted basis, taking account of management’s equity incentives), while Bamboo management owned 16.1% of basic shares outstanding (26.6% on a fully-diluted/fully-converted basis, taking account of management’s equity incentives).

White Mountains recognized total assets acquired related to the Bamboo Transaction of $479.5 million, total liabilities assumed of $91.7 million and noncontrolling interest of $111.1 million reflecting acquisition date fair values. Total assets acquired included $371.4 million of goodwill and other intangible assets. In connection with the acquisition, White Mountains incurred transaction costs of $4.0 million in Other Operations, of which $0.3 million were expensed in the first quarter of 2024.

The following presents additional details of the assets acquired and liabilities assumed as of the January 2, 2024 acquisition date:

Millions	As of January 2, 2024
Fixed maturity investments, at fair value	$	8.2
Short-term investments, at fair value	9.3
Cash (restricted $37.0)	44.9		(1)
Premiums and commissions receivable	38.0
Other assets	7.7
Total tangible assets	108.1
Loss and loss adjustment expense reserves	(9.3)
Unearned insurance premiums	(20.1)
Premiums and commissions payable	(49.2)
Other liabilities	(13.1)
Total tangible liabilities	(91.7)
Net tangible assets acquired	16.4
Goodwill	270.4
Other intangible assets	101.0
Total goodwill and other intangible assets	371.4
Net assets acquired	$	387.8

(1) Cash excludes the White Mountains cash contribution of $20.0 as part of the Bamboo Transaction, which was not part of the purchase consideration.

Net tangible assets acquired and the resulting goodwill and other intangible assets were recorded at fair value using Level 3 inputs. The majority of the tangible assets acquired and liabilities assumed were recorded at their carrying values, as their carrying values approximated their fair values due to their short-term nature. The fair values of other intangible assets were internally estimated based primarily on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. White Mountains developed internal estimates for the expected future cash flows and discount rates used in the present value calculations. See Note 4 — “Goodwill and Other Intangible Assets.”

The value of the noncontrolling interest is recorded at the acquisition date fair value, based on the valuation implied in the Bamboo Transaction.

Bamboo’s segment income and expenses since acquisition are presented in Note 14 — “Segment Information.”

BAM

On July 1, 2024, HG Re and BAM amended the terms of the FLRT with respect to certain governance rights held by HG Re. As a result, and in combination with other governance changes at BAM, White Mountains concluded that it no longer has the power to direct BAM’s activities that most significantly impact its economic performance and is no longer BAM’s primary beneficiary. Accordingly, effective July 1, 2024, White Mountains no longer consolidates BAM. See Note 15 — “Variable Interest Entities.” Through June 30, 2024, BAM’s results of operations were presented within the HG Global segment.

Upon deconsolidation, the BAM Surplus Notes met the criteria to be accounted for under the fair value option, which White Mountains elected. Accordingly, the BAM Surplus Notes, including accrued interest receivable, were carried at fair value of $387.4 million as of July 1, 2024, which resulted in an unrealized loss on deconsolidation of $114.5 million. This fair value included the impact of a discount for the time value of money, which was previously included in adjusted book value per share as a non-GAAP adjustment to book value per share. See Note 10 — “Municipal Bond Guarantee Reinsurance” for the valuation techniques and inputs utilized to determine the fair value of the BAM Surplus Notes.

WM Outrigger Re

During the fourth quarter of 2022, Ark sponsored the formation of Outrigger Re Ltd., a Bermuda company registered as a special purpose insurer and segregated accounts company, to provide reinsurance capacity to Ark. Outrigger Re Ltd. was initially capitalized with $250.0 million of preference shares for business written in the 2023 underwriting year, of which White Mountains contributed $205.0 million. The remaining capital was provided by third-party investors. Outrigger Re Ltd. entered into collateralized quota share agreements with GAIL to provide reinsurance protection on Ark’s Bermuda global property catastrophe excess of loss portfolio written for the 2023 underwriting year. The proceeds from the issuance of the preference shares were deposited into collateral trust accounts to fund any potential obligations under the reinsurance agreements with GAIL. Outrigger Re Ltd.’s obligations under the reinsurance agreements with GAIL are subject to an aggregate limit equal to the assets in the collateral trusts at any point in time. The terms of the reinsurance agreements are renewable upon the mutual agreement of Ark and the applicable preference shareholder of Outrigger Re Ltd.

During the fourth quarter of 2023, Ark renewed Outrigger Re Ltd. for the 2024 underwriting year with $250.0 million of capital. White Mountains rolled over $130.0 million from its commitment to the 2023 underwriting year and received a return of capital of $75.0 million during 2024 as a result of its reduced capital commitment. The remaining capital was provided by third-party investors.

During the fourth quarter of 2024, Ark renewed Outrigger Re Ltd. for the 2025 underwriting year with $230.0 million of capital. White Mountains’s total commitment was $150.0 million, of which $130.0 million was rolled over from its commitment to the 2024 underwriting year. The remaining capital was provided by third-party investors. The reduced capacity at Outrigger Re Ltd. was replaced by Ark through traditional quota share reinsurance agreements.

White Mountains owns 100% of the preference shares linked to its segregated account, WM Outrigger Re. White Mountains consolidates WM Outrigger Re’s results in its financial statements. WM Outrigger Re’s quota share reinsurance agreement with GAIL eliminates in White Mountains’s consolidated financial statements.

During the six months ended June 30, 2024, White Mountains received a return of capital of $68.1 million from WM Outrigger Re as a result of its reduced capital commitment relating to the 2024 underwriting year. During 2024, WM Outrigger Re commuted its reinsurance agreement with GAIL for the 2023 underwriting year.

As of June 30, 2025 and December 31, 2024, WM Outrigger Re held investments of $220.2 million and $203.7 million in a collateral trust.

Enterprise Solutions

On April 1, 2025, White Mountains acquired a majority interest in Enterprise Solutions (the “Enterprise Solutions Transaction”). Enterprise Solutions provides specialty electrical contracting services to commercial and institutional customers. White Mountains funded the Enterprise Solutions Transaction through a combination of cash on hand and new borrowings by Enterprise Solutions. White Mountains paid $58.3 million of cash consideration, which included a post-acquisition contribution of $1.5 million, and Enterprise Solutions borrowed $15.0 million in new debt as part of the transaction. At closing, White Mountains owned 65.5% of Enterprise Solutions on both a basic shares outstanding and fully-diluted/fully-converted basis, taking account of management’s equity incentives. This is the first acquisition by WTM Partners.

White Mountains recognized total assets acquired related to Enterprise Solutions of $176.6 million, total liabilities assumed of $74.4 million and noncontrolling interest of $30.7 million, reflecting provisional acquisition date fair values. Total assets acquired included $95.4 million of goodwill and other intangible assets. In connection with the acquisition, White Mountains incurred transaction costs of $3.0 million in Other Operations, of which $1.3 million was expensed in the second quarter of 2025.

Note 3.  Investment Securities

White Mountains’s portfolio of investment securities held for general investment purposes consists of fixed maturity investments, short-term investments, common equity securities, its investment in MediaAlpha and other long-term investments. White Mountains’s portfolio of fixed maturity investments, including those within short-term investments, is classified as trading securities. Trading securities are reported at fair value as of the balance sheet date. Short-term investments also include interest-bearing money market funds and certificates of deposit that are carried at fair value. White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments are measured at fair value. Other long-term investments consist primarily of unconsolidated entities, Kudu’s Participation Contracts, private equity funds and hedge funds, a bank loan fund, Lloyd’s trust deposits, insurance-linked securities (“ILS”) funds and private debt instruments. White Mountains has taken the fair value option for its equity method eligible investments. See Note 16 — “Equity Method Eligible Investments.” Net realized and unrealized investment gains (losses) are reported in pre-tax revenues.

Effective July 1, 2024, White Mountains no longer consolidates BAM. Through June 30, 2024, White Mountains’s consolidated financial statements included BAM’s investment results. See Note 2 — “Significant Transactions.”

Net Investment Income

White Mountains’s net investment income is comprised primarily of interest income associated with White Mountains’s fixed maturity investments and short-term investments, dividend income from common equity securities and distributions from other long-term investments.

The following table presents pre-tax net investment income for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Fixed maturity investments	$	26.8	$	23.2	$	53.8	$	43.9
Short-term investments	12.0		16.0		22.6		32.0
Common equity securities	.2		.6		.6		1.1
Other long-term investments	23.1		18.4		45.3		38.9
Total investment income	62.1		58.2		122.3		115.9
Third-party investment expenses	(.7)		(.8)		(1.3)		(1.5)
Net investment income, pre-tax	$	61.4	$	57.4	$	121.0	$	114.4

Net Realized and Unrealized Investment Gains (Losses)

The following table presents net realized and unrealized investment gains (losses) for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Realized investment gains (losses)
Fixed maturity investments	$	(1.8)	$	(2.9)	$	(1.9)	$	(8.7)
Short-term investments	.3		(.1)		.5		(.3)
Common equity securities	33.1		3.5		67.7		3.5
Investment in MediaAlpha	—		91.2		—		91.2
Other long-term investments	6.2		29.2		11.8		29.5
Net realized investment gains (losses)	37.8		120.9		78.1		115.2
Unrealized investment gains (losses)
Fixed maturity investments	17.2		.3		39.4		(7.2)
Short-term investments	.5		(.1)		.5		(1.1)
Common equity securities	(9.5)		15.8		(31.6)		38.9
Investment in MediaAlpha	30.5		(230.4)		(6.1)		(19.7)
Other long-term investments	40.8		33.3		87.0		40.5
Net unrealized investment gains (losses)	79.5		(181.1)		89.2		51.4
Net realized and unrealized investment gains (losses) (1)	$	117.3	$	(60.2)	$	167.3	$	166.6
Fixed maturity and short-term investments
Net realized and unrealized investment gains (losses)	$	16.2	$	(2.8)	$	38.5	$	(17.3)
Less: net realized and unrealized gains (losses) on investment<br>   securities sold during the period	(.6)		.3		1.1		(.3)
Net unrealized investment gains (losses) recognized during the period on<br><br>investment securities held at the end of the period	$	16.8	$	(3.1)	$	37.4	$	(17.0)
Common equity securities and investment in MediaAlpha
Net realized and unrealized investment gains (losses) on common <br>   equity securities	$	23.6	$	19.3	$	36.1	$	42.4
Net realized and unrealized investment gains (losses) from<br>    investment in MediaAlpha	30.5		(139.2)		(6.1)		71.5
Total net realized and unrealized investment gains (losses)	54.1		(119.9)		30.0		113.9
Less: net realized and unrealized gains (losses) on investment <br>   securities sold during the period	9.4		(11.0)		6.4		35.4
Net unrealized investment gains (losses) recognized during the period on <br>   investment securities held at the end of the period	$	44.7	$	(108.9)	$	23.6	$	78.5

(1) For the three months ended June 30, 2025 and 2024, includes $30.1 and $(0.3) of net realized and unrealized investment gains (losses) related to foreign currency exchange. For the six months ended June 30, 2025 and 2024, includes $37.3 and $(11.8) of net realized and unrealized investment gains (losses) related to foreign currency exchange.

The following table presents total net unrealized gains (losses) attributable to Level 3 investments for the three and six months ended June 30, 2025 and 2024 for investments still held at the end of the period:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Total net unrealized investment gains on other long-term investments held at the end of period, pre-tax	$	18.4	$	57.5	$	63.4	$	51.3

Investment Holdings

The following tables present the cost or amortized cost, gross unrealized investment gains (losses), net foreign currency gains (losses) and carrying value of White Mountains’s fixed maturity investments as of June 30, 2025 and December 31, 2024:

	June 30, 2025
Millions	Cost or<br>Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Net Foreign<br>Currency Gains (Losses)		Carrying<br>Value
U.S. Government and agency obligations	$	480.8	$	2.0	$	(.3)	$	—	$	482.5
Debt securities issued by corporations	1,419.4		11.1		(17.0)		(.3)		1,413.2
Municipal obligations	3.2		—		—		—		3.2
Mortgage and asset-backed securities	421.9		1.5		(20.9)		—		402.5
Collateralized loan obligations	303.0		.9		(.1)		3.0		306.8
Foreign government and agency obligations	26.0		.2		—		1.5		27.7
Total fixed maturity investments	$	2,654.3	$	15.7	$	(38.3)	$	4.2	$	2,635.9
	December 31, 2024
---	---	---	---	---	---	---	---	---	---	---
Millions	Cost or<br>Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Net Foreign<br>Currency<br>Gains (Losses)		Carrying<br>Value
U.S. Government and agency obligations	$	461.8	$	1.1	$	(.8)	$	—	$	462.1
Debt securities issued by corporations	1,444.5		4.6		(31.4)		(3.5)		1,414.2
Municipal obligations	3.2		—		—		—		3.2
Mortgage and asset-backed securities	400.2		.2		(26.5)		—		373.9
Collateralized loan obligations	237.3		1.2		(.2)		(1.6)		236.7
Foreign government and agency obligations	22.2		—		(.1)		(.6)		21.5
Total fixed maturity investments	$	2,569.2	$	7.1	$	(59.0)	$	(5.7)	$	2,511.6

The following table presents the cost or amortized cost and carrying value of White Mountains’s fixed maturity investments by contractual maturity as of June 30, 2025 and December 31, 2024. Actual maturities could differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without penalties.

	June 30, 2025				December 31, 2024
Millions	Cost or Amortized Cost		Carrying Value		Cost or Amortized Cost		Carrying Value
Due in one year or less	$	399.9	$	398.2	$	205.8	$	203.9
Due after one year through five years	1,370.0		1,371.4		1,494.5		1,478.7
Due after five years through ten years	149.7		147.1		206.1		193.2
Due after ten years	9.8		9.9		25.3		25.2
Mortgage and asset-backed securities and<br>   collateralized loan obligations	724.9		709.3		637.5		610.6
Total fixed maturity investments	$	2,654.3	$	2,635.9	$	2,569.2	$	2,511.6

The following tables present the cost or amortized cost, gross unrealized investment gains (losses), net foreign currency gains (losses) and carrying value of common equity securities, White Mountains’s investment in MediaAlpha and other long-term investments as of June 30, 2025 and December 31, 2024:

	June 30, 2025
Millions	Cost or<br>Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Net Foreign<br>Currency Gains (Losses)		Carrying<br>Value
Common equity securities	$	353.7	$	81.3	$	—	$	—	$	435.0
Investment in MediaAlpha	$	59.2	$	136.3	$	—	$	—	$	195.5
Other long-term investments	$	1,818.5	$	624.3	$	(126.0)	$	(9.7)	$	2,307.1
	December 31, 2024
---	---	---	---	---	---	---	---	---	---	---
Millions	Cost or<br>Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Net Foreign<br>Currency<br>Gains (Losses)		Carrying<br>Value
Common equity securities	$	537.0	$	120.4	$	—	$	(7.4)	$	650.0
Investment in MediaAlpha	$	59.2	$	142.4	$	—	$	—	$	201.6
Other long-term investments	$	1,748.7	$	546.4	$	(116.7)	$	(28.2)	$	2,150.2

Fair Value Measurements

Fair value measurements are categorized into a hierarchy that distinguishes between inputs based on market data from independent sources (observable inputs) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (unobservable inputs). Quoted prices in active markets for identical assets or liabilities have the highest priority (Level 1), followed by observable inputs other than quoted prices, including prices for similar but not identical assets or liabilities (Level 2) and unobservable inputs, including the reporting entity’s estimates of the assumptions that market participants would use, having the lowest priority (Level 3). See Note 17 — “Fair Value of Financial Instruments.”

Fair Value Measurements By Level

The following tables present White Mountains’s fair value measurements for investments as of June 30, 2025 and December 31, 2024 by level. The major security types were based on the legal form of the securities. White Mountains has disaggregated its fixed maturity investments based on the issuing entity type, which impacts credit quality, with debt securities issued by U.S. government entities carrying minimal credit risk, while the credit and other risks associated with other issuers, such as corporations, foreign governments and agencies, municipalities, entities issuing mortgage and asset-backed securities or entities issuing collateralized loan obligations vary depending on the nature of the issuing entity type. White Mountains further disaggregates debt securities issued by corporations by industry sector because investors often reference commonly used benchmarks and their subsectors to monitor risk and performance. Accordingly, White Mountains has further disaggregated this asset class into subclasses based on the similar sectors and industry classifications it uses to evaluate investment risk and performance against commonly used benchmarks, such as the Bloomberg U.S. Intermediate Aggregate Index.

	June 30, 2025
Millions	Fair Value		Level 1		Level 2		Level 3
Fixed maturity investments:
U.S. Government and agency obligations	$	482.5	$	481.7	$	.8	$	—
Debt securities issued by corporations:
Financials	494.4		—		494.4		—
Consumer	270.3		—		270.3		—
Industrial	160.3		—		160.3		—
Healthcare	156.3		—		156.3		—
Technology	94.9		—		94.9		—
Energy	62.9		—		62.9		—
Communications	62.1		—		62.1		—
Utilities	56.7		—		56.7		—
Materials	55.3		—		55.3		—
Total debt securities issued by corporations	1,413.2		—		1,413.2		—
Municipal obligations	3.2		—		3.2		—
Mortgage and asset-backed securities	402.5		—		402.5		—
Collateralized loan obligations	306.8		—		306.8		—
Foreign government and agency obligations	27.7		—		27.7		—
Total fixed maturity investments	2,635.9		481.7		2,154.2		—
Short-term investments	1,225.1		1,193.6		31.5		—
Common equity securities (1)	435.0		—		435.0		—
Investment in MediaAlpha	195.5		195.5		—		—
Other long-term investments	1,424.8		—		32.0		1,392.8
Other long-term investments — net asset value (2)	882.3		—		—		—
Total other long-term investments	2,307.1		—		32.0		1,392.8
Total investments	$	6,798.6	$	1,870.8	$	2,652.7	$	1,392.8

(1) Consists of investments in listed funds that predominantly invest in international equities.

(2) Consists of private equity funds and hedge funds, a bank loan fund, Lloyd’s trust deposits and ILS funds for which fair value is measured using net asset value (“NAV”) as a practical expedient. Investments for which fair value is measured at NAV are not classified within the fair value hierarchy.

	December 31, 2024
Millions	Fair Value		Level 1		Level 2		Level 3
Fixed maturity investments:
U.S. Government and agency obligations	$	462.1	$	461.3	$	.8	$	—
Debt securities issued by corporations:
Financials	466.7		—		466.7		—
Consumer	255.2		—		255.2		—
Industrial	164.4		—		164.4		—
Healthcare	153.1		—		153.1		—
Technology	113.8		—		113.8		—
Energy	62.8		—		62.8		—
Communications	71.6		—		71.6		—
Utilities	60.9		—		60.9		—
Materials	65.7		—		65.7		—
Total debt securities issued by corporations	1,414.2		—		1,414.2		—
Municipal obligations	3.2		—		3.2		—
Mortgage and asset-backed securities	373.9		—		373.9		—
Collateralized loan obligations	236.7		—		236.7		—
Foreign government and agency obligations	21.5		—		21.5		—
Total fixed maturity investments	2,511.6		461.3		2,050.3		—
Short-term investments	964.2		951.1		13.1		—
Common equity securities:
Exchange-traded funds	224.6		224.6		—		—
Other (1)	425.4		—		425.4		—
Total common equity securities	650.0		224.6		425.4		—
Investment in MediaAlpha	201.6		201.6		—		—
Other long-term investments	1,286.2		—		23.5		1,262.7
Other long-term investments — NAV (2)	864.0		—		—		—
Total other long-term investments	2,150.2		—		23.5		1,262.7
Total investments	$	6,477.6	$	1,838.6	$	2,512.3	$	1,262.7

(1) Consists of investments in listed funds that predominantly invest in international equities.

(2) Consists of private equity funds and hedge funds, a bank loan fund, Lloyd’s trust deposits and ILS funds for which fair value is measured using NAV as a practical expedient. Investments for which fair value is measured at NAV are not classified within the fair value hierarchy.

Investments Held on Deposit or as Collateral

Lloyd’s trust deposits are generally required of Lloyd's syndicates to protect policyholders in non-U.K. markets and are pledged into Lloyd’s trust accounts to provide a portion of the capital needed to support obligations at Lloyd’s. As of June 30, 2025 and December 31, 2024, Ark held Lloyd’s trust deposits with a fair value of $159.0 million and $149.9 million.

The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit (“Funds at Lloyd’s”) in the form of cash, securities or letters of credit in an amount determined by Lloyd’s. The amount of such deposit is calculated for each member through an annual capital adequacy determination by Lloyd’s. As of June 30, 2025 and December 31, 2024, the fair value of Ark’s Funds at Lloyd’s cash and investment deposits totaled $357.8 million and $361.5 million.

As of June 30, 2025 and December 31, 2024, Ark held additional investments on deposit or as collateral for insurance regulators and reinsurance counterparties of $243.1 million and $226.5 million.

As of June 30, 2025 and December 31, 2024, investments of $220.2 million and $203.7 million were held in a collateral trust account required to be maintained in relation to WM Outrigger Re’s reinsurance agreement with GAIL.

Ark is required to pledge collateral under its standby letters of credit. See Note 7 — “Debt.”

HG Re is required to maintain assets, including investments, in collateral trusts under the FLRT with BAM. See Note 10 — “Municipal Bond Guarantee Reinsurance - Collateral Trusts.”

HG Global is required to maintain an interest reserve account in connection with its senior notes issued in 2022. See Note 7 — “Debt.”

Kudu is required to maintain an interest reserve account in connection with its credit facility. See Note 7 - “Debt.”

As of June 30, 2025 and December 31, 2024, investments of $41.9 million and $32.2 million were held as collateral required to be maintained in relation to the Bamboo Captive’s reinsurance agreements.

As of June 30, 2025 and December 31, 2024, investments of $41.3 million and $46.7 million were held as collateral required to be maintained in relation to the Bamboo CRV’s reinsurance agreements.

Debt Securities Issued by Corporations

The following table presents the fair values for credit ratings of debt securities issued by corporations held in White Mountains’s investment portfolio as of June 30, 2025 and December 31, 2024:

	Fair Value at
Millions	June 30, 2025		December 31, 2024
AAA	$	12.1	$	14.6
AA	88.6		91.2
A	667.1		607.2
BBB	631.5		688.7
BB	5.8		5.4
Other	8.1		7.1
Debt securities issued by corporations (1)	$	1,413.2	$	1,414.2

(1)    Credit ratings are based upon issuer credit ratings provided by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”), or if unrated by Standard & Poor’s, long-term obligation ratings provided by Moody’s Investor Service, Inc.

Mortgage and Asset-backed Securities and Collateralized Loan Obligations

The following table presents the fair value of White Mountains’s mortgage and asset-backed securities and collateralized loan obligations as of June 30, 2025 and December 31, 2024:

	June 30, 2025						December 31, 2024
Millions	Fair Value		Level 2		Level 3		Fair Value		Level 2		Level 3
Mortgage-backed securities:
Agency:
FNMA	$	200.9	$	200.9	$	—	$	198.3	$	198.3	$	—
FHLMC	144.1		144.1		—		147.1		147.1		—
GNMA	23.3		23.3		—		24.2		24.2		—
Total agency (1)	368.3		368.3		—		369.6		369.6		—
Non-agency: Commercial	.4		.4		—		.4		.4		—
Total non-agency	.4		.4		—		.4		.4		—
Total mortgage-backed securities	368.7		368.7		—		370.0		370.0		—
Other asset-backed securities:
Vehicle receivables	17.9		17.9		—		1.7		1.7		—
Credit card receivables	10.6		10.6		—		.2		.2		—
Other	5.3		5.3		—		2.0		2.0		—
Total other asset-backed securities	33.8		33.8		—		3.9		3.9		—
Total mortgage and asset-backed securities	402.5		402.5		—		373.9		373.9		—
Collateralized loan obligations	306.8		306.8		—		236.7		236.7		—
Total mortgage and asset-backed securities <br>   and collateralized loan obligations	$	709.3	$	709.3	$	—	$	610.6	$	610.6	$	—

(1)    Represents publicly traded mortgage-backed securities which carry the full faith and credit guaranty of the U.S. Government (i.e., GNMA) or are guaranteed by a government sponsored entity (i.e., FNMA, FHLMC).

As of June 30, 2025 and December 31, 2024, White Mountains’s investment portfolio included $306.8 million and $236.7 million of collateralized loan obligations that are within the senior tranches of their respective fund securitization structures. All of White Mountains’s collateral loan obligations were rated AAA or AA as of June 30, 2025 and December 31, 2024.

Investment in MediaAlpha

White Mountains’s investment in MediaAlpha is accounted for at fair value based on the publicly traded share price of MediaAlpha’s common stock and is presented as a separate line item on the balance sheet.

During the second quarter of 2024, MediaAlpha completed a secondary offering of 7.6 million shares at $19.00 per share ($18.24 per share net of underwriting fees). In the secondary offering, White Mountains sold 5.0 million shares for net proceeds of $91.2 million.

As of June 30, 2025, White Mountains owned 17.9 million shares of MediaAlpha, representing a 26.3% basic ownership interest (24.3% on a fully-diluted/fully-converted basis). See Note 16 — “Equity Method Eligible Investments.” At White Mountains’s June 30, 2025 level of ownership, each $1.00 per share increase or decrease in the share price of MediaAlpha will result in an approximate $7.00 per share increase or decrease in White Mountains’s book value per share. At the June 30, 2025 share price of $10.95 per share, the fair value of White Mountains’s investment in MediaAlpha was $195.5 million. At the December 31, 2024 share price of $11.29 per share, the fair value of White Mountains’s investment in MediaAlpha was $201.6 million.

Other Long-Term Investments

The following tables present the carrying values of White Mountains’s other long-term investments by reportable segment as of June 30, 2025 and December 31, 2024:

	Fair Value as of June 30, 2025
Millions	Ark/ WM Outrigger		Kudu		Other		Total
Kudu’s Participation Contracts	$	—	$	1,121.1	$	—	$	1,121.1
PassportCard/DavidShield	—		—		155.0		155.0
Elementum	—		—		35.0		35.0
Other unconsolidated entities (1)	—		—		77.2		77.2
Total unconsolidated entities	—		1,121.1		267.2		1,388.3
Private equity funds and hedge funds	142.6		—		220.5		363.1
Bank loan fund	270.9		—		—		270.9
Lloyd’s trust deposits	159.0		—		—		159.0
ILS funds	—		—		73.6		73.6
Private debt instruments	—		6.1		9.5		15.6
Other	36.6		—		—		36.6
Total other long-term investments	$	609.1	$	1,127.2	$	570.8	$	2,307.1

(1) Includes White Mountains’s noncontrolling equity interests in certain preferred securities, private equity securities, limited liability company units and limited partnership units.

	Fair Value as of December 31, 2024
Millions	Ark/ WM Outrigger		Kudu		Other		Total
Kudu’s Participation Contracts	$	—	$	1,008.4	$	—	$	1,008.4
PassportCard/DavidShield	—		—		150.0		150.0
Elementum	—		—		35.0		35.0
Other unconsolidated entities (1)	—		—		63.6		63.6
Total unconsolidated entities	—		1,008.4		248.6		1,257.0
Private equity funds and hedge funds	104.1		—		256.5		360.6
Bank loan fund	264.7		—		—		264.7
Lloyd’s trust deposits	149.9		—		—		149.9
ILS funds	—		—		74.0		74.0
Private debt instruments	—		5.6		9.3		14.9
Other	29.1		—		—		29.1
Total other long-term investments	$	547.8	$	1,014.0	$	588.4	$	2,150.2

(1) Includes White Mountains’s noncontrolling equity interests in certain preferred securities, limited liability company units, limited partnership units and SAFE investments.

Private Equity Funds and Hedge Funds

White Mountains invests in private equity funds and hedge funds, which are included in other long-term investments. The fair value of these investments is generally estimated using the NAV of the funds. As of June 30, 2025, White Mountains held investments in seventeen private equity funds and two hedge funds. The largest investment in a single private equity fund or hedge fund was $84.1 million and $59.2 million as of June 30, 2025 and December 31, 2024.

The following table presents the fair value of investments and unfunded commitments in private equity funds and hedge funds by investment objective and sector as of June 30, 2025 and December 31, 2024:

	June 30, 2025				December 31, 2024
Millions	Fair Value		Unfunded<br>Commitments		Fair Value		Unfunded<br>Commitments
Private equity funds
Aerospace/Defense/Government	$	137.2	$	46.3	$	152.4	$	49.3
Financial services	106.2		25.9		93.4		32.0
Real estate	3.6		2.2		3.7		2.4
Total private equity funds	247.0		74.4		249.5		83.7
Hedge funds
Long/short all cap global	84.1		—		52.0		—
Long/short equity financials and business services	32.0		—		59.2		—
Total hedge funds	116.1		—		111.2		—
Total private equity funds and hedge funds	$	363.1	$	74.4	$	360.7	$	83.7

Investments in private equity funds are generally subject to a lock-up period during which investors may not request a redemption. Distributions prior to the expected termination date of the fund may be limited to dividends or proceeds arising from the liquidation of the fund’s underlying investments. In addition, certain private equity funds have the option to extend the lock-up period.

The following table presents investments in private equity funds that were subject to lock-up periods as of June 30, 2025:

Millions	1 – 3 years	3 – 5 years	5 – 10 years	>10 years	Total
Private equity funds — expected lock-up period remaining	$52.9	$14.2	$153.1	$26.8	$247.0

Investors in private equity funds are generally subject to indemnification obligations outside of the capital commitment period and prior to the winding up of the fund. As of June 30, 2025 and December 31, 2024, White Mountains is not aware of any indemnification claims relating to its investments in private equity funds.

Redemption of investments in most hedge funds is subject to restrictions, including lock-up periods where no redemptions or withdrawals are allowed, restrictions on redemption frequency and advance notice periods for redemptions. Amounts requested for redemptions remain subject to market fluctuations until the redemption effective date, which generally falls at the end of the defined redemption period. White Mountains’s hedge fund investments are subject to monthly and quarterly restrictions on redemptions and advance written redemption notice period requirements that range between 45 and 90 calendar days.

Bank Loan Fund

White Mountains’s other long-term investments include a bank loan fund with a fair value of $270.9 million and $264.7 million as of June 30, 2025 and December 31, 2024. The fair value of this investment is estimated using the NAV of the fund. The bank loan fund’s investment objective is to provide, on an unleveraged basis, high current income consistent with preservation of capital and low duration. The bank loan fund primarily invests in a broad portfolio of U.S. dollar-denominated, non-investment grade, floating-rate senior secured loans and may invest in other financial instruments, such as secured and unsecured corporate debt, credit default swaps, reverse repurchase agreements, synthetic indices and cash and cash equivalents.

The investment in the bank loan fund is subject to restrictions on redemption frequency and advance notice periods for redemptions. Amounts requested for redemptions remain subject to market fluctuations until the redemption effective date, which generally falls at the end of the defined redemption period. White Mountains may redeem all or a portion of its bank loan fund investment as of any calendar month-end upon 15 calendar days advanced written notice.

Lloyd’s Trust Deposits

White Mountains’s other long-term investments include Lloyd’s trust deposits, which consist of non-U.K. deposits and Canadian comingled pooled funds. The Lloyd’s trust deposits invest primarily in short-term government securities, agency securities and corporate bonds held in trusts that are managed by Lloyd's of London. These investments are generally required of Lloyd's syndicates to protect policyholders in non-U.K. markets and are pledged into Lloyd’s trust accounts to provide a portion of the capital needed to support obligations at Lloyd’s. The fair value of the Lloyd’s trust deposits is generally estimated using the NAV of the funds. As of June 30, 2025 and December 31, 2024, White Mountains held Lloyd’s trust deposits with a fair value of $159.0 million and $149.9 million.

ILS Funds

White Mountains’s other long-term investments include ILS fund investments. The fair value of these investments is generally estimated using the NAV of the funds. As of June 30, 2025 and December 31, 2024, White Mountains held investments in ILS funds with a fair value of $73.6 million and $74.0 million.

Investments in ILS funds are generally subject to restrictions, including lock-up periods where no redemptions or withdrawals are allowed, non-renewal clauses, restrictions on redemption frequency and advance notice periods for redemptions. From time to time, natural catastrophe, liquidity, market or other events will occur that make the determination of fair value for underlying investments in ILS funds less certain due to the potential for loss development. In such circumstances, the impacted investments may be subject to additional lock-up provisions.

ILS funds are typically subject to monthly and annual restrictions on redemptions and advance redemption notice period requirements that range between 30 and 90 calendar days. Amounts requested for redemption remain subject to market fluctuations until the redemption effective date, which is generally at the end of the defined redemption period or when the underlying investment has fully matured or been commuted.

Rollforward of Level 3 Investments

Level 3 measurements as of June 30, 2025 and 2024 consist of securities for which the estimated fair value has not been determined based upon quoted market price inputs for identical or similar securities. The following table presents the changes in White Mountains’s fair value measurements for Level 3 investments for the six months ended June 30, 2025 and 2024:

Level 3 Investments
Millions	Other Long-term<br>Investments			Other Long-term<br>Investments
Balance as of December 31, 2024	$	1,262.7	Balance as of December 31, 2023	$	1,138.2
Net realized and unrealized gains	63.4		Net realized and unrealized gains	48.6
Purchases and contributions	68.4		Purchases and contributions	.4
Sales and distributions	(1.7)		Sales and distributions	(41.4)
Transfers in	—		Transfers in	—
Transfers out	—		Transfers out	—
Balance as of June 30, 2025	$	1,392.8	Balance as of June 30, 2024	$	1,145.8

Significant Unobservable Inputs

The following tables present significant unobservable inputs used in estimating the fair value of White Mountains’s other long-term investments, classified within Level 3 as of June 30, 2025 and December 31, 2024. The tables below exclude $11.7 million and $23.4 million of Level 3 other long-term investments generally valued based on recent or expected transaction prices. The fair value of investments in private equity funds and hedge funds, bank loan funds, Lloyd’s trust deposits and ILS funds are generally estimated using the NAV of the funds.

$ in Millions	June 30, 2025
Description	Valuation Technique(s) (1)	Fair Value (2)	Unobservable Inputs
			Discount Rate (5)	Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (5)
Kudu’s Participation Contracts (3)(4)	Discounted cash flow	$1,121.1	17% - 25%	7x - 22x
PassportCard/DavidShield	Discounted cash flow	$155.0	24%	4%
Elementum	Discounted cash flow	$35.0	22%	4%
Preferred securities	Discounted cash flow	$32.9	8%	N/A
Private equity securities	Discounted cash flow	$21.9	35%	4%
Private debt instruments	Discounted cash flow	$15.2	11% - 12%	N/A

(1) Key inputs to the discounted cash flow analysis generally include projections of future revenue and earnings, discount rates and terminal exit multiples or growth rates.

(2) Includes the net unrealized investment gains (losses) associated with foreign currency; foreign currency effects based on observable inputs.

(3) Since Kudu’s Participation Contracts are not subject to corporate taxes within Kudu Investment Management, LLC, pre-tax discount rates are applied to pre-tax cash flows in determining fair values. The weighted average discount rate and weighted average terminal cash flow exit multiple applied to Kudu’s Participation Contracts was 19% and 14x.

(4) In the first six months of 2025, Kudu deployed a total of $68.2 into new and existing Participation Contracts.

(5) Increases (decreases) to the discount rates in isolation would result in lower (higher) fair value measurements, while increases (decreases) to the terminal cash flow exit multiples or terminal revenue growth rates in isolation would result in higher (lower) fair value measurements.

$ in Millions	December 31, 2024
Description	Valuation Technique(s) (1)	Fair Value (2)	Unobservable Inputs
			Discount Rate (5)	Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (5)
Kudu’s Participation Contracts (3)(4)	Discounted cash flow	$1,008.4	17% - 25%	7x - 22x
PassportCard/DavidShield	Discounted cash flow	$150.0	24%	4%
Elementum	Discounted cash flow	$35.0	22%	4%
Preferred securities	Discounted cash flow	$31.4	9%	N/A
Private debt instruments	Discounted cash flow	$14.5	11% - 12%	N/A

(1) Key inputs to the discounted cash flow analysis generally include projections of future revenue and earnings, discount rates and terminal exit multiples or growth rates.

(2) Includes the net unrealized investment gains (losses) associated with foreign currency; foreign currency effects based on observable inputs.

(3) Since Kudu’s Participation Contracts are not subject to corporate taxes within Kudu Investment Management, LLC, pre-tax discount rates are applied to pre-tax cash flows in determining fair values. The weighted average discount rate and weighted average terminal cash flow exit multiple applied to Kudu’s Participation Contracts was 19% and 14x.

(4) In 2024, Kudu contributed total cash of $103.5 into new and existing Participation Contracts.

(5) Increases (decreases) to the discount rates in isolation would result in lower (higher) fair value measurements, while increases (decreases) to the terminal cash flow exit multiples or terminal revenue growth rates in isolation would result in higher (lower) fair value measurements.

Note 4. Goodwill and Other Intangible Assets

White Mountains accounts for business combinations using the acquisition method. Under the acquisition method, White Mountains recognizes and measures the assets acquired, including other intangible assets, and liabilities assumed, including contingent consideration liabilities, at their estimated fair values as of the acquisition date. Goodwill represents the excess of the amount paid to acquire a business over the fair value of identifiable net assets at the acquisition date. The estimated acquisition date fair values, generally consisting of intangible assets and contingent consideration liabilities, may be recorded at provisional amounts in circumstances where the information necessary to complete the acquisition accounting is not available at the reporting date. Any such provisional amounts are finalized as measurement period adjustments within one year of the acquisition date.

The following table presents the economic life, acquisition date fair value, accumulated amortization and net carrying value for other intangible assets and goodwill as of June 30, 2025 and December 31, 2024:

in Millions	Weighted Average Economic<br> Life <br>(in years)	June 30, 2025						December 31, 2024
		Accumulated Amortization		Net Carrying Value		Acquisition Date Fair Value		Accumulated Amortization				Net Carrying Value
Goodwill:
Ark	N/A	$	116.8	$	—	$	116.8	$	116.8	$	—		$	116.8
Kudu	N/A	7.6		—		7.6		7.6		—			7.6
Bamboo	N/A	270.4		—		270.4		270.4		—			270.4
Other Operations (1)	N/A	139.8		—		139.8		44.4		—			44.4
Total goodwill		534.6		—		534.6		439.2		—			439.2
Other intangible assets:
Ark
Underwriting capacity	N/A	175.7		—		175.7		175.7		—			175.7
Kudu
Trade names	7.0	2.2		2.0		.2		2.2		1.8			.4
Bamboo
Trade names	10.0	23.5		3.5		20.0		23.5		2.3			21.2
Agency relationships	6.0	72.4		18.1		54.3		72.4		12.1			60.3
Developed technology	3.0	4.7		2.4		2.3		4.7		1.6			3.1
Other	0.3	.4		.4		—		.4		.4			—
Subtotal		101.0		24.4		76.6		101.0		16.4			84.6
Other Operations (1)
Trade names	13.3	13.3		6.3		7.0		13.3		5.6			7.7
Customer relationships	10.9	24.8		14.9		9.9		24.8		13.6			11.2
Other	11.8	3.1		1.7		1.4		3.1		1.6			1.5
Subtotal		41.2		22.9		18.3		41.2		20.8			20.4
Total other intangible assets		320.1		49.3		270.8		320.1		39.0			281.1
Total goodwill and other intangible assets		$	854.7	$	49.3	$	805.4	$	759.3	$	39.0		$	720.3

All values are in US Dollars.

(1) The relative fair values of goodwill and other intangible assets recognized in connection with the Enterprise Solutions Transaction had not yet been finalized; accordingly, all amounts were reflected as goodwill as of June 30, 2025. See Note 2 — “Significant Transactions.”

Rollforward of Goodwill and Other Intangible Assets

The following tables present the change in goodwill and other intangible assets for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,
	2025						2024
Millions	Goodwill		Other Intangible Assets		Total Goodwill and Other Intangible Assets		Goodwill		Other Intangible Assets		Total Goodwill and Other Intangible Assets
Beginning balance	$	439.2	$	275.9	$	715.1	$	439.2	$	297.4	$	736.6
Acquisition of businesses (1)	95.4		—		95.4		—		—		—
Amortization	—		(5.1)		(5.1)		—		(5.6)		(5.6)
Ending balance	$	534.6	$	270.8	$	805.4	$	439.2	$	291.8	$	731.0

(1) During the three months ended June 30, 2025, amounts relate to the Enterprise Solutions Transaction, for which the relative fair values of goodwill and other intangible assets had not yet been finalized; accordingly, all amounts were reflected as goodwill as of June 30, 2025. See Note 2 — “Significant Transactions.”

	Six Months Ended June 30,
	2025						2024
Millions	Goodwill		Other Intangible Assets		Total Goodwill and Other Intangible Assets		Goodwill		Other Intangible Assets		Total Goodwill and Other Intangible Assets
Beginning balance	$	439.2	$	281.1	$	720.3	$	168.8	$	201.8	$	370.6
Acquisitions of businesses (1)	95.4		—		95.4		270.4		101.0		371.4
Acquisitions of intangible assets (2)	—		—		—		—		.3		.3
Amortization	—		(10.3)		(10.3)		—		(11.3)		(11.3)
Ending balance	$	534.6	$	270.8	$	805.4	$	439.2	$	291.8	$	731.0

(1) During the six months ended June 30, 2025, amounts relate to the Enterprise Solutions Transaction, for which the relative fair values of goodwill and other intangible assets had not yet been finalized; accordingly, all amounts were reflected as goodwill as of June 30, 2025. During the six months ended June 30, 2024, amounts relate to the Bamboo Transaction, for which the relative fair values of goodwill and other intangible assets had not yet been finalized as of June 30, 2024. See Note 2 — “Significant Transactions.”

(2) Relates to acquisitions within Other Operations.

During the three and six months ended and 2024, White Mountains did not recognize any impairments to goodwill and other intangible assets.

Note 5.  Loss and Loss Adjustment Expense Reserves

P&C Insurance and Reinsurance

The following table summarizes the loss and loss adjustment expense (“LAE”) reserve activity of the Ark/WM Outrigger segment for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Gross beginning balance	$	2,253.9	$	1,744.5	$	2,127.5	$	1,605.1
Less: beginning reinsurance recoverable on unpaid<br><br>losses	(480.6)		(404.5)		(434.4)		(340.8)
Net loss and LAE reserves	1,773.3		1,340.0		1,693.1		1,264.3
Loss and LAE incurred relating to:
Current year losses	181.1		182.6		467.4		362.9
Prior year losses	(17.1)		(6.9)		(69.9)		(7.2)
Net incurred loss and LAE	164.0		175.7		397.5		355.7
Loss and LAE paid relating to:
Current year losses	(29.5)		(4.3)		(112.7)		(8.3)
Prior year losses	(104.0)		(78.8)		(179.8)		(175.5)
Net paid loss and LAE	(133.5)		(83.1)		(292.5)		(183.8)
Foreign currency translation and other adjustments<br><br>to loss and LAE reserves	16.2		(1.0)		21.9		(4.6)
Net ending balance	1,820.0		1,431.6		1,820.0		1,431.6
Plus: ending reinsurance recoverable on unpaid<br><br>losses	468.5		458.5		468.5		458.5
Gross ending balance	$	2,288.5	$	1,890.1	$	2,288.5	$	1,890.1

For the three and six months ended June 30, 2025, the Ark/WM Outrigger segment recognized $17.1 million and $69.9 million of net favorable prior year loss reserve development, driven primarily by favorable development in the property, marine & energy and specialty lines of business, partially offset by unfavorable development related to aviation losses from the conflict in Ukraine. For the three and six months ended June 30, 2024, the Ark/WM Outrigger segment recognized $6.9 million and $7.2 million of net favorable prior year loss reserve development driven primarily by the property line of business.

Financial Guarantee

As of June 30, 2025 and December 31, 2024, HG Re did not have any outstanding loss and LAE reserves. For the three and six months ended June 30, 2025 and 2024, HG Re did not recognize any incurred loss and LAE.

P&C Insurance Distribution

As of June 30, 2025 and December 31, 2024, the Bamboo Captive recorded loss and LAE reserves of $28.8 million and $17.8 million. For the three and six months ended June 30, 2025, the Bamboo Captive recognized incurred loss and LAE of $1.7 million and $12.6 million. For the three and six months ended June 30, 2024, the Bamboo Captive recognized incurred loss and LAE of $4.3 million and $10.1 million.

Other Operations

As of June 30, 2025 and December 31, 2024, the Bamboo CRV recorded loss and LAE reserves of $14.2 million and $12.1 million. For the three and six months ended June 30, 2025, the Bamboo CRV recognized incurred loss and LAE of $0.8 million and $18.2 million. For both the three and six months ended June 30, 2024, the Bamboo CRV recognized incurred loss and LAE of $3.9 million.

Note 6.  Third-Party Reinsurance

P&C Insurance and Reinsurance

In the normal course of business, Ark may seek to limit losses that may arise from catastrophes or other events by reinsuring certain risks with third-party reinsurers. Ark remains liable for risks reinsured in the event that the reinsurer does not honor its obligations under reinsurance contracts.

The following table summarizes the effects of reinsurance on written and earned premiums and loss and LAE for the Ark/WM Outrigger segment for the three and six months ended June 30, 2025 and 2024:

Millions	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Written premiums:
Direct	$	356.6	$	339.4	$	773.4	$	624.4
Assumed	458.6		357.6		1,149.4		944.7
Gross written premiums	815.2		697.0		1,922.8		1,569.1
Ceded (1)	(236.6)		(194.2)		(616.5)		(468.3)
Net written premiums	$	578.6	$	502.8	$	1,306.3	$	1,100.8
Earned premiums:
Direct	$	260.1	$	219.5	$	506.4	$	413.9
Assumed	209.0		180.3		423.1		372.7
Gross earned premiums	469.1		399.8		929.5		786.6
Ceded (2)	(104.9)		(81.5)		(207.3)		(165.5)
Net earned premiums	$	364.2	$	318.3	$	722.2	$	621.1
Loss and LAE:
Gross	$	197.0	$	248.7	$	520.2	$	502.0
Ceded (3)	(33.0)		(73.0)		(122.7)		(146.3)
Net loss and LAE	$	164.0	$	175.7	$	397.5	$	355.7

(1) The three months ended June 30, 2025 and 2024 exclude $42.6 and $38.9, and the six months ended June 30, 2025 and 2024 exclude $80.1 and $73.2 ceded by Ark to WM Outrigger Re, which eliminate in White Mountains’s consolidated financial statements.

(2) The three months ended June 30, 2025 and 2024 exclude $7.1 and $7.5, and the six months ended June 30, 2025 and 2024 exclude $19.1 and $17.8 ceded by Ark to WM Outrigger Re, which eliminate in White Mountains’s consolidated financial statements.

(3) The three months ended June 30, 2025 and 2024 exclude $1.7 and $(0.3), and the six months ended June 30, 2025 and 2024 exclude $21.9 and $0.4 ceded by Ark to WM Outrigger Re, which eliminate in White Mountains’s consolidated financial statements.

The following table presents the Ark/WM Outrigger segment’s reinsurance recoverables as of June 30, 2025 and December 31, 2024:

Millions	June 30, 2025		December 31, 2024
Reinsurance recoverables on unpaid losses (1)	$	468.5	$	434.4
Reinsurance recoverables on paid losses (2)	69.5		57.5
Ceded unearned premiums (3)	506.1		97.1
Reinsurance recoverables	$	1,044.1	$	589.0

(1) The reinsurance recoverables on unpaid losses exclude $33.7 and $31.8 ceded by Ark to WM Outrigger Re as of June 30, 2025 and December 31, 2024, which eliminate in White Mountains’s consolidated financial statements.

(2) The reinsurance recoverables on paid losses exclude $6.6 and $3.1 ceded by Ark to WM Outrigger Re as of June 30, 2025 and December 31, 2024, which eliminate in White Mountains’s consolidated financial statements.

(3) The ceded unearned premiums exclude $65.4and $4.3 ceded by Ark to WM Outrigger Re as of June 30, 2025 and December 31, 2024, which eliminate in White Mountains’s consolidated financial statements.

As reinsurance contracts do not relieve Ark of its obligation to its policyholders, Ark seeks to reduce the credit risk associated with reinsurance balances by avoiding over-reliance on specific reinsurers through the application of concentration limits and thresholds. Ark is selective with its reinsurers, placing reinsurance with only those reinsurers having a strong financial condition. Ark monitors the financial strength of its reinsurers on an ongoing basis.

The following table presents the Ark/WM Outrigger segment’s gross and net reinsurance recoverables by the reinsurers’ A.M. Best Company, Inc (“A.M. Best”) ratings as of June 30, 2025:

$ in Millions	As of June 30, 2025
A.M. Best Rating (1)	Gross		Collateral		Net		% of Total
A+ or better	$	319.1	$	—	$	319.1	70.6	%
A- to A	113.0		—		113.0		25.0
B++ or lower and not rated (2)	105.9		86.1		19.8		4.4
Total	$	538.0	$	86.1	$	451.9	100.0	%

(1) A.M. Best financial strength ratings as detailed above are: “A+ or better” (Superior) “A- to A” (Excellent), “B++” (Good).

(2) Excludes $40.3 ceded by Ark to WM Outrigger Re as of June 30, 2025, which eliminates in White Mountains’s consolidated financial statements.

Note 7.  Debt

The following table presents White Mountains’s debt outstanding as of June 30, 2025 and December 31, 2024:

$ in Millions	June 30, 2025		Effective<br><br>Rate (1)	December 31, 2024		Effective<br><br>Rate (1)
Ark 2021 Subordinated Notes Tranche 1	$	45.3		$	41.1
Ark 2021 Subordinated Notes Tranche 2	47.0			47.0
Ark 2021 Subordinated Notes Tranche 3	70.0			70.0
Unamortized issuance cost	(3.4)			(3.6)
Ark 2021 Subordinated Notes, carrying value	158.9		10.2%	154.5		11.8%
HG Global Senior Notes	150.0			150.0
Unamortized discount and issuance cost	(2.4)			(2.6)
HG Global Senior Notes, carrying value	147.6		10.9%	147.4		11.8%
Kudu Credit Facility	253.3			245.3
Unamortized issuance cost	(6.5)			(6.7)
Kudu Credit Facility, carrying value	246.8		9.3%	238.6		10.3%
Bamboo Credit Facility	109.7			—
Unamortized discount and issuance cost	(5.1)			—
Bamboo Credit Facility, carrying value	104.6		10.1%	—		N/A
Other Operations debt	37.3			22.4
Unamortized issuance cost	(.6)			(.4)
Other Operations debt, carrying value	36.7		8.6%	22.0		10.2%
Total debt	$	694.6		$	562.5

(1) The effective rate for the six months ended June 30, 2025 and the twelve months ended December 31, 2024 includes the effect of the amortization of debt issuance costs and original issue discount, but excludes the effect of the interest rate caps, where applicable. See Note 9 — “Derivatives.”

Ark Subordinated Notes

In March 2007, GAIL issued $30.0 million face value of floating rate unsecured junior subordinated deferrable interest notes (the “Ark 2007 Subordinated Notes”), which had a maturity date of June 2037. During the first quarter of 2024, Ark repaid the outstanding balance of $30.0 million and extinguished the Ark 2007 Subordinated Notes.

In the third quarter of 2021, GAIL issued $163.3 million face value floating rate unsecured subordinated notes at par in three separate transactions for proceeds of $157.8 million, net of debt issuance costs (collectively, the “Ark 2021 Subordinated Notes”). The Ark 2021 Subordinated Notes were issued in private placement offerings that were exempt from the registration requirements of the Securities Act of 1933.

On July 13, 2021, Ark issued €39.1 million ($46.3 million based upon the foreign exchange spot rate as of the date of the transaction) face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 1”). The Ark 2021 Subordinated Notes Tranche 1, which mature in July 2041, accrue interest at a floating rate equal to the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 5.75% per annum.

On August 11, 2021, Ark issued $47.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 2”). The Ark 2021 Subordinated Notes Tranche 2, which mature in August 2041, accrue interest at a floating rate equal to the three-month Secured Overnight Financing Rate (“SOFR”) plus a SOFR benchmark adjustment of 0.26% and a stated margin of 5.75% per annum.

On September 8, 2021, Ark issued $70.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 3”). The Ark 2021 Subordinated Notes Tranche 3, which mature in September 2041, accrue interest at a floating rate equal to the three-month SOFR plus a SOFR benchmark adjustment of 0.26% and a stated margin of 6.1% per annum.

On the ten-year anniversary of the issue dates, the interest rate for the Ark 2021 Subordinated Notes will increase by 1.0% per annum. Ark has the option to redeem, in whole or in part, the Ark 2021 Subordinated Notes ahead of contractual maturity at the outstanding principal amounts plus accrued interest at the ten-year anniversary or any subsequent interest payment date.

All payments of principal and interest under the Ark 2021 Subordinated Notes are conditional upon GAIL’s solvency and compliance with the enhanced capital requirements of the Bermuda Monetary Authority (“BMA”). The deferral of payments of principal and interest under these conditions does not constitute a default by Ark and does not give the noteholders any rights to accelerate repayment of the Ark 2021 Subordinated Notes or take any enforcement action under the Ark 2021 Subordinated Notes.

If the payments of principal and interest under the Ark 2021 Subordinated Notes become subject to tax withholding on behalf of Bermuda or any political subdivision there, the Ark 2021 Subordinated Notes require the payment of additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The Ark 2021 Subordinated Notes Tranche 3 require the payment of additional interest of 1.0% per annum upon the occurrence of a premium load event until such event is remedied. Premium load events include the failure to meet payment obligations of the Ark 2021 Subordinated Notes Tranche 3 when due, failure of GAIL to maintain an investment grade credit rating, failure to maintain 120% of GAIL’s Bermuda solvency capital requirement, failure of GAIL to maintain a debt to capital ratio below 40%, late filing of GAIL’s or Ark’s financial information, and making a restricted payment or distribution on GAIL’s common stock or other securities that rank junior or pari passu with the Ark 2021 Subordinated Notes Tranche 3 when a different premium load event exists or will be caused by the restricted payment. As of June 30, 2025, there were no premium load events.

As of June 30, 2025, the Ark 2021 Subordinated Notes Tranche 1 had an outstanding balance of €39.1 million ($45.3 million based upon the foreign exchange spot rate as of June 30, 2025), the Ark 2021 Subordinated Notes Tranche 2 had an outstanding balance of $47.0 million, and the Ark 2021 Subordinated Notes Tranche 3 had an outstanding balance of $70.0 million.

The Ark Subordinated Notes contain various affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

Ark Standby Letter of Credit Facilities

In December 2021, Ark entered into an uncommitted secured standby letter of credit facility agreement with Citibank Europe Plc (the “Citibank LOC Facility”), with capacity of $125.0 million on a collateralized basis. In September 2022, Ark entered into an additional uncommitted standby letter of credit facility agreement with Lloyds Bank Corporate Markets PLC (the “Lloyds LOC Facility”), with capacity of $100.0 million on a collateralized basis.

As of June 30, 2025, the Citibank LOC Facility had an outstanding balance of $82.7 million and cash and investments pledged as collateral of $104.4 million. As of June 30, 2025, the Lloyds LOC Facility had an outstanding balance of $27.6 million and cash and investments pledged as collateral of $38.7 million. Ark’s uncommitted secured standby letter of credit facility agreements contain various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

HG Global Senior Notes

On April 29, 2022, HG Global received the proceeds from the issuance of its $150.0 million face value floating rate secured senior notes (the “HG Global Senior Notes”). The HG Global Senior Notes, which mature in April 2032, accrue interest at a floating rate equal to the three-month SOFR plus a SOFR benchmark adjustment of 0.26% and a stated margin of 6.0% per annum. Subsequent to the five-year anniversary of the funding date, absent the occurrence of an early amortization trigger event, HG Global will be required to make payments of principal on a quarterly basis totaling $15.0 million annually. Upon the occurrence of an early amortization trigger event, HG Global is required to use all available cash flow to repay the notes. Early amortization trigger events include scenarios in which HG Re is effectively in runoff. HG Global has the option to redeem, in whole or in part, the HG Global Senior Notes after the five-year anniversary of the funding date at the outstanding principal amount plus accrued interest.

On June 16, 2022, HG Global entered into an interest rate cap agreement, effective on July 25, 2022, to limit its exposure to the risk of interest rate increases on the HG Global Senior Notes (the “HG Global 2022 Interest Rate Cap”). Under the HG Global 2022 Interest Rate Cap, the notional amount was $150.0 million, the maximum interest rate was 9.76% per annum and the termination date was July 25, 2025. On August 22, 2024, HG Global entered into a new interest rate cap agreement, effective upon the termination of the prior interest rate cap (the “HG Global 2024 Interest Rate Cap”). Under the HG Global 2024 Interest Rate Cap, the initial notional amount is $150.0 million, the maximum interest rate is 10.76% per annum and the termination date is July 25, 2028. See Note 9 — “Derivatives.”

The HG Global Senior Notes require HG Global to maintain an interest reserve account of eight times the interest accrued for the most recent quarterly interest period, subject to a maximum required balance of $29.3 million as of June 30, 2025. The interest reserve account held short-term investments of $29.3 million as of both June 30, 2025 and December 31, 2024.

The HG Global Senior Notes are secured by the capital stock and other equity interests of HG Global’s subsidiaries, the interest reserve account, and all cash and non-cash proceeds from such collateral. The HG Global Senior Notes contain various affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

If the payment of principal and interest under the HG Global Senior Notes becomes subject to tax withholding on behalf of a relevant governmental authority for certain indemnified taxes, the HG Global Senior Notes require the payment of additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The HG Global Senior Notes require the payment of additional interest of 1.0% per annum if the HG Global Senior Notes receive a non-investment grade rating or are no longer rated. As of June 30, 2025, the HG Global Senior Notes had an investment grade rating.

As of June 30, 2025, the HG Global Senior Notes had an outstanding balance of $150.0 million.

Kudu Credit Facility

On March 23, 2021, Kudu entered into a secured revolving credit facility (the “Kudu Credit Facility”) with Mass Mutual for a maximum borrowing capacity of $300.0 million. On June 28, 2024, Kudu amended the Kudu Credit Facility to increase the total commitment from $300.0 million to $350.0 million and revise the stated margin and SOFR benchmark adjustment. The amended terms also reduced the minimum debt service coverage ratio to 2.5 times for 2024, reverting back to 3.0 times for 2025 and thereafter. On March 18, 2025, Kudu amended the Kudu Credit Facility to reduce the required interest reserve account balance and lower the minimum debt service coverage ratio to 2.5 times. The amendments to the Kudu Credit Facility lowered Kudu’s borrowing costs and increased its borrowing capacity. The Kudu Credit Facility matures on March 23, 2036.

Through June 30, 2024, interest on the Kudu Credit Facility accrued at a floating rate equal to the three-month SOFR plus a SOFR benchmark adjustment of 0.26% and a stated margin of 4.30% (4.56% in total) per annum. Effective July 2024, the Kudu Credit Facility accrues interest at a floating rate equal to the three-month SOFR plus a stated margin of 4.45% per annum with no SOFR benchmark adjustment.

On September 17, 2024, Kudu entered into an interest rate cap agreement, effective on September 30, 2024, to limit its exposure to the risk of interest rate increases on the Kudu Credit Facility (the “Kudu Interest Rate Cap”). Under the Kudu Interest Rate Cap, the notional amount is $150.0 million, the maximum interest rate is 8.95% per annum and the termination date is September 30, 2027. See Note 9 — “Derivatives.”

The Kudu Credit Facility requires Kudu to maintain an interest reserve account of two times the interest accrued for the most recent quarterly interest period. Prior to the March 18, 2025 amendment, Kudu was required to maintain an interest reserve account of four times the interest accrued for the most recent quarterly interest period. As of June 30, 2025 and December 31, 2024, the interest reserve account held short-term investments of $7.8 million and $15.1 million.

The Kudu Credit Facility requires Kudu to maintain a maximum ratio of the outstanding balance to the sum of the fair market value of Kudu’s other long-term investments and cash held in certain accounts (the “LTV Percentage”) for annual periods after the June 28, 2024 amendment as follows: 50% in years 0-3, 40% in years 4-5, 25% in years 6-7, 15% in years 8-10 and 0% thereafter. As of June 30, 2025, Kudu had a 22.2% LTV Percentage.

The Kudu Credit Facility requires Kudu to maintain a minimum debt service coverage ratio of its trailing 12 months annualized adjusted EBITDA to its total debt service. Under the terms of the March 18, 2025 amendment, Kudu is required to maintain a minimum debt service coverage ratio of 2.5 times for 2025 and thereafter. As of June 30, 2025, Kudu had a debt service coverage ratio of 2.8 times.

Kudu may borrow undrawn balances until June 28, 2027, subject to customary terms and conditions, to the extent the amount borrowed under the Kudu Credit Facility does not exceed the borrowing base, which is equal to 35% of the fair value of Kudu’s qualifying Participation Contracts.

The following table presents the change in debt under the Kudu Credit Facility for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Kudu Credit Facility
Beginning balance	$	253.3	$	210.3	$	245.3	$	210.3
Borrowings	—		—		8.0		—
Repayments	—		—		—		—
Ending balance	$	253.3	$	210.3	$	253.3	$	210.3

The Kudu Credit Facility is secured by all property of the loan parties and contains various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

Bamboo Credit Facility

On January 24, 2025, Bamboo entered into a secured credit facility (the “Bamboo Credit Facility”). The Bamboo Credit Facility is comprised of a six-year term loan of $110 million and a revolving credit loan of $10 million. The Bamboo Credit Facility matures on January 24, 2031. Bamboo will be required to make payments of principal on a quarterly basis totaling $0.8 million for 2025 and $1.1 million annually thereafter. Commencing with the year ending December 31, 2026, Bamboo may also be required to use a percentage of excess cash flows to repay outstanding principal plus accrued interest if Bamboo’s total leverage ratio is above 1.5 times. Bamboo has the option to prepay, in whole or in part, the Bamboo Credit Facility subsequent to October 31, 2025 at the outstanding principal plus accrued interest. As of June 30, 2025, the revolving credit loan was undrawn.

Interest on the Bamboo Credit Facility accrues at a floating rate equal to the three-month SOFR plus a stated margin ranging from 4.5% to 5.0% per annum driven by Bamboo’s total leverage ratio. As of June 30, 2025, Bamboo’s total leverage ratio was 0.9 times, and the stated margin was 4.5%.

On March 12, 2025, Bamboo entered into an interest rate cap agreement, effective on March 31, 2025, to limit its exposure to the risk of interest rate increases on the Bamboo Credit Facility (the “Bamboo Interest Rate Cap”). Under the Bamboo Interest Rate Cap, the notional amount is $80.0 million, the maximum interest rate is 10.0% per annum, and the termination date is March 31, 2028. See Note 9 — “Derivatives.”

The following table presents the change in debt under the Bamboo Credit Facility for the three and six months ended June 30, 2025:

Millions	Three Months Ended<br><br>June 30, 2025		Six Months Ended<br><br>June 30, 2025
Bamboo Credit Facility
Beginning balance	$	110.0	$	—
Borrowings	—		110.0
Repayments	(.3)		(.3)
Ending balance	$	109.7	$	109.7

The Bamboo Credit Facility is secured by all property of the loan parties and contains various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings, including a maximum total leverage ratio of 4.5 times.

Other Operations Debt

As of June 30, 2025, White Mountains’s Other Operations had debt with an outstanding balance of $37.3 million, which consisted of five secured credit facilities (collectively, “Other Operations debt”). The increase in Other Operations debt as of June 30, 2025 was driven primarily by the Enterprise Solutions Transaction.

Compliance

As of June 30, 2025, White Mountains was in compliance, in all material respects, with all of the covenants under its debt instruments.

Note 8.  Income Taxes

The Company has subsidiaries and branches that operate in various jurisdictions around the world and are subject to tax in the jurisdictions in which they operate.

As of June 30, 2025, the primary jurisdictions in which the Company’s subsidiaries and branches operated and were subject to tax include Israel, Luxembourg, the United Kingdom and the United States.

The Company and its Bermuda-domiciled subsidiaries were not subject to income tax in Bermuda in 2024 and prior years. On December 27, 2023, Bermuda enacted a 15% corporate income tax that became effective on January 1, 2025. The Bermuda legislation defers the effective date for five years for Bermuda companies in consolidated groups that meet certain requirements. White Mountains expects to meet the requirements to be exempt from the Bermuda corporate income tax until January 1, 2030. The Bermuda legislation also provides for an economic transition adjustment that will reduce future years’ taxable income. Under GAAP, this economic transition adjustment was required to be recognized as a net deferred tax asset as of December 31, 2023. Accordingly, White Mountains recorded a net deferred tax asset of $68.0 million, with $51.0 million attributable to Ark and $17.0 million attributable to HG Global. Effective July 1, 2024, White Mountains no longer consolidates BAM. As a result of the deconsolidation, the BAM Surplus Notes were recorded at fair value, which resulted in the reversal of a $5.0 million deferred tax liability related to the economic transition adjustment. As of June 30, 2025, the net deferred tax asset related to the economic transition adjustment was $73.0 million, with $51.0 million attributable to Ark and $22.0 million attributable to HG Global.

Certain of the Company’s subsidiaries are subject to the global minimum tax regime of the Organization for Economic Cooperation and Development (“OECD”) Pillar Two initiative, as enacted by Luxembourg and the United Kingdom in their respective domestic laws. The Pillar Two initiative includes a set of model rules that are generally designed to impose a top-up tax on a large multinational enterprise group to the extent the group is not subject to an effective tax rate of at least 15% in each jurisdiction in which the group has a consolidated affiliate or permanent establishment. The Company and its subsidiaries are forecasting a $2.0 million top-up tax for the twelve months ended December 31, 2025.

White Mountains’s income tax expense related to pre-tax income from continuing operations for the three and six months ended June 30, 2025 represented an effective tax rate of 7.3% and 9.0%. The effective tax rate was different from the U.S. statutory rate of 21.0%, driven primarily by full year forecasted income in jurisdictions with lower tax rates than the United States.

White Mountains’s income tax expense related to pre-tax loss from continuing operations for the three months ended June 30, 2024 represented an effective tax rate of (18.7%). The effective tax rate was different from the U.S. statutory rate of 21.0%, driven primarily by a change in forecasted income between jurisdictions for 2024.

White Mountains’s income tax expense related to pre-tax income from continuing operations for the six months ended June 30, 2024 represented an effective tax rate of 8.7%. The effective tax rate was different from the U.S. statutory rate of 21.0%, driven primarily by full year forecasted income in jurisdictions with lower tax rates than the United States.

In arriving at the effective tax rate for three and six months ended June 30, 2025 and 2024, White Mountains forecasted all income and expense items including the change in net unrealized investment gains (losses) and net realized investment gains (losses) for the years ending December 31, 2025 and 2024.

White Mountains records a valuation allowance against deferred tax assets if it becomes more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in income tax expense in the period of change. In determining whether or not a valuation allowance, or change therein, is warranted, White Mountains considers factors such as prior earnings history, expected future earnings, carryback and carryforward periods and strategies that if executed would result in the realization of a deferred tax asset. It is possible that certain planning strategies or projected earnings in certain subsidiaries may not be sufficient to utilize the entire deferred tax asset, which could result in changes to White Mountains’s deferred tax assets and tax expense.

With few exceptions, White Mountains is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for years before 2019.

Note 9. Derivatives

HG Global Interest Rate Caps

HG Global entered into two interest rate cap agreements to limit its exposure to the risk of interest rate increases on the HG Global Senior Notes.

On June 16, 2022, HG Global entered into the HG Global 2022 Interest Rate Cap, effective on July 25, 2022. The notional amount of the HG Global 2022 Interest Rate Cap was $150.0 million, and the termination date was July 25, 2025. HG Global paid an initial premium of $3.3 million for the HG Global 2022 Interest Rate Cap.

On August 22, 2024, HG Global entered into the HG Global 2024 Interest Rate Cap, which is effective upon the termination of the HG Global 2022 Interest Rate Cap on July 25, 2025. The initial notional amount of the HG Global 2024 Interest Rate Cap is $150.0 million, and the termination date is July 25, 2028. For interest periods after April 26, 2027, the notional amount of the HG Global 2024 Interest Rate Cap will decrease as the outstanding principal of the HG Global Senior Notes is paid down. HG Global paid an initial premium of $1.3 million for the HG Global 2024 Interest Rate Cap.

Under the interest rate caps, if the three-month SOFR on a quarterly determination date exceeds 3.5% through July 25, 2025 or 4.5% between July 25, 2025 and July 25, 2028, HG Global will receive a payment from the counterparty for the difference on the subsequent settlement date. As of June 30, 2025, the three-month SOFR was 4.3%.

HG Global accounts for the interest rate caps as derivatives at fair value within other assets, with changes in fair value recognized in current period earnings within interest expense.

For the three and six months ended June 30, 2025, White Mountains recognized a net unrealized loss of $0.6 million and $1.7 million related to the change in fair value of both interest rate caps within interest expense. For the three and six months ended June 30, 2024, White Mountains recognized a net unrealized loss of $0.3 million and $0.1 million related to the change in fair value of the HG Global 2022 Interest Rate Cap within interest expense. For the three and six months ended June 30, 2025, White Mountains received a payment of $0.2 million and $0.7 million related to the periodic settlement of the HG Global 2022 Interest Rate Cap. For the three and six months ended June 30, 2024, White Mountains received a payment of $0.7 million and $1.4 million related to the periodic settlement of the HG Global 2022 Interest Rate Cap. As of June 30, 2025 and December 31, 2024, the total fair value of both interest rate caps was $0.8 million and $2.5 million. White Mountains classifies the interest rate caps as Level 2 measurements.

Kudu Interest Rate Cap

On September 17, 2024, Kudu entered into the Kudu Interest Rate Cap, effective on September 30, 2024, to limit its exposure to the risk of interest rate increases on the Kudu Credit Facility. The notional amount of the Kudu Interest Rate Cap is $150.0 million, and the termination date is September 30, 2027. Kudu paid an initial premium of $0.9 million for the Kudu Interest Rate Cap.

Under the Kudu Interest Rate Cap, if the three-month SOFR on a quarterly determination date exceeds 4.5%, Kudu will receive a payment from the counterparty for the difference on the subsequent settlement date. As of June 30, 2025, the three-month SOFR was 4.3%.

Kudu accounts for the Kudu Interest Rate Cap as a derivative at fair value within other assets, with changes in fair value recognized in current period earnings within interest expense. For the three and six months ended June 30, 2025, White Mountains recognized a loss of $0.2 million and $0.7 million related to the change in fair value on the Kudu Interest Rate Cap within interest expense. As of June 30, 2025 and December 31, 2024, the fair value of the Kudu Interest Rate Cap was $0.2 million and $0.9 million. White Mountains classifies the Kudu Interest Rate Cap as a Level 2 measurement.

Bamboo Interest Rate Cap

On March 12, 2025, Bamboo entered into the Bamboo Interest Rate Cap, effective on March 31, 2025, to limit its exposure to the risk of interest rate increases on the Bamboo Credit Facility. The notional amount of the Bamboo Interest Rate Cap is $80.0 million, and the termination date is March 31, 2028. Bamboo paid an initial premium of $0.3 million for the Bamboo Interest Rate Cap.

Under the Bamboo Interest Rate Cap, if the three-month SOFR on a quarterly determination date exceeds 5.0%, Bamboo will receive a payment from the counterparty for the difference on the subsequent settlement date. As of June 30, 2025, the three-month SOFR was 4.3%.

Bamboo accounts for the Bamboo Interest Rate Cap as a derivative at fair value within other assets, with changes in fair value recognized in current period earnings within interest expense. For both the three and six months ended June 30, 2025, White Mountains recognized a loss of $0.2 million related to the change in fair value on the Bamboo Interest Rate Cap within interest expense. As of June 30, 2025, the fair value of the Bamboo Interest Rate Cap was $0.1 million. White Mountains classifies the Bamboo Interest Rate Cap as a Level 2 measurement.

Note 10. Municipal Bond Guarantee Reinsurance

HG Global was established to fund the startup of BAM, a mutual municipal bond insurer. HG Global, together with its subsidiaries, provided the initial capitalization of BAM through the purchase of $503.0 million of the BAM Surplus Notes.

Reinsurance Treaties

FLRT

HG Re is a party to the FLRT with BAM, under which HG Re provides first-loss reinsurance protection of up to 15%-of-par outstanding for each policy assumed from BAM. For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds. HG Re is required to provide reinsurance on policies that fall within the FLRT underwriting guidelines agreed upon by HG Re.

BAM charges an insurance premium on each municipal bond insurance policy it underwrites. Historically, approximately 55% of the total insurance premium charged by BAM has been a member surplus contribution (“MSC”), and the remainder is a risk premium. In return for the reinsurance provided, HG Re receives approximately 60% of the risk premium charged, which is net of a ceding commission.

The FLRT is a perpetual agreement with terms that can be renegotiated every five years. For the next renegotiation period, either party may provide notice during 2028 to trigger a renegotiation that would take effect on January 1, 2030.

Prior to the deconsolidation of BAM on July 1, 2024, HG Re’s reinsurance balances under the FLRT eliminated in White Mountains’s consolidated financial statements. For the three and six months ended June 30, 2025, White Mountains recognized gross written premiums of $19.2 million and $25.9 million and earned premiums of $7.1 million and $15.3 million.

XOLT

HG Re is party to an excess of loss reinsurance agreement (the “XOLT”) with BAM, under which HG Re provides last-dollar protection for exposures on municipal bonds insured by BAM in excess of the New York State Department of Financial Services (“NYDFS”) single issuer limits. As of June 30, 2025, the XOLT is subject to an aggregate limit equal to the lesser of $125.0 million or the assets held in the supplemental collateral trust (the “Supplemental Trust”) at any point in time. The XOLT is accounted for using deposit accounting, as the agreement does not meet the risk transfer requirements necessary to be accounted for as reinsurance. Accordingly, any financing revenues related to the XOLT are recorded in other revenues.

Prior to the deconsolidation of BAM on July 1, 2024, HG Re’s reinsurance balances under the XOLT eliminated in White Mountains’s consolidated financial statements. For the three and six months ended June 30, 2025, other revenues recognized by White Mountains related to the XOLT were insignificant.

Collateral Trusts

HG Re’s obligations under the FLRT are subject to an aggregate limit equal to the assets in two collateral trusts, the Supplemental Trust and the Regulation 114 Trust (together, the “Collateral Trusts”), at any point in time.

On a monthly basis, BAM deposits cash equal to ceded premiums net of ceding commissions, due to HG Re under the FLRT directly into the Regulation 114 Trust. The Regulation 114 Trust target balance is equal to HG Re’s unearned premiums and unpaid loss and LAE reserves, if any. If, at the end of any quarter, the Regulation 114 Trust balance is below the target balance, funds will be withdrawn from the Supplemental Trust and deposited into the Regulation 114 Trust in an amount equal to the shortfall. If, at the end of any quarter, the Regulation 114 Trust balance is above 102% of the target balance, funds will be withdrawn from the Regulation 114 Trust and deposited into the Supplemental Trust. The Regulation 114 Trust balance as of June 30, 2025 and December 31, 2024 was $376.3 million and $352.1 million, which consisted of cash, investments and accrued investment income.

The Supplemental Trust target balance is $603.0 million, less the amount of cash and securities in the Regulation 114 Trust in excess of its target balance (the “Supplemental Trust Target Balance”). If, at the end of any quarter, the Supplemental Trust balance exceeds the Supplemental Trust Target Balance, such excess may be distributed to HG Re. The distribution will be made first as an assignment of accrued interest on the BAM Surplus Notes and second in cash and/or fixed income securities. For the three and six months ended June 30, 2025, HG Re received a distribution from the Supplemental Trust of $22.2 million, which consisted of an assignment of accrued interest on the BAM Surplus Notes of $15.2 million and a cash distribution of $7.0 million. For the three and six months ended June 30, 2024, HG Re received a distribution from the Supplemental Trust of $6.0 million and $32.3 million, both of which consisted of an assignment of accrued interest on the BAM Surplus Notes.

As the BAM Surplus Notes are repaid over time, the BAM Surplus Notes will be replaced in the Supplemental Trust by cash and fixed income securities. The Supplemental Trust balance as of June 30, 2025 and December 31, 2024 was $607.8 million and $598.0 million, which included $299.4 million and $289.4 million of cash, investments and accrued investment income, $300.9 million and $300.9 million of BAM Surplus Notes at nominal value and $7.5 million and $7.7 million of accrued interest receivable on the BAM Surplus Notes at nominal value.

As of June 30, 2025 and December 31, 2024, the Collateral Trusts held total assets of $984.1 million and $950.1 million.

BAM Surplus Notes

Through June 30, 2024, the interest rate on the BAM Surplus Notes was a variable rate equal to the one-year U.S. Treasury rate plus 300 basis points, set annually, with each payment applied pro rata between outstanding principal and interest. Accordingly, in 2024, the interest rate on the BAM Surplus Notes was 8.2% through June 30, 2024. Effective July 1, 2024 and through maturity, HG Global and BAM amended the interest rate on the BAM Surplus Notes to be 10.0%, with a higher proportion of each payment to be applied to outstanding principal.

Under its agreements with HG Global, BAM is required to seek regulatory approval to pay principal and interest on the BAM Surplus Notes only to the extent that its remaining qualified statutory capital and other capital resources continue to support its outstanding obligations, its business plan and its “AA/stable” rating from Standard & Poor’s. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS. During the three and six months ended June 30, 2025, HG Global did not receive any payments of principal and interest on the BAM Surplus Notes. However, on August 6, 2025, HG Global received cash payments of principal and interest on the BAM Surplus Notes totaling $8.0 million. During the three and six months ended June 30, 2024, HG Global received cash payments of principal and interest on the BAM Surplus Notes totaling $8.0 million. Of this payment, $5.1 million was a repayment of principal held in the Supplemental Trust, $0.3 million was a payment of accrued interest held in the Supplemental Trust and $2.6 million was a payment of accrued interest held outside the Supplemental Trust.

As of June 30, 2025 and December 31, 2024, the principal balance on the BAM Surplus Notes was $300.9 million for both periods, and total interest receivable on the BAM Surplus Notes was $209.8 million and $194.8 million, all at nominal value. For three and six months ended June 30, 2025, White Mountains accrued $7.5 million and $15.0 million of interest income on the BAM Surplus Notes.

Prior to the deconsolidation of BAM on July 1, 2024, the BAM Surplus Notes, including accrued interest receivable, were classified as intercompany notes carried at nominal value, which eliminated in consolidation. Upon deconsolidation, White Mountains elected the fair value option for the BAM Surplus Notes. The BAM Surplus Notes are classified as a Level 3 measurement. White Mountains values the BAM Surplus Notes each quarter using a discounted cash flow analysis.

The discounted cash flow analysis used to value the BAM Surplus Notes depends on key inputs, such as projections of future revenues and earnings for BAM, expected payments on the BAM Surplus Notes through maturity and a discount rate to reflect time value and related uncertainty of the repayment pattern. The expected payments on the BAM Surplus Notes are based on management judgment, considering current performance, budgets and projected future results. These expected payments depend on BAM’s ability to generate excess cash flows from its operations, driven primarily by assumptions regarding future trends for the issuance of municipal bonds, interest rates, credit spreads, insured market penetration, competitive activity in the market for municipal bond insurance and other factors affecting the demand for and pricing of BAM’s municipal bond insurance, as well as BAM’s investment returns. The discount rate considers comparably-rated companies and instruments, adjusted for risks specific to BAM and the BAM Surplus Notes. As of June 30, 2025 and December 31, 2024, White Mountains concluded that a discount rate, which is a significant unobservable input used in estimating the fair value of the BAM Surplus Notes, of 8.00% and 8.10% was appropriate. The change in the discount rate was driven by a decline in market interest rates.

When making its fair value selection, White Mountains considers all available information, facts and circumstances specific to BAM’s business and industry and any infrequent or unusual results for the period. As of June 30, 2025 and December 31, 2024, White Mountains recognized the BAM Surplus Notes at a fair value of $396.7 million and $381.7 million. The recorded fair values represent management's best estimate and are within the range of reasonable values derived from the discounted cash flow analysis.

The following table presents the changes in the nominal value and fair value of the BAM Surplus Notes for the three and six months ended June 30, 2025:

Millions	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Beginning nominal value	$	503.2	$	495.7
Interest income from BAM Surplus Notes	7.5		15.0
Payments of principal and interest	—		—
Ending nominal value	510.7		510.7
Beginning fair value discount	(114.0)		(114.0)
Change in fair value of BAM Surplus Notes	—		—
Ending fair value discount	(114.0)		(114.0)
BAM Surplus Notes, at fair value	$	396.7	$	396.7

Insured Obligations and Premiums

The following table presents the HG Global segment’s insured obligations as of June 30, 2025 and December 31, 2024:

	June 30, 2025		December 31, 2024
Contracts outstanding	16,449		15,884
Remaining weighted average contract period (in years) (1)	11.4		11.2
Outstanding par value of policies assumed (in millions) (2)	$	19,391.0	$	18,503.3
Gross unearned insurance premiums (in millions)	$	307.9	$	297.3

(1) The remaining weighted average contract period was calculated using total contractual debt service outstanding, including principal and interest.

(2) Under the FLRT, HG Re provides first-loss reinsurance protection of up to 15%-of-par outstanding for each policy assumed from BAM. For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds.

The following table presents a schedule of HG Global’s future premium revenues as of June 30, 2025:

Millions	June 30, 2025
July 1, 2025 - September 30, 2025	$	6.8
October 1, 2025 - December 31, 2025	6.7
Total 2025	13.5
2026	26.0
2027	24.6
2028	23.0
2029	21.5
2030 and thereafter	199.3
Total gross unearned insurance premiums	$	307.9

The following tables present gross written premiums and gross earned premiums included in the HG Global segment for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,
	2025		2024
Millions	HG Global		HG Global		BAM		Eliminations		Total
Written premiums:
Direct	$	—	$	—	$	13.6	$	—	$	13.6
Assumed	19.2		11.6		—		(11.6)		—
Gross written premiums (1)	$	19.2	$	11.6	$	13.6	$	(11.6)	$	13.6
Earned premiums:
Direct	$	—	$	—	$	8.5	$	—	$	8.5
Assumed	7.1		7.5		.5		(7.5)		.5
Gross earned premiums (1)	$	7.1	$	7.5	$	9.0	$	(7.5)	$	9.0

(1) For the three months ended June 30, 2024, BAM ceded written premiums of $11.6 and earned premiums of $7.5 to HG Global, which eliminated in consolidation. Subsequent to the deconsolidation of BAM, there are no ceded premiums, such that gross written premiums and gross earned premiums are equivalent to net written premiums and net earned premiums, respectively.

	Six Months Ended June 30,
	2025		2024
Millions	HG Global		HG Global		BAM		Eliminations		Total
Written premiums:
Direct	$	—	$	—	$	24.1	$	—	$	24.1
Assumed	25.9		20.5		—		(20.5)		—
Gross written premiums (1)	$	25.9	$	20.5	$	24.1	$	(20.5)	$	24.1
Earned premiums:
Direct	$	—	$	—	$	15.8	$	—	$	15.8
Assumed	15.3		14.0		1.0		(14.0)		1.0
Gross earned premiums (1)	$	15.3	$	14.0	$	16.8	$	(14.0)	$	16.8

(1) For the six months ended June 30, 2024, BAM ceded written premiums of $20.5 and earned premiums of $14.0 to HG Global, which eliminated in consolidation. Subsequent to the deconsolidation of BAM, there are no ceded premiums, such that gross written premiums and gross earned premiums are equivalent to net written premiums and net earned premiums, respectively.

Note 11. Earnings Per Share

White Mountains calculates earnings per share using the two-class method, which allocates earnings between common shares and unvested restricted common shares. Both classes of shares participate equally in dividends and earnings on a per share basis. Basic earnings per share amounts are based on the weighted average number of common shares outstanding adjusted for unvested restricted common shares.

The following table presents the Company’s computation of earnings per share from continuing operations for the three and six months ended June 30, 2025 and 2024.

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Basic and diluted earnings per share numerators (in millions):
Net income (loss) attributable to White Mountains’s common shareholders	$	122.9	$	(54.6)	$	156.8	$	181.8
Allocation of (earnings) losses to participating restricted common shares (1)	(1.6)		.7		(1.8)		(2.2)
Basic and diluted earnings (losses) per share numerators	$	121.3	$	(53.9)	$	155.0	$	179.6
Basic earnings per share denominators (in thousands):
Total average common shares outstanding during the period	2,574.3		2,566.6		2,570.7		2,563.2
Average unvested restricted common shares (2)	(32.9)		(34.8)		(29.5)		(31.7)
Basic earnings (losses) per share denominator	2,541.4		2,531.8		2,541.2		2,531.5
Diluted earnings per share denominator (in thousands):
Total average common shares outstanding during the period	2,574.3		2,566.6		2,570.7		2,563.2
Average unvested restricted common shares (2)	(32.9)		(34.8)		(29.5)		(31.7)
Diluted earnings (losses) per share denominator	2,541.4		2,531.8		2,541.2		2,531.5
Basic and diluted earnings per share (in dollars):
Distributed earnings - dividends declared and paid	$	—	$	—	$	1.00	$	1.00
Undistributed earnings (losses)	47.75		(21.24)		59.99		69.93
Basic and diluted earnings (losses) per share	$	47.75	$	(21.24)	$	60.99	$	70.93

(1) Restricted shares issued by White Mountains receive dividends, and therefore, are considered participating securities.

(2) Restricted shares outstanding vest upon a stated date. See Note 12 — “Employee Share-Based Incentive Compensation Plans.”

The following table presents the undistributed net earnings (losses) for the three and six months ended June 30, 2025 and 2024.

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Undistributed net earnings:
Net income (loss) attributable to White Mountains’s common shareholders, net of restricted common share amounts	$	121.3	$	(53.9)	$	155.0	$	179.6
Dividends declared, net of restricted common share amounts (1)	—		—		(2.5)		(2.5)
Total undistributed net earnings (losses), net of restricted common share amounts	$	121.3	$	(53.9)	$	152.5	$	177.1

(1) Restricted shares issued by White Mountains receive dividends, and therefore, are considered participating securities.

Note 12. Employee Share-Based Incentive Compensation Plans

White Mountains’s share-based incentive compensation plans are designed to incentivize key employees to maximize shareholder value over long periods of time. White Mountains believes that this is best pursued by utilizing a pay-for-performance program that closely aligns the financial interests of management with those of its shareholders while rewarding appropriate risk taking. White Mountains accomplishes this by emphasizing variable long-term compensation that is contingent on performance over a number of years rather than fixed entitlements. White Mountains expenses all its share-based compensation. As a result, White Mountains’s calculation of its owners’ returns includes the expense of all outstanding share-based compensation awards.

The WTM Incentive Plan provides for grants of various types of share-based and non-share-based incentive awards to key employees and directors of White Mountains. As of June 30, 2025 and 2024, White Mountains’s share-based incentive compensation awards consist of performance shares and restricted shares.

Performance Shares

Performance shares are designed to reward employees for meeting company-wide performance targets. Performance shares are conditional grants of a specified maximum number of common shares or an equivalent amount of cash. Awards generally vest at the end of a three-year service period, are subject to the attainment of pre-specified performance goals, and are valued based on the market value of common shares at the time awards are paid. Performance shares earned under the WTM Incentive Plan are typically paid in cash but may be paid in common shares. Compensation expense is recognized for the vested portion of the awards over the related service periods. The level of payout ranges from zero to two times the number of shares initially granted, depending on White Mountains’s financial performance. Performance shares become payable at the conclusion of a performance cycle (typically three years) if pre-defined financial targets are met.

The performance measure used for determining performance share payouts is the growth in compensation value per share (“CVPS”). Prior to 2025, CVPS was calculated as the average of the growth in adjusted book value per share and the growth in intrinsic value per share. Intrinsic value per share is calculated by adjusting White Mountains’s book value per share for differences between the book value of certain assets and liabilities and White Mountains’s estimate of their underlying intrinsic value. Following the deconsolidation of BAM, White Mountains has replaced growth in adjusted book value per share with growth in book value per share in the calculation of CVPS for calendar years beginning with 2025. For example, for the 2023-2025 performance cycle, adjusted book value per share growth would be used in the calculation of CVPS for calendar years 2023 and 2024, and book value per share growth would be used for calendar year 2025.

The following table presents performance share activity for the three and six months ended June 30, 2025 and 2024 for performance shares granted under the WTM Incentive Plan:

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
$ in Millions	Target Performance<br>Shares Outstanding	Accrued<br>Expense		Target Performance<br>Shares Outstanding	Accrued<br>Expense		Target Performance<br>Shares Outstanding	Accrued<br>Expense		Target Performance<br>Shares Outstanding	Accrued<br>Expense
Beginning of period	32,392	$	23.3	34,007	$	44.2	34,859	$	71.1	37,031	$	69.4
Shares paid or<br><br>expired (1)	—	—		—	—		(13,150)	(48.7)		(13,475)	(44.9)
New grants	—	—		1,000	—		10,645	—		11,405	—
Forfeitures and<br><br>cancellations (2)	—	(.2)		(15)	—		38	.6		31	.3
Expense<br><br>recognized	—	6.7		—	7.8		—	6.8		—	27.2
End of period	32,392	$	29.8	34,992	$	52.0	32,392	$	29.8	34,992	$	52.0

(1) WTM performance share payments for the 2022-2024 performance cycle were made in March 2025 at 200% of target. WTM performance share payments for the 2021-2023 performance cycle were made in March 2024 at 188% of target.

(2) Amounts include changes in assumed forfeitures, as required under GAAP.

During the six months ended June 30, 2025, White Mountains granted 10,645 performance shares for the 2025-2027 performance cycle. During the three and six months ended June 30, 2024, White Mountains granted 1,000 and 11,405 performance shares for the 2024-2026 performance cycle.

For the 2022-2024 performance cycle, the Company issued common shares for 30 performance shares earned, and all other performance shares earned were settled in cash. For the 2021-2023 performance cycle, the Company issued common shares for 100 performance shares earned, and all other performance shares earned were settled in cash. If all outstanding performance shares had vested on June 30, 2025, the total additional compensation cost to be recognized would have been $31.4 million, based on accrual factors as of June 30, 2025 (common share price and payout assumptions).

The following table presents performance shares outstanding and accrued expense for performance shares awarded under the WTM Incentive Plan as of June 30, 2025 for each performance cycle:

	June 30, 2025
$ in Millions	Target Performance<br>Shares Outstanding	Accrued<br>Expense
Performance cycle:
2023 – 2025	10,835	$	18.4
2024 – 2026	11,405	9.6
2025 – 2027	10,645	2.3
Sub-total	32,885	30.3
Assumed forfeitures	(493)	(.5)
Total	32,392	$	29.8

Restricted Shares

Restricted shares are grants of a specified number of common shares that generally vest at the end of a 34-month service period. The following table presents the unrecognized compensation cost associated with the outstanding restricted share awards under the WTM Incentive Plan for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
$ in Millions	Restricted<br>Shares	Unamortized<br>Issue Date <br>Fair Value		Restricted<br>Shares	Unamortized<br>Issue Date <br>Fair Value		Restricted<br>Shares	Unamortized Issue Date Fair Value		Restricted<br>Shares	Unamortized Issue Date Fair Value
Non-vested,
Beginning of period	32,885	$	35.6	34,525	$	31.3	35,390	$	19.9	37,595	$	16.2
Vested	—	—		—	—		(13,150)	—		(13,475)	—
Issued	—	—		1,000	1.7		10,645	19.5		11,405	20.0
Forfeited	—	—		—	—		—	—		—	—
Expense recognized	—	(4.9)		—	(4.2)		—	(8.7)		—	(7.4)
End of period	32,885	$	30.7	35,525	$	28.8	32,885	$	30.7	35,525	$	28.8

During the six months ended June 30, 2025, White Mountains issued 10,645 restricted shares that vest on January 1, 2028. During the three and six months ended June 30, 2024, White Mountains issued 1,000 and 11,405 restricted shares that vest on January 1, 2027. The unamortized issue date fair value as of June 30, 2025 is expected to be recognized ratably over the remaining vesting periods.

Note 13. Noncontrolling Interests

Noncontrolling interests consist of the ownership interests of noncontrolling shareholders in consolidated entities and are presented separately on the balance sheet.

The following table presents the balance of noncontrolling interests included in White Mountains’s total equity and the related percentage of each consolidated entity’s total equity owned by noncontrolling shareholders as of June 30, 2025 and December 31, 2024:

	June 30, 2025					December 31, 2024
$ in Millions	Noncontrolling Percentage (1)		Noncontrolling Equity			Noncontrolling Percentage (1)		Noncontrolling Equity
Noncontrolling interests:
Ark	27.9	%	$	447.4	(2)	27.9	%	$	410.4	(2)
HG Global	3.1	%	(12.4)			3.1	%	(13.4)
Kudu	8.8	%	127.6		(3)	9.6	%	127.6		(3)
Bamboo	27.2	%	93.1			27.2	%	113.6
Other	various		40.0			various		9.1
Total noncontrolling interests			$	695.7				$	647.3

(1) The noncontrolling percentage represents the basic ownership interests held by noncontrolling shareholders with the exception of HG Global, for which the noncontrolling percentage represents the preferred share ownership held by noncontrolling shareholders.

(2) As of June 30, 2025 and December 31, 2024, Ark’s noncontrolling equity includes $56.5 and $42.9 related to management’s equity incentives.

(3) As of June 30, 2025 and December 31, 2024, Kudu’s noncontrolling equity includes $43.9 and $47.9 related to management’s equity incentives.

Note 14. Segment Information

As of June 30, 2025, White Mountains conducted its operations through four reportable segments: (1) Ark/WM Outrigger, (2) HG Global, (3) Kudu and (4) Bamboo, with its remaining operating businesses, holding companies and other assets included in Other Operations. White Mountains has made its segment determination based on consideration of the following criteria: (i) the nature of the business activities of each of the Company’s subsidiaries and affiliates; (ii) the manner in which the Company’s subsidiaries and affiliates are organized; (iii) the existence of primary managers responsible for specific subsidiaries and affiliates; and (iv) the organization of information provided to the Company’s CODMs and the Board of Directors. The Company’s CODMs are its Chief Executive Officer and its President and Chief Financial Officer. The CODMs utilize each segment’s pre-tax income (loss) in assessing each segment’s performance and allocating resources. Other measures of segment profitability are also reviewed by the CODMs. Significant intercompany transactions among White Mountains’s segments have been eliminated herein.

Effective July 1, 2024, White Mountains no longer consolidates BAM. Through June 30, 2024, BAM’s results of operations were presented within the HG Global segment. See Note 2 — “Significant Transactions.”

The following tables present White Mountains’s pre-tax financial results by segment for the three and six months ended June 30, 2025 and 2024:

	Ark/WM Outrigger										Other Operations		Total
Millions	Ark		WM Outrigger Re		HG Global		Kudu		Bamboo
Three Months Ended June 30, 2025
Earned insurance premiums	$	357.1	$	7.1	$	7.1	$	—	$	1.6	$	2.3	$	375.2
Net investment income (1)	24.1		2.2		6.5		19.3		.7		8.6		61.4
Net realized and unrealized (1)<br><br>investment gains (losses)	51.1		—		3.1		.8		—		31.8		86.8
Net realized and unrealized investment<br><br>gains (losses) from investment in<br><br>MediaAlpha	—		—		—		—		—		30.5		30.5
Interest income from BAM Surplus Notes	—		—		7.5		—		—		—		7.5
Commission and fee revenues	—		—		—		—		59.1		4.2		63.3
Other revenues	6.3		—		—		.3		1.1		56.8		64.5
Total revenues	438.6		9.3		24.2		20.4		62.5		134.2		689.2
Loss and LAE	162.3		1.7		—		—		1.7		.8		166.5
Acquisition expenses	95.8		1.4		2.0		—		(.6)		.9		99.5
Cost of sales	—		—		—		—		—		42.4		42.4
Broker commission expenses	—		—		—		—		19.8		—		19.8
General and administrative expenses (2) (3)	56.5		—		1.0		3.6		22.6		53.8		137.5
Change in fair value of contingent consideration	28.4		—		—		—		—		—		28.4
Interest expense	4.3		—		4.5		6.1		2.9		.8		18.6
Total expenses	347.3		3.1		7.5		9.7		46.4		98.7		512.7
Pre-tax income (loss)	$	91.3	$	6.2	$	16.7	$	10.7	$	16.1	$	35.5	$	176.5

(1) Bamboo’s net investment income and net realized and unrealized investment gains (losses) are included in other revenues in the consolidated statement of operations.

(2) Ark’s general and administrative expenses include $46.3 of other underwriting expenses.

(3) Bamboo’s general and administrative expenses include $4.0 of amortization of other intangible assets.

	Ark/WM Outrigger				HG Global								Other Operations
Millions	Ark		WM Outrigger Re		HG Global		BAM (1) (2)		Kudu		Bamboo				Total
Three Months Ended June 30, 2024
Earned insurance premiums	$	310.8	$	7.5	$	7.5	$	1.5	$	—	$	8.0	$	8.6		$	343.9
Net investment income (3)	19.3		3.0		5.9		4.5		15.7		.6		8.4			57.4
Net realized and unrealized (3)<br><br>investment gains (losses)	20.3		—		(2.0)		(2.3)		54.5		—		8.5			79.0
Net realized and unrealized investment<br><br>gains (losses) from investment in<br><br>MediaAlpha	—		—		—		—		—		—		(139.2)			(139.2)
Interest income (expense) from <br>   BAM Surplus Notes	—		—		6.6		(6.6)		—		—		—			—
Commission and fee revenues	—		—		—		—		—		32.7		3.4			36.1
Other revenues	2.4		—		—		.6		—		.7		14.5			18.2
Total revenues	352.8		10.5		18.0		(2.3)		70.2		42.0		(95.8)			395.4
Loss and LAE	176.0		(.3)		—		—		—		4.3		3.9			183.9
Acquisition expenses	65.9		2.3		2.2		—		—		2.9		2.6			75.9
Cost of sales	—		—		—		—		—		—		7.0			7.0
Broker commission expenses	—		—		—		—		—		12.7		—			12.7
General and administrative expenses (4) (5)	42.8		.1		.6		16.6		3.5		15.7		43.2			122.5
Change in fair value of contingent <br>   consideration	13.3		—		—		—		—		—		—			13.3
Interest expense	4.7		—		4.1		—		5.4		—		.6			14.8
Total expenses	302.7		2.1		6.9		16.6		8.9		35.6		57.3			430.1
Pre-tax income (loss)	$	50.1	$	8.4	$	11.1	$	(18.9)	$	61.3	$	6.4	$	(153.1)		$	(34.7)

(1) Effective July 1, 2024 White Mountains no longer consolidates BAM. For the period from January 1, 2024 through June 30, 2024, BAM’s results of operations were presented within the HG Global segment.

(2) BAM manages its affairs on a statutory accounting basis. BAM’s statutory surplus includes the BAM Surplus Notes and is not reduced by accruals of interest expense on the BAM Surplus Notes. BAM’s statutory surplus is reduced only after a payment of principal or interest has been approved by the NYDFS.

(3) Bamboo’s net investment income and net realized and unrealized investment gains (losses) are included in other revenues in the consolidated statement of operations.

(4) Ark’s general and administrative expenses include $33.1 of other underwriting expenses.

(5) Bamboo’s general and administrative expenses include $4.3 of amortization of other intangible assets.

	Ark/WM Outrigger										Other Operations
Millions	Ark		WM Outrigger Re		HG Global		Kudu		Bamboo				Total
Six Months Ended June 30, 2025
Earned insurance premiums	$	703.1	$	19.1	$	15.3	$	—	$	16.5	$	16.2		$	770.2
Net investment income (1)	45.4		4.4		12.8		38.7		1.4		18.3			121.0
Net realized and unrealized (1)<br><br>investment gains (losses)	80.7		(.1)		13.1		44.8		.3		34.6			173.4
Net realized and unrealized investment<br><br>gains (losses) from investment in<br><br>MediaAlpha	—		—		—		—		—		(6.1)			(6.1)
Interest income from BAM Surplus Notes	—		—		15.0		—		—		—			15.0
Commission and fee revenues	—		—		—		—		103.3		8.1			111.4
Other revenues	8.5		—		.1		.7		2.4		70.4			82.1
Total revenues	837.7		23.4		56.3		84.2		123.9		141.5			1,267.0
Loss and LAE	375.6		21.9		—		—		12.6		18.2			428.3
Acquisition expenses	179.6		1.1		3.9		—		6.0		6.0			196.6
Cost of sales	—		—		—		—		—		49.9			49.9
Broker commission expenses	—		—		—		—		35.3		—			35.3
General and administrative expenses (2) (3)	92.3		.1		1.6		7.6		42.6		89.3			233.5
Change in fair value of contingent<br>consideration	38.1		—		—		—		—		—			38.1
Interest expense	8.5		—		9.1		12.5		5.0		1.3			36.4
Total expenses	694.1		23.1		14.6		20.1		101.5		164.7			1,018.1
Pre-tax income (loss)	$	143.6	$	.3	$	41.7	$	64.1	$	22.4	$	(23.2)		$	248.9

(1) Bamboo’s net investment income and net realized and unrealized investment gains (losses) are included in other revenues in the consolidated statement of operations.

(2) Ark’s general and administrative expenses include $74.8 of other underwriting expenses.

(3) Bamboo’s general and administrative expenses include $8.0 of amortization of other intangible assets.

	Ark/WM Outrigger				HG Global								Other Operations
Millions	Ark		WM Outrigger Re		HG Global		BAM (1) (2)		Kudu		Bamboo				Total
Six Months Ended June 30, 2024
Earned insurance premiums	$	603.3	$	17.8	$	14.0	$	2.8	$	—	$	16.4	$	8.6		$	662.9
Net investment income (3)	36.3		5.9		11.3		8.8		32.9		.9		18.3			114.4
Net realized and unrealized investment (3)<br><br>gains (losses)	30.9		—		(9.3)		(5.1)		48.0		(.1)		30.7			95.1
Net realized and unrealized investment<br><br>gains (losses) from investment in<br><br>MediaAlpha	—		—		—		—		—		—		71.5			71.5
Interest income (expense) from <br>   BAM Surplus Notes	—		—		13.2		(13.2)		—		—		—			—
Commission and fee revenues	—		—		—		—		—		54.6		7.0			61.6
Other revenues	5.9		—		—		1.1		—		1.3		28.9			37.2
Total revenues	676.4		23.7		29.2		(5.6)		80.9		73.1		165.0			1,042.7
Loss and LAE	355.3		.4		—		—		—		10.1		3.9			369.7
Acquisition expenses	129.6		4.9		4.0		.4		—		6.0		2.6			147.5
Cost of sales	—		—		—		—		—		—		14.6			14.6
Broker commission expenses	—		—		—		—		—		22.0		—			22.0
General and administrative expenses (4) (5)	85.0		.1		1.0		33.5		6.9		27.7		93.5			247.7
Change in fair value of contingent <br>   consideration	13.3		—		—		—		—		—		—			13.3
Interest expense	10.1		—		7.6		—		11.0		—		1.3			30.0
Total expenses	593.3		5.4		12.6		33.9		17.9		65.8		115.9			844.8
Pre-tax income (loss)	$	83.1	$	18.3	$	16.6	$	(39.5)	$	63.0	$	7.3	$	49.1		$	197.9

(1) Effective July 1, 2024 White Mountains no longer consolidates BAM. For the period from January 1, 2024 through June 30, 2024, BAM’s results of operations were presented within the HG Global segment.

(2) BAM manages its affairs on a statutory accounting basis. BAM’s statutory surplus includes the BAM Surplus Notes and is not reduced by accruals of interest expense on the BAM Surplus Notes. BAM’s statutory surplus is reduced only after a payment of principal or interest has been approved by the NYDFS.

(3) Bamboo’s net investment income and net realized and unrealized investment gains (losses) are included in other revenues in the consolidated statement of operations.

(4) Ark’s general and administrative expenses include $63.6 of other underwriting expenses.

(5) Bamboo’s general and administrative expenses include $8.5 of amortization of other intangible assets.

The following tables present White Mountains’s revenues from external customers by country for three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30, 2025
Millions	United States		United Kingdom		Bermuda		Other		Total
Earned insurance premiums	$	1.6	$	229.0	$	144.6	$	—	$	375.2
Commission and fee revenues	59.1		—		—		4.2		63.3
Other revenues (1)	56.3		—		—		—		56.3
Total	$	117.0	$	229.0	$	144.6	$	4.2	$	494.8

(1) Amounts include revenues from external customers related to certain consolidated Other Operating Businesses.

	Three Months Ended June 30, 2024
Millions	United States		United Kingdom		Bermuda		Other		Total
Earned insurance premiums	$	1.5	$	193.7	$	148.7	$	—	$	343.9
Commission and fee revenues	32.7		—		—		3.4		36.1
Other revenues (1)	13.9		—		—		—		13.9
Total	$	48.1	$	193.7	$	148.7	$	3.4	$	393.9

(1) Amounts include revenues from external customers related to certain consolidated Other Operating Businesses.

	Six Months Ended June 30, 2025
Millions	United States		United Kingdom		Bermuda		Other		Total
Earned insurance premiums	$	16.5	$	444.5	$	309.2	$	—	$	770.2
Commission and fee revenues	103.3		—		—		8.1		111.4
Other revenues (1)	69.9		—		—		—		69.9
Total	$	189.7	$	444.5	$	309.2	$	8.1	$	951.5

(1) Amounts include revenues from external customers related to certain consolidated Other Operating Businesses.

	Six Months Ended June 30, 2024
Millions	United States		United Kingdom		Bermuda		Other		Total
Earned insurance premiums	$	2.8	$	371.1	$	289.0	$	—	$	662.9
Commission and fee revenues	54.6		—		—		7.0		61.6
Other revenues (1)	28.2		—		—		—		28.2
Total	$	85.6	$	371.1	$	289.0	$	7.0	$	752.7

(1) Amounts include revenues from external customers related to certain consolidated Other Operating Businesses.

The following table presents White Mountains’s balance sheet information by segment as of June 30, 2025 and December 31, 2024:

Millions<br>Selected Balance Sheet Data	Ark/WM Outrigger		HG Global			Kudu		Bamboo		Other<br>Operations			Total
June 30, 2025
Total investments	$	3,411.3	$	713.7		$	1,169.5	$	65.9	$	1,438.2		$	6,798.6
Total assets	$	6,905.5	$	1,244.5		$	1,230.7	619.5		$	1,822.7	(1)	$	11,822.9
Total liabilities	$	5,173.5	$	488.3	(1)	$	329.2	281.2		$	210.5		$	6,482.7
Total White Mountains’s<br><br>common shareholders’ equity	$	1,284.6	$	768.6	(1)	$	773.9	245.2		$	1,572.2	(1)	$	4,644.5
Noncontrolling interests	$	447.4	$	(12.4)		$	127.6	93.1		$	40.0		$	695.7
December 31, 2024
Total investments	$	3,139.7	$	667.6		$	1,041.9	$	58.0	$	1,570.4		$	6,477.6
Total assets	$	5,299.0	$	1,179.4		$	1,108.4	$	584.6	$	1,754.2	(1)	$	9,925.6
Total liabilities	$	3,664.8	$	464.1	(1)	$	316.7	$	167.7	$	181.3		$	4,794.6
Total White Mountains’s<br><br>common shareholders’ equity	$	1,223.8	$	728.7	(1)	$	664.1	$	303.3	$	1,563.8	(1)	$	4,483.7
Noncontrolling interests	$	410.4	$	(13.4)		$	127.6	$	113.6	$	9.1		$	647.3

(1) HG Global preferred dividends payable to White Mountains’s subsidiaries is eliminated in White Mountains’s consolidated financial statements. For segment reporting, the HG Global preferred dividends payable to White Mountains’s subsidiaries included within the HG Global segment are eliminated against the offsetting receivable included within Other Operations and therefore added back to White Mountains’s common shareholders’ equity within the HG Global segment. As of June 30, 2025 and December 31, 2024, the HG Global preferred dividends payable to White Mountains’s subsidiaries were $494.2 and $462.1.

Note 15. Variable Interest Entities

Under GAAP, White Mountains is required to consolidate any entity in which it holds a controlling financial interest. A controlling financial interest is usually in the form of an investment representing the majority of the subsidiary’s voting interests. However, a controlling financial interest may also arise from a financial interest in a VIE through arrangements that do not involve ownership of voting interests. A VIE is a legal entity that (i) does not have sufficient equity at risk to finance its activities without additional financial support; (ii) is structured such that equity investors, as a group, lack the power, through voting or similar rights, to direct the activities that most significantly impact the entity’s economic performance; (iii) is structured such that the equity investors lack the obligation to absorb losses of, or the right to receive returns from, the entity; or (iv) is structured with non-substantive voting rights. White Mountains determines whether an entity is a VIE at the inception of its variable interest in the entity and upon the occurrence of certain reconsideration events.

White Mountains consolidates a VIE if it determines that it is the primary beneficiary. The primary beneficiary is defined as the entity that holds a variable interest that gives it both the power to direct the VIE’s activities that most significantly impact its economic performance and the obligation to absorb losses of, or the right to receive returns from, the VIE that could potentially be significant to the VIE. The identification of the primary beneficiary of a VIE may require significant assumptions and judgment. When White Mountains determines it has a variable interest in a VIE, it determines whether it is the primary beneficiary of that VIE by performing an analysis that principally considers: (i) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (ii) the VIE’s capital structure; (iii) the identification of the activities that most significantly impact the VIE’s economic performance; (iv) the governance provisions and other contractual arrangements between the VIE and its variable interest holders and other parties involved with the VIE; and (v) related party relationships. At inception of its variable interest in the VIE as well as on an ongoing basis, White Mountains performs qualitative assessments of its VIEs to determine whether White Mountains is the primary beneficiary of a VIE.

WM Outrigger Re

White Mountains has determined that Outrigger Re Ltd. and its segregated accounts, including WM Outrigger Re, are VIEs. White Mountains is not the primary beneficiary of Outrigger Re Ltd. or its third-party segregated accounts. White Mountains is the primary beneficiary of WM Outrigger Re, as it has both the power to direct the activities that most significantly impact WM Outrigger Re’s economic performance and the obligation to absorb losses, or the right to receive returns, that could potentially be significant to WM Outrigger Re. As a result, White Mountains consolidates WM Outrigger Re’s results in its financial statements. The assets of WM Outrigger Re can only be used to settle the liabilities of WM Outrigger Re, and there is no recourse to the Company for any creditors of WM Outrigger Re. WM Outrigger Re’s obligations under its reinsurance agreement with GAIL are subject to an aggregate limit equal to the assets in its collateral trust at any point in time. As of June 30, 2025, investments of $220.2 million were held in its collateral trust account.

BAM

BAM is the first and only mutual municipal bond insurance company in the United States. HG Global, together with its subsidiaries, funded the initial capitalization of BAM through the purchase of $503.0 million of BAM Surplus Notes and, through its reinsurance subsidiary HG Re, provides first-loss reinsurance protection of up to 15%-of-par outstanding for each policy assumed from BAM. As a mutual insurance company, BAM is owned by and operated for the benefit of its members, the municipalities whose debt issuances are insured by BAM. White Mountains has determined that BAM is a VIE.

BAM’s underwriting process was determined to be the activity that most significantly impacts BAM’s economic performance. BAM’s underwriting guidelines define the types of credits that BAM may insure. Pursuant to the original FLRT, BAM’s underwriting guidelines could only be amended with the consent of HG Re. As a result, White Mountains concluded at inception and through June 30, 2024 that it had the power to direct BAM’s activities that most significantly impacted BAM’s economic performance and it was the primary beneficiary. Accordingly, White Mountains was required to consolidate BAM’s results in its financial statements. Since BAM is owned by its members, its equity and results of operations were included in noncontrolling interests.

On July 1, 2024, HG Re and BAM amended the terms of the FLRT with respect to certain governance rights held by HG Re. Under the amended FLRT, HG Re no longer has approval rights over changes to BAM’s underwriting guidelines; however, HG Re is only required to provide reinsurance on policies that fall within the FLRT underwriting guidelines agreed upon by HG Re. In conjunction with the amendments to the FLRT, HG Global and BAM increased the interest rate on the BAM Surplus Notes to 10.0%, with a higher proportion of each payment to be applied to outstanding principal prospectively. As a result, and in combination with other governance changes at BAM, White Mountains concluded that it no longer has the power to direct BAM’s activities that most significantly impact its economic performance and is no longer BAM’s primary beneficiary. Accordingly, effective July 1, 2024, White Mountains no longer consolidates BAM.

BAM’s assets can only be used to settle BAM’s obligations, and general creditors of BAM have no recourse to the Company or HG Global. HG Re’s obligations to BAM under the FLRT are subject to an aggregate limit equal to the assets in the Collateral Trusts at any point in time. As of June 30, 2025, the Collateral Trusts held assets of $984.1 million.

PassportCard/DavidShield

As of June 30, 2025, White Mountains’s ownership interest in PassportCard/DavidShield was 53.8% (51.5% on a fully-diluted/fully-converted basis). White Mountains has determined that PassportCard/DavidShield is a VIE but that White Mountains is not the primary beneficiary and therefore does not consolidate PassportCard/DavidShield. The governance structure for PassportCard/DavidShield was designed to give White Mountains and its co-investor equal power to make the decisions that most significantly impact its operations. White Mountains does not have the unilateral power to direct the operations of PassportCard/DavidShield and does not hold a controlling financial interest. White Mountains’s ownership interest gives White Mountains the ability to exert significant influence over the significant financial and operating activities of PassportCard/DavidShield. Accordingly, White Mountains’s investment in PassportCard/DavidShield meets the criteria to be accounted for under the equity method. White Mountains has taken the fair value option for its investment in PassportCard/DavidShield. Changes in the fair value of PassportCard/DavidShield are recorded in net realized and unrealized investment gains (losses). As of June 30, 2025, White Mountains’s maximum exposure to loss on its equity investment in PassportCard/DavidShield and the non-interest-bearing loan to its co-investor is the total carrying value of $164.1 million.

Elementum

As of June 30, 2025, White Mountains’s ownership interest in Elementum was 26.6% (25.4% on a fully-diluted/fully-converted basis). White Mountains has determined that Elementum is a VIE but that White Mountains is not the primary beneficiary and therefore does not consolidate Elementum. White Mountains’s ownership interest gives White Mountains the ability to exert significant influence over the significant financial and operating activities of Elementum. Accordingly, Elementum meets the criteria to be accounted for under the equity method. White Mountains has taken the fair value option for its investment in Elementum. Changes in the fair value of Elementum are recorded in net realized and unrealized investment gains (losses). As of June 30, 2025, White Mountains’s maximum exposure to loss on its limited partnership interest in Elementum is the carrying value of $35.0 million.

Bamboo CRV

White Mountains has determined that the Bamboo CRV is a VIE. White Mountains is the primary beneficiary of the Bamboo CRV, as it has both the power to direct the activities that most significantly impact the Bamboo CRV’s economic performance and the obligation to absorb losses, or the right to receive returns, that could potentially be significant to the Bamboo CRV. As a result, White Mountains consolidates the Bamboo CRV’s results in its financial statements. The assets of the Bamboo CRV can only be used to settle the liabilities of the Bamboo CRV, and there is no recourse to the Company for any creditors of the Bamboo CRV. As of June 30, 2025, the Bamboo CRV’s obligations under its reinsurance agreements are subject to an aggregate limit of approximately $6.0 million.

Limited Partnerships

White Mountains’s investments in limited partnerships are generally considered VIEs because the limited partnership interests do not have substantive kick-out rights or participating rights. White Mountains does not have the unilateral power to direct the operations of these limited partnerships, and therefore White Mountains is not the primary beneficiary and does not consolidate the limited partnerships. White Mountains has taken the fair value option for its investments in limited partnerships, which are generally measured at NAV as a practical expedient. As of June 30, 2025, White Mountains’s maximum exposure to loss on its investments in limited partnerships is the carrying value of $247.0 million.

Note 16. Equity Method Eligible Investments

White Mountains’s equity method eligible investments include Kudu’s Participation Contracts, White Mountains’s investment in MediaAlpha, PassportCard/DavidShield, Elementum, and certain other unconsolidated entities, private equity funds and hedge funds in which White Mountains has the ability to exert significant influence over the investee’s operating and financial policies. Under GAAP, equity method eligible investments are considered related parties.

The following table presents the ownership interests and carrying values of White Mountains’s equity method eligible investments as of June 30, 2025 and December 31, 2024:

	June 30, 2025			December 31, 2024
$ in Millions	Ownership Interest	Carrying Value		Ownership Interest	Carrying Value
Kudu’s Participation Contracts (1)	4.1% - 30.0%	$	1,121.1	4.1% - 30.0%	$	1,008.4
Investment in MediaAlpha	26.3%	$	195.5	26.6%	$	201.6
PassportCard/DavidShield	53.8%	$	155.0	53.8%	$	150.0
Elementum	26.6%	$	35.0	26.6%	$	35.0
Other equity method eligible investments, at fair value	Under 50.0%	$	257.0	Under 50.0%	$	243.7

(1) Ownership interest generally references basic ownership interest with the exception of Kudu’s Participation Contracts, which are noncontrolling equity interests in the form of revenue and earnings participation contracts.

For the three and six months ended June 30, 2025, White Mountains received dividend and income distributions from equity method eligible investments of $20.3 million and $36.9 million, which were recorded within net investment income in the consolidated statements of operations. For the three and six months ended June 30, 2024, White Mountains received dividend and income distributions from equity method eligible investments of $22.2 million and $38.1 million.

Note 17. Fair Value of Financial Instruments

White Mountains records its financial instruments at fair value with the exception of debt obligations, which are recorded as debt at face value less unamortized debt issuance costs and original issue discount. See Note 7 — “Debt.”

The following table presents the fair value and carrying value of these financial instruments as of June 30, 2025 and December 31, 2024:

	June 30, 2025				December 31, 2024
Millions	Fair Value		Carrying Value		Fair Value		Carrying Value
Ark 2021 Subordinated Notes	$	179.8	$	158.9	$	173.9	$	154.5
HG Global Senior Notes	$	154.9	$	147.6	$	157.2	$	147.4
Kudu Credit Facility	$	260.8	$	246.8	$	253.3	$	238.6
Bamboo Credit Facility	$	106.8	$	104.6	$	—	$	—
Other Operations debt	$	37.9	$	36.7	$	23.1	$	22.0

The fair value estimates for White Mountains’s debt obligations have been determined based on discounted cash flow analyses and are considered to be Level 3 measurements.

For the fair value measurements associated with White Mountains’s investment securities see Note 3 — “Investment Securities.” For the fair value measurements associated with White Mountains’s derivative instruments see Note 9 — “Derivatives.” For the fair value measurements associated with the BAM Surplus Notes see Note 10 — “Municipal Bond Guarantee Reinsurance.”

Note 18. Commitments and Contingencies

Legal Contingencies

White Mountains, and the insurance industry in general, is routinely subject to claims related litigation and arbitration in the normal course of business, as well as litigation and arbitration that do not arise from, nor are directly related to, claims activity. White Mountains’s estimates of the costs of settling matters routinely encountered in claims activity are reflected in the reserves for unpaid loss and LAE. See Note 5 — “Loss and Loss Adjustment Expense Reserves.”

White Mountains considers the requirements of ASC 450 when evaluating its exposure to non-claims related litigation and arbitration. ASC 450 requires that accruals be established for litigation and arbitration if it is probable that a loss has been incurred and it can be reasonably estimated. ASC 450 also requires that litigation and arbitration be disclosed if it is probable that a loss has been incurred or if there is a reasonable possibility that a loss may have been incurred. White Mountains does not have any current non-claims related litigation that may have a material adverse effect on White Mountains’s financial condition, results of operations or cash flows.

Note 19. Subsequent events

Distinguished Programs

On July 4, 2025, White Mountains entered into a Unit Purchase Agreement (the “Distinguished Purchase Agreement”) with AQ Phoenix Parent, L.P. (“Distinguished Programs”) and certain other parties thereto. Under the Distinguished Purchase Agreement, White Mountains will acquire, inclusive of its existing 1.4% basic ownership interest, a 51.0% controlling interest in Distinguished Programs on a basic units outstanding basis for approximately $230.0 million in cash at closing (the “Distinguished Transactions”). Distinguished Programs is a full-service MGA and program administrator for specialty property & casualty insurance. On behalf of its insurance carrier partners, Distinguished Programs typically manages all aspects of the placement process, including product development, marketing, underwriting, policy issuance and claims. Distinguished Programs earns commissions based on the volume and profitability of the insurance that it places. Distinguished Programs does not assume or retain and insurance risk.

The Distinguished Transactions are expected to close in the third quarter of 2025. Completion of the Distinguished Transactions is subject to the receipt of certain regulatory approvals and other customary closing conditions. There is no condition with respect to the availability of financing to consummate the Distinguished Transactions.

On the third anniversary of the closing of the Distinguished Transactions, certain sellers will have the right to sell additional units (representing 28.9% of the total units at closing on a basic units outstanding basis) to White Mountains at the same unit price paid in the Distinguished Transactions, the total price for which, if exercised in full, is expected to be approximately $130.0 million. White Mountains will have a parallel right to purchase such units at 1.35 times the unit price paid in the Distinguished Transactions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion contains “forward-looking statements.” White Mountains intends statements that are not historical in nature, which are hereby identified as forward-looking statements, to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. White Mountains cannot promise that its expectations in such forward-looking statements will turn out to be correct. White Mountains’s actual results could be materially different from and worse than its expectations. See “FORWARD-LOOKING STATEMENTS” on page 86 for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements.

The following discussion also includes eight non-GAAP financial measures: (i) Ark’s tangible book value, (ii) Kudu’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), (iii) Kudu’s adjusted EBITDA, (iv) Bamboo’s MGA pre-tax income (loss), (v) Bamboo’s MGA net income (loss), (vi) Bamboo’s MGA EBITDA, (vii) Bamboo’s MGA adjusted EBITDA and (viii) total consolidated portfolio returns excluding MediaAlpha that have been reconciled from their most comparable GAAP financial measures on page 84. White Mountains believes these measures to be useful in evaluating White Mountains’s financial performance and condition.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 and 2024

Overview

White Mountains reported book value per share of $1,804 as of June 30, 2025, an increase of 3% in both the second quarter and first six months of 2025, including dividends. Results in the second quarter and first six months of 2025 were driven primarily by sound results from White Mountains’s operating businesses and good investment returns.

White Mountains reported book value per share of $1,722 as of June 30, 2024. Book value per share decreased 1% in the second quarter of 2024 and increased 4% in the first six months of 2024, including dividends. The decrease in book value per share in the second quarter of 2024 was driven primarily by mark-to-market losses from the decline in MediaAlpha’s share price, partially offset by solid operating results and investment returns. The increase in book value per share in the first six months of 2024 was driven primarily by solid operating results and investment returns as well as mark-to-market gains from the increase in MediaAlpha’s share price.

Comprehensive income (loss) attributable to common shareholders was $124 million and $159 million in the second quarter and first six months of 2025 compared to $(55) million and $182 million in the second quarter and first six months of 2024. Results in the second quarter and first six months of 2025 included $31 million and $(6) million of unrealized investment gains (losses) from White Mountains’s investment in MediaAlpha compared to $(139) million and $72 million of net realized and unrealized investment gains (losses) in the second quarter and first six months of 2024.

On April 1, 2025, White Mountains acquired a majority interest in Enterprise Electric, LLC d/b/a Enterprise Solutions, a provider of specialty electrical contracting services. This was the first acquisition by WTM Partners.

On July 4, 2025, White Mountains entered into the Distinguished Purchase Agreement to acquire a majority interest in Distinguished Programs, a full-service MGA and program administrator for specialty property & casualty insurance. The Distinguished Transactions are expected to close in the third quarter of 2025.

On July 18, 2025, White Mountains closed its transaction to invest $150 million into BroadStreet Partners, Inc. (“BroadStreet”) through a special purpose investment vehicle alongside co-lead investors Ethos Capital LP and British Columbia Investment Management Corporation. BroadStreet is an insurance brokerage company with a presence in all 50 U.S. states and ten Canadian provinces.

Including these deployments, undeployed capital now stands at roughly $300 million.

The Ark/WM Outrigger segment’s combined ratio was 84% and 90% in the second quarter and first six months of 2025 compared to 87% and 89% in the second quarter and first six months of 2024. The Ark/WM Outrigger segment reported gross written premiums of $815 million and $1,923 million, net written premiums of $579 million and $1,306 million and net earned premiums of $364 million and $722 million in the second quarter and first six months of 2025 compared to gross written premiums of $697 million and $1,569 million, net written premiums of $503 million and $1,101 million and net earned premiums of $318 million and $621 million in the second quarter and first six months of 2024. The Ark/WM Outrigger segment reported pre-tax income of $98 million and $144 million in the second quarter and first six months of 2025 compared to $59 million and $101 million in the second quarter and first six months of 2024.

Ark’s combined ratio was 85% and 90% in the second quarter and first six months of 2025 and compared to 89% and 91% second quarter and first six months of 2024. Ark’s combined ratio in the first six months of 2025 included 13 points of catastrophe losses, driven by losses related to the January 2025 California wildfires. Ark’s combined ratio included five points and nine points of net favorable prior year development in the second quarter and first six months of 2025, driven by the property, marine & energy and specialty lines of business, which more than offset six points of unfavorable development in the second quarter related to aviation losses from the conflict in Ukraine. This compares to two points and one point of net favorable prior year development in the second quarter and first six months of 2024, driven primarily by the property line of business.

Ark reported gross written premiums of $815 million and $1,923 million, net written premiums of $536 million and $1,226 million and net earned premiums of $357 million and $703 million in the second quarter and first six months of 2025 compared to gross written premiums of $697 million and $1,569 million, net written premiums of $464 million and $1,028 million and net earned premiums of $311 million and $603 million in the second quarter and first six months of 2024. Premium growth in the second quarter and first six months of 2025 was driven primarily by the addition of new underwriting teams and classes of business in the property and specialty lines of business. Ark reported pre-tax income of $91 million and $144 million in the second quarter and first six months of 2025 compared to $50 million and $83 million in the second quarter and first six months of 2024. Ark’s results included net realized and unrealized investment gains of $51 million and $81 million in the second quarter and first six months of 2025 compared to $20 million and $31 million in the second quarter and first six months of 2024.

WM Outrigger Re’s combined ratio was 44% and 120% in the second quarter and first six months of 2025 compared to 27% and 30% in the second quarter and first six months of 2024. Catastrophe losses in the first six months of 2025 included $19 million of losses related to the California wildfires, net of reinstatement premiums. WM Outrigger Re reported gross and net written premiums of $43 million and $80 million and net earned premiums of $7 million and $19 million in the second quarter and first six months of 2025 compared to gross and net written premiums of $39 million and $73 million and net earned premiums of $8 million and $18 million in the second quarter and first six months of 2024. Gross and net written premiums increased due to White Mountains’s larger capital commitment to WM Outrigger Re for the 2025 underwriting year. WM Outrigger Re reported pre-tax income of $6 million and $0.3 million in the second quarter and first six months of 2025 compared to $8 million and $18 million in the second quarter and first six months of 2024. Through June 30, 2025, WM Outrigger Re generated pre-tax income of $10 million from the 2025 underwriting year, $28 million from the 2024 underwriting year and $76 million from the 2023 underwriting year. White Mountains’s capital commitment to WM Outrigger Re was $150 million for the 2025 underwriting year, $130 million for the 2024 underwriting year and $205 million for the 2023 underwriting year.

HG Global reported gross written premiums of $19 million and $26 million and earned premiums of $7 million and $15 million in the second quarter and first six months of 2025 compared to gross written premiums of $12 million and $21 million and earned premiums of $8 million and $14 million in the second quarter and first six months of 2024. HG Global’s total par value of policies assumed was $931 million and $1,358 million in the second quarter and first six months of 2025 compared to $786 million and $1,324 million in the second quarter and first six months of 2024. HG Global’s total gross pricing was 206 and 191 basis points in the second quarter and first six months of 2025 compared to 148 and 155 basis points in the second quarter and first six months of 2024. HG Global reported pre-tax income of $17 million and $42 million in the second quarter and first six months of 2025 compared to $11 million and $17 million in the second quarter and first six months of 2024. HG Global’s results included net realized and unrealized investment gains (losses) of $3 million and $13 million in the second quarter and first six months of 2025 compared to $(2) million and $(9) million in the second quarter and first six months of 2024, driven by the movement of interest rates. The fair value of the BAM Surplus Notes increased to $397 million as of June 30, 2025 compared to $389 million as of March 31, 2025, resulting from approximately $8 million of accrued interest. On August 6, 2025, HG Global received cash payments of principal and interest on the BAM Surplus Notes totaling $8 million.

Kudu reported total revenues of $20 million and $84 million, pre-tax income of $11 million and $64 million and adjusted EBITDA of $16 million and $32 million in the second quarter and first six months of 2025 compared to total revenues of $70 million and $81 million, pre-tax income of $61 million and $63 million and adjusted EBITDA of $12 million and $26 million in the second quarter and first six months of 2024. Total revenues, pre-tax income and adjusted EBITDA included $19 million and $39 million of net investment income in the second quarter and first six months of 2025 compared to $16 million and $33 million in the second quarter and first six months of 2024. Total revenues and pre-tax income also included $1 million and $45 million of net realized and unrealized investment gains in the second quarter and first six months of 2025 compared to $55 million and $48 million in the second quarter and first six months of 2024.

Kudu deployed $69 million, including transaction costs, into one new asset management firm in 2025. As of June 30, 2025, Kudu has deployed $1.06 billion, including transaction costs, into 28 asset and wealth management firms globally, including three that have been exited. As of June 30, 2025, the asset and wealth management firms have combined assets under management (“AUM”) of approximately $137 billion, spanning a range of asset classes.

Bamboo reported commission and fee revenues of $59 million and $103 million and pre-tax income of $16 million and $22 million in the second quarter and first six months of 2025 compared to commission and fee revenues of $33 million and $55 million and pre-tax income of $6 million and $7 million in the second quarter and first six months of 2024. Bamboo reported MGA pre-tax income of $15 million and $25 million and MGA adjusted EBITDA of $26 million and $46 million in the second quarter and first six months of 2025 compared to MGA pre-tax income of $6 million and $7 million and MGA adjusted EBITDA of $12 million and $18 million in the second quarter and first six months of 2024. Managed premiums, which represent the total premiums placed by Bamboo, were $191 million and $338 million in the second quarter and first six months of 2025 compared to $120 million and $209 million in the second quarter and first six months of 2024. The increase in managed premiums was driven by growth in the renewal book as well as new business volume.

As of June 30, 2025, White Mountains owned 17.9 million shares of MediaAlpha, representing a 26% basic ownership interest (24% on a fully-diluted/fully-converted basis). As of June 30, 2025, MediaAlpha’s share price was $10.95 per share, which increased from $9.24 per share as of March 31, 2025. The carrying value of White Mountains’s investment in MediaAlpha was $196 million as of June 30, 2025 compared to $165 million at March 31, 2025. At White Mountains’s current level of ownership, each $1.00 per share increase or decrease in the share price of MediaAlpha will result in an approximate $7.00 per share increase or decrease in White Mountains’s book value per share.

White Mountains’s total consolidated portfolio return on invested assets was 2.7% in the second quarter of 2025, which included $31 million of unrealized investment gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 2.3% in the second quarter of 2025, driven primarily by net investment income and net unrealized investment gains from the other long-term investments and fixed income portfolios. White Mountains’s total consolidated portfolio return on invested assets was -0.1% in the second quarter of 2024, which included $139 million of net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 2.2% in the second quarter of 2024, driven primarily by net realized and unrealized investment gains from other long-term investments and net investment income from the fixed income and other long-term investments portfolios.

White Mountains’s total consolidated portfolio return on invested assets was 4.5% in the first six months of 2025, which included $6 million of net unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 4.7% in the first six months of 2025, driven primarily by net investment income and net unrealized investment gains from the other long-term investments and fixed income portfolios. White Mountains’s total consolidated portfolio return on invested assets was 4.5% in the first six months of 2024, which included $72 million of net realized and unrealized investment gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 3.5% in the first six months of 2024, driven primarily by net investment income from the fixed income portfolio, net realized and unrealized gains from other-long term investments and unrealized investment gains from common equity securities.

Book Value Per Share

The following table presents White Mountains’s book value per share as of June 30, 2025, March 31, 2025, December 31, 2024 and June 30, 2024:

	June 30, 2025		March 31, 2025		December 31, 2024		June 30, 2024
Book value per share numerator (in millions):
White Mountains’s common shareholders’ equity	$	4,644.5	$	4,509.6	$	4,483.7	$	4,422.6
Book value per share denominator (in thousands <br>   of shares):
Common shares outstanding	2,575.1		2,573.7		2,568.1		2,568.3
Book value per share	$	1,803.57	$	1,752.17	$	1,745.87	$	1,722.02
Year-to-date dividends paid per share	$	1.00	$	1.00	$	1.00	$	1.00

Goodwill and Other Intangible Assets

The following table presents goodwill and other intangible assets that are included in White Mountains’s book value as of June 30, 2025, March 31, 2025, December 31, 2024 and June 30, 2024:

Millions	June 30, 2025		March 31, 2025		December 31, 2024		June 30, 2024
Goodwill:
Ark	$	116.8	$	116.8	$	116.8	$	116.8
Kudu	7.6		7.6		7.6		7.6
Bamboo	270.4		270.4		270.4		270.4
Other Operations (1)	139.8		44.4		44.4		44.4
Total goodwill	534.6		439.2		439.2		439.2
Other intangible assets:
Ark	175.7		175.7		175.7		175.7
Kudu	.2		.3		.4		.5
Bamboo	76.6		80.6		84.6		92.6
Other Operations	18.3		19.3		20.4		23.0
Total other intangible assets	270.8		275.9		281.1		291.8
Total goodwill and other intangible assets (2)	805.4		715.1		720.3		731.0
Goodwill and other intangible assets attributed to<br><br>noncontrolling interests (3)	(219.9)		(189.2)		(190.5)		(193.2)
Goodwill and other intangible assets included in <br>   White Mountains’s common shareholders’ equity	$	585.5	$	525.9	$	529.8	$	537.8

(1) The relative fair values of goodwill and of other intangible assets recognized in connection with the acquisition of Enterprise Solutions had not yet been finalized; accordingly, all amounts were reflected as goodwill as of June 30, 2025.

(2) See Note 4 — “Goodwill and Other Intangible Assets” on page 25 for details of other intangible assets.

(3) Amounts reflect the basic ownership percentage of the noncontrolling shareholders.

Summary of Consolidated Results

The following table presents White Mountains’s consolidated financial results by industry for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Revenues:
P&C Insurance and Reinsurance revenues	$	447.9	$	363.3	$	861.1	$	700.1
Financial Guarantee revenues	24.2		15.7		56.3		23.6
Asset Management revenues	20.4		70.2		84.2		80.9
P&C Insurance Distribution revenues	62.5		42.0		123.9		73.1
Other Operations revenues	134.2		(95.8)		141.5		165.0
Total revenues	689.2		395.4		1,267.0		1,042.7
Expenses:
P&C Insurance and Reinsurance expenses	350.4		304.8		717.2		598.7
Financial Guarantee expenses	7.5		23.5		14.6		46.5
Asset Management expenses	9.7		8.9		20.1		17.9
P&C Insurance Distribution expenses	46.4		35.6		101.5		65.8
Other Operations expenses	98.7		57.3		164.7		115.9
Total expenses	512.7		430.1		1,018.1		844.8
Pre-tax income (loss):
P&C Insurance and Reinsurance pre-tax income (loss)	97.5		58.5		143.9		101.4
Financial Guarantee pre-tax income (loss)	16.7		(7.8)		41.7		(22.9)
Asset Management pre-tax income (loss)	10.7		61.3		64.1		63.0
P&C Insurance Distribution pre-tax income (loss)	16.1		6.4		22.4		7.3
Other Operations pre-tax income (loss)	35.5		(153.1)		(23.2)		49.1
Total pre-tax income (loss)	176.5		(34.7)		248.9		197.9
Net income (loss):
Income tax (expense) benefit	(12.9)		(6.5)		(22.5)		(17.3)
Net income (loss)	163.6		(41.2)		226.4		180.6
Net (income) loss attributable to noncontrolling interests	(40.7)		(13.4)		(69.6)		1.2
Net income (loss) attributable to White Mountains’s<br>   common shareholders	122.9		(54.6)		156.8		181.8
Comprehensive income (loss):
Other comprehensive income (loss), net of tax	1.1		.1		3.1		(.2)
Comprehensive income (loss)	124.0		(54.5)		159.9		181.6
Other comprehensive (income) loss attributable to noncontrolling interests	(.3)		(.1)		(1.1)		—
Comprehensive income (loss) attributable to White Mountains’s <br>   common shareholders	$	123.7	$	(54.6)	$	158.8	$	181.6

I. SUMMARY OF OPERATIONS BY SEGMENT

As of June 30, 2025, White Mountains conducted its operations through four reportable segments: (1) Ark/WM Outrigger, (2) HG Global, (3) Kudu and (4) Bamboo, with our remaining operating businesses, holding companies and other assets included in Other Operations. White Mountains has made its segment determination based on consideration of the following criteria: (i) the nature of the business activities of each of the Company’s subsidiaries and affiliates; (ii) the manner in which the Company’s subsidiaries and affiliates are organized; (iii) the existence of primary managers responsible for specific subsidiaries and affiliates; and (iv) the organization of information provided to the Company’s CODMs and its Board of Directors. Significant intercompany transactions among White Mountains’s segments have been eliminated herein. White Mountains’s segment information is presented in Note 14 — “Segment Information” to the Consolidated Financial Statements.

Effective July 1, 2024, White Mountains no longer consolidates BAM. Through June 30, 2024, BAM’s results of operations were presented within the HG Global segment. See Note 2 - “Significant Transactions.”

A discussion of White Mountains’s consolidated investment operations is included after the discussion of operations by segment.

Ark/WM Outrigger

Ark is a specialty property and casualty insurance and reinsurance company that offers a wide range of niche insurance and reinsurance products, including property, specialty, marine & energy, accident & health and casualty. Ark underwrites select coverages through its two major subsidiaries in the United Kingdom and Bermuda.

Ark sponsored the formation of Outrigger Re Ltd., a Bermuda company registered as a special purpose insurer and segregated accounts company, to provide collateralized reinsurance protection on Ark’s Bermuda global property catastrophe excess of loss portfolio. White Mountains consolidates its segregated account of Outrigger Re Ltd., WM Outrigger Re, in its financial statements.

The following tables present the components of pre-tax income (loss) included in the Ark/WM Outrigger segment for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30, 2025
Millions	Ark		WM<br>Outrigger Re		Eliminations		Total
Direct written premiums	$	356.6	$	—	$	—	$	356.6
Assumed written premiums	458.6		42.6		(42.6)		458.6
Gross written premiums	815.2		42.6		(42.6)		815.2
Ceded written premiums	(279.2)		—		42.6		(236.6)
Net written premiums	$	536.0	$	42.6	$	—	$	578.6
Earned insurance premiums	$	357.1	$	7.1	$	—	$	364.2
Net investment income	24.1		2.2		—		26.3
Net realized and unrealized investment gains (losses)	51.1		—		—		51.1
Other revenues	6.3		—		—		6.3
Total revenues	438.6		9.3		—		447.9
Loss and LAE	162.3		1.7		—		164.0
Acquisition expenses	95.8		1.4		—		97.2
General and administrative expenses - other underwriting	46.3		—		—		46.3
General and administrative expenses - all other	10.2		—		—		10.2
Change in fair value of contingent consideration	28.4		—		—		28.4
Interest expense	4.3		—		—		4.3
Total expenses	347.3		3.1		—		350.4
Pre-tax income (loss)	$	91.3	$	6.2	$	—	$	97.5
	Three Months Ended June 30, 2024
---	---	---	---	---	---	---	---	---
Millions	Ark		WM<br>Outrigger Re		Eliminations		Total
Direct written premiums	$	339.4	$	—	$	—	$	339.4
Assumed written premiums	357.6		38.9		(38.9)		357.6
Gross written premiums	697.0		38.9		(38.9)		697.0
Ceded written premiums	(233.1)		—		38.9		(194.2)
Net written premiums	$	463.9	$	38.9	$	—	$	502.8
Earned insurance premiums	$	310.8	$	7.5	$	—	$	318.3
Net investment income	19.3		3.0		—		22.3
Net realized and unrealized investment gains (losses)	20.3		—		—		20.3
Other revenues	2.4		—		—		2.4
Total revenues	352.8		10.5		—		363.3
Loss and LAE	176.0		(.3)		—		175.7
Acquisition expenses	65.9		2.3		—		68.2
General and administrative expenses - other underwriting	33.1		—		—		33.1
General and administrative expenses - all other	9.7		.1		—		9.8
Change in fair value of contingent consideration	13.3		—		—		13.3
Interest expense	4.7		—		—		4.7
Total expenses	302.7		2.1		—		304.8
Pre-tax income (loss)	$	50.1	$	8.4	$	—	$	58.5			Six Months Ended June 30, 2025
---	---	---	---	---	---	---	---	---
Millions	Ark		WM<br>Outrigger Re		Eliminations		Total
Direct written premiums	$	773.4	$	—	$	—	$	773.4
Assumed written premiums	1,149.4		80.1		(80.1)		1,149.4
Gross written premiums	1,922.8		80.1		(80.1)		1,922.8
Ceded written premiums	(696.6)		—		80.1		(616.5)
Net written premiums	$	1,226.2	$	80.1	$	—	$	1,306.3
Earned insurance premiums	$	703.1	$	19.1	$	—	$	722.2
Net investment income	45.4		4.4		—		49.8
Net realized and unrealized investment gains (losses)	80.7		(.1)		—		80.6
Other revenues	8.5		—		—		8.5
Total revenues	837.7		23.4		—		861.1
Loss and LAE	375.6		21.9		—		397.5
Acquisition expenses	179.6		1.1		—		180.7
General and administrative expenses - other underwriting	74.8		—		—		74.8
General and administrative expenses - all other	17.5		.1		—		17.6
Change in fair value of contingent consideration	38.1		—		—		38.1
Interest expense	8.5		—		—		8.5
Total expenses	694.1		23.1		—		717.2
Pre-tax income (loss)	$	143.6	$	.3	$	—	$	143.9
	Six Months Ended June 30, 2024
---	---	---	---	---	---	---	---	---
Millions	Ark		WM<br>Outrigger Re		Eliminations		Total
Direct written premiums	$	624.4	$	—	$	—	$	624.4
Assumed written premiums	944.7		73.2		(73.2)		944.7
Gross written premiums	1,569.1		73.2		(73.2)		1,569.1
Ceded written premiums	(541.5)		—		73.2		(468.3)
Net written premiums	$	1,027.6	$	73.2	$	—	$	1,100.8
Earned insurance premiums	$	603.3	$	17.8	$	—	$	621.1
Net investment income	36.3		5.9		—		42.2
Net realized and unrealized investment gains (losses)	30.9		—		—		30.9
Other revenues	5.9		—		—		5.9
Total revenues	676.4		23.7		—		700.1
Loss and LAE	355.3		.4		—		355.7
Acquisition expenses	129.6		4.9		—		134.5
General and administrative expenses - other underwriting	63.6		—		—		63.6
General and administrative expenses - all other	21.4		.1		—		21.5
Change in fair value of contingent consideration	13.3		—		—		13.3
Interest expense	10.1		—		—		10.1
Total expenses	593.3		5.4		—		598.7
Pre-tax income (loss)	$	83.1	$	18.3	$	—	$	101.4

Ark/WM Outrigger Results—Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024

The Ark/WM Outrigger segment’s combined ratio was 84% and 87% in the second quarter of 2025 and 2024. The Ark/WM Outrigger segment reported gross written premiums of $815 million, net written premiums of $579 million and net earned premiums of $364 million in the second quarter of 2025 compared to gross written premiums of $697 million, net written premiums of $503 million and net earned premiums of $318 million in the second quarter of 2024. The Ark/WM Outrigger segment reported pre-tax income of $98 million in the second quarter of 2025 compared to $59 million in the second quarter of 2024.

Ark’s combined ratio was 85% and 89% in the second quarter of 2025 and 2024. Catastrophe losses were minimal in both periods. Ark’s combined ratio in the second quarter of 2025 included five points of net favorable prior year loss reserve development, primarily due to the property, marine & energy and specialty lines of business, which more than offset six points of unfavorable development in the second quarter related to aviation losses from the conflict in Ukraine. The increase in aviation losses resulting from a June 2025 U.K. High Court ruling on leasing claims. This compares to two points of net favorable prior year loss reserve development in the second quarter of 2024, primarily due to the property line of business.

Ark reported gross written premiums of $815 million, net written premiums of $536 million and net earned premiums of $357 million in the second quarter of 2025 compared to gross written premiums of $697 million, net written premiums of $464 million and net earned premiums of $311 million in the second quarter of 2024. Ark reported pre-tax income of $91 million in the second quarter of 2025 compared to $50 million in the second quarter of 2024. Ark’s results included net realized and unrealized investment gains of $51 million in the second quarter of 2025, driven primarily by net unrealized investment gains from foreign currency, other long-term investments and common equity securities, compared to net realized and unrealized investment gains of $20 million in the second quarter of 2024, driven primarily by net realized and unrealized investment gains from common equity securities. Ark’s results also included a $28 million expense related to the increase in fair value of White Mountains’s contingent consideration liability in the second quarter of 2025 compared to $13 million in the second quarter of 2024.

WM Outrigger Re’s combined ratio was 44% in the second quarter of 2025 compared to 27% in the second quarter of 2024. Catastrophe losses were minimal in both periods. In the second quarter of 2025, WM Outrigger Re’s combined ratio was 30% for the 2025 underwriting year and 164% for the 2024 underwriting year. In the second quarter of 2024, WM Outrigger Re’s combined ratio was 35% for the 2024 underwriting year and (17)% for the 2023 underwriting year .

WM Outrigger Re reported gross and net written premiums of $43 million and net earned premiums of $7 million in the second quarter of 2025 compared to gross and net written premiums of $39 million and net earned premiums of $8 million in the second quarter of 2024. The increase in gross and net written premiums was driven by White Mountains’s larger capital commitment to WM Outrigger Re for the 2025 underwriting year. WM Outrigger Re reported pre-tax income of $6 million in the second quarter of 2025. Results in the second quarter of 2025 included pre-tax income (loss) of $7 million for the 2025 underwriting year and $(1) million for the 2024 underwriting year. WM Outrigger Re reported pre-tax income of $8 million in the second quarter of 2024. Results in the second quarter of 2024 included pre-tax income of $7 million for the 2024 underwriting year and $1 million for the 2023 underwriting year.

The following tables present the Ark/WM Outrigger segment’s insurance premiums, insurance expenses and insurance ratios for the three months ended June 30, 2025 and 2024:

	Three Months Ended June 30, 2025
$ in Millions	Ark			WM Outrigger Re			Eliminations			Total
Insurance premiums:
Gross written premiums	$	815.2		$	42.6		$	(42.6)		$	815.2
Net written premiums	$	536.0		$	42.6		$	—		$	578.6
Net earned premiums	$	357.1		$	7.1		$	—		$	364.2
Insurance expenses:
Loss and LAE	$	162.3		$	1.7		$	—		$	164.0
Acquisition expenses	95.8			1.4			—			97.2
Other underwriting expenses (1)	46.3			—			—			46.3
Total insurance expenses	$	304.4		$	3.1		$	—		$	307.5
Insurance ratios:
Loss and LAE	45.4		%	23.9		%	—		%	45.0		%
Acquisition expense	26.8			19.8			—			26.7
Other underwriting expense	13.0			—			—			12.7
Combined Ratio	85.2		%	43.7		%	—		%	84.4		%

(1) Included within general and administrative expenses in the consolidated statement of operations.

	Three Months Ended June 30, 2024
$ in Millions	Ark			WM Outrigger Re			Eliminations			Total
Insurance premiums:
Gross written premiums	$	697.0		$	38.9		$	(38.9)		$	697.0
Net written premiums	$	463.9		$	38.9		$	—		$	502.8
Net earned premiums	$	310.8		$	7.5		$	—		$	318.3
Insurance expenses:
Loss and LAE	$	176.0		$	(.3)		$	—		$	175.7
Acquisition expenses	65.9			2.3			—			68.2
Other underwriting expenses (1)	33.1			—			—			33.1
Total insurance expenses	$	275.0		$	2.0		$	—		$	277.0
Insurance ratios:
Loss and LAE	56.6		%	(4.0)		%	—		%	55.2		%
Acquisition expense	21.2			30.7			—			21.4
Other underwriting expense	10.7			—			—			10.4
Combined Ratio	88.5		%	26.7		%	—		%	87.0		%

(1) Included within general and administrative expenses in the consolidated statement of operations.

The following table presents WM Outrigger Re’s insurance premiums, combined ratio and pre-tax income by underwriting year for the three months ended June 30, 2025 and 2024:

	Three Months Ended June 30,
	2025									2024
$ in Millions	2025 Underwriting Year			2024 Underwriting Year			Total			2024 Underwriting Year			2023 Underwriting Year			Total
Insurance premiums:
Gross written premiums	$	42.9		$	(.3)		$	42.6		$	39.1		$	(.2)		$	38.9
Net written premiums	$	42.9		$	(.3)		$	42.6		$	39.1		$	(.2)		$	38.9
Net earned premiums	$	6.3		$	.8		$	7.1		$	6.2		$	1.3		$	7.5
Combined Ratio	29.8		%	163.8		%	43.7		%	34.7		%	(16.6)		%	26.7		%
Pre-tax income	$	6.7		$	(.5)		$	6.2		$	7.0		$	1.4		$	8.4

Gross Written Premiums

Gross written premiums increased 17% to $815 million in the second quarter of 2025 compared to $697 million in the second quarter of 2024, with risk adjusted rate change of -4%. The increase in gross written premiums was driven primarily by the addition of new underwriting teams and classes of business in the property and specialty lines of business. The risk adjusted rate change on the Outrigger Re Ltd. portfolio of global property reinsurance in the second quarter of 2025 was -4% year-over-year. The following table presents the Ark/WM Outrigger segment’s gross written premiums by line of business for the three months ended June 30, 2025 and 2024:

	Three Months Ended June 30,
Millions	2025		2024
Property	$	500.2	$	429.9
Specialty	135.8		111.5
Marine & Energy	112.9		98.1
Casualty	43.2		30.6
Accident & Health	23.1		26.9
Total Gross Written Premiums	$	815.2	$	697.0

Ark/WM Outrigger Results—Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024

The Ark/WM Outrigger segment’s combined ratio was 90% in the first six months of 2025 compared to 89% in the first six months of 2024. The Ark/WM Outrigger segment reported gross written premiums of $1,923 million, net written premiums of $1,306 million and net earned premiums of $722 million in the first six months of 2025 compared to gross written premiums of $1,569 million, net written premiums of $1,101 million and net earned premiums of $621 million in the first six months of 2024. The Ark/WM Outrigger segment reported pre-tax income of $144 million in the first six months of 2025 compared to $101 million in the first six months of 2024.

Ark’s combined ratio was 90% in the first six months of 2025 compared to 91% in the first six months of 2024. Ark’s combined ratio in the first six months of 2025 included 13 points of catastrophe losses, driven by losses related to the January 2025 California wildfires of $75 million on a net basis after reinsurance and reinstatement premiums, compared to minimal catastrophe losses in the first six months of 2024. Ark’s combined ratio in the first six months of 2025 included nine points of net favorable prior year loss reserve development, driven primarily by the property, marine & energy and specialty lines of business, which more than offset three points of unfavorable development related to aviation losses from the conflict in Ukraine. This compares to one point of net favorable prior year loss reserve development in the first six months of 2024, driven primarily by the property line of business.

Ark reported gross written premiums of $1,923 million, net written premiums of $1,226 million and net earned premiums of $703 million in the first six months of 2025 compared to gross written premiums of $1,569 million, net written premiums of $1,028 million and net earned premiums of $603 million in the first six months of 2024.

Ark reported pre-tax income of $144 million in the first six months of 2025 compared to $83 million in the first six months of 2024. Ark’s results included net realized and unrealized investment gains of $81 million in the first six months of 2025, driven primarily by net unrealized investment gains from foreign currency, common equity securities and other long-term investments, compared to $31 million in the first six months of 2024, driven primarily by net unrealized investment gains on common equity securities. Ark’s results for the first six months of 2025 also included a $38 million expense related to the increase in fair value of White Mountains’s contingent consideration liability compared to $13 million in the first six months of 2024.

WM Outrigger Re’s combined ratio was 120% in the first six months of 2025 compared to 30% in the first six months of 2024. Catastrophe losses in the first six months of 2025 included $19 million of losses related to the California wildfires, net of reinstatement premiums. Catastrophe losses in the first six months of 2024 were minimal. WM Outrigger Re’s losses related to the California wildfires were $2 million for the 2025 underwriting year and $17 million for the 2024 underwriting year. In the first six months of 2025, WM Outrigger Re’s combined ratio was 50% for the 2025 underwriting year and 246% for the 2024 underwriting year. In the first six months of 2024, WM Outrigger Re’s combined ratio was 31% for the 2024 underwriting year and 29% for the 2023 underwriting year.

WM Outrigger Re reported gross and net written premiums of $80 million and net earned premiums of $19 million in the first six months of 2025 compared to gross and net written premiums of $73 million and net earned premiums of $18 million in the first six months of 2024. The increase in gross and net written premiums was driven by White Mountains’s larger capital commitment to WM Outrigger Re for the 2025 underwriting year. WM Outrigger Re reported pre-tax income of $0.3 million in the first six months of 2025. Results in the first six months of 2025 included pre-tax income (loss) of $10 million for the 2025 underwriting year and $(10) million for the 2024 underwriting year. WM Outrigger Re reported pre-tax income of $18 million in the first six months of 2024. Results in the first six months of 2024 included pre-tax income of $14 million for the 2024 underwriting year and $4 million for the 2023 underwriting year.

The following tables present the Ark/WM Outrigger segment’s insurance premiums, insurance expenses and insurance ratios for the six months ended June 30, 2025 and 2024:

	Six Months Ended June 30, 2025
$ in Millions	Ark			WM Outrigger Re			Eliminations			Total
Insurance premiums:
Gross written premiums	$	1,922.8		$	80.1		$	(80.1)		$	1,922.8
Net written premiums	$	1,226.2		$	80.1		$	—		$	1,306.3
Net earned premiums	$	703.1		$	19.1		$	—		$	722.2
Insurance expenses:
Loss and LAE	$	375.6		$	21.9		$	—		$	397.5
Acquisition expenses	179.6			1.1			—			180.7
Other underwriting expenses (1)	74.8			—			—			74.8
Total insurance expenses	$	630.0		$	23.0		$	—		$	653.0
Insurance ratios:
Loss and LAE	53.4		%	114.7		%	—		%	55.0		%
Acquisition expense	25.5			5.7			—			25.0
Other underwriting expense	10.6			—			—			10.4
Combined Ratio	89.5		%	120.4		%	—		%	90.4		%

(1) Included within general and administrative expenses in the consolidated statement of operations.

	Six Months Ended June 30, 2024
$ in Millions	Ark			WM Outrigger Re			Eliminations			Total
Insurance premiums:
Gross written premiums	$	1,569.1		$	73.2		$	(73.2)		$	1,569.1
Net written premiums	$	1,027.6		$	73.2		$	—		$	1,100.8
Net earned premiums	$	603.3		$	17.8		$	—		$	621.1
Insurance expenses:
Loss and LAE	$	355.3		$	.4		$	—		$	355.7
Acquisition expenses	129.6			4.9			—			134.5
Other underwriting expenses (1)	63.6			—			—			63.6
Total insurance expenses	$	548.5		$	5.3		$	—		$	553.8
Insurance ratios:
Loss and LAE	58.9		%	2.3		%	—		%	57.3		%
Acquisition expense	21.5			27.5			—			21.7
Other underwriting expense	10.5			—			—			10.2
Combined Ratio	90.9		%	29.8		%	—		%	89.2		%

(1) Included within general and administrative expenses in the consolidated statement of operations.

The following table presents WM Outrigger Re’s insurance premiums, combined ratio and pre-tax income by underwriting year for the six months ended June 30, 2025 and 2024:

	Six Months Ended June 30,
	2025									2024
$ in Millions	2025 Underwriting Year			2024 Underwriting Year			Total			2024 Underwriting Year			2023 Underwriting Year			Total
Insurance premiums:
Gross written premiums	$	77.6		$	2.5		$	80.1		$	73.2		$	—		$	73.2
Net written premiums	$	77.6		$	2.5		$	80.1		$	73.2		$	—		$	73.2
Net earned premiums	$	12.2		$	6.9		$	19.1		$	12.2		$	5.6		$	17.8
Combined Ratio	50.2		%	245.5		%	120.4		%	30.5		%	28.5		%	29.8		%
Pre-tax income	$	10.4		$	(10.1)		$	.3		$	14.3		$	4.0		$	18.3

Through June 30, 2025, WM Outrigger Re generated pre-tax income of $10 million from the 2025 underwriting year, $28 million from the 2024 underwriting year and $76 million from the 2023 underwriting year. White Mountains’s capital commitment to WM Outrigger Re was $150 million for the 2025 underwriting year, $130 million for the 2024 underwriting year and $205 million for the 2023 underwriting year.

Gross Written Premiums

Gross written premiums increased 23% to $1,923 million in the first six months of 2025 compared to $1,569 million in the first six months of 2024, with risk adjusted rate change of -3%. The increase in gross written premiums was driven primarily by the addition of new underwriting teams and classes of business in the property and specialty lines of business. The risk adjusted rate change on the Outrigger Re Ltd. portfolio of global property reinsurance in the first six months of 2025 was -5% year-over-year.

The following table presents the Ark/WM Outrigger segment’s gross written premiums by line of business for the six months ended June 30, 2025 and 2024:

	Six Months Ended June 30,
Millions	2025		2024
Property	$	941.8	$	756.7
Specialty	451.6		340.5
Marine & Energy	356.7		332.2
Accident & Health	88.3		74.6
Casualty	84.4		65.1
Total Gross Written Premium	$	1,922.8	$	1,569.1

Ark/WM Outrigger Balance Sheets

The following tables present amounts from Ark and WM Outrigger Re that are contained within White Mountains’s consolidated balance sheet as of June 30, 2025 and December 31, 2024:

	June 30, 2025
Millions	Ark		WM Outrigger Re		Eliminations and Segment Adjustments		Total
Assets
Fixed maturity investments, at fair value	$	1,755.8	$	—	$	—	$	1,755.8
Common equity securities, at fair value	435.0		—		—		435.0
Short-term investments, at fair value	391.2		220.2		—		611.4
Other long-term investments	609.1		—		—		609.1
Total investments	3,191.1		220.2		—		3,411.3
Cash	162.7		—		—		162.7
Reinsurance recoverables	1,149.8		—		(105.7)		1,044.1
Insurance premiums receivable	1,451.4		69.8		(69.8)		1,451.4
Deferred acquisition costs	332.4		12.4		—		344.8
Goodwill and other intangible assets	292.5		—		—		292.5
Other assets	198.7		—		—		198.7
Total assets	$	6,778.6	$	302.4	$	(175.5)	$	6,905.5
Liabilities
Loss and LAE reserves	$	2,288.5	$	40.3	$	(40.3)	$	2,288.5
Unearned insurance premiums	1,847.3		65.4		(65.4)		1,847.3
Debt	158.9		—		—		158.9
Reinsurance payable	533.6		—		(69.8)		463.8
Contingent consideration	193.4		—		—		193.4
Other liabilities	221.6		—		—		221.6
Total liabilities	5,243.3		105.7		(175.5)		5,173.5
Equity
White Mountains’s common shareholders’ equity	1,087.9		196.7		—		1,284.6
Noncontrolling interests	447.4		—		—		447.4
Total equity	1,535.3		196.7		—		1,732.0
Total liabilities and equity	$	6,778.6	$	302.4	$	(175.5)	$	6,905.5
Tangible book value:
Total equity	$	1,535.3	$	196.7	$	—	$	1,732.0
Less: goodwill and other intangible assets, net (1)	(248.6)		—		—		(248.6)
Plus: contingent consideration	193.4		—		—		193.4
Total tangible book value (2)	$	1,480.1	$	196.7	$	—	$	1,676.8

(1) Amount is net of $43.9 of deferred tax liabilities related to the other intangible assets.

(2) See “NON-GAAP FINANCIAL MEASURES” on page 84.

	December 31, 2024
Millions	Ark		WM Outrigger Re		Eliminations and Segment Adjustments		Total
Assets
Fixed maturity investments, at fair value	$	1,565.1	$	—	$	—	$	1,565.1
Common equity securities, at fair value	425.4		—		—		425.4
Short-term investments, at fair value	397.7		203.7		—		601.4
Other long-term investments	547.8		—		—		547.8
Total investments	2,936.0		203.7		—		3,139.7
Cash	141.1		.1		—		141.2
Reinsurance recoverables	628.2		—		(39.2)		589.0
Insurance premiums receivable	768.6		30.9		(30.9)		768.6
Deferred acquisition costs	164.4		.8		—		165.2
Goodwill and other intangible assets	292.5		—		—		292.5
Other assets	202.8		—		—		202.8
Total assets	$	5,133.6	$	235.5	$	(70.1)	$	5,299.0
Liabilities
Loss and LAE reserves	$	2,127.5	$	34.9	$	(34.9)	$	2,127.5
Unearned insurance premiums	853.3		4.3		(4.3)		853.3
Debt	154.5		—		—		154.5
Reinsurance payable	180.4		—		(30.9)		149.5
Contingent consideration	155.3		—		—		155.3
Other liabilities	224.7		—		—		224.7
Total liabilities	3,695.7		39.2		(70.1)		3,664.8
Equity
White Mountains’s common shareholders’ equity	1,027.5		196.3		—		1,223.8
Noncontrolling interests	410.4		—		—		410.4
Total equity	1,437.9		196.3		—		1,634.2
Total liabilities and equity	$	5,133.6	$	235.5	$	(70.1)	$	5,299.0
Tangible book value:
Total equity	$	1,437.9	$	196.3	$	—	$	1,634.2
Less: goodwill and other intangible assets, net (1)	(248.6)		—		—		(248.6)
Plus: contingent consideration	155.3		—		—		155.3
Total tangible book value (2)	$	1,344.6	$	196.3	$	—	$	1,540.9

(1) Amount is net of $43.9 of deferred tax liabilities related to the other intangible assets.

(2) See “NON-GAAP FINANCIAL MEASURES” on page 84.

HG Global

HG Global was established to fund the startup of BAM and, through its reinsurance subsidiary HG Re, to provide up to 15%-of-par, first-loss reinsurance protection for policies underwritten by BAM.

The following table presents the components of pre-tax income (loss) included in the HG Global segment for the three and six months ended June 30, 2025 and 2024. The HG Global segment consists of HG Global, which includes HG Re and its other wholly-owned subsidiaries, and, prior to its deconsolidation on July 1, 2024, BAM. Through June 30, 2024, BAM’s results of operations were presented within the HG Global segment. See Note 2 — “Significant Transactions.”

	Three Months Ended June 30,
	2025		2024
Millions	HG Global		HG Global		BAM (1)		Eliminations		Total
Direct written premiums	$	—	$	—	$	13.6	$	—	$	13.6
Assumed written premiums	19.2		11.6		—		(11.6)		—
Gross written premiums	19.2		11.6		13.6		(11.6)		13.6
Ceded written premiums	—		—		(11.6)		11.6		—
Net written premiums	$	19.2	$	11.6	$	2.0	$	—	$	13.6
									$	—
Earned insurance premiums	$	7.1	$	7.5	$	1.5	$	—	$	9.0
Net investment income	6.5		5.9		4.5		—		10.4
Net realized and unrealized<br><br>investment gains (losses)	3.1		(2.0)		(2.3)		—		(4.3)
Interest income from BAM Surplus<br><br>Notes	7.5		6.6		—		(6.6)		—
Change in fair value of BAM<br><br>Surplus Notes	—		—		—		—		—
Other revenues	—		—		.6		—		.6
Total revenues	24.2		18.0		4.3		(6.6)		15.7
Acquisition expenses	2.0		2.2		—		—		2.2
General and administrative expenses (2)	1.0		.3		16.6		—		16.9
Interest expense (3)	4.5		4.4		—		—		4.4
Interest expense from BAM<br><br>Surplus Notes	—		—		6.6		(6.6)		—
Total expenses	7.5		6.9		23.2		(6.6)		23.5
Pre-tax income (loss)	$	16.7	$	11.1	$	(18.9)	$	—	$	(7.8)
Supplemental information:
MSC collected (4)	$	—	$	—	$	14.6	$	—	$	14.6

(1) Effective July 1, 2024, White Mountains no longer consolidates BAM. For the period from January 1, 2024 through June 30, 2024, BAM’s results of operations were presented within the HG Global segment.

(2) For the three months ended June 30, 2024, the amount includes $(0.3) of intercompany general and administrative expenses that are eliminated in White Mountains’s consolidated financial statements. For segment reporting, HG Global’s intercompany general and administrative expenses included within the HG Global/BAM segment are eliminated against the offsetting intercompany general and administrative expenses included within Other Operations.

(3) For the three months ended June 30, 2024, the amount includes $0.3 of intercompany interest expense that is eliminated in White Mountains’s consolidated financial statements. For segment reporting, HG Global’s intercompany interest expense included within the HG Global/BAM segment is eliminated against the offsetting intercompany interest income included within Other Operations.

(4) MSC collected are recorded directly to BAM’s equity, which was recorded as noncontrolling interest on White Mountains’s balance sheet through June 30, 2024.

	Six Months Ended June 30,
	2025		2024
Millions	HG Global		HG Global		BAM (1)		Eliminations		Total
Direct written premiums	$	—	$	—	$	24.1	$	—	$	24.1
Assumed written premiums	25.9		20.5		—		(20.5)		—
Gross written premiums	25.9		20.5		24.1		(20.5)		24.1
Ceded written premiums	—		—		(20.5)		20.5		—
Net written premiums	$	25.9	$	20.5	$	3.6	$	—	$	24.1
Earned insurance premiums	$	15.3	$	14.0	$	2.8	$	—	$	16.8
Net investment income	12.8		11.3		8.8		—		20.1
Net realized and unrealized <br>   investment gains (losses)	13.1		(9.3)		(5.1)		—		(14.4)
Interest income from BAM <br>   Surplus Notes	15.0		13.2		—		(13.2)		—
Other revenues	.1		—		1.1		—		1.1
Total revenues	56.3		29.2		7.6		(13.2)		23.6
Acquisition expenses	3.9		4.0		.4		—		4.4
General and administrative expenses (2)	1.6		.7		33.5		—		34.2
Interest expense (3)	9.1		8.1		—		—		8.1
Interest expense from BAM <br>   Surplus Notes	—		—		13.2		(13.2)		—
Total expenses	14.6		12.8		47.1		(13.2)		46.7
Pre-tax income (loss)	$	41.7	$	16.4	$	(39.5)	$	—	$	(23.1)
Supplemental information:
MSC collected (4)	$	—	$	—	$	26.0	$	—	$	26.0

(1) Effective July 1, 2024, White Mountains no longer consolidates BAM. For the period from January 1, 2024 through June 30, 2024, BAM’s results of operations were presented within the HG Global segment.

(2) For the six months ended June 30, 2024, the amount includes $(0.3) of intercompany general and administrative expenses that are eliminated in White Mountains’s consolidated financial statements. For segment reporting, HG Global’s intercompany general and administrative expenses included within the HG Global/BAM segment are eliminated against the offsetting intercompany general and administrative expenses included within Other Operations.

(3) For the six months ended June 30, 2024, the amount includes $0.5 of intercompany interest expense that is eliminated in White Mountains’s consolidated financial statements. For segment reporting, HG Global’s intercompany interest expense included within the HG Global/BAM segment is eliminated against the offsetting intercompany interest income included within Other Operations.

(4) MSC collected are recorded directly to BAM’s equity, which was recorded as noncontrolling interest on White Mountains’s balance sheet through June 30, 2024.

HG Global Results—Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024

HG Global reported gross written premiums of $19 million and earned premiums of $7 million in the second quarter of 2025 compared to gross written premiums of $12 million and earned premiums of $8 million in the second quarter of 2024. HG Global reported gross written premiums net of ceding commission paid of $13 million in the second quarter of 2025 compared to $8 million in the second quarter of 2024. HG Global’s total par value of policies assumed, which represents its first-loss exposure on policies assumed from BAM, was $931 million in the second quarter of 2025, of which $840 million was in the primary market, compared to $786 million in the second quarter of 2024, of which $695 million was in the primary market. The increase in primary market par assumed was driven by increased municipal bond issuance.

HG Global’s total gross pricing was 206 basis points in the second quarter of 2025, compared to 148 basis points in the second quarter of 2024. Pricing in the primary market increased to 199 basis points in the second quarter of 2025 compared to 98 basis points in the second quarter of 2024, due to a greater proportion of large, high-priced issuances insured by BAM in the second quarter of 2025. Pricing in the secondary market, which is more transaction specific than pricing in the primary market, decreased to 277 basis points in the second quarter of 2025 compared to 530 basis points in the second quarter of 2024. Total pricing net of ceding commission paid increased to 144 basis points in the second quarter of 2025 compared to 104 basis points in the second quarter of 2024.

The following table presents HG Global’s par value assumed, reinsurance premiums and pricing for the three months ended June 30, 2025 and 2024:

	Three Months Ended June 30,
$ in Millions	2025			2024
Par value assumed:
Par value of primary market policies assumed (1)	$	840.1		$	695.4
Par value of secondary market policies assumed (1)	90.4			90.5
Total par value of policies assumed	$	930.5		$	785.9
Reinsurance premiums:
Gross written premiums from primary market	$	16.7		$	6.8
Gross written premiums from secondary market	2.5			4.8
Total gross written premiums	19.2			11.6
Ceding commission paid	5.8			3.4
Total gross written premiums net of ceding commission paid	$	13.4		$	8.2
Earned premiums	$	7.1		$	7.5
Pricing:
Gross pricing from primary market	199		bps	98		bps
Gross pricing from secondary market	277		bps	530		bps
Total gross pricing	206		bps	148		bps
Total pricing net of ceding commission paid	144		bps	104		bps

(1) For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds.

HG Global reported pre-tax income of $17 million in the second quarter of 2025 compared to $11 million in the second quarter of 2024. HG Global’s results in the second quarter of 2025 included net realized and unrealized investment gains (losses) on its fixed income portfolio of $3 million compared to $(2) million in the second quarter of 2024, driven by the movement of interest rates in each period. HG Global’s results in the second quarter of 2025 included interest income on the BAM Surplus Notes of $8 million compared to $7 million in the second quarter of 2024.

The fair value of the BAM Surplus Notes increased to $397 million as of June 30, 2025 compared to $389 million as of March 31, 2025, resulting from approximately $8 million of accrued interest. During the second quarter of 2025, HG Global did not receive any payments of principal or interest on the BAM Surplus Notes. During the second quarter of 2024, HG Global received cash payments of principal and interest on the BAM Surplus Notes totaling $8 million. Of this payment, $5 million was a repayment of principal held in the Supplemental Trust, less than $1 million was a payment of accrued interest held in the Supplemental Trust and $3 million was a payment of accrued interest held outside the Supplemental Trust.

During the second quarter of 2025, HG Re received a distribution from the Supplemental Trust of $22 million, which consisted of an assignment of accrued interest on the BAM Surplus Notes of $15 million and a cash distribution of $7 million. During the second quarter of 2024, HG Re received a distribution from the Supplemental Trust of $6 million, which consisted of an assignment of accrued interest on the BAM Surplus Notes.

HG Global Results—Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024

HG Global reported gross written premiums of $26 million and earned premiums of $15 million in the first six months of 2025 compared to gross written premiums of $21 million and earned premiums of $14 million in the first six months of 2024. HG Global reported gross written premiums net of ceding commission paid of $18 million in the first six months of 2025 compared to $15 million in the first six months of 2024. HG Global’s total par value of policies assumed was $1,358 million in the first six months of 2025, of which $1,167 million was in the primary market, compared to $1,324 million in the first six months of 2024, of which $1,178 million was in the primary market. The decline in primary market par assumed was driven by lower penetration rates in the first quarter. The increase in secondary market par assumed was driven by increased volatility and uncertainty in the municipal bond market, which created more demand for bond insurance.

HG Global’s total gross pricing was 191 basis points in the first six months of 2025 compared to 155 basis points in the first six months of 2024. Pricing in the primary market increased to 176 basis points in the first six months of 2025 compared to 116 basis points in the first six months of 2024, due to a greater proportion of large, high-priced issuances insured by BAM in the first six months of 2025. Pricing in the secondary market, which is more transaction specific than pricing in the primary market, decreased to 283 basis points in the first six months of 2025 compared to 466 basis points in the first six months of 2024. Total pricing net of ceding commission paid increased to 133 basis points in the first six months of 2025 compared to 110 basis points in the first six months of 2024.

The following table presents HG Global’s par value assumed, reinsurance premiums and pricing for the six months ended June 30, 2025 and 2024:

	Six Months Ended June 30,
$ in Millions	2025			2024
Par value assumed:
Par value of primary market policies assumed (1)	$	1,167.1		$	1,178.0
Par value of secondary market policies assumed (1)	190.7			145.9
Total par value of policies assumed	$	1,357.8		$	1,323.9
Reinsurance premiums:
Gross written premiums from primary market	$	20.5		$	13.7
Gross written premiums from secondary market	5.4			6.8
Total gross written premiums	25.9			20.5
Ceding commission paid	7.8			6.0
Total gross written premiums net of ceding commission paid	$	18.1		$	14.5
Earned premiums	$	15.3		$	14.0
Pricing:
Gross pricing from primary market	176		bps	116		bps
Gross pricing from secondary market	283		bps	466		bps
Total gross pricing	191		bps	155		bps
Total pricing net of ceding commission paid	133		bps	110		bps

(1) For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds.

HG Global reported pre-tax income of $42 million in the first six months of 2025 compared to $17 million in the first six months of 2024. HG Global’s results in the first six months of 2025 included net realized and unrealized investment gains (losses) on its fixed income portfolio of $13 million compared to $(9) million in the first six months of 2024, driven by the movement of interest rates in each period. HG Global’s results in the first six months of 2025 included interest income on the BAM Surplus Notes of $15 million compared to $13 million in the first six months of 2024.

The fair value of the BAM Surplus Notes increased to $397 million as of June 30, 2025 compared to $382 million as of December 31, 2024, resulting from approximately $15 million of accrued interest. During the first six months of 2025, HG Global did not receive any payments of principal or interest on the BAM Surplus Notes. During the first six months of 2024, HG Global received cash payments of principal and interest on the BAM Surplus Notes totaling $8 million. Of this payment, $5 million was a repayment of principal held in the Supplemental Trust, less than $1 million was a payment of accrued interest held in the Supplemental Trust and $3 million was a payment of accrued interest held outside the Supplemental Trust.

During the first six months of 2025, HG Re received a distribution from the Supplemental Trust of $22 million, which consisted of an assignment of accrued interest on the BAM Surplus Notes of $15 million and a cash distribution of $7 million. During the first six months of 2024, HG Re received a distribution from the Supplemental Trust of $32 million, which consisted of an assignment of accrued interest on the BAM Surplus Notes.

HG Global Balance Sheets

The following table presents amounts for the HG Global segment that are presented within White Mountains’s consolidated balance sheet as of June 30, 2025 and December 31, 2024.

Millions	June 30, 2025		December 31, 2024
Assets
Fixed maturity investments, at fair value	$	670.8	$	612.1
Short-term investments, at fair value	42.9		55.5
Total investments	713.7		667.6
Cash	9.2		11.5
BAM Surplus Notes, at fair value (1)	396.7		381.7
Insurance premiums receivable	8.0		4.4
Deferred acquisition costs	90.4		86.6
Other assets	26.5		27.6
Total assets	$	1,244.5	$	1,179.4
Liabilities
Preferred dividends payable to White Mountains (2)	$	494.2	$	462.1
Preferred dividends payable to noncontrolling interests	15.2		14.2
Unearned insurance premiums	307.9		297.3
Debt	147.6		147.4
Accrued incentive compensation	.8		1.4
Other liabilities	16.8		3.8
Total liabilities	982.5		926.2
Equity
White Mountains’s common shareholders’ equity	274.4		266.6
Noncontrolling interests	(12.4)		(13.4)
Total equity	262.0		253.2
Total liabilities and equity	$	1,244.5	$	1,179.4
HG Global total equity after intercompany eliminations:
White Mountains’s common shareholders’ equity	$	274.4	$	266.6
Preferred dividends payable to White Mountains elimination (2)	494.2		462.1
HG Global total equity attributable to White Mountains’s common<br>   shareholders after intercompany eliminations	$	768.6	$	728.7

(1) The fair value of the BAM Surplus Notes includes accrued interest receivable.

(2) HG Global’s preferred dividends payable to White Mountains are eliminated in White Mountains’s consolidated financial statements. For segment reporting, these amounts are included within the HG Global segment and are eliminated against the offsetting receivables included within Other Operations.

HG Global Unearned Premiums, Net of Deferred Acquisition Costs

The following table presents HG Global’s unearned premiums, net of deferred acquisition costs:

Millions	June 30, 2025		December 31, 2024
Unearned premiums	$	307.9	$	297.3
Deferred acquisition costs	90.4		86.6
Unearned premiums, net of deferred acquisition costs	$	217.5	$	210.7

Kudu

Kudu provides capital solutions for boutique asset and wealth managers for a variety of purposes including generational ownership transfers, management buyouts, acquisition and growth finance and legacy partner liquidity. Kudu also provides strategic advice to managers from time to time.

Kudu deployed $69 million, including transaction costs, into one new asset management firm in 2025. As of June 30, 2025, Kudu has deployed a total of $1.06 billion, including transaction costs, into 28 asset and wealth management firms globally, including three that have been exited. As of June 30, 2025, the asset and wealth management firms have combined AUM of approximately $137 billion, spanning a range of asset classes, including real estate, wealth management, hedge funds, private equity and alternative credit strategies. Kudu’s capital was deployed at an average gross cash yield at inception of approximately 9.5% based on expected cash flows in the first year following deployment.

The following table presents the components of GAAP net income (loss), EBITDA and adjusted EBITDA included in the Kudu segment for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Net investment income (1)	$	19.3	$	15.7	$	38.7	$	32.9
Net realized and unrealized investment gains (losses)	.8		54.5		44.8		48.0
Other revenues	.3		—		.7		—
Total revenues	20.4		70.2		84.2		80.9
General and administrative expenses	3.6		3.5		7.6		6.9
Interest expense	6.1		5.4		12.5		11.0
Total expenses	9.7		8.9		20.1		17.9
GAAP pre-tax income (loss)	10.7		61.3		64.1		63.0
Income tax (expense) benefit	1.0		(9.9)		(10.6)		(9.1)
GAAP net income (loss)	11.7		51.4		53.5		53.9
Add back:
Interest expense	6.1		5.4		12.5		11.0
Income tax expense (benefit)	(1.0)		9.9		10.6		9.1
General and administrative expenses — depreciation	—		—		—		—
Amortization of other intangible assets	.1		.1		.2		.2
EBITDA (2)	16.9		66.8		76.8		74.2
Exclude:
Net realized and unrealized investment (gains) losses	(.8)		(54.5)		(44.8)		(48.0)
Non-cash equity-based compensation expense	—		—		—		—
Transaction expenses	.1		.1		—		.1
Adjusted EBITDA (2)	$	16.2	$	12.4	$	32.0	$	26.3

(1) Net investment income includes revenues from Participation Contracts and income from short-term and other long-term investments.

(2) See “NON-GAAP FINANCIAL MEASURES” on page 84.

The following table presents the changes to the fair value of Kudu’s Participation Contracts:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Beginning balance of Kudu’s Participation Contracts (1)	$	1,120.4	$	884.2	$	1,008.4	$	890.5
Contributions to Participation Contracts	.2		.2		68.2		.2
Proceeds from Participation Contracts sold (2)	—		(37.5)		—		(37.5)
Net realized and unrealized investment gains (losses) on<br><br>Participation Contracts sold and pending sale (3)	9.1		(3.2)		9.1		(6.3)
Net unrealized investment gains (losses) on Participation<br><br>Contracts - all other (4)	(8.6)		57.6		35.4		54.4
Ending balance of Kudu’s Participation Contracts (5)	$	1,121.1	$	901.3	$	1,121.1	$	901.3

(1) As of March 31, 2025, March 31, 2024, December 31, 2024 and December 31, 2023, Kudu’s other long-term investments also include $5.8, $5.7, $5.6 and $5.8 related to a private debt instrument.

(2) Includes $28.1 of proceeds receivable from Participation Contracts sold during the three and six months ended June 30, 2024.

(3) Includes net realized and unrealized investment gains (losses) recognized from Participation Contracts beginning in the quarter a contract is classified as pending sale.

(4) Includes net unrealized investment gains (losses) recognized from (i) ongoing Participation Contracts and (ii) Participation Contracts prior to classification as pending sale.

(5) As of June 30, 2025 and June 30, 2024, Kudu’s other long-term investments also include $6.1 and $5.8 related to a private debt instrument.

Kudu Results—Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024

Kudu reported total revenues of $20 million, pre-tax income of $11 million and adjusted EBITDA of $16 million in the second quarter of 2025 compared to total revenues of $70 million, pre-tax income of $61 million and adjusted EBITDA of $12 million in the second quarter of 2024. Total revenues, pre-tax income and adjusted EBITDA included $19 million of net investment income in the second quarter of 2025 compared to $16 million in the second quarter of 2024. The increase in net investment income was primarily due to higher dividends from existing participation contracts, reflecting growth in AUM and amounts earned from $171 million of deployments in new investments made subsequent to June 30, 2024. Total revenues and pre-tax income also included $1 million of net realized and unrealized investment gains in the second quarter of 2025 compared to $55 million in the second quarter of 2024. Net realized and unrealized investment gains in the second quarter of 2025 were driven by a modest increase in the fair value of Kudu’s Participation Contracts, primarily due to growth in AUM at several managers, foreign currency gains resulting from the weakening of the U.S. dollar and a step-up in valuation related to a sale transaction, largely offset by higher discount rates across the portfolio. Net realized and unrealized investment gains in the second quarter of 2024 were driven by an increase in the fair value of Kudu’s Participation Contracts, primarily due to lower discount rates across the portfolio and growth in AUM at several managers.

Kudu Results—Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024

Kudu reported total revenues of $84 million, pre-tax income of $64 million and adjusted EBITDA of $32 million in the first six months of 2025 compared to total revenues of $81 million, pre-tax income of $63 million and adjusted EBITDA of $26 million in the first six months of 2024. Total revenues, pre-tax income and adjusted EBITDA included $39 million of net investment income in the first six months of 2025 compared to $33 million in the first six months of 2024. The increase in net investment income was driven primarily by amounts earned from new deployments that Kudu made subsequent to June 30, 2024. Total revenues and pre-tax income also included $45 million of net realized and unrealized investment gains in the first six months of 2025 compared to $48 million in the first six months of 2024. Net realized and unrealized investment gains in the first six months of 2025 were driven by an increase in the fair value of Kudu’s Participation Contracts, primarily due to growth in AUM at several managers and foreign currency gains resulting from the weakening of the U.S. dollar. Net realized and unrealized investment gains for the first six months of 2024 were driven by an increase in the fair value of Kudu’s Participation Contracts, primarily due to lower discount rates across the portfolio and growth in AUM at several managers, partially offset by a decline in the share price from a publicly listed security received by Kudu in a prior sales transaction and foreign currency losses resulting from the strengthening of the U.S. dollar.

Bamboo

On January 2, 2024, White Mountains acquired a controlling interest in Bamboo. See Note 2 — “Significant Transactions.” Bamboo is a capital-light, tech- and data-enabled insurance distribution platform providing homeowners’ insurance and related products to the residential property market in California. Bamboo operates primarily through Bamboo MGA, its full-service MGA business, where the company manages all aspects of the placement process on behalf of its Capacity Providers, including product development, marketing, underwriting, policy issuance and claims oversight, and it earns commissions based on the volume and profitability of the insurance that it places.

The following table presents the components of GAAP net income (loss), MGA net income (loss), MGA EBITDA and MGA adjusted EBITDA included in White Mountains’s Bamboo segment for the three and six months ended June 30, 2025 and 2024:

Millions	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Commission and fee revenues	$	59.1	$	32.7	$	103.3	$	54.6
Earned insurance premiums	1.6		8.0		16.5		16.4
Other revenues	1.8		1.3		4.1		2.1
Total revenues	62.5		42.0		123.9		73.1
Broker commission expenses	19.8		12.7		35.3		22.0
Loss and LAE	1.7		4.3		12.6		10.1
Acquisition expenses	(.6)		2.9		6.0		6.0
General and administrative expenses	22.6		15.7		42.6		27.7
Interest expense	2.9		—		5.0		—
Total expenses	46.4		35.6		101.5		65.8
GAAP pre-tax income (loss)	16.1		6.4		22.4		7.3
Income tax (expense) benefit	(3.2)		(2.2)		(7.6)		(1.5)
GAAP net income (loss)	12.9		4.2		14.8		5.8
Exclude:
Net (income) loss, Bamboo Captive	(1.1)		(.4)		2.8		—
MGA net income (loss) (1)	11.8		3.8		17.6		5.8
Add back:
Interest expense	2.9		—		5.0		—
Income tax expense (benefit)	3.2		2.2		7.6		1.5
Depreciation expense	.3		—		.5		—
Amortization of other intangible assets	4.0		4.3		8.0		8.5
MGA EBITDA (1)	22.2		10.3		38.7		15.8
Exclude:
Non-cash equity-based compensation expense	2.3		.3		3.1		.6
Software implementation expenses	1.0		.4		1.9		.9
Restructuring expenses	.1		.5		1.8		.6
MGA adjusted EBITDA (1)	$	25.6	$	11.5	$	45.5	$	17.9

(1) See “NON-GAAP FINANCIAL MEASURES” on page 84.

Bamboo Results—Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024

Bamboo reported commission and fee revenues of $59 million and pre-tax income of $16 million in the second quarter of 2025 compared to commission and fee revenues of $33 million and pre-tax income of $6 million in the second quarter of 2024. Bamboo reported MGA pre-tax income of $15 million and MGA adjusted EBITDA of $26 million in the second quarter of 2025 compared to MGA pre-tax income of $6 million and MGA adjusted EBITDA of $12 million in the second quarter of 2024.

Bamboo’s estimates for losses to its programs from the January 2025 California wildfires remain unchanged at approximately $160 million as of June 30, 2025.

Bamboo Results—Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024

Bamboo reported commission and fee revenues of $103 million and pre-tax income of $22 million in the first six months of 2025 compared to commission and fee revenues of $55 million and pre-tax income of $7 million in the first six months of 2024. Bamboo reported MGA pre-tax income of $25 million and MGA adjusted EBITDA of $46 million in the first six months of 2025 compared to MGA pre-tax income of $7 million and MGA adjusted EBITDA of $18 million in the first six months of 2024.

Managed Premiums

Managed premiums represent the total premiums placed by Bamboo during the period. Managed premiums were $191 million in the second quarter of 2025 compared to $120 million in the second quarter of 2024. Managed premiums were $338 million in the first six months of 2025 compared to $209 million in the first six months of 2024. The increase in managed premium was driven by growth in the renewal book as well as new business volume. Renewal book growth was driven by strong client policy retention rates as well as approved rate increases that went into effect in the first quarter of 2025. In the second quarter and first six months of 2025, new business volume decreased year-over-year due to risk aggregation limits instituted by Bamboo on its largest program. However, in the second quarter of 2025, new business volume increased quarter-over-quarter as Bamboo began to launch additional fronted programs that will enable continued new business growth over the rest of the year.

The following table presents Bamboo’s managed premiums for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
New	$	72.9	$	85.3	$	132.7	$	151.1
Net renewals, endorsements, reinstatements and cancellations	117.9		34.5		205.1		58.2
Total Managed Premiums	$	190.8	$	119.8	$	337.8	$	209.3

Capacity Providers

During April 2025, Bamboo renewed its largest program for the treaty year ending April 1, 2026 on favorable terms, with strong demand from new and renewing reinsurance partners. Under the renewed terms, Bamboo MGA’s commission levels continue to be based on a sliding scale tied primarily to its attritional loss ratio. Bamboo also expanded its number of reinsurance partners. As of June 30, 2025, the insurance risk for Bamboo’s programs was supported by roughly 25 third-party Capacity Providers.

Other Operations

The following table presents the components of pre-tax income (loss) included in White Mountains’s Other Operations for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Earned insurance premiums	$	2.3	$	8.6	$	16.2	$	8.6
Net investment income	8.6		8.4		18.3		18.3
Net realized and unrealized investment gains (losses)	31.8		8.5		34.6		30.7
Net realized and unrealized investment gains (losses)<br><br>from investment in MediaAlpha	30.5		(139.2)		(6.1)		71.5
Commission and fee revenues	4.2		3.4		8.1		7.0
Other revenues	56.8		14.5		70.4		28.9
Total revenues	134.2		(95.8)		141.5		165.0
Loss and LAE	.8		3.9		18.2		3.9
Acquisition expenses	.9		2.6		6.0		2.6
Cost of sales	42.4		7.0		49.9		14.6
General and administrative expenses	53.8		43.2		89.3		93.5
Interest expense	.8		.6		1.3		1.3
Total expenses	98.7		57.3		164.7		115.9
Pre-tax income (loss)	$	35.5	$	(153.1)	$	(23.2)	$	49.1

Other Operations Results—Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024

White Mountains’s Other Operations reported pre-tax income (loss) of $36 million in the second quarter of 2025 compared to $(153) million in the second quarter of 2024. White Mountains’s Other Operations reported unrealized investment gains from its investment in MediaAlpha of $31 million in the second quarter of 2025 compared to net realized and unrealized investment gains (losses) of $(139) million in the second quarter of 2024. Excluding MediaAlpha, White Mountains’s Other Operations reported net realized and unrealized investment gains of $32 million in the second quarter of 2025 compared to $9 million in the second quarter of 2024. The increase in net realized and unrealized investment gains was driven primarily by higher gains from other long-term investments in the second quarter of 2025 compared to the second quarter of 2024. White Mountains’s Other Operations reported net investment income of $9 million in the second quarter of 2025 compared to $8 million in the second quarter of 2024. See Summary of Investment Results on page 76.

White Mountains’s Other Operations reported other revenues of $57 million in the second quarter of 2025 compared to $15 million in the second quarter of 2024. White Mountains’s Other Operations reported cost of sales of $42 million in the second quarter of 2025 compared to $7 million in the second quarter of 2024. The increases in other revenues and cost of sales were driven primarily by the acquisition of Enterprise Solutions by WTM Partners in the second quarter of 2025.

White Mountains’s Other Operations reported general and administrative expenses of $54 million in the second quarter of 2025 compared to $43 million in the second quarter of 2024. The increase in general and administrative expenses was driven primarily by parent company transaction costs as well as the acquisition of Enterprise Solutions. Other Operations general and administrative expenses included $21 million for parent company compensation and benefits in both the second quarter of 2025 and 2024.

The Bamboo CRV reported $1 million of pre-tax income in the second quarter of 2025 compared to $2 million in the second quarter of 2024. The Bamboo CRV’s results included earned premiums of $2 million, loss and LAE of $1 million and acquisition expenses of $1 million in the second quarter of 2025 compared to earned premiums of $9 million, loss and LAE of $4 million and acquisition expenses of $3 million in the second quarter of 2024. During the second quarter of 2025, White Mountains renewed the Bamboo CRV for the 2025 treaty year at a commitment of up to $10 million, down from $30 million in the prior year due to strong demand from third-party Capacity Providers.

Other Operations Results—Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024

White Mountains’s Other Operations reported pre-tax income (loss) of $(23) million in the first six months of 2025 compared to $49 million in the first six months of 2024. White Mountains’s Other Operations reported unrealized investment gains (losses) from its investment in MediaAlpha of $(6) million in the first six months of 2025 compared to net realized and unrealized investment gains of $72 million in the first six months of 2024. Excluding MediaAlpha, White Mountains’s Other Operations reported net realized and unrealized investment gains of $35 million in the first six months of 2025 compared to $31 million in the first six months of 2024. Results in both periods were driven primarily by net realized and unrealized investment gains from other long-term investments and common equity securities. White Mountains’s Other Operations reported net investment income of $18 million in both the first six months of 2025 and 2024. See Summary of Investment Results on page 76.

White Mountains’s Other Operations reported other revenues of $70 million in the first six months of 2025 compared to $29 million in the first six months of 2024. White Mountains’s Other Operations reported cost of sales of $50 million in the first six months of 2025 compared to $15 million in the first six months of 2024. The increases in other revenues and cost of sales were driven primarily by the acquisition of Enterprise Solutions by WTM Partners.

White Mountains’s Other Operations reported general and administrative expenses of $89 million in the first six months of 2025 compared to $94 million in the first six months of 2024. The decrease in general and administrative expenses was driven primarily by lower long-term incentive compensation costs, partially offset by parent company transaction costs as well as the acquisition of Enterprise Solutions. Other Operations general and administrative expenses in the first six months of 2025 included $37 million for parent company compensation and benefits compared to $51 million in the first six months of 2024. The decrease in parent company compensation and benefits was driven primarily by lower long-term incentive compensation costs due to fluctuations in the White Mountains share price.

The Bamboo CRV reported $7 million of pre-tax loss in the first six months of 2025 compared to $2 million of pre-tax income in the first six months of 2024. The Bamboo CRV’s results included earned premiums of $16 million, loss and LAE of $18 million and acquisition expenses of $6 million in the first six months of 2025 compared to earned premiums of $9 million, loss and LAE of $4 million and acquisition expenses of $3 million in the first six months of 2024. Loss and LAE in the first six months of 2025 included approximately $12 million related to the January 2025 California wildfires. Since its inception on April 1, 2024 through June 30, 2025, the Bamboo CRV has generated pre-tax income of $2 million, which included $1 million for the 2025 underwriting year and $1 million for the 2024 underwriting year.

II. Summary of Investment Results

White Mountains’s total investment results include results from all segments. For purposes of discussing rates of return, percentages are presented gross of management fees and trading expenses.

Effective July 1, 2024, White Mountains no longer consolidates BAM. Through June 30, 2024, White Mountains’s consolidated financial statements included BAM’s investment results. See Note 2 — “Significant Transactions.”

Gross Investment Returns and Benchmark Returns

The following table presents the pre-tax time-weighted investment returns for White Mountains’s consolidated portfolio for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Fixed income investments	1.5	%	1.0	%	3.3	%	1.7	%
Bloomberg U.S. Intermediate Aggregate Index	1.5	%	0.5	%	4.2	%	0.0	%
Common equity securities	4.5	%	3.3	%	6.4	%	7.8	%
Investment in MediaAlpha	18.5	%	(36.7)	%	(3.0)	%	15.6	%
Other long-term investments	3.0	%	4.1	%	6.4	%	5.6	%
Total common equity securities, investment in MediaAlpha and other <br>   long-term investments	4.2	%	(1.3)	%	5.9	%	8.1	%
Total common equity securities and other long-term investments	3.4	%	3.9	%	6.6	%	6.0	%
S&P 500 Index (total return)	10.9	%	4.3	%	6.2	%	15.3	%
Total consolidated portfolio	2.7	%	(0.1)	%	4.5	%	4.5	%
Total consolidated portfolio - excluding MediaAlpha (1)	2.3	%	2.2	%	4.7	%	3.5	%

(1) See “NON-GAAP FINANCIAL MEASURES” on page 84.

Investment Returns—Three and Six Months Ended June 30, 2025 versus Three and Six Months Ended June 30, 2024

White Mountains’s total consolidated portfolio return on invested assets was 2.7% in the second quarter of 2025, which included $31 million of unrealized investment gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 2.3% in the second quarter of 2025, driven primarily by net investment income and net unrealized investment gains from the other long-term investments and fixed income portfolios. White Mountains’s total consolidated portfolio return on invested assets was -0.1% in the second quarter of 2024, which included $139 million of net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 2.2% in the second quarter of 2024, driven primarily by net realized and unrealized investment gains from other long-term investments and net investment income from the fixed income and other long-term investments portfolios.

White Mountains’s total consolidated portfolio return on invested assets was 4.5% in the first six months of 2025, which included $6 million of net unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 4.7% in the first six months of 2025, driven primarily by net investment income and net unrealized investment gains from the other long-term investments and fixed income portfolios. White Mountains’s total consolidated portfolio return on invested assets was 4.5% in the first six months of 2024, which included $72 million of net realized and unrealized investment gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 3.5% in the first six months of 2024, driven primarily by net investment income from the fixed income portfolio, net realized and unrealized gains from other-long term investments and unrealized investment gains from common equity securities.

Fixed Income Results

White Mountains’s fixed income portfolio, including short-term investments, totaled $3.9 billion and $3.5 billion as of June 30, 2025 and December 31, 2024, which represented 57% and 54% of total invested assets. The duration of White Mountains’s fixed income portfolio, including short-term investments, was 1.6 years and 1.9 years as of June 30, 2025 and December 31, 2024. The change in fair value and duration of the fixed income portfolio was driven primarily by the reinvestment of cash proceeds from the sale of White Mountains’s ETF portfolio into short-term investments in preparation for near-term capital deployments. White Mountains’s fixed income portfolio includes fixed maturity and short-term investments held on deposit or as collateral. See Note 3 — “Investment Securities.”

White Mountains’s fixed income portfolio returned 1.5% in the second quarter of 2025 compared to 1.0% in the second quarter of 2024, in line with and outperforming the Bloomberg U.S. Intermediate Aggregate Index returns of 1.5% and 0.5% for the comparable periods. Results in the second quarter of 2025 were driven primarily by net investment income and net unrealized investment gains due to the decline in interest rates on White Mountains’s short duration fixed income portfolio. Results in the second quarter of 2024 were driven primarily by net investment income.

White Mountains’s fixed income portfolio returned 3.3% in the first six months of 2025 compared to 1.7% in the first six months of 2024, underperforming and outperforming the Bloomberg U.S. Intermediate Aggregate Index returns of 4.2% and 0.0% for the comparable periods. Results in the first six months of 2025 were driven primarily by net investment income and net unrealized investment gains due to the decline in interest rates on White Mountains’s short duration fixed income portfolio. Results in the first six months of 2024 were driven primarily by net investment income, partially offset by net unrealized investment losses due to the increase in interest rates on White Mountains’s short duration fixed income portfolio.

Common Equity Securities, Investment in MediaAlpha and Other Long-Term Investments Results

White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments totaled $2.9 billion and $3.0 billion as of June 30, 2025 and December 31, 2024, which represented 43% and 46% of total invested assets. See Note 3 — “Investment Securities.”

White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned 4.2% in the second quarter of 2025, which included $31 million of unrealized investment gains from White Mountains’s investment in MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 3.4% in the second quarter of 2025. White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned -1.3% in the second quarter of 2024, which included $139 million of net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 3.9% in the second quarter of 2024.

White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned 5.9% in the first six months of 2025, which included $6 million of net unrealized investment losses from White Mountains’s investment in MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 6.6% in the first six months of 2025. White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned 8.1% in the first six months of 2024, which included $72 million of net realized and unrealized investment gains from White Mountains’s investment in MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 6.0% in the first six months of 2024.

White Mountains’s portfolio of common equity securities generally consists of international listed equity funds, primarily held at Ark, and passive ETFs. White Mountains’s ETFs seek to provide investment results generally corresponding to the performance of the S&P 500 Index. White Mountains’s portfolio of common equity securities totaled $435 million and $650 million as of June 30, 2025 and December 31, 2024. The decrease in common equity securities in the first six months of 2025 was due to the sale of White Mountains’s ETF portfolio in preparation for near-term capital deployments.

White Mountains’s portfolio of common equity securities returned 4.5% in the second quarter of 2025 compared to 3.3% in the second quarter of 2024, underperforming the S&P 500 Index returns of 10.9% and 4.3% for the comparable periods. White Mountains’s portfolio of common equity securities returned 6.4% in the first six months of 2025 compared to 7.8% in the first six months of 2024, outperforming and underperforming the S&P 500 Index returns of 6.2% and 15.3% for the comparable periods. The underperformance and outperformance in all periods was driven primarily by certain international listed equity funds that employ a market neutral strategy.

White Mountains maintains a portfolio of other long-term investments that consists primarily of unconsolidated entities, including Kudu’s Participation Contracts, private equity funds and hedge funds, a bank loan fund, Lloyd’s trust deposits, ILS funds and private debt instruments. White Mountains’s portfolio of other long-term investments totaled $2.3 billion and $2.2 billion as of June 30, 2025 and December 31, 2024.

White Mountains’s portfolio of other long-term investments returned 3.0% in the second quarter of 2025 compared to 4.1% in the second quarter of 2024. Investment returns for the second quarter of 2025 were driven primarily by net investment income from Kudu’s Participation Contracts, net realized and unrealized investment gains from certain unconsolidated entities, private equity funds and hedge funds as well as unrealized gains from foreign currency. Investment returns for the second quarter of 2024 were driven primarily by net investment income and net realized and unrealized investment gains from Kudu’s Participation Contracts.

White Mountains’s portfolio of other long-term investments returned 6.4% in the first six months of 2025 compared to 5.6% in the first six months of 2024. Investment returns for the first six months of 2025 were driven primarily by net investment income and net realized and unrealized investment gains from Kudu’s Participation Contracts as well as net realized and unrealized investment gains from certain unconsolidated entities, private equity funds and hedge funds. Investment returns for the first six months of 2024 were driven primarily by net investment income and net realized and unrealized investment gains from Kudu’s Participation Contracts, as well as net investment income and net unrealized gains from private equity funds, hedge funds and ILS funds.

Foreign Currency Exposure

As of June 30, 2025, White Mountains had foreign currency exposure on $316 million of net assets, primarily related to Ark/WM Outrigger’s non-U.S. contracts, Kudu’s non-U.S. Participation Contracts and a private debt instrument, as well as certain other foreign consolidated and unconsolidated entities.

The following table presents the fair value of White Mountains’s foreign denominated net assets (liabilities) by segment as of June 30, 2025:

$ in Millions<br><br>Currency	Ark/WM Outrigger		Kudu		Other Operations		Total Fair Value		% of Total Shareholders’ Equity
CAD	$	95.3	$	57.1	$	—	$	152.4	2.9	%
AUD	48.1		69.6		—		117.7		2.2
GBP	48.8		—		—		48.8		0.9
EUR	(35.7)		32.0		—		(3.7)		(0.1)
All other	—		—		.9		.9		—
Total	$	156.5	$	158.7	$	.9	$	316.1	5.9	%

III. Income Taxes

As of June 30, 2025, the primary jurisdictions in which the Company’s subsidiaries and branches operated and were subject to tax are Israel, Luxembourg, the United Kingdom and the United States.

On December 27, 2023, Bermuda enacted a 15% corporate income tax that became effective on January 1, 2025. The Bermuda legislation defers the effective date for five years, for Bermuda companies in consolidated groups that meet certain requirements. To qualify for the deferral, generally the group must (i) have consolidated affiliates and permanent establishments in six or fewer countries, (ii) have no more than €50 million of net tangible assets outside of the country where the group has the largest amount of net tangible assets and (iii) not have a consolidated Bermuda affiliate or Bermuda permanent establishment directly or indirectly owned by a parent entity that is subject to the Income Inclusion Rule of Pillar Two in any jurisdiction. White Mountains expects to meet the requirements to be exempt from the Bermuda corporate income tax until January 1, 2030. The Bermuda legislation also provides for an economic transition adjustment that will reduce future years’ taxable income. Under GAAP, this economic transition adjustment was required to be recognized as a net deferred tax asset as of December 31, 2023. Accordingly, White Mountains recorded a net deferred tax asset of $68 million, with $51 million attributable to Ark and $17 million attributable to HG Global. Effective July 1, 2024, White Mountains no longer consolidates BAM. As a result of the deconsolidation, the BAM Surplus Notes were recorded at fair value, which resulted in the reversal of a $5 million deferred tax liability related to the economic transition adjustment in 2024. As of June 30, 2025, the net deferred tax asset related to the economic transition adjustment was $73 million, with $51 million attributable to Ark and $22 million attributable to HG Global.

On December 15, 2022, European Union Member States voted to adopt the EU Minimum Tax Directive in conformity with the OECD Pillar Two initiative. The Pillar Two initiative includes a set of model rules that are generally designed to impose a top-up tax on a large multinational enterprise group to the extent the group is not subject to an effective tax rate of at least 15% in each jurisdiction in which the group has a consolidated affiliate or permanent establishment. The EU Minimum Tax Directive required European Union Member States to enact conforming law by December 31, 2023. The main rule of the EU Minimum Tax Directive, the Income Inclusion Rule (“IIR”), was to become effective for fiscal years beginning on or after December 31, 2023, while the Undertaxed Profits Rule (“UTPR”) was to become effective for fiscal years beginning on or after December 31, 2024. The EU Minimum Tax Directive also permits European Union Member States to elect to apply a Qualified Domestic Minimum Top-up Tax (“QDMTT”) for fiscal years beginning on or after December 31, 2023.

On December 20, 2023, Luxembourg enacted conforming Pillar Two legislation including the IIR, UTPR and the QDMTT. Additional legislation addressing the applicability of the QDMTT was enacted on December 23, 2024. The Luxembourg Pillar Two rules defer the effective date of the QDMTT and UTPR until fiscal years beginning on or after December 31, 2028 and 2029, respectively, for Luxembourg companies in consolidated groups with a non-EU parent company that meet certain requirements. To qualify for the deferral, generally the group must (i) have consolidated affiliates and permanent establishments in six or fewer countries and (ii) have no more than €50 million of net tangible assets outside of the country where the group has the largest amount of net tangible assets. White Mountains expects to meet the requirements to be exempt from the Luxembourg QDMTT and UTPR until January 1, 2029 and 2030, respectively.

On July 11, 2023, the U.K. enacted conforming legislation adopting the Pillar Two IIR and QDMTT which became effective for fiscal years beginning on or after December 31, 2023. On March 20, 2025, the U.K. enacted legislation adopting the Pillar Two UTPR effective for fiscal years beginning on or after December 31, 2024. Under the legislation, the effective date of the UTPR is deferred until fiscal years beginning on or after December 31, 2029 for U.K. companies in consolidated groups with a non-EU parent company that meet certain requirements. To qualify for the deferral, generally the group must (i) have consolidated affiliates and permanent establishments in six or fewer countries and (ii) have no more than €50 million of net tangible assets outside of the country where the group has the largest amount of net tangible assets. White Mountains expects to meet the requirements to be exempt from the U.K. UTPR until January 1, 2030.

On January 15, 2025, the OECD released administrative guidance on its Pillar Two model rules (the “January 2025 OECD Administrative Guidance”). The January 2025 OECD Administrative Guidance provides that, subject to limited exceptions, deferred tax expense attributable to deferred tax assets resulting from the introduction of a new corporate income tax after November 30, 2021 is to be excluded when assessing whether a multinational enterprise group has an effective tax rate of at least 15% in the jurisdiction that adopted the corporate income tax. Deferred tax assets associated with the economic transition adjustment recognized under the Bermuda corporate income tax are expected to be within the scope of the January 2025 OECD Administrative Guidance. As of June 30, 2025, neither the U.K. nor Luxembourg had enacted changes in response to the January 2025 OECD Administrative Guidance, and no changes had been enacted with respect to the Bermuda corporate income tax to repeal or otherwise limit the economic transition adjustment. Accordingly, under GAAP, White Mountains is required to maintain the net deferred tax asset attributable to the economic transition adjustment as of June 30, 2025. Currently, the impact of any potential changes in response to the January 2025 OECD Administrative Guidance is uncertain, but may result in the elimination of the net deferred tax asset related to the economic transition adjustment.

On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act (“OBBBA”). White Mountains does not expect the OBBBA to have a material effect on its financial statements.

White Mountains’s income tax expense related to pre-tax income from continuing operations for the three and six months ended June 30, 2025 represented an effective tax rate of 7% and 9%. The effective tax rate was different from the U.S. statutory rate of 21.0%, driven primarily by full year forecasted income in jurisdictions with lower tax rates than the United States.

White Mountains’s income tax expense related to pre-tax loss from continuing operations for the three months ended June

30, 2024 represented an effective tax rate of (19)%. The effective tax rate was different from the U.S. statutory rate of 21.0%,

driven primarily by a change in forecasted income between jurisdictions for 2024.

White Mountains’s income tax expense related to pre-tax income from continuing operations for the six months ended June 30, 2024 represented an effective tax rate of 9%. The effective tax rate was different from the U.S. statutory rate of 21.0%, driven primarily by full year forecasted income in jurisdictions with lower tax rates than the United States.

LIQUIDITY AND CAPITAL RESOURCES

Operating Cash and Short-term Investments

Holding Company Level

The primary sources of cash for the Company and certain of its intermediate holding companies are expected to be distributions from its insurance, reinsurance and other operating subsidiaries, net investment income, proceeds from sales, repayments and maturities of investments, borrowings from credit facilities, capital raising activities and, from time to time, proceeds from sales of operating subsidiaries. The primary uses of cash are expected to be general and administrative expenses, purchases of investments, payments to tax authorities, payments on and repurchases/retirements of debt obligations, dividend payments to holders of the Company’s common shares, distributions to noncontrolling interest holders of consolidated subsidiaries, contributions to operating subsidiaries and, from time to time, purchases of operating subsidiaries and repurchases of the Company’s common shares.

Operating Subsidiary Level

The primary sources of cash for White Mountains’s insurance, reinsurance and other operating subsidiaries are expected to be premium and fee collections, commissions, net investment income, proceeds from sales, repayments and maturities of investments, contributions from holding companies, borrowings from credit facilities, and capital raising activities. The primary uses of cash are expected to be claim payments, policy acquisition costs, general and administrative expenses, broker commission expenses, cost of sales, purchases of investments, payments to tax authorities, payments on and repurchases/retirements of debt obligations, distributions to holding companies, distributions to noncontrolling interest holders and, from time to time, purchases of operating subsidiaries.

Both internal and external forces influence White Mountains’s financial condition, results of operations and cash flows. Premium and fee collections, investment returns, claim payments and cost of sales may be impacted by changing rates of inflation and other economic conditions. Some time may lapse between the occurrence of an insured loss, the reporting of the loss to White Mountains’s insurance and reinsurance operating subsidiaries and the settlement of the liability for that loss. The exact timing of the payment of losses cannot be predicted with certainty. White Mountains’s insurance and reinsurance operating subsidiaries maintain portfolios of invested assets with varying maturities and a substantial amount of cash and short-term investments to provide adequate liquidity for the payment of claims.

Management believes that White Mountains’s cash balances, cash flows from operations and routine sales and maturities of investments are adequate to meet expected cash requirements for the foreseeable future at both a holding company and insurance, reinsurance and other operating subsidiary level.

Dividend Capacity

Following is a description of the dividend capacity of White Mountains’s insurance and reinsurance and other operating subsidiaries:

Ark/WM Outrigger

During any 12-month period, GAIL, a class 4 licensed Bermuda insurer, has the ability to (i) make capital distributions of up to 15% of its total statutory capital per the previous year’s statutory financial statements, or (ii) make dividend payments of up to 25% of its total statutory capital and surplus per the previous year’s statutory financial statements, without prior approval of Bermuda regulatory authorities. Accordingly, GAIL will have the ability to pay a dividend of up to $337 million during 2025, which is equal to 25% of its statutory capital and surplus of $1,347 million as of December 31, 2024, subject to meeting all appropriate liquidity and solvency requirements. During the six months ended June 30, 2025, GAIL did not pay any dividends to its immediate parent.

During the six months ended June 30, 2025, Ark declared and paid a $41 million dividend to shareholders, including $30 million that was paid to White Mountains. As of June 30, 2025, Ark and its intermediate holding companies had $9 million of net unrestricted cash and short-term investments outside of its regulated and unregulated insurance and reinsurance operating subsidiaries.

WM Outrigger Re is a special purpose insurer subject to regulation and supervision by the BMA. WM Outrigger Re does not require regulatory approval to pay dividends; however, its dividend capacity is limited to amounts held outside of the collateral trust pursuant to its reinsurance agreement with GAIL. As of June 30, 2025, WM Outrigger Re had less than $1 million of net unrestricted cash held outside the collateral trust. As of June 30, 2025, WM Outrigger Re had $197 million of statutory capital and surplus and $220 million of assets held in the collateral trusts pursuant to the reinsurance agreement with GAIL.

HG Global

As of June 30, 2025, HG Global had $619 million face value of preferred shares outstanding, of which White Mountains owned 96.9%. Holders of the HG Global preferred shares are entitled to receive cumulative dividends at a fixed annual rate of 6.0% on a quarterly basis, payable when and if declared by HG Global. As of June 30, 2025, HG Global has accrued $509 million of dividends payable to holders of its preferred shares, $494 million of which is payable to White Mountains and is eliminated in consolidation. As of June 30, 2025, HG Global and its subsidiaries had $7 million of net unrestricted cash outside of HG Re.

HG Re is a special purpose insurer subject to regulation and supervision by the BMA. HG Re does not require regulatory approval to pay dividends; however, its dividend capacity is limited to amounts held outside of the Collateral Trusts. As of June 30, 2025, HG Re had $2 million of net unrestricted cash. As of June 30, 2025, HG Re had $173 million of accrued interest on the BAM Surplus Notes held outside the Collateral Trusts. As of June 30, 2025, HG Re had $755 million of statutory capital and surplus and $984 million of assets held in the Collateral Trusts.

HG Global has two primary sources of cash flows: (i) interest payments on the BAM Surplus Notes that are made outside the Collateral Trusts and (ii) releases of excess balances from the Collateral Trusts. During the six months ended June 30, 2025, HG Global did not receive any cash payments of principal and interest on the BAM Surplus Notes. During the six months ended June 30, 2025, HG Re received a distribution from the Supplemental Trust of $22 million, which consisted of an assignment of accrued interest on the BAM Surplus Notes of $15 million and a cash distribution of $7 million. See Note 10 — “Municipal Bond Guarantee Reinsurance.”

Kudu

During the six months ended June 30, 2025, Kudu distributed $7 million to unitholders, substantially all of which was paid to White Mountains. As of June 30, 2025, Kudu had $40 million of net unrestricted cash and short-term investments.

Bamboo

During the six months ended June 30, 2025, Bamboo paid $104 million of dividends to shareholders, $75 million of which were paid to White Mountains. As of June 30, 2025, Bamboo had $32 million of net unrestricted cash and short-term investments outside of the Bamboo Captive.

The Bamboo Captive is a protected cell captive domiciled in the state of Arizona and is subject to regulation and supervision by the Arizona Department of Insurance and Financial Institutions (“Arizona DIFI”). As an Arizona-domiciled protected cell, the Bamboo Captive is required to maintain $0.5 million of minimum capital. As of December 31, 2024, the Bamboo Captive had statutory capital and surplus of $7 million. The Bamboo Captive cannot pay any dividends without the approval of the Arizona DIFI. During the six months ended June 30, 2025, the Bamboo Captive did not pay any dividends to its immediate parent. As of June 30, 2025, the Bamboo Captive had $9 million of net unrestricted cash and short-term investments and $42 million of assets held as collateral pursuant to its reinsurance agreements.

Other Operations

During the six months ended June 30, 2025, White Mountains paid a $3 million common share dividend. As of June 30, 2025, the Company and its intermediate holding companies had $662 million of net unrestricted cash, short-term investments and fixed maturity investments, $196 million of MediaAlpha common stock and $310 million of private equity and hedge funds, ILS funds and certain unconsolidated entities.

Financing

The following table presents White Mountains’s capital structure as of June 30, 2025 and December 31, 2024:

$ in Millions	June 30, 2025			December 31, 2024
Ark 2021 Subordinated Notes (1) (2)	$	158.9		$	154.5
HG Global Senior Notes (1) (2)	147.6			147.4
Kudu Credit Facility (1) (2)	246.8			238.6
Bamboo Credit Facility (1) (2)	104.6			—
Other Operations debt (1) (2)	36.7			22.0
Total debt	694.6			562.5
Noncontrolling interests	695.7			647.3
Total White Mountains’s common shareholders’ equity	4,644.5			4,483.7
Total capital	$	6,034.8		$	5,693.5
Total debt to total capital	11.5		%	9.9		%

(1) See Note 7 — “Debt” for details of debt arrangements.

(2) Net of unamortized issuance costs and, where applicable, the original issue discount.

On July 16, 2025, the Company entered into a credit agreement, which establishes a senior unsecured revolving credit facility of up to $250 million that matures on July 16, 2028 (the “WTM Credit Facility”). The WTM Credit Facility is undrawn, and the Company has no current plans to draw on the WTM Credit Facility.

On July 21, 2025, Kudu amended the Kudu Credit Facility to increase the total commitment from $350 million to $500 million, reduce the maximum loan-to-value ratio from 50% to 40% and revised the interest rate. The interest rate on the outstanding balance as of July 21, 2025 was reduced from a then floating rate of 8.75% to a fixed rate of 7.65%. Future borrowings will bear a fixed rate of interest equal to the interpolated yield on U.S. Treasuries at the time of borrowing plus a stated margin of 3.10%. The amended Kudu Credit Facility has a five-year availability period and matures on June 30, 2038.

Management believes that White Mountains has the flexibility and capacity to obtain funds externally through debt or equity financing on both a short-term and long-term basis. However, White Mountains can provide no assurance that, if needed, it would be able to obtain additional debt or equity financing on satisfactory terms, if at all.

It is possible that, in the future, one or more of the rating agencies may lower White Mountains’s existing ratings. If one or more of its ratings were lowered, White Mountains could incur higher borrowing costs on future borrowings, and its ability to access the capital markets could be impacted.

Covenant Compliance

As of June 30, 2025, White Mountains was in compliance in all material respects with all of the covenants under its debt instruments.

Share Repurchase Programs

The Company’s Board of Directors has authorized the Company to repurchase its common shares from time to time, subject to market conditions. Shares may be repurchased on the open market or through privately negotiated transactions. The repurchase authorizations do not have a stated expiration date. As of June 30, 2025, White Mountains may repurchase an additional 301,014 shares under these Board authorizations. In addition, from time to time, White Mountains has also repurchased its common shares through self-tender offers that were separately approved by its Board of Directors.

During the six months ended June 30, 2025, White Mountains repurchased and retired 5,097 of its common shares for $10 million at an average share price of $1,945, which was approximately 108% of White Mountains’s book value per share as of June 30, 2025. During the six months ended June 30, 2024, White Mountains repurchased and retired 5,269 of its common shares for $8 million at an average share price of $1,505, which was approximately 87% of White Mountains’s book value per share as of June 30, 2024. All of the shares White Mountains repurchased in the first six months of 2025 and 2024 were to satisfy employee income tax withholding pursuant to employee benefit plans, which do not reduce the amount available under the Board repurchase authorizations.

Cash Flows

Detailed information concerning White Mountains’s cash flows from continuing operations during the six months ended June 30, 2025 and 2024 follows:

Cash flows from operations for the six months ended June 30, 2025 and June 30, 2024

Net cash used for operations was $137 million for the six months ended June 30, 2025 compared to net cash provided from operations of $253 million for the six months ended June 30, 2024. The increase in cash used for operations was driven primarily by a decrease in cash provided from operations at Ark/WM Outrigger Re and a new deployment at Kudu in 2025. As of June 30, 2025, the Company and its intermediate holding companies had $662 million of net unrestricted cash, short-term investments and fixed maturity investments, $196 million of MediaAlpha common stock and $310 million of private equity funds, hedge funds, ILS funds and certain unconsolidated entities.

Cash flows from investing and financing activities for the six months ended June 30, 2025

Financing and Other Capital Activities

During the six months ended June 30, 2025, the Company declared and paid a $3 million cash dividend to its common shareholders.

During the six months ended June 30, 2025, White Mountains repurchased and retired 5,097 of its common shares for $10 million, all of which were to satisfy employee income tax withholding pursuant to employee benefit.

During the six months ended June 30, 2025, Kudu borrowed $8 million in term loans under the Kudu Credit Facility.

During the six months ended June 30, 2025, White Mountains contributed $15 million to Kudu, which was used to repurchase certain management equity incentives that were then replaced with new equity incentive units.

During the six months ended June 30, 2025, Bamboo borrowed $110 million in term loans under the Bamboo Credit Facility.

Acquisitions and Dispositions

On April 1, 2025, White Mountains closed on its acquisition of Enterprise Solutions. White Mountains paid $58 million of cash consideration, which included a post-acquisition contribution of $2 million, and Enterprise Solutions borrowed $15 million in new debt as part of the transaction.

Cash flows from investing and financing activities for the six months ended June 30, 2024

Financing and Other Capital Activities

During the six months ended June 30, 2024, the Company declared and paid a $3 million cash dividend to its common shareholders.

During the six months ended June 30, 2024, White Mountains repurchased and retired 5,269 of its common shares for $8 million, all of which were to satisfy employee income tax withholding pursuant to employee benefit plans.

During the six months ended June 30, 2024, Ark repaid the outstanding balance of $30 million and extinguished the Ark 2007 Subordinated Notes.

Acquisitions and Dispositions

On January 2, 2024, White Mountains closed the Bamboo Transaction in accordance with the terms of the Bamboo Merger Agreement, investing $297 million of equity into Bamboo, which included the contribution of $36 million to retire Bamboo’s legacy credit facility and the contribution of $20 million of primary capital.

NON-GAAP FINANCIAL MEASURES

This report includes eight non-GAAP financial measures that have been reconciled from their most comparable GAAP financial measures.

Ark’s tangible book value

Ark’s tangible book value is a non-GAAP financial measure derived by adjusting GAAP book value to exclude goodwill, other intangible assets, the related deferred tax liability and the contingent consideration liability. The contingent consideration liability represents the estimated fair value of the additional shares that could be earned by management rollover shareholders if and to the extent that White Mountains achieves certain MOIC return thresholds. If earned, these additional shares would result in a reallocation of economics among Ark’s shareholders, which is reflected in the fair value of the contingent consideration liability recorded by White Mountains, but would have no impact on Ark’s stand-alone book value or tangible book value. White Mountains believes that this non-GAAP financial measure is useful to management and investors in evaluating Ark’s enterprise value. See page 64 for the reconciliation of Ark’s GAAP equity to tangible book value.

Kudu’s EBITDA and adjusted EBITDA

Kudu's EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is a non-GAAP financial measure that adds back interest expense on debt, income tax (expense) benefit, depreciation and amortization of other intangible assets to GAAP net income (loss). Adjusted EBITDA is a non-GAAP financial measure that excludes certain other items in GAAP net income (loss) in addition to those added back to calculate EBITDA. The items relate to (i) net realized and unrealized investment gains (losses) on Kudu's Participation Contracts, (ii) non-cash equity-based compensation expense and (iii) transaction expenses.

A description of each item follows:

•Net realized and unrealized investment gains (losses) - Represents net unrealized investment gains and losses on Kudu’s Participation Contracts, which are recorded at fair value under GAAP, and realized investment gains and losses recorded on Kudu’s Participation Contracts sold during the period.

•Non-cash equity-based compensation expense - Represents non-cash expenses related to Kudu’s management compensation that are settled with equity units in Kudu.

•Transaction expenses - Represents costs directly related to Kudu’s mergers and acquisitions activity, such as external lawyer, banker, consulting and placement agent fees, which are not capitalized and are expensed under GAAP.

White Mountains believes that these non-GAAP financial measures are useful to management and investors in evaluating Kudu’s performance. The reconciliation of Kudu’s GAAP net income (loss) to EBITDA and adjusted EBITDA is included on page 71.

Bamboo’s MGA pre-tax income (loss), MGA net income (loss), MGA EBITDA and MGA adjusted EBITDA

Bamboo’s MGA pre-tax income (loss), MGA net income (loss), MGA EBITDA and MGA adjusted EBITDA are non-GAAP financial measures.

MGA pre-tax income (loss) and MGA net income (loss) are non-GAAP financial measures that exclude the results of the Bamboo Captive, which is consolidated under GAAP, from Bamboo’s consolidated GAAP pre-tax income (loss) and net income (loss). The following table presents the reconciliation from Bamboo’s consolidated GAAP pre-tax income (loss) to MGA pre-tax income (loss) for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
Millions	2025		2024		2025		2024
Bamboo’s consolidated GAAP pre-tax income (loss)	$	16.1	$	6.4	$	22.4	$	7.3
Remove pre-tax (income) loss, Bamboo Captive	(1.1)		(.4)		2.8		—
MGA pre-tax income (loss)	$	15.0	$	6.0	$	25.2	$	7.3

MGA EBITDA is a non-GAAP financial measure that adds back interest expense on debt, income tax (expense) benefit, depreciation and amortization of other intangible assets to MGA net income (loss). MGA adjusted EBITDA is a non-GAAP financial measure that excludes certain other items in GAAP net income (loss) in addition to those added back to calculate MGA EBITDA. The items relate to (i) non-cash equity-based compensation expense, (ii) software implementation expenses and (iii) restructuring expenses. A description of each item follows:

•Non-cash equity-based compensation expense - Represents non-cash expenses related to Bamboo’s management compensation that are settled with equity units in Bamboo.

•Software implementation expenses - Represents costs directly related to Bamboo’s implementation of new software.

•Restructuring expenses - Represents costs directly related to Bamboo’s corporate restructuring and capital planning activities.

White Mountains believes that these non-GAAP financial measures are useful to management and investors in evaluating Bamboo’s performance. See page 73 for the reconciliation of Bamboo’s consolidated GAAP net income (loss) to MGA net income (loss), MGA EBITDA and MGA adjusted EBITDA.

Total consolidated portfolio return excluding MediaAlpha

Total consolidated portfolio return excluding MediaAlpha is a non-GAAP financial measure that removes the net investment income and net realized and unrealized investment gains (losses) from White Mountains’s investment in MediaAlpha. White Mountains believes this measure to be useful to management and investors by showing the underlying performance of White Mountains’s investment portfolio without regard to White Mountains’s investment in MediaAlpha.

The following table presents return reconciliations from GAAP to the reported percentages for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Total consolidated portfolio return	2.7	%	(0.1)	%	4.5	%	4.5	%
Remove MediaAlpha	(0.4)		2.3		0.2		(1.0)
Total consolidated portfolio return excluding MediaAlpha	2.3	%	2.2	%	4.7	%	3.5	%

CRITICAL ACCOUNTING ESTIMATES

Refer to the Company’s 2024 Annual Report on Form 10-K for a complete discussion regarding White Mountains’s critical accounting estimates.

FORWARD-LOOKING STATEMENTS

This report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this report which address activities, events or developments which White Mountains expects or anticipates will or may occur in the future are forward-looking statements. The words “could”, “will”, “believe”, “intend”, “expect”, “anticipate”, “project”, “estimate”, “predict” and similar expressions are also intended to identify forward-looking statements. These forward-looking statements include, among others, statements with respect to White Mountains’s:

•change in book value per share or return on equity;

•business strategy;

•financial and operating targets or plans;

•incurred loss and LAE and the adequacy of its loss and LAE reserves and related reinsurance;

•projections of revenues, income (or loss), earnings (or loss) per share, EBITDA, adjusted EBITDA, dividends, market share or other financial forecasts of White Mountains or its businesses;

•expansion and growth of its business and operations; and

•future capital expenditures.

These statements are based on certain assumptions and analyses made by White Mountains in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform to its expectations and predictions is subject to risks and uncertainties that could cause actual results to differ materially from expectations, including:

•the risks that are described from time to time in White Mountains’s filings with the Securities and Exchange Commission, including but not limited to White Mountains’s 2024 Annual Report on Form 10-K;

•claims arising from catastrophic events, such as hurricanes, windstorms, earthquakes, floods, wildfires, tornadoes, tsunamis, severe weather, public health crises, terrorist attacks, war and war-like actions, explosions, infrastructure failures or cyber attacks;

•recorded loss reserves subsequently proving to have been inadequate;

•the market value of White Mountains’s investment in MediaAlpha;

•business opportunities (or lack thereof) that may be presented to it and pursued;

•actions taken by rating agencies, such as financial strength or credit ratings downgrades or placing ratings on negative watch;

•the continued availability of capital and financing;

•the continued availability of fronting and reinsurance capacity;

•deterioration of general economic, market or business conditions, including due to outbreaks of contagious disease and corresponding mitigation efforts;

•competitive forces, including the conduct of other insurers;

•changes in domestic or foreign laws or regulations, or their interpretation, applicable to White Mountains, its competitors or its customers; and

•other factors, most of which are beyond White Mountains’s control.

Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by White Mountains will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, White Mountains or its business or operations. White Mountains assumes no obligation to publicly update any such forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

Refer to White Mountains’s 2024 Annual Report on Form 10-K and in particular Item 7A. - “Quantitative and Qualitative Disclosures About Market Risk.”

Item 4.Controls and Procedures.

The Principal Executive Officer (“PEO”) and the Principal Financial Officer (“PFO”) of White Mountains have evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of June 30, 2025. Based on that evaluation, the PEO and PFO have concluded that White Mountains’s disclosure controls and procedures are adequate and effective.

There were no changes to White Mountains’s internal control over financial reporting that occurred during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, White Mountains’s internal control over financial reporting.

Part II.OTHER INFORMATION

Item 1.Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes to any of the risk factors previously disclosed in the Registrant’s 2024 Annual Report on Form 10-K.

Item 2.Issuer Purchases of Equity Securities.

Months	Total Number of<br>Shares Purchased	Average Price<br>Paid per Share		Total Number of Shares<br><br>Purchased as Part of<br><br>Publicly Announced Plans (1)	Maximum Number<br><br>of Shares that May<br><br>Yet Be Purchased<br><br>Under the Plans (1)
April 1 - April 30, 2025	—	$	—	—	301,014
May 1 - May 31, 2025	—	$	—	—	301,014
June 1 - June 30, 2025	—	$	—	—	301,014
Total	—	$	—	—	301,014

(1) White Mountains’s Board of Directors has authorized the Company to repurchase its common shares, from time to time, subject to market conditions. The repurchase authorizations do not have a stated expiration date.

Item 3. Defaults Upon Senior Securities.

None.

Item 4.Mine Safety Disclosures.

None.

Item 5.Other Information.

Insider Trading Policy

The Company has policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers, employees or the Company itself that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19 to our 2024 Annual Report on Form 10-K.

No trading plans were adopted or terminated during the second quarter of 2025 by a director or officer of the Company that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or a non-Rule 10b5-1(c) trading agreement.

Item 6.Exhibits.

(a)	Exhibit number		Name
	10.1	—	Credit Agreement, dated as of July 16, 2025, among White Mountains Insurance Group, Ltd., the lenders party thereto and Bank of America, N.A., as the administrative agent (incorporated by reference herein to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated July 16, 2025)
	10.2	—	Amendment to the 2019 White Mountains Long-Term Incentive Planhttps://www.sec.gov/Archives/edgar/data/776867/000110465925031124/tm252335d1_def14a.htm(incorporated by reference herein to Appendix A of the Company’s Notice of the 2025 Annual General Meeting of Members and Proxy Statement dated April2, 2025)
	10.3	—	White Mountains Long-Term Incentive Plan, as amendedand restated May 22, 2025https://www.sec.gov/Archives/edgar/data/776867/000110465925031124/tm252335d1_def14a.htm(incorporated by reference herein to AppendixBof the Company’s Notice of the 2025 Annual General Meeting of Members and Proxy Statement dated April2, 2025)
	10.4	—	Unit Purchase Agreement, dated as of July 4, 2025, by and among, AQ Phoenix Parent, L.P., WM Monroe Holdings, Inc., White Mountains Insurance Group, Ltd., and the other parties thereto. (*)
	10.5	—	FourthAmendment to Loan and Servicing Agreement dated as ofJuly 21, 2025 among Kudu Investment Holdings, LLC, Kudu Investment US, LLC, Kudu Investment ManagementLLC, KFO Holdings, Ltd., KWCP Holdings UK, Ltd., Massachusetts Mutual Life Insurance Company,Alter Domus (US) LLC,Barings Finance LLCand Barings Direct Investments LLC. (*)
	31.1	—	Principal Executive Officer Certification Pursuant to Rule 13a-14 (a) of the Securities Exchange Act of 1934, as Amended. (*)
	31.2	—	Principal Financial Officer Certification Pursuant to Rule 13a-14 (a) of the Securities Exchange Act of 1934, as Amended. (*)
	32.1	—	Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (*)
	32.2	—	Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (*)
	101	—	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(*)	Included herein
---	---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		WHITE MOUNTAINS INSURANCE GROUP, LTD.
		(Registrant)
Date:	August 7, 2025		By: /s/ Michaela J. Hildreth
			Michaela J. Hildreth
			Managing Director and Chief Accounting Officer

88

wtmexhibit104

EXECUTION VERSION [[6907028]] UNIT PURCHASE AGREEMENT by and among AQ PHOENIX PARENT, L.P., AQ PHOENIX PARENT GP, LLC, PHOENIX SERIES, L.P., AFSF V AIV B, L.P., AQUILINE V (SANBA CO-INVEST), L.P. AFSF V AIV PHOENIX BLOCKER, L.P., PHOENIX CO-INVEST BLOCKER, L.P., AQUILINE CAPITAL PARTNERS V GP (OFFSHORE) L.P., AQUILINE (SANBA) CO-INVEST FUND V GP LTD., AFSF V AIV PHOENIX AGGREGATOR, L.P. (US), WM MONROE HOLDINGS, INC., WM PHOENIX GP, LLC, WHITE MOUNTAINS INSURANCE GROUP, LTD., solely in its capacity as the Guarantor, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Unitholder Representative July 4, 2025 Exhibit 10.4 [[6907028]] Table of Contents Page ARTICLE I CLOSING TRANSACTIONS.....................................................................................9 1.01 Transactions .................................................................................................................9 1.02 Paying Agent ..............................................................................................................12 1.03 Representative Amount ..............................................................................................12 1.04 Closing Calculations ..................................................................................................13 1.05 Final Closing Statement Calculation .........................................................................13 1.06 Post-Closing Adjustment ...........................................................................................15 1.07 Escrow Accounts .......................................................................................................16 1.08 Withholding ...............................................................................................................16 1.09 Participating Unit Adjustment ...................................................................................17 ARTICLE II THE CLOSING ........................................................................................................17 2.01 The Closing ................................................................................................................17 2.02 The Closing Transactions ..........................................................................................17 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GENERAL PARTNER ...................................................................................................21 3.01 Organization and Power .............................................................................................21 3.02 Subsidiaries ................................................................................................................22 3.03 Authorization; No Breach; Valid and Binding Agreement ........................................23 3.04 Capitalization .............................................................................................................24 3.05 Financial Statements ..................................................................................................25 3.06 Absence of Certain Developments .............................................................................26 3.07 Real and Personal Property ........................................................................................26 3.08 Tax Matters ................................................................................................................27 3.09 Contracts and Commitments ......................................................................................29 3.10 Intellectual Property ...................................................................................................32 3.11 Litigation ....................................................................................................................34 3.12 Governmental Consents, etc ......................................................................................34 3.13 Employee Benefit Plans .............................................................................................34 3.14 Insurance Coverage ....................................................................................................37 3.15 Compliance with Laws ..............................................................................................37 3.16 Insurance Matters .......................................................................................................38 3.17 Environmental Matters ...............................................................................................39 3.18 Affiliated Transactions...............................................................................................40 3.19 Employees ..................................................................................................................40 3.20 Anti-Corruption..........................................................................................................42 3.21 International Trade Controls ......................................................................................42 3.22 Privacy and Data Security ..........................................................................................43 3.23 Other Material Business Relationships ......................................................................44 [[6907028]] 3.24 Brokerage ...................................................................................................................44 3.25 No Other Representations or Warranties ...................................................................44 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS AND THE BLOCKER SELLERS ....................................................................................................45 4.01 Organization and Power .............................................................................................45 4.02 Authorization; No Breach; Valid and Binding Agreement ........................................45 4.03 Ownership of Blocker Equity ....................................................................................46 4.04 Blocker Assets and Liabilities ...................................................................................47 4.05 Tax Matters ................................................................................................................47 4.06 Governmental Consents, etc ......................................................................................48 4.07 Litigation ....................................................................................................................49 4.08 Brokerage ...................................................................................................................49 4.09 Affiliated Transactions...............................................................................................49 4.10 No Other Representations ..........................................................................................50 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER ..........................50 5.01 Organization and Power .............................................................................................50 5.02 Authorization .............................................................................................................50 5.03 No Violation ...............................................................................................................51 5.04 Governmental Consents, etc ......................................................................................51 5.05 Litigation ....................................................................................................................51 5.06 Brokerage ...................................................................................................................51 5.07 Financing....................................................................................................................52 5.08 Pending Transactions ................................................. ......... ......... ......... ......... ......... . 52 5.09 Purpose .......................................................................................................................52 5.10 Acknowledgment .......................................................................................................52 ARTICLE VI COVENANTS OF THE COMPANY AND THE BLOCKERS ............................53 6.01 Conduct of the Business .............................................................................................53 6.02 Access to Books and Records ....................................................................................57 6.03 Exclusive Dealing ......................................................................................................57 6.04 Termination of Related Party Transactions ...............................................................58 6.05 Concerning the Credit Agreement .............................................................................58 ARTICLE VII COVENANTS OF THE BUYER .........................................................................61 7.01 Access to Books and Records ....................................................................................61 7.02 Indemnification of Officers and Directors of the Company ......................................62 7.03 Contact with Customers, Vendors and Others ...........................................................63 7.04 Employee Matters ......................................................................................................64 7.05 Representation and Warranty Policy .........................................................................65 [[6907028]] ARTICLE VIII EFFORTS TO CONSUMMATE; REGULATORY FILINGS ...........................65 8.01 Efforts to Consummate ..............................................................................................65 8.02 Regulatory Filings ......................................................................................................66 ARTICLE IX CONDITIONS TO CLOSING ...............................................................................67 9.01 Conditions to the Obligations of Each Party ..............................................................67 9.02 Conditions to the Buyer’s Obligations .......................................................................68 9.03 Conditions to the Company’s and the Blocker Sellers’ Obligations .........................69 ARTICLE X SURVIVAL; INDEMNIFICATION .......................................................................70 10.01 Survival ....................................................................................................................70 10.02 Indemnification by the Blocker Sellers and the Selling Securityholders ................70 10.03 Indemnification by the Buyer ..................................................................................71 10.04 Indemnification Procedures .....................................................................................71 10.05 Treatment of Indemnification Payments ..................................................................73 10.06 Other Limitations .....................................................................................................74 10.07 Indemnification Escrow Release ..............................................................................75 10.08 Exclusive Remedy ...................................................................................................75 ARTICLE XI TERMINATION .....................................................................................................75 11.01 Termination ..............................................................................................................75 11.02 Effect of Termination ...............................................................................................76 ARTICLE XII ADDITIONAL COVENANTS .............................................................................77 12.01 Unitholder Representative .......................................................................................77 12.02 Certain Tax Matters .................................................................................................79 12.03 Notification ..............................................................................................................85 12.04 Release .....................................................................................................................86 12.05 Disclosure Schedules ...............................................................................................86 ARTICLE XIII GUARANTEE FROM THE GUARANTOR ......................................................87 13.01 Guarantee .................................................................................................................87 13.02 Nature of Guarantee .................................................................................................88 13.03 Changes in Obligations; Certain Waivers ................................................................88 13.04 Representations and Warranties of the Guarantor ...................................................90 13.05 Sole Obligation of the Guarantor .............................................................................90 ARTICLE XIV DEFINITIONS .....................................................................................................91 14.01 Definitions................................................................................................................91 14.02 Other Definitional Provisions ................................................................................109

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[[6907028]] 14.03 Cross-Reference of Other Definitions ...................................................................109 ARTICLE XV MISCELLANEOUS ............................................................................................112 15.01 Press Releases and Communications .....................................................................112 15.02 Expenses ................................................................................................................113 15.03 Notices ...................................................................................................................113 15.04 Assignment ............................................................................................................115 15.05 Severability ............................................................................................................115 15.06 References ..............................................................................................................115 15.07 Construction ...........................................................................................................116 15.08 Amendment and Waiver ........................................................................................116 15.09 Complete Agreement .............................................................................................117 15.10 Third-Party Beneficiaries .......................................................................................117 15.11 Waiver of Trial by Jury ..........................................................................................117 15.12 Delivery by Electronic Transmission .....................................................................118 15.13 Counterparts ...........................................................................................................118 15.14 Governing Law ......................................................................................................118 15.15 Jurisdiction .............................................................................................................118 15.16 Remedies Cumulative ............................................................................................119 15.17 No Recourse ...........................................................................................................119 15.18 Specific Performance .............................................................................................120 15.19 Waiver of Conflicts ................................................................................................120 15.20 USD Equivalent .....................................................................................................122 [[6907028]] INDEX OF EXHIBITS AND ANNEXES Exhibit A Form of Repurchase Agreement Exhibit B Form of A&R Company LPA Exhibit C Form of A&R WM Phoenix GP LLCA Exhibit D Purchase Price Allocation Schedule Exhibit E Form of Paying Agent Agreement Exhibit F Form of Escrow Agreement Exhibit G Accounting Principles Exhibit H Form of Payment Schedule Exhibit I A&R Shared Blocker LPA Term Sheet Exhibit J Form of Aquiline Letter Agreement Exhibit K Form of Potash Letter Agreement Exhibit L Buyer Note Term Sheet Annex A Pre-Closing Reorganization Annex B-1 Selling Securityholders and Participating Units Annex B-2 Illustrative Aquiline Mechanics 7 [[6907028]] UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of July 4, 2025, is made by and among AQ Phoenix Parent, L.P., a Delaware limited partnership (the “Company”), AQ Phoenix Parent GP, LLC, a Delaware limited liability company and the general partner of the Company (the “General Partner”), Phoenix Series, L.P., a Delaware limited partnership (the “Initial AQ Unitholder”), AFSF V AIV B L.P., a Delaware limited partnership (the “AFSF V Blocker Seller”), Aquiline V (Sanba Co-Invest) L.P., a Cayman Islands limited partnership (the “Co-Invest Blocker Seller” and, together with AFSF V Blocker Seller, each individually, a “Blocker Seller”, and collectively, the “Blocker Sellers” and, collectively with the Selling Securityholders, the “Seller Parties”), AFSF V AIV Phoenix Blocker, L.P., a Delaware limited partnership (the “AFSF V Blocker”), Phoenix Co-Invest Blocker, L.P., a Delaware limited partnership (the “Co-Invest Blocker” and, together with the AFSF V Blocker, the “Blockers”), Aquiline (Sanba) Co-Invest Fund V GP Ltd., a Cayman Islands exempted company and the general partner of the Co-Invest Blocker (the “Co-Invest Blocker GP”), Aquiline Capital Partners V GP (Offshore) L.P., a Cayman Islands exempted limited partnership and the general partner of the AFSF V Blocker (the “AFSF V Blocker GP” and, together with Co-Invest Blocker GP, the “Blocker GPs”), AFSF V AIV Phoenix Aggregator, L.P. (US), a Delaware limited Partnership (the “AFSF V AIV”), WM Monroe Holdings, Inc., a Delaware corporation (the “Buyer”), WM Phoenix GP, LLC, a Delaware limited liability company (“WM Phoenix GP”), White Mountains Insurance Group, Ltd., a Bermuda exempted limited company, solely with respect to Article XIII (the “Guarantor”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative for the Seller Parties (the “Unitholder Representative”). The Buyer, the Company, the General Partner, the Initial AQ Unitholder, the Blocker Sellers, the Blocker GPs and the Blockers, and, solely in their respective capacities as and solely to the extent applicable, the Unitholder Representative and the Guarantor, shall each be referred to herein from time to time as a “Party” and collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XIV below. WHEREAS, on the Closing Date and substantially concurrently with the occurrence of the Closing, the Company intends to borrow an aggregate principal amount equal to $50,000,000 of the First Amendment Term Loans pursuant to the Credit Agreement Amendment; WHEREAS, following the Aggregate Debt-Financed Repurchases and immediately prior to the completion of the Primary Investment, the Blocker Sellers and certain of their Affiliates will consummate the reorganization transactions described on Annex A attached hereto (the “Pre-Closing Reorganization”), following which (i) the Investor Units beneficially (and currently indirectly) owned by Co-Invest Blocker will be directly owned by Co-Invest Blocker, subject to adjustment as set forth in Section 1.09, and (ii) the Investor Units beneficially (and currently indirectly) owned by AFSF V Blocker will be owned in part directly by AFSF V Blocker and in part directly by AFSF V AIV; WHEREAS, at the Closing, (a) the Buyer will purchase from the Blocker Sellers, and the Blocker Sellers will sell to the Buyer, (i) the Co-Invest Blocker Sale Percentage of all of the issued and outstanding limited partnership interests of the Co-Invest Blocker and (ii) the AFSF V Blocker Sale Percentage of all of the limited partnership interests of the AFSF V Blocker (collectively, the “Blocker Equity”, and such purchase and sale, the “Blocker Equity Purchase”), 8 [[6907028]] (b) the limited partnership agreement of the Co-Invest Blocker will be amended and restated in a form determined by the Buyer, in its sole discretion, that will, among other things, provide for the resignation and withdrawal of the Co-Invest Blocker GP as the general partner of the Co-Invest Blocker (the “A&R Co-Invest Blocker LPA”) and (c) the Buyer, AFSF V Blocker, AFSF V Blocker GP and the AFSF V Blocker Seller will enter into the A&R Shared Blocker LPA; WHEREAS, to the extent that the Buyer Note Amount as of the Closing Date exceeds zero, at the Closing (a) the Company and the Buyer (or one or more other lenders (collectively, the “Lenders”)) will enter into a Loan Agreement, dated as of the Closing Date, on the terms attached hereto as Exhibit L and such other customary terms as are mutually agreed between the Company and the Buyer (the “Buyer Note”), and (b) the Buyer (or such other Lenders) will make loans to the Company pursuant to the Buyer Note in an aggregate principal amount equal to the Buyer Note Amount; WHEREAS, the Company desires to issue and sell to the Buyer, and the Buyer desires to purchase from the Company, a number of Equity Investor Units (as defined in the A&R Company LPA) of the Company (the “Primary Units”) representing, immediately after the Closing, including giving effect to the Blocker Equity Purchase (on a look-through basis), the Aggregate Debt-Financed Repurchases, the Aggregate Equity-Financed Repurchases and the vesting and recapitalization of the existing Incentive Units in connection with the Closing and the Transactions (taken together with the other Units acquired directly or indirectly by the Buyer in connection therewith and the Investor Units held by WM Clay Holdings, Inc. (“WM Clay”) as of the date hereof), 51% of the Liquidation Value (as defined in the Company LPA) of the Company as of the Closing, in each case on the terms and subject to the conditions set forth herein (such purchase, the “Primary Investment”); WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the willingness of the Parties to enter into this Agreement, the Company and the Securityholders set forth on Annex B-1 (including, for the avoidance of doubt, the Initial AQ Unitholder, the “Selling Securityholders”) other than the Initial AQ Unitholder have entered into those certain Repurchase Agreements, dated as of the date hereof, executed copies of which have been delivered to the Buyer and pursuant to which, and pursuant to the Aquiline Equity-Financed Repurchase and the Aquiline Debt-Financed Repurchase, at the Closing, and in the order set forth in Section 1.01: (i) the Selling Securityholders will sell, and the Company will purchase and acquire, certain Units for an aggregate purchase price equal to $50,000,000 (such Units, including the Aquiline Debt-Financed Repurchase Units, collectively, the “Aggregate Debt-Financed Repurchased Units”, and such repurchases, including the Aquiline Debt-Financed Repurchase collectively, the “Aggregate Debt-Financed Repurchase”); and (ii) the Selling Securityholders will sell, and the Company will use all of the proceeds (less an amount for certain expenses as set forth in this Agreement) from the Primary Investment to purchase and acquire (such repurchases, including the Aquiline Equity-Financed Repurchase, collectively, the “Aggregate Equity-Financed Repurchase”), Units entitled to receive, after giving effect to the Blocker Equity Purchase (on a look-through basis), the Aggregate Debt-Financed Repurchases and the vesting of the existing Incentive Units in connection with the Closing and the Transactions, and taken together with the other Units acquired directly or indirectly by the Buyer in connection therewith and the Investor Units held by WM Clay as of the date hereof, 51% of the Liquidation Value of the Company as of the Closing (such Units, including the Aquiline Equity-Financed Repurchase Units, collectively,

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9 [[6907028]] the “Aggregate Equity-Financed Repurchased Units”, and, collectively with the Aggregate Debt- Financed Repurchased Units, the “Aggregate Repurchased Units”); WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the willingness of the Company to enter into this Agreement, the Company and each of Starr Insurance Holdings, Inc., WM Clay and each Applicable Partner (as defined in the Company LPA) other than William Malloy have entered into certain Support Agreements (the “Support Agreements”), executed copies of which have been delivered to the Buyer; WHEREAS, the Guarantor has agreed to guarantee certain obligations of the Buyer under this Agreement; WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the willingness of the Buyer to enter into this Agreement, the parties to the Credit Agreement have entered into the Credit Agreement Amendment pursuant to which, among other things, at the Closing, the Credit Agreement shall be amended as provided in the Credit Agreement Amendment (including to provide that the consummation of the Transactions shall not constitute a “Change of Control” under, and as defined in, the Credit Agreement); and WHEREAS, the governing body or Person of each of the Parties, as applicable, has determined that entry into this Agreement and consummation of the Transactions is in the best interests of such Party and its companies and equityholders, in each case upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I CLOSING TRANSACTIONS 1.01 Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions on the Closing Date: (a) to the extent that the Buyer Note Amount as of the Closing Date exceeds zero, at the Closing, (i) the Company and the Buyer (or one or more other Lenders) will enter into the Buyer Note and (ii) the Buyer (or such other Lenders) will make loans to the Company pursuant to the Buyer Note in an aggregate principal amount equal to the Buyer Note Amount; (b) prior to the Primary Investment, Blocker Equity Purchase, and the Pre- Closing Reorganization (but, if applicable, after the funding under the Buyer Note pursuant to clause (a) above), the Initial AQ Unitholder shall sell, and the Company shall purchase, free and clear of all Liens, except for Liens (i) arising under the Securities Act or any state securities laws or (ii) arising under the Company LPA, for an aggregate purchase price payable to the Initial AQ Unitholder equal to the sum of (x) an amount (the “Aquiline First Repurchase Payment”) in cash paid at the Closing (which, for the avoidance of doubt, will be included in the amount paid by the Buyer to the Paying Agent pursuant to Section 2.02(a)(i), to the extent such amount will be funded 10 [[6907028]] by the Buyer Note Amount, or by the Company to the Paying Agent, to the extent such amount will be funded by the First Amendment Term Loans, and distributed by the Paying Agent to the Initial AQ Unitholder on behalf of the Company in accordance with the Payment Schedule, unless otherwise agreed by the Buyer and the Company), without interest, equal to the product obtained by multiplying (A) the Closing Date Debt Financing Amount by (B) the quotient obtained by dividing (I) the aggregate Adjusted Closing Unit Valuation of the number of Participating Units held by the Initial AQ Unitholder as of immediately prior to the Closing (before giving effect to the Pre-Closing Reorganization) as set forth on Annex B-1 (such Investor Units, the “Aquiline Participating Units”) by (II) the aggregate Adjusted Closing Unit Valuation of the Aggregate Participating Units (such quotient, the “Aquiline Closing Payment Share”) plus (y) an amount in cash, without interest, equal to the portion of the aggregate Additional Consideration, if any, that is payable pursuant to Sections 1.03, 1.06 and 10.07 in respect of the Aquiline Debt-Financed Repurchase Units (provided, however, that any such Additional Consideration payable in respect of the Aquiline Debt-Financed Repurchase Units that are beneficially owned by the Blockers at the time of the Aquiline Debt-Financed Repurchase shall be paid directly to the Blocker Sellers), a number of Aquiline Participating Units equal to the product obtained by multiplying (A) the number of Aquiline Participating Units by (B) the First Repurchase Ratio (the “Aquiline Debt- Financed Repurchase Units” and such transaction, the “Aquiline Debt-Financed Repurchase”); (c) concurrently with the Aquiline Debt-Financed Repurchase, the Company shall repurchase the remaining portion of the Aggregate Debt-Financed Repurchased Units pursuant to the applicable Repurchase Agreements; (d) following the Aquiline Debt-Financed Repurchase but prior to the Blocker Equity Purchase, the Pre-Closing Reorganization shall be effected; (e) concurrently with the Primary Investment, to effect the Blocker Equity Purchase, the Blocker Sellers shall sell, and the Buyer shall purchase, all of the Blocker Equity free and clear of all Liens, except for Liens (i) arising under the Securities Act or any state securities laws, (ii) arising under the A&R Shared Blocker LPA or (iii) created by the Buyer at or prior to the Closing. The aggregate purchase price for the Blocker Equity payable by the Buyer shall be equal to the sum of (x) an amount in cash paid at the Closing (which, for the avoidance of doubt, will be included in the Closing Payment paid by the Buyer to the Paying Agent, and distributed by the Paying Agent to the Blocker Sellers on behalf of the Company in accordance with the Payment Schedule, unless otherwise agreed by the Buyer and the Company), without interest, equal to the product obtained by multiplying (A) the quotient of (I) the aggregate Adjusted Closing Unit Valuation of the number of Participating Blocker Units divided by (II) the aggregate Adjusted Closing Unit Valuation of the Aquiline Participating Units, by (B) the sum of (I) one minus (II) the First Repurchase Ratio, by (C) the Aquiline Closing Payment Share, by (D) the Adjusted Closing Payment (such amount, the “Blocker Equity Closing Payment”) plus (y) an amount in cash, without interest, equal to the portion of the aggregate Additional Consideration, if any, that is payable pursuant to Sections 1.03, 1.06 and 10.07 in respect of the Blocker Units (such amount, the “Blocker Equity Additional Consideration”); (f) concurrently with the Blocker Equity Purchase, the Company shall issue and sell, and the Buyer shall purchase, the Primary Units, free and clear of all Liens, except for 11 [[6907028]] Liens (i) arising under the Securities Act or any state securities laws, (ii) arising under the A&R Company LPA or (iii) created by the Buyer at or prior to the Closing; (g) immediately after the Primary Investment and Blocker Equity Purchase, the Initial AQ Unitholder shall sell, and the Company shall purchase, free and clear of all Liens, except for Liens (i) arising under the Securities Act or any state securities laws or (ii) arising under the Company LPA, for an aggregate purchase price payable to the Initial AQ Unitholder equal to the sum of (x) an amount in cash paid at the Closing (which, for the avoidance of doubt, will be included in the Closing Payment paid by the Buyer to the Paying Agent, and distributed by the Paying Agent to the Initial AQ Unitholder on behalf of the Company in accordance with the Payment Schedule, unless otherwise agreed by the Buyer and the Company), without interest, equal to the difference of (i) the product obtained by multiplying (A) the difference of (I) one minus (II) the First Repurchase Ratio, by (B) the Aquiline Closing Payment Share, by (C) the Adjusted Closing Payment, minus (ii) the Blocker Equity Closing Payment (such amount the “Aquiline Second Repurchase Payment”) plus (y) an amount in cash, without interest, equal to the portion of the aggregate Additional Consideration, if any, that is payable pursuant to Sections 1.03, 1.06 and 10.07 in respect of the Aquiline Equity-Financed Repurchase Units, a number of Aquiline Participating Units equal to the sum of (i) the number of Aquiline Participating Units minus (ii) the number of Aquiline Debt-Financed Repurchase Units that are not Blocker Units minus (iii) the number of Participating Blocker Units (the “Aquiline Equity-Financed Repurchase Units” and such transaction, the “Aquiline Equity-Financed Repurchase”); (h) concurrently with Aquiline Equity-Financed Repurchase, the Company shall repurchase the remaining Aggregate Equity-Financed Repurchased Units pursuant to the applicable Repurchase Agreements; (i) immediately after the Aggregate Equity-Financed Repurchases, the Units continued to be held by each Rolling Securityholder will convert into (i) with respect to each Rolling Securityholder who is an Applicable Partner or a Person which constitutes a Permitted Transferee (as defined in the A&R Company LPA) of an Applicable Partner, a number of Initial Management Investor Units (as defined in the A&R Company LPA) equal to 75% of the aggregate Closing Unit Valuation of all of the Management Investor Units (as defined in the Company LPA) and Incentive Units (as defined in the Company LPA) held by such Rolling Securityholder as of the Closing that are not Participating Units, and a number of Management Investor Units equal to 25% of the aggregate Closing Unit Valuation of all of the Management Investor Units and Incentive Units held by such Rolling Securityholder as of the Closing that are not Participating Units, and (ii) with respect to each other Rolling Securityholder, a number of Equity Investor Units equal to the aggregate Closing Unit Valuation of all of the Investor Units held by such Rolling Securityholder as of the Closing that are not Participating Units; (j) at the Closing, the Company, the General Partner, the WM Phoenix GP, the Buyer and the Rolling Securityholders shall enter into the A&R Company LPA; (k) at the Closing, the WM Phoenix GP and the Buyer shall enter into the A&R WM Phoenix GP LLCA; 12 [[6907028]] (l) at the Closing, the Co-Invest Blocker, the Co-Invest Blocker GP, as the withdrawing general partner, the Buyer, a wholly owned subsidiary of Guarantor, as the new general partner (the “WM Blocker GP”), and, if the Co-Invest Blocker Seller will remain a limited partner of the Co-Invest Blocker as a result of a reallocation of Aquiline Participating Units pursuant to Section 1.09, the Co-Invest Blocker Seller, shall enter into the A&R Co-Invest Blocker LPA; provided that, if the Co-Invest Blocker Seller will remain a limited partner of the Co-Invest Blocker as a result of a reallocation of Aquiline Participating Units pursuant to Section 1.09, the A&R Co-Invest Blocker LPA will be amended and restated to have terms substantially similar to the terms set forth on Exhibit I; and (m) at the Closing, the AFSF V Blocker, the AFSF V Blocker Seller, the Buyer and the AFSF V Blocker GP, as the withdrawing general partner, and a wholly owned subsidiary of the Guarantor, as the new general partner (the “Shared Blocker GP”) shall enter into the A&R Shared Blocker LPA. Annex B-2 contains an illustrative example of the calculation of payments to the Initial AQ Unitholder and the Blocker Sellers pursuant to this Section 1.01. 1.02 Paying Agent. On the Closing Date, the Paying Agent, the Buyer and the Unitholder Representative shall enter into a Paying Agent Agreement, substantially in the form of Exhibit E attached hereto, with such changes as may be required by the Paying Agent and reasonably acceptable to the Buyer and the Unitholder Representative (the “Paying Agent Agreement”), pursuant to which the Paying Agent will receive the Closing Payment and any payments required by Section 1.05 or Section 1.06 and deliver such funds in accordance with the terms and conditions hereof and the terms and conditions of the Paying Agent Agreement. All fees and expenses of the Paying Agent shall be paid 50% by the Buyer and 50% by the Seller Parties by treating such percentage as a Seller Expense. 1.03 Representative Amount. At the Closing, the Buyer shall deliver to the Unitholder Representative (on behalf of the Seller Parties) $500,000, or such higher amount as the Company may designate in writing to the Buyer at least three Business Days prior to the Closing, by wire transfer of immediately available funds to the account(s) designated in writing by the Unitholder Representative, to satisfy potential future expenses or other obligations of the Unitholder Representative or obligations of the Seller Parties to the Unitholder Representative, including expenses of the Unitholder Representative arising from the defense or enforcement of claims pursuant to Sections 1.05 and 12.01, as applicable (in the aggregate, the “Representative Amount”). The Unitholder Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Seller Parties will not receive any interest or earnings on the Representative Amount and irrevocably transfer and assign to the Unitholder Representative any ownership right that they may otherwise have had in any such interest or earnings. For tax purposes, the Representative Amount will be treated as having been received and voluntarily set aside by the Seller Parties at the time of Closing. The Representative Amount shall be retained in whole or in part by the Unitholder Representative for such time as the Unitholder Representative shall determine in its sole discretion. If the Unitholder Representative shall determine in its sole discretion to return all or any portion of the Representative Amount to the Seller Parties, it shall deposit such amount with the Paying

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13 [[6907028]] Agent, for the benefit of the Seller Parties, who shall promptly distribute such amount to each Seller Party in accordance with the Payment Schedule. 1.04 Closing Calculations. Not later than 5:00pm (New York, New York time) on the day that is three Business Days prior to the anticipated Closing Date, the Company shall deliver to the Buyer a statement (the “Estimated Closing Statement”) setting forth good faith calculations of the Company’s estimate of Cash (the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”), Seller Expenses (the “Estimated Seller Expenses”), and Transaction Expenses (the “Estimated Transaction Expenses”), and the resulting calculations of the Closing Valuation, the Closing Consideration, the Closing Payment, the Closing Unit Valuation and the Payment Schedule. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, including the Accounting Principles. The Company shall consider in good faith any comments to the Estimated Closing Statement from the Buyer; provided, that in no event shall the Closing be delayed as a result thereof, and the Company shall not have any obligation to accept such comments or to amend or restate the Estimated Closing Statement. 1.05 Final Closing Statement Calculation. (a) As promptly as possible, but in any event within 60 days after the Closing Date, the Buyer shall deliver to the Unitholder Representative a statement (the “Closing Statement”) setting forth the Buyer’s good faith calculations of Cash, Indebtedness, Net Working Capital, Seller Expenses and Transaction Expenses, and the resulting calculations of the Final Valuation, Final Unit Valuation and the Final Closing Consideration. If the Buyer fails to provide the Closing Statement to the Unitholder Representative within such 60 day period, then, at the election of the Unitholder Representative in its sole discretion, either (i)(x) the Estimated Closing Statement shall be deemed to be the Closing Statement and shall be final, binding and conclusive for all purposes hereunder and (y) the Unitholder Representative may deliver written instructions to the Escrow Agent (and, pursuant to the Escrow Agreement, the Escrow Agent shall be entitled to rely and act on such written instructions) to cause the Escrow Agent to pay to the Paying Agent (for the benefit of the Securityholders and Blocker Sellers) the funds in the Adjustment Escrow Account and the Paying Agent shall promptly distribute to each Securityholder and Blocker Seller its applicable portion thereof in accordance with the Payment Schedule or (ii) the Estimated Closing Statement shall be deemed to be the Closing Statement, and shall be treated as having been delivered by Buyer as the Closing Statement on the last day of such 60 day period, and the other provisions of this Article I shall apply, including the Unitholder Representative’s right to deliver an Objections Statement with respect thereto. The Closing Statement shall be prepared and Cash, Indebtedness, Net Working Capital, Seller Expenses and Transaction Expenses shall be determined in accordance with this Agreement, including the Accounting Principles. (b) After delivery of the Closing Statement until the earlier of (i) an Objections Statement is delivered or (ii) 30 days following the delivery of the Closing Statement, the Unitholder Representative and its accountants and other representatives shall be permitted reasonable access during normal business hours, upon reasonable prior notice, to review the Company’s and its Subsidiaries’ books and records and any work papers (excluding communications with attorneys) to the extent related to the Closing Statement; provided that any such access, or the furnishing of any information in connection therewith, shall be conducted in 14 [[6907028]] such a manner as not to unreasonably interfere with the normal operations of the business of the Group Companies. Upon reasonable notice, during business hours and without unreasonably interfering with the business of the Company, the Unitholder Representative and its accountants and other representatives may make reasonable inquiries of the Buyer, the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Buyer shall use its, and shall cause the Company and its Subsidiaries to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Unitholder Representative has any objections to the Closing Statement, the Unitholder Representative shall deliver to the Buyer a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to the Buyer within 30 days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Objections Statement shall specify in reasonable detail the nature and amount of any disagreement so asserted. (c) If an Objections Statement is timely delivered to the Buyer, the Unitholder Representative and the Buyer shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Unitholder Representative and the Buyer shall submit such dispute to KPMG LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Unitholder Representative and the Buyer (the “Dispute Resolution Expert”). Any further submissions to the Dispute Resolution Expert must be written and delivered to each party to the dispute. The Dispute Resolution Expert shall consider only those items and amounts that are identified in the Objections Statement as being items which the Unitholder Representative and the Buyer are unable to resolve. The Dispute Resolution Expert shall act as an accounting expert and not as an arbitrator. The Dispute Resolution Expert’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital, Seller Expenses and Transaction Expenses contained herein and the provisions of this Agreement, including this Section 1.05. The Unitholder Representative and the Buyer shall use their reasonable best efforts to cause the Dispute Resolution Expert to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Expert’s determination shall be based solely on the presentations by the Buyer and the Unitholder Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Expert shall be final and binding on and non‑appealable by the Parties, absent manifest error (and in the event of manifest error, the determination shall be referred to the Dispute Resolution Expert for correction). The costs and expenses of the Dispute Resolution Expert shall be allocated between the Buyer, on the one hand, and the Unitholder Representative (on behalf of the Seller Parties), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Unitholder Representative claims Net Working Capital is $1,000 greater than the amount determined by the Buyer, and the Buyer contests only $500 of the amount claimed by the Unitholder Representative, and if the Dispute Resolution Expert ultimately resolves the dispute by awarding the Unitholder Representative (for the benefit of the Securityholders and the Blocker Sellers) $300 of the $500 contested, then the costs and expenses of arbitration shall be allocated 60% (i.e., 300 ÷ 500) to the Buyer and 40% (i.e., 200 ÷ 500) to the Unitholder Representative (for the benefit of the Seller Parties). In resolving 15 [[6907028]] each of the disputed amounts set forth in the Objections Statement, the Dispute Resolution Expert will be authorized only to choose either the Unitholder Representative’s position or the Buyer’s position (as each position had been disclosed in the Closing Statement or Objections Statement, as applicable, as amended in the manner provided below), but recognizing that the Dispute Resolution Expert may resolve the disputed amounts set forth in the Objections Statement on an item-by-item basis so that it may choose the Unitholder Representative’s position on some items and the Buyer’s position on other items. 1.06 Post-Closing Adjustment. (a) If the Final Closing Consideration is greater than the Closing Consideration, (i) the Buyer shall promptly (but in any event within five Business Days following the final determination of the Final Closing Consideration) pay to the Paying Agent (for distribution to applicable Seller Parties in accordance with the Payment Schedule) the lesser of (A) the amount of such difference and (B) an amount equal to the Adjustment Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Buyer and (ii) the Unitholder Representative and the Buyer shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to the Paying Agent the funds in the Adjustment Escrow Account. The Paying Agent shall thereafter promptly distribute to each Seller Party its applicable portion of the amounts paid to the Paying Agent in accordance with this Section 1.06(a) in accordance with the Payment Schedule. (b) If the Final Closing Consideration is equal to or less than the Closing Consideration, the Buyer and the Unitholder Representative (on behalf of the Securityholders and the Blocker Sellers) shall promptly (but in any event within five Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Buyer the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one or more accounts designated by the Buyer to the Escrow Agent. The Shortfall Amount shall be paid solely from the funds available in the Adjustment Escrow Account. In the event that the funds available in the Adjustment Escrow Account are in excess of the Shortfall Amount (such excess, the “Escrow Excess Amount”), the Unitholder Representative and the Buyer shall simultaneously with the delivery of the instructions described in the first sentence of this Section 1.06(b), deliver joint written instructions to the Escrow Agent to pay to the Paying Agent the Escrow Excess Amount, and the Paying Agent shall promptly distribute to each Seller Party its applicable portion thereof in accordance with the Payment Schedule. The Seller Parties and the Unitholder Representative shall not have any liability for any amounts due pursuant to Section 1.05 or this Section 1.06 except to the extent of the funds available in the Adjustment Escrow Account. (c) The Unitholder Representative shall, within five Business Days following the final determination of the Final Closing Consideration, deliver to the Buyer an updated Payment Schedule setting forth the calculation of the Additional Unit Consideration for each Participating Unit and the resulting relative percentage of limited partnership interests of the Company held by each Rolling Securityholder as of immediately following the Closing, taking into account the finally determined Final Valuation and Final Closing Consideration, and such updated Payment Schedule shall become final and binding upon delivery to the Buyer. 16 [[6907028]] (d) Following the final determination of the Final Unit Valuation, the conversion of Units of each Rolling Securityholder pursuant to Section 1.01(i) shall be adjusted by (i) with respect to each Rolling Securityholder who is an Applicable Partner or a Person which constitutes a Permitted Transferee of an Applicable Partner, adjusting the number of Initial Management Investor Units received by such Rolling Securityholder to be a number of Initial Management Investor Units equal to 75% of the aggregate Final Unit Valuation of all of the Management Investor Units and Incentive Units held by such Rolling Securityholder as of the Closing that are not Participating Units, and a number of Management Investor Units equal to 25% of the aggregate Final Unit Valuation of all of the Management Investor Units and Incentive Units held by such Rolling Securityholder as of the Closing that are not Participating Units, and (ii) with respect to each other Rolling Securityholder, adjusting the number of Equity Investor Units received by such Rolling Securityholder to be a number of Equity Investor Units equal to the aggregate Final Unit Valuation of all of the Investor Units held by such Rolling Securityholder as of the Closing that are not Participating Units. Upon the final determination of the Final Unit Valuation, the number of Primary Units received by the Buyer shall be (i) increased by a number of Units equal to the amount paid by the Buyer to the Paying Agent pursuant to Section 1.06(a), if any, or (ii) decreased by a number of Units equal to the amount returned to the Buyer pursuant to Section 1.06(b), if any. (e) The parties hereto acknowledge and agree that the Buyer shall not have any responsibility or liability for, and none of the Unitholder Representative, the Seller Parties, nor any other Person, shall have any claim against the Buyer, the Company, or any of its Subsidiaries with respect to the determination, preparation of, or review of, the Payment Schedule or for any payments made by the Paying Agent with respect thereto. 1.07 Escrow Accounts. On the Closing Date, the Escrow Agent, the Buyer and the Unitholder Representative shall enter into an escrow agreement, substantially in the form of Exhibit F attached hereto, with such changes as may be required by the Escrow Agent and reasonably acceptable to the Buyer and the Unitholder Representative (the “Escrow Agreement”). At the Closing, the Buyer shall deliver the sum of (i) $4,000,000 (such amount, the “Adjustment Escrow Amount”) in immediately available funds into a separate escrow account (the “Adjustment Escrow Account”), such account to be established and maintained by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement and (ii) $1,361,250 (such amount, the “Indemnification Escrow Amount” and, together with the Adjustment Escrow Amount, the “Escrow Amount”) in immediately available funds into a separate escrow account (the “Indemnification Escrow Account”), such account to be established and maintained by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement. The amounts contained in the Adjustment Escrow Account shall serve as a security for, and the sole and exclusive source of payment of, the Buyer’s rights pursuant to Section 1.06, if any, and the amount contained in the Indemnification Escrow Account shall serve as a security for, and the sole and exclusive source of payment of, the Buyer’s rights pursuant to Article X. All fees and expenses of the Escrow Agent shall be paid 50% by the Buyer and 50% by the Seller Parties by treating such percentage as a Seller Expense. 1.08 Withholding. Notwithstanding any provision contained herein to the contrary, each of the Paying Agent, the Escrow Agent, the Company, the Unitholder Representative, the Buyer, and any other Person making any payment hereunder shall be entitled to deduct and withhold from

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17 [[6907028]] the consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Tax Law. If the Paying Agent, the Escrow Agent, the Company, the Unitholder Representative, the Buyer, or any other Person making any payment hereunder, as the case may be, so withholds amounts and timely pays over such amounts to the appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which the Paying Agent, the Escrow Agent, the Company, the Unitholder Representative, the Buyer, or any other Person making any payment hereunder, as the case may be, made such deduction and withholding. Other than with respect to any withholding or deduction required due to the failure to provide the forms specified by Section 12.02(h), as soon as commercially practical prior to the Closing, the Paying Agent, the Escrow Agent, the Company, the Buyer, and any other Person making any payment hereunder, shall (a) notify the applicable recipient of any anticipated withholding (other than backup withholding or withholding of employment Taxes), (b) consult with the applicable recipient in good faith to determine whether such deduction and withholding is required under applicable Tax Law and (c) cooperate with the applicable recipient in good faith to minimize the amount of any applicable withholding. 1.09 Participating Unit Adjustment. Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, the Parties hereby agree that, upon prior written notice to the Buyer not less than three Business Days prior to the Closing, the General Partner shall have the right to reallocate the Aquiline Participating Units solely as between the Initial AQ Unitholder, the Blockers and AFSF V AIV; provided, however, that in no event shall any such reallocation increase the aggregate number of Participating Blocker Units without the prior written consent of the Buyer. Upon delivery of any such notice in accordance with this Section 1.09 specifying the reallocation of the Aquiline Participating Units, Annex B-1 hereto (and all corresponding definitions set forth herein and, for the avoidance of doubt, the Pre-Closing Reorganization) shall be deemed automatically amended accordingly without further action on the part of any other Person. ARTICLE II THE CLOSING 2.01 The Closing. The closing of the Transactions (the “Closing”) shall take place at 10:00 a.m. (New York, New York time) on the fifth Business Day following full satisfaction or (to the extent permitted by Law) due waiver of all of the closing conditions set forth in Article IX (other than those to be satisfied at the Closing itself, but subject to the satisfaction or (to the extent permitted by Law) due waiver of such conditions) or on such other date or time as is mutually agreed to in writing by the Buyer and the Company (the date and time of the Closing, the “Closing Date”) by electronic exchange of documents (by “portable document format”, email or other form of electronic communication) all of which will be deemed to be originals. 2.02 The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Buyer shall pay, or cause to be paid: 18 [[6907028]] (i) to the Paying Agent, the sum of (A) the Closing Payment plus (B) the Buyer Note Amount, in each case, as set forth in the Estimated Closing Statement, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent to the Buyer at least three Business Days prior to the Closing, which the Paying Agent will disburse to the Seller Parties entitled to payment in accordance with the Paying Agent Agreement, this Agreement and the Payment Schedule; (ii) to the Unitholder Representative, the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Unitholder Representative to the Buyer at least three Business Days prior to the Closing; (iii) to the Escrow Agent (A) the Adjustment Escrow Amount, by wire transfer of immediately available funds to the Adjustment Escrow Account, and (B) the Indemnification Escrow Amount, by wire transfer of immediately available funds to the Indemnification Escrow Account; (iv) to the extent not otherwise included in this Section 2.02(a), to the applicable Persons, on behalf of the Company, the Seller Expenses set forth in final invoices (or other reasonable evidence of amounts due) by wire transfer of immediately available funds as directed by the Company at least three Business Days prior to the Closing; provided, that any amounts of any such Seller Expenses treated as wages for income Tax purposes shall be paid to the Company or its applicable Subsidiary, which shall pay such amounts, less any applicable withholding Taxes, to each Person to whom such Seller Expenses are to be paid through its payroll system on or reasonably promptly after the Closing Date; (v) to the Paying Agent all fees and expenses due pursuant to the Paying Agent Agreement, as set forth in the Paying Agent Agreement; (vi) to the Escrow Agent all fees and expenses due pursuant to the Escrow Agreement, as set forth in the Escrow Agreement; and (vii) to the Unitholder Representative, the Engagement Fee, by wire transfer of immediately available funds to the account(s) designated in writing by the Unitholder Representative to the Buyer prior to the Closing; (viii) at the election of the Company or to the extent reasonably determined by the Company to be necessary to satisfy the condition set forth in Section 9.02(c), to the applicable Persons, on behalf of the Company, Transaction Expenses (including the Potash Bonus Payment, if any, to Andrew Potash) set forth in final invoices (or other reasonable evidence of amounts due) by wire transfer of immediately available funds as directed by the Company at least three Business Days prior to the Closing; provided, that any amounts of any such Transaction Expenses treated as wages for income Tax purposes shall be paid to the Company or its applicable Subsidiary, which shall pay such amounts, less any applicable withholding Taxes, to each Person to whom such Transaction Expenses are to be paid through its payroll system on or reasonably promptly after the Closing Date; provided, further, that for all purposes, such payments by 19 [[6907028]] the Buyer shall be treated as a contribution of such amount to the Company and the Company shall issue to the Buyer a number of additional Equity Investor Units equal to the aggregate amount funded by the Buyer pursuant to this Section 2.02(a)(viii); (b) the Buyer shall deliver, or cause to be delivered, to the Company and the Unitholder Representative (and in the case of the Aquiline Letter Agreement or the Potash Letter Agreement, to the other applicable parties thereto): (i) a counterpart to the Escrow Agreement, duly executed by the Buyer; (ii) a counterpart to the Paying Agent Agreement, duly executed by the Buyer; (iii) a counterpart to the A&R Shared Blocker LPA, duly executed by the Buyer and the Shared Blocker GP; (iv) counterparts to the A&R Company LPA, duly executed by the Buyer and the WM Phoenix GP; (v) counterparts to the A&R WM Phoenix GP LLCA, duly executed by the Buyer and the WM Phoenix GP; (vi) a counterpart to the A&R Co-Invest Blocker LPA, duly executed by the WM Blocker GP; (vii) a counterpart to the Aquiline Letter Agreement, duly executed by the Company, the WM Phoenix GP, the Buyer, WM Clay and the Guarantor; (viii) a counterpart to the Potash Letter Agreement, duly executed by the Company, the WM Phoenix GP, the Buyer, WM Clay and the Guarantor; (ix) if required pursuant to Section 1.01(a), a counterpart to the Buyer Note, duly executed by the Buyer (or each Person that is a Lender); (x) a certificate of an authorized officer of the Buyer in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 9.03(a) and 9.03(b) have been satisfied; and (xi) certified copies of resolutions or a written consent duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement; (c) the Company shall deliver, or cause to be delivered, to the Buyer: (i) documentation evidencing the consummation of the Pre-Closing Reorganization; 20 [[6907028]] (ii) counterparts to the A&R Company LPA, duly executed by the Company and the General Partner; (iii) if required pursuant to Section 1.01(a), a counterpart to the Buyer Note, duly executed by the Company; (iv) counterparts to the Aquiline Letter Agreement, duly executed by the Initial AQ Unitholder and the AFSF V Blocker; (v) counterparts to the Potash Letter Agreement, duly executed by Potash Operating LP, Distinguished Programs Ownership LLC and Andrew Potash; (vi) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 9.02(a)(i), 9.02(a)(ii), 9.02(a)(iii) and 9.02(b), as they relate to the Company, and the condition specified in Section 9.02(c), in each case, have been satisfied; (vii) a copy of the resolutions or written consent duly adopted by the General Partner’s governing body authorizing the execution, delivery and performance of this Agreement; (viii) a counterpart to the Escrow Agreement, duly executed by the Company; and (ix) a counterpart to the Paying Agent Agreement, duly executed by the Company; (d) the Co-Invest Blocker Seller shall deliver, or cause to be delivered, to the Buyer: (i) duly executed instruments of assignment evidencing the transfer of the Blocker Equity to the Buyer; (ii) counterparts to the A&R Co-Invest Blocker LPA, duly executed by the Co-Invest Blocker Seller, the Co-Invest Blocker and the Co-Invest Blocker GP; and (iii) a certificate of the Co-Invest Blocker GP in its capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 9.02(a) and 9.02(b), as they relate to the Co-Invest Blocker, have been satisfied; (e) the AFSF V Blocker Seller shall deliver, or cause to be delivered, to the Buyer: (i) counterparts to the A&R Shared Blocker LPA, duly executed by the AFSF V Blocker Seller, the AFSF V Blocker and the AFSF V Blocker GP; (ii) a counterpart to the Aquiline Letter Agreement, duly executed by the AFSF V Blocker; and

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21 [[6907028]] (iii) a certificate of the general partner of AFSF V Blocker Seller in its capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 9.02(a) and 9.02(b), as they relate to the AFSF V Blocker, have been satisfied; (f) the Unitholder Representative shall deliver, or cause to be delivered, to the Buyer: (i) a counterpart to the Escrow Agreement, duly executed by the Unitholder Representative; and (ii) a counterpart to the Paying Agent Agreement, duly executed by the Unitholder Representative; (g) the AFSF V AIV shall deliver, or cause to be delivered, to the Buyer: (i) counterparts to the A&R Company LPA, duly executed by the AFSF V AIV; and (ii) counterparts to the Aquiline Letter Agreement, duly executed by the AFSF V AIV; and (h) the Initial AQ Unitholder shall deliver, or cause to be delivered, to the Buyer: (i) a counterpart to the A&R Company LPA, duly executed by the Initial AQ Unitholder; (ii) a counterpart to the Aquiline Letter Agreement, duly executed by the Initial AQ Unitholder; and (iii) a certificate of the general partner of the Initial AQ Unitholder in its capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 9.02(a) and 9.02(b), as they relate to the Initial AQ Unitholder, have been satisfied. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GENERAL PARTNER The Company represents and warrants to the Buyer as follows as of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedules or for any actions taken after the date hereof in accordance with Section 6.01: 3.01 Organization and Power. (a) The Company (i) is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware and (ii) has all requisite power and 22 [[6907028]] authority necessary to own, lease or otherwise hold and operate its properties and other assets and to carry on its businesses as currently conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which its ownership, leasing or operation of its property and assets or the nature of its business requires it to qualify, except where the failure to be so qualified or to be in good standing would not be material to the Group Companies. True, correct and complete copies of the Organizational Documents of the Company as amended to the date hereof have been made available to the Buyer prior to entry into this Agreement. The Company is not in breach of any of the material provisions of its Organizational Documents. (b) The General Partner (i) is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and (ii) has all requisite power and authority necessary to own, lease or otherwise hold and operate its properties and other assets and to carry on its businesses as currently conducted. The General Partner is duly qualified to do business and is in good standing in every jurisdiction in which its ownership, leasing or operation of its property and assets or the nature of its business requires it to qualify, except where the failure to be so qualified or to be in good standing would not be material to the Group Companies. True, correct and complete copies of the Organizational Documents of the General Partner as amended to the date hereof have been made available to the Buyer prior to entry into this Agreement. The Company is not in breach of any of the material provisions of its Organizational Documents. 3.02 Subsidiaries. (a) Schedule 3.02(a) accurately sets forth each Subsidiary of the Company, its name, place of incorporation or formation, and if not wholly owned directly or indirectly by the Company, the record ownership of all capital stock or other equity interests issued thereby. There are no other outstanding equity interests in, units of or other voting securities or ownership interests in the Subsidiaries. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, has all requisite power and authority necessary to own, lease or otherwise hold and operate its properties and other assets and to carry on its businesses as currently conducted. Each of the Company’s Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which its ownership, leasing or operation of its property and assets or the nature of its businesses requires it to qualify, except where the failure to be so qualified or to be in good standing, would not be material to the Group Companies. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other corporation, organization or entity. (b) Except as set forth on Schedule 3.02(b), there are no (i) options, warrants, calls, rights, agreements, or convertible, exercisable or exchangeable securities, in each case relating to the issuance of equity securities of any Subsidiaries of the Company, or to the purchase or acquisition from the Subsidiaries any equity interests, (ii) other commitments pursuant to which a Subsidiary of the Company is or may become obligated to provide funds to, make an investment in, or contribute capital to, any Person, (iii) securities of a Subsidiary of the Company reserved for issuance for any purpose, (iv) statutory or contractual preemptive rights or rights of first refusal with respect to the equity interests of a Subsidiary of the Company, (v) unit or stock appreciation rights, equity-based performance units, “phantom” unit rights, profit participation or other similar 23 [[6907028]] rights or Contracts with respect to the equity securities of a Subsidiary of the Company, (vi) rights, plans or anti-takeover plans, voting trusts or proxies with respect to any equity interests of a Subsidiary of the Company or any securities convertible, exercisable or exchangeable into any such equity interests of a Subsidiary of the Company, or (vii) outstanding Contracts of a Subsidiary of the Company to make any distribution of any kind with respect to any equity interests of a Subsidiary of the Company or any securities convertible, exercisable or exchangeable into any such equity interests (c) True, correct and complete copies of the Organizational Documents of each Subsidiary of the Company have been made available to the Buyer prior to entry into this Agreement, and no Subsidiary is in breach of any of the material provisions of its respective Organizational Documents. 3.03 Authorization; No Breach; Valid and Binding Agreement. (a) Each of the Company and the General Partner has all requisite power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and each other Transaction Agreement to which the Company or the General Partner is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party by the Company or the General Partner, as applicable, the performance of its obligations hereunder or thereunder and the consummation of the Transactions have been duly and validly authorized by all necessary action on the part of it, including approval by its governing body, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement and each other Transaction Agreement to which it is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party. (b) Except for (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (ii) the Texas Filings and (iii) as set forth on Schedule 3.03(b), the execution, delivery, performance and compliance with the terms and conditions of this Agreement and each other Transaction Agreement to which the Company or the General Partner is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party by the Company or the General Partner, as applicable, and the consummation of the Transactions by the Company and the General Partner, do not (A) violate, conflict with, result in any breach of, or constitute a default under any of the Organizational Documents of any Group Company or the General Partner, (B) with or without the giving of notice or the lapse of time or both, violate or result in a breach of or constitute a violation or default under, result in the termination of or give rise to a right of termination or cancellation under, require consent, notice or waiver under, require the making of a payment or result in the loss of a benefit under or accelerate the performance of any obligation under any Contract of any Group Company or the General Partner or by which any of the Group Companies or the General Partner, or any property or assets of the Group Companies or the General Partner, is bound or affected, (C) result (with or without the giving of notice or the lapse of time or both) in the creation of any Lien (other than Permitted Liens) upon any properties, rights or assets of the Group Companies or the General Partner, (D) cause the suspension or revocation of any Permit or (E) violate any Order or Law to which any of the Group Companies or the General Partner is subject, except where the failure of 24 [[6907028]] any of the representations and warranties contained in clause (B) or (D) above to be true would not be material to the Group Companies. (c) Assuming that this Agreement and each other Transaction Agreement to which the Company or the General Partner is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party is a legal, valid and binding obligation of the other Parties, this Agreement and each other Transaction Agreement to which the Company or the General Partner is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party constitutes a legal, valid and binding obligation of the Company and the General Partner, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar Laws relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or the exercise by courts of equity powers (the “Bankruptcy and Equity Exceptions”). 3.04 Capitalization. (a) Schedule 3.04(a) sets forth the owners of all of the issued and outstanding Units of the Company as of the date hereof, including the type and amount of each Unit held by such Person. There are no other outstanding equity interests in, units of or other voting securities or ownership interests in the Company. All of such Units have been validly issued and are fully paid and non-assessable and are free of any and all Liens other than those imposed by the Company LPA or arising under the Securities Act or any state securities laws. No such Units is certificated and each such Unit has been issued in non-certificated, book-entry form. All issued and outstanding equity interests held by the Company in the Subsidiaries have been validly issued and are fully paid and non-assessable and are free of any and all Liens (other than Permitted Liens) and free of any restriction on the right to vote, sell or otherwise dispose of such equity interests other than those imposed by the Company LPA, pursuant to the Credit Agreement or pursuant to the Organizational Documents of such Subsidiary. At the Closing, the Primary Units (and any Equity Investor Units issued pursuant to Section 2.02(a)(viii)) will be duly authorized and validly issued, fully paid and nonassessable, and free and clear of all Liens (except for Liens (i) arising under the Securities Act or any state securities laws, (ii) arising under the A&R Company LPA or (iii) created by the Buyer at or prior to the Closing). (b) Except as set forth on Schedule 3.04(b) or in the Company LPA, there are no (i) options, warrants, calls, rights, agreements, or convertible, exercisable or exchangeable securities, in each case relating to the issuance of equity securities of the Company, or to the purchase or acquisition from the Company any Units, (ii) other commitments pursuant to which the Company is or may become obligated to provide funds to, make an investment in, or contribute capital to, any Person, (iii) securities of the Company reserved for issuance for any purpose, (iv) statutory or contractual preemptive or subscription rights or rights of first refusal with respect to the equity interests of the Company, (v) unit or stock appreciation rights, equity-based performance units, “phantom” unit rights, profit participation or other similar rights or Contracts with respect to the equity securities of the Company, (vi) rights, plans or anti-takeover plans, voting trusts or proxies with respect to any equity interests of the Company or any securities convertible, exercisable or exchangeable into any such equity interests of the Company, or (vii) outstanding

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25 [[6907028]] Contracts of the Company to make any distribution of any kind with respect to any equity interests of the Company or any securities convertible, exercisable or exchangeable into any such equity interests. There are no accrued and unpaid distributions with respect to any class or series of equity interests in the Company. (c) Other than the Company LPA, the Company is not a party to any voting agreement, unit or stockholder agreement, proxy or other agreement or understanding with respect to any equity interests in the Company or any of its Subsidiaries. (d) As of the Closing Date, the Payment Schedule will be complete and accurate in all respects and the amounts set forth therein will be calculated pursuant to and in accordance with this Agreement, the Organizational Documents of the Company, any applicable Company Employee Benefit Plan and any applicable Laws. 3.05 Financial Statements. (a) The Company has delivered true and complete copies of the following financial statements (the “Financial Statements”), which are attached as Schedule 3.05(a): (i) the Company’s unaudited consolidated balance sheet as of March 31, 2025 (the “Latest Balance Sheet Date”) and the related statements of income, changes in members’ equity and cash flows for the fiscal quarter then ended; and (ii) the Company’s audited consolidated balance sheets as of December 31, 2024 and December 31, 2023, and the related statements of income, changes in members’ equity and cash flows for the fiscal years then ended. (b) The Financial Statements have been prepared from the books and records of the Group Companies, have been prepared in accordance with GAAP, consistently applied, and present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Group Companies (taken as a whole) as of the times and for the periods referred to therein, subject in the case of the unaudited consolidated financial statements to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from immaterial normal year-end adjustments. The Group Companies’ system of internal controls over financial reporting is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that transactions are executed only in accordance with authorization of management, (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the assets of the Group Companies, (iv) that the Group Companies are compliant in all material respects with applicable requirements of the anti-money laundering and terrorist financing Laws, including applicable financial recordkeeping and reporting requirements, as and to the extent such Laws were in effect and (v) that all off-balance sheet arrangements are properly identified and quantified. Since January 1, 2023, there has not been (A) to the knowledge of the Company, except as set forth on Schedule 3.05(b), any significant deficiency or weakness in the system of internal accounting controls used by the Group Companies, (B) any fraud or other wrongdoing that involves any of the management of the Group Companies or other employees who have a role in 26 [[6907028]] the preparation of the Financial Statements, in each case in their capacity as management or an employee of the Group Companies or (C) to the Company’s knowledge, any written claim or allegation regarding any of the foregoing. (c) All of the accounts receivable (including unbilled receivables) shown on the Company’s unaudited consolidated balance sheet as of the Latest Balance Sheet Date and all of the accounts receivable included in the Estimated Net Working Capital, have been collected or are current and to the knowledge of the Company, collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such consolidated balance sheet and net of returns and payment discounts allowable by Group Companies’ policies as in effect on the date hereof) and can reasonably be anticipated to be paid in full without outside collection efforts within 60 days of the due date therefor, and as of the date hereof are not subject to counterclaims or setoffs. (d) None of the Group Companies has any debts, liabilities, commitments or obligations of any nature (whether accrued, fixed, absolute, contingent, matured, unmatured or otherwise) that would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, other than debts, liabilities, commitments or obligations (i) set forth or as specifically reflected or adequately reserved against in the Financial Statements, (ii) incurred since the Latest Balance Sheet Date in the Ordinary Course of Business (provided, that none of such liabilities or obligations arose out of a violation of applicable Law or breach of a Material Contract on the part of the Company or any of its Subsidiaries), (iii) incurred in connection with this Agreement or the other Transaction Agreements or the Transactions or (iv) that are, taken as a whole, not material to the Group Companies. None of the Group Companies is a party to, or has any commitment to become a party to, any “off balance sheet arrangement”. 3.06 Absence of Certain Developments. Since the Latest Balance Sheet Date, (i) the business of each Group Company has been conducted in the Ordinary Course of Business, except to the extent such business has been conducted in accordance with Sections 6.05(c) and (d) hereof, (ii) no Group Company has suffered a Material Adverse Effect on such Group Company and (iii) through the date of this Agreement, except as set forth on Schedule 3.06, no Group Company has taken any action that would, after the date hereof, be prohibited by, or require the consent of the Buyer pursuant to, Section 6.01. 3.07 Real and Personal Property. (a) No Group Company owns any real property. (b) Schedule 3.07(b) sets forth all leases, licenses, subleases and occupancy agreements, together with any amendments, modifications or supplements thereto (the “Real Property Leases”), with respect to all real property leased, licensed, subleased or otherwise used or occupied by each Group Company as of the date hereof (the “Leased Real Property”). The Real Property Leases are a valid and binding obligation of the Group Company party thereto and, to the knowledge of the Company, the other parties thereto, in full force and effect, subject to proper authorization and execution of each lease by the other party and the application of the Bankruptcy and Equity Exceptions. The applicable Group Company holds a valid and existing leasehold 27 [[6907028]] interest under each such Real Property Lease, free and clear of all Liens other than Permitted Liens. The Company has made available to the Buyer complete and accurate copies of each of the Real Property Leases, and none of such Real Property Leases have been modified as of the date hereof in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to the Buyer. All rent and other material sums and charges payable under each Real Property Lease by any Group Company are current and no Group Company or any other party thereto is in default in any material respect under any of the Real Property Leases and, to the knowledge of the Company, no event has occurred which, with the giving of notice or the passage of time, or both, would reasonably be expected to give rise to such material default, nor have any of them given or received any notice alleging any of the same. Each Leased Real Property is suitable for the purposes for which it is currently used. The Leased Real Property are the only real property and interests in real property that are necessary for the conduct of the business of the Group Companies as conducted as of the date of this Agreement. Other than the applicable Group Company pursuant to the applicable Real Property Lease, no Person has the right to use or occupy any Leased Real Property. (c) Each Group Company has good and marketable title to, or other valid right to use, free and clear of any Liens (other than Permitted Liens), all of the assets, property and rights that it owns or uses. The assets, property and rights owned by each Group Company constitutes all of the material property used in, and required for operation of, the business of the Group Companies as currently conducted and such assets, property and rights are sufficient for each Group Company to conduct its business as currently conducted. All items of tangible property used in the operation of the business of the Group Companies are in good operating condition in all material respects, normal wear and tear excepted. No approval or consent of any Person is required so that the interests of the Group Companies in such property shall continue in full force and effect and shall be enforceable by the Buyer following Closing. 3.08 Tax Matters. (a) Each of the Group Companies has duly and timely filed (or has had filed) all income and other material Tax Returns that it was required to file (or to have filed), taking into account any extensions of time to file, and each such Tax Return is true, complete and correct in all material respects. All material Taxes of each Group Company (whether or not shown as owing by any Group Company on such Tax Returns) have been timely and fully paid or properly accrued in accordance with GAAP. (b) No Group Company is, or, to the knowledge of the Company, threatened to be, the subject of a Tax audit or examination with respect to Taxes. (c) Each Group Company has timely and properly withheld and paid to the applicable Governmental Entity all material Taxes required to have been withheld and paid by it in connection with any amounts paid or owing to any employee, independent contractor, creditor, equityholder or other third party. (d) No Group Company has any liability for Taxes of any Person (other than any of the Group Companies) (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable state, local or foreign Law) or (ii) as a transferee or successor or by Contract 28 [[6907028]] (other than customary indemnification or gross-up provisions in Contracts the primary purpose of which does not relate to Taxes). (e) No Group Company is subject to any limitation under Section 197(f)(9) of the Code on its ability to amortize any “Section 197 intangible” (as defined in Section 197(d)(1) of the Code), and no assets of any Group Company constitute “Section 197(f) intangibles” within the meaning of Treasury Regulation Section 1.197-2(h)(1)(i). (f) No Group Company has been a party to a “listed transaction”, as such term is defined in Treasury Regulation Section 1.6011-4(b)(2) (or any similar provision of U.S. state or local or non-U.S. Tax Law). (g) No claim has been made by any Tax authority in a jurisdiction where any Group Company has not filed a material Tax Return, or paid a material Tax, that it is or may be, subject to Tax by, or required to file a Tax Return in, such jurisdiction. (h) No Group Company has consented to extend the time in which any Tax may be assessed or collected by any taxing authority, which extension is in effect as of the date hereof. (i) No Group Company is the beneficiary of any extension of time (other than an automatic extension of time not requiring the consent of the applicable Governmental Entity) within which to file any material Tax Return not previously filed. (j) There is no Action, suit, taxing authority proceeding or audit now in progress or pending against or with respect to any Group Company with respect to any Tax. (k) No Group Company (or regarded owner thereof) will be required to include a material item of income, or exclude a material item of deduction, for any taxable period ending after the Closing Date as a result of: (i) an installment sale transaction occurring on or before the Closing Date governed by Section 453 of the Code (or any similar provision of state, local or non- U.S. Laws); (ii) a transaction occurring on or before the Closing Date reported as an open transaction for U.S. federal income Tax purposes (or any similar doctrine under state, local or non-U.S. Laws); (iii) any prepaid amounts received or paid on or prior to the Closing Date or deferred revenue realized, accrued or received on or prior to the Closing Date, in each case, outside of the Ordinary Course of Business; (iv) a change in method of accounting with respect to a Pre- Closing Tax Period that occurs or was requested on or prior to the Closing Date (or as a result of an impermissible method used in a Pre-Closing Tax Period) or (v) an agreement entered into with any Governmental Entity (including a “closing agreement” under Section 7121 of the Code) on or prior to the Closing Date. (l) There is no Lien for Taxes on any of the assets of any Group Company, other than Permitted Liens. (m) No Group Company is or has been a resident for Tax purposes in any foreign jurisdiction outside the country of its organization.

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29 [[6907028]] (n) If applicable, the Company has properly complied in all material respects with all applicable law in order to defer the amount of the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act. (o) No Group Company has (i) deferred payment of any Taxes (including withholding Taxes) pursuant to Internal Revenue Service Notice 2020-65 or any related or similar order or declaration from any Governmental Entity (including, without limitation, the Presidential Memorandum, dated August 8, 2020, issued by the President of the United States) or (ii) claimed any “employee retention credit” pursuant to Section 2301 of the CARES Act. (p) No Group Company is a party to or bound by any Tax allocation or Tax sharing agreement (excluding, in each case, any agreement entered into in the Ordinary Course of Business and not primarily related to Taxes and any agreement solely among the Group Companies). (q) No Group Company has made a SALT Election. (r) No Group Company has made an election pursuant to Section 6221(b) of the Code (or any similar state or local law) to cause the Partnership Tax Audit Rules not apply to any federal, state or local income Tax audits and other proceedings. (s) No Group Company has made an election pursuant to Treasury Regulations Section 301.9100-22(c) (or any similar state or local law) to cause the Partnership Tax Audit Rules to apply to any federal, state or local income Tax audits or other proceedings as of any date earlier than is required by Law. (t) Each Group Company that is properly treated as a partnership for U.S. federal (and all applicable state and local) income taxes has made an election under Section 754 of the Code (or any similar state or local law). (u) For U.S. federal (and all applicable state and local) income Tax purposes, each Group Company is properly treated as (i) a partnership or (ii) an entity disregarded as separate from its owner, and has not made any filing or election to be treated as an association taxable as a corporation. 3.09 Contracts and Commitments. (a) Except as set forth on Schedule 3.09 or with respect to any Company Employee Benefit Plan set forth on Schedule 3.13(a), no Group Company as of the date hereof is party to any: (i) Contract relating to any Financial Indebtedness (including any commitment with respect to Financial Indebtedness) or any Contract granting, creating or otherwise providing for any Lien (other than a Permitted Lien) on assets of any of the Group Companies to secure any Financial Indebtedness; (ii) joint venture, strategic alliance, reseller agreement or partnership agreements; 30 [[6907028]] (iii) guaranty of any Financial Indebtedness or other material guaranty (other than any guaranty of any obligation or liability solely of any Group Company); (iv) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $750,000 (excluding the Real Property Leases); (v) Contract or group of related Contracts with the same party or its affiliated entities for the purchase or disposition of products or services, business or other material assets (whether by merger, sale of equity interests, sale of assets or otherwise) that provide for annual payments by a Group Company in excess of $750,000 in the aggregate; (vi) Contract or group of related Contracts with a customer (including any carrier or broker) or its affiliated entities that provides annual net revenues (based on any 12-month period) to the Group Companies in excess of $1,000,000; (vii) Contract under which a Group Company (A) is granted a license to use any material third party Intellectual Property (other than Incidental Licenses) or (B) grants to any Person a license to use any material Owned Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course of Business); (viii) Contract relating to the ownership by the Company or any of its Subsidiaries of any joint venture interest or other equity ownership interest in any other corporation, organization or entity; (ix) Contract that (A) contains a put, call or similar right pursuant to which the Group Companies would be required to purchase or sell, as applicable, any equity interests or assets of any Person or (B) grants any rights of first refusal, rights of first offer, option to purchase, acquire, sell or dispose or other similar rights to any Person with respect to any material asset of the Group Companies; (x) Real Property Leases; (xi) Contract required to be disclosed on Schedule 3.18; (xii) Contract that materially prohibits any Group Company from competing in the business of the Group Companies as conducted in the Ordinary Course of Business; (xiii) collective bargaining agreement, labor contract or other written agreement or arrangement with any labor union or any employee organization or contract, agreement or arrangement with a professional employer organization; (xiv) Contract or series of related Contracts relating to the acquisition or disposition of any business, capital stock or assets (by merger, consolidation, acquisition of stock or assets or otherwise) of any other Person providing for indemnification obligations of the Company or any of its Subsidiaries or “earn-out” or other contingent obligations or deferred or withheld payment obligations to the extent such indemnification 31 [[6907028]] obligations or “earn-out” or other contingent obligations or deferred or withheld payment obligations are outstanding as of the date hereof; (xv) Contract granting an “exclusivity” commitment, “most favored nation” terms or pricing or other similar provisions to any Person, or mandating the purchase or supply of a minimum quantity of products or services (including any minimum value or volume of premiums written) or the purchase or supply of products or services exclusively from or by a certain Person; (xvi) Contract with a Material Carrier; (xvii) Contract with a Top Producer; (xviii) Contract with a Material Supplier; (xix) Material Contract with a Governmental Entity; (xx) any Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than any of the Group Companies) in excess of $100,000 in respect of any such advance, loan, extension of credit, capital contribution to or investment in such Person; (xxi) any Contract that expressly requires the payment by any of the Group Companies of an early termination fee (individually or in the aggregate, and whether contingent or otherwise) in excess of $250,000 in respect of such Contract; (xxii) any Contract that expressly prohibits the declaration or payment of dividends in respect of any equity interests in any of the Group Companies (other than, for the avoidance of doubt, the Credit Agreement); or (xxiii) any Contract pursuant to which the Company or its Subsidiaries have committed to pay capital expenditures, or development costs in excess of $750,000 or pursuant to which the Company or its Subsidiaries have committed to the acquisition by purchase or lease of fixed assets with a value in excess of $750,000. (b) The Company has made available to the Buyer a true, correct and complete copy of all written Contracts (including a true, correct and complete copy of the Credit Agreement) and a true and correct summary of all oral Contracts that are set forth on, or are required to be set forth on, Schedule 3.09(a) (collectively, the Contracts required to be set forth on Schedule 3.09 and any Company Employee Benefit Plan required to be set forth on Schedule 3.13(a), together with each Contract and Company Employee Benefit Plan that was entered into or established after the date hereof but that, had it been in existence on the date hereof would have been required to be set forth on Schedule 3.09(a) or Schedule 3.13(a), as applicable, being referred to as the “Material Contracts”). Each Material Contract (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is a legal, valid, binding and enforceable obligation on each Group Company that is a party thereto and is in full force and effect (subject to the Bankruptcy and Equity Exceptions) and, to the knowledge of the Company, of the other parties 32 [[6907028]] thereto. Since January 1, 2023, no Group Company has received written (or, to the knowledge of the Company, oral) notice from a party to a Material Contract or provided notice to another party to a Material Contract in respect of an actual or threatened termination, cancellation, or failure to renew. (c) Except as set forth on Schedule 3.09(c): (i) no Group Company has materially violated or breached, or committed any material default under, any Material Contract, that has not, in each such case, been fully cured or waived, nor has any Group Company received written notice of any uncured or un-waived material violation, breach or default; (ii) to the Company’s knowledge, as of the date of this Agreement, no other Person has materially violated or breached, or committed any material default under, any Material Contract and (iii) as of the date of this Agreement, no event has occurred, no action has been taken and there is no failure to take any action, in each case, on the part of any Group Company that will result in a violation or breach of any of the provisions of any Material Contract. No Credit Agreement Default has occurred and is continuing. 3.10 Intellectual Property. (a) Schedule 3.10(a) sets forth a true, correct and complete list of all patents and patent applications, trademark registrations and applications, copyright registrations and applications, domain names and social media accounts, in each case, included in the Owned Intellectual Property as of the date hereof (the foregoing being referred to collectively as the “Registered Intellectual Property”). Schedule 3.10(a) sets forth (i) the record owner of each such item of Registered Intellectual Property and (ii) the jurisdictions in which each such item of Registered Intellectual Property has been issued or registered or in which each such application for issuance or registration of such item of Registered Intellectual Property has been filed. All of the Registered Intellectual Property is valid, subsisting and, to the Company’s knowledge, enforceable. (b) All Intellectual Property used, held for use or necessary to the operation of the business of the Group Companies (the “Company Intellectual Property”) as currently conducted is either owned by the Group Companies or the Group Companies have the valid right to use such Company Intellectual Property. All Owned Intellectual Property is exclusively owned by a Group Company, free and clear of all Liens except for Permitted Liens. Except as set forth on Schedule 3.10(b), neither the execution, delivery or performance of this Agreement or any Transaction Agreement, nor the consummation of the Transactions, will impair the Group Companies’ ownership of, or valid right to use, any Company Intellectual Property. (c) To the Company’s Knowledge, the conduct of the business of the Group Companies as currently conducted, and as previously conducted, does not infringe, violate, dilute or constitute misappropriation of, and has not infringed, violated, diluted or constituted misappropriation of, any third-party Intellectual Property, and since January 1, 2023 no Group Company has received any notice or claim alleging the foregoing (including any letters offering a license) or contesting or otherwise challenging the use, ownership, validity or enforceability of any Owned Intellectual Property, or the right of a Group Company to exercise its rights in any Owned Intellectual Property.

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33 [[6907028]] (d) To the Company’s Knowledge, no third party is infringing, violating or misappropriating any Owned Intellectual Property, and, except as set forth on Schedule 3.10(d), there is not and, since January 1, 2023, has not been any Action by any Group Company alleging the foregoing (including any letters offering a license) that would be material to the Group Companies. (e) The Group Companies take commercially reasonable steps to maintain the confidentiality of any material trade secrets included in the Owned Intellectual Property. There have been no disclosures by any Group Company of any such trade secrets, other than in the Ordinary Course of Business and pursuant to appropriate confidentiality obligations. All past or current employees, executives, directors, consultants, founders or independent contractors of each Group Company (“Contributors”) involved in the creation or development of any material Intellectual Property by or for the Group Companies have either had all rights in all such Intellectual Property vested in a Group Company by operation of Law, or presently assigned to a Group Company under a written agreement. Except as set forth on Schedule 3.10(e), all past and current Contributors involved in the creation or development of any material trade secrets included in the Owned Intellectual Property, or to whom the Group Companies have disclosed any such material trade secrets, have executed agreements with appropriate confidentiality obligations and, to the Company’s knowledge, have not breached such confidentiality obligations.\ (h) No Group Company has used, modified or distributed any Open Source Software incorporated in, or used, distributed or otherwise made available with, any Proprietary Software in a manner that: (i) requires the disclosure, licensing or distribution of any source code for the Proprietary Software to any third parties or (ii) imposes any limitation, restriction or condition on the right or ability of the Group Companies to use or distribute any Owned Intellectual Property. (f) The Computer Systems: (i) operate in all material respects for the Group Companies’ current needs in the operation of the businesses of the Group Companies as currently conducted, (ii) since January 1, 2023, have not been subject to any material failures, crashes, security breaches, or other adverse events affecting the Computer Systems which have caused material disruption to the businesses of the Group Companies and (iii) provide for the backup and recovery of material data consistent with recovery plans, procedures, and facilities implemented by the Group Companies. Since January 1, 2023, there has been no security breach or unauthorized access, modification or destruction of such Computer Systems or the information thereon that was or is material to the businesses of the Group Companies. To the Company’s Knowledge, the Computer Systems do not contain any computer code or any other mechanisms which are designed to (x) disrupt, disable, erase, or harm in any way such Computer Systems’ unauthorized operation, or cause the Computer Systems to damage or corrupt any data, hardware, storage media, programs, equipment or communications or (y) permit any Person to access without authorization the Computer Systems. (g) No Group Company is a party to any source code escrow agreement or other agreement requiring the deposit of source code of any material Software owned by the Group Companies (“Proprietary Software”) for the benefit of any third party and no source code has ever been released to any third party from any such escrow or deposit pursuant to the terms of any such agreement. 34 [[6907028]] 3.11 Litigation. As of the date hereof, and since January 1, 2023, there has been no, and there currently is not any, legal action, suit, arbitration, complaint, charge, mediation, claim, action, hearing, suit, judgment, decree, subpoena, audit, settlement, inquiry, rule, order, investigation or proceeding (whether federal, state, local or foreign) (“Action”) pending, at law or in equity, or before or by any Governmental Entity or arbitrator, or, to the Knowledge of the Company, threatened in writing against (i) any Group Company or their respective properties, assets, officers, directors or employees (in the case of officers, directors or employees, in their respective capacities as such) or business, or (ii) to the Knowledge of the Company, any Material Carrier alleging gross negligence, willful default, reckless conduct, bad faith or fraud by any person set forth in clause (i) that would reasonably be expected to be material and adverse to the Group Companies. As of the date hereof, no Group Company is, or since January 1, 2023, has been, subject to any Order that would be material to the Group Companies. (a) There is no Action that seeks to restrain or enjoin the consummation of the Transactions or that would reasonably be likely to prevent, materially delay or materially impair the consummation by the Company or the General Partner of its obligations under this Agreement or any Transaction Agreements to which the Company or the General Partner is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party. (b) There is no Order outstanding against, or, to the knowledge of the Company, investigation by any Governmental Entity involving, any of the Group Companies or any of their respective assets, officers, directors or employees (in the case of such officers, directors or employees in their respective capacities as such) that would be material to the Group Companies. 3.12 Governmental Consents, etc. Except (i) for the applicable requirements of the HSR Act, (ii) for the Texas Filings and (iii) as set forth on Schedule 3.12, neither the Company nor the General Partner is required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance by it of this Agreement and each other Transaction Agreement to which the Company or the General Partner is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party or the consummation of the Transactions, except where the failure to provide any such filing, notice or report would not be material to the Group Companies. Except with respect to the expiration or termination of the waiting period under the HSR Act and with respect to the Texas Filings and as set forth on Schedule 3.12, no consent, approval, license, order or authorization of, registration, designation, declaration or filing with any Governmental Entity is or will be required to be obtained by the Company or the General Partner in connection with its execution, delivery or performance of this Agreement and each other Transaction Agreement to which the Company or the General Partner is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party or the consummation by it of the Transactions, except where the failure to obtain such consent, approval, license, order or authorization or to make such designation, declaration or filing would not be material to the Group Companies or materially impair the ability of the Company or the General Partner to consummate the Transactions. 3.13 Employee Benefit Plans. (a) Schedule 3.13(a) sets forth, as of the date hereof, a true, correct and complete list of each Company Employee Benefit Plan. With respect to each Company Employee 35 [[6907028]] Benefit Plan, the Company has provided to the Buyer or its counsel a true, correct and complete copy, to the extent applicable, of: (i) each writing constituting a part of such Company Employee Benefit Plan and all amendments thereto, and a written description of any material unwritten Company Employee Benefit Plan; (ii) the most recent annual report and accompanying schedules; (iii) the current summary plan description and any summaries of material modifications; (iv) the most recent annual financial and actuarial reports; (v) the most recent determination or opinion letter received by any of the Group Companies from the IRS regarding the Tax-qualified status of such Company Employee Benefit Plan; (vi) the most recent written results of all required compliance testing and (vii) copies of any material correspondence with the IRS, Department of Labor or other Governmental Entity. (b) Each Company Employee Benefit Plan (and each related trust, insurance contract or fund) has been established, administered and funded in accordance with its express terms, and in compliance in all material respects with all applicable Laws, including ERISA and the Code. There are no pending or, to the Company’s knowledge, threatened actions, claims or lawsuits against or relating to the Company Employee Benefit Plans, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Company Employee Benefit Plans with respect to the operation of such Company Employee Benefit Plans (other than routine benefits claims). No Company Employee Benefit Plan is presently under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Entity. All payments required to be made by any of the Group Companies under, or with respect to, any Company Employee Benefit Plan (including all contributions, distributions, reimbursements, premium payments or intercompany charges) with respect to all prior periods have been timely made or, for any such payments that are not yet due, properly accrued and reflected in the most recent consolidated balance sheet prior to the date hereof, in each case in accordance with the provisions of each of the Company Employee Benefit Plans, applicable Law and GAAP. (c) With respect to each Company Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code, such Company Employee Benefit Plan, and its related trust, has at all times since its adoption been so qualified and has received a current determination letter (or is the subject of a current opinion letter in the case of any prototype plan) from the IRS on which the Group Companies can rely that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Company’s knowledge, nothing has occurred with respect to the operation of any such plan which could cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code. (d) No Company Employee Benefit Plan is, and none of the Group Companies (or, with respect to clauses (i) and (ii) below, any ERISA Affiliate of the Group Companies) have ever sponsored, established, maintained, contributed to or been required to contribute to, or in any way has any liability (whether on account of an ERISA Affiliate, with respect to clauses (i) and (ii) below, or otherwise), directly or indirectly, with respect to any plan that is, (i) subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code or a “defined benefit” plan within the meaning of Section 414(j) of the Code or Section 3(35) of ERISA (whether or not subject thereto), (ii) a Multiemployer Plan, (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) 36 [[6907028]] or (v) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. None of the Group Companies has withdrawn at any time within the preceding six years from any Multiemployer Plan, or incurred any withdrawal liability which remains unsatisfied, and no events have occurred and no circumstances exist that could reasonably be expected to result in any such liability to any of the Group Companies. (e) Except as set forth on Schedule 3.13(e)(i), none of the Company Employee Benefit Plans provide retiree health or life insurance benefits, except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law at the expense of the participant or the participant’s beneficiary, or as a component of severance for up to 18 months following termination of employment. None of the Group Companies has incurred (whether or not assessed), or is reasonably expected to incur or to be subject to, any Tax or other penalty with respect to the reporting requirements under Sections 6055 and 6056 of the Code, as applicable, or under Section 4980B, 4980D or 4980H of the Code. Except as set forth on Schedule 3.13(e)(ii), there has been no written communication to current or former service providers of any of the Group Companies which could be reasonably interpreted to promise or guarantee such service providers with health, medical life insurance or other welfare benefits on a permanent basis. (f) Neither the execution and delivery of this Agreement and each other Transaction Agreement to which the Company or the General Partner is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party nor the consummation of the Transactions will (either alone or in combination with another event) (i) result in any payment becoming due, or increase the amount of any compensation or benefits due, to any current or former employee, officer, director or other individual service provider of any of the Group Companies or with respect to any Company Employee Benefit Plan; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits, or the forgiveness of indebtedness of any current or former employee, officer, director or other individual service provider of any of the Group Companies or (iv) result in an obligation to fund or otherwise set aside assets to secure to any extent any of the obligations under any Company Employee Benefit Plan. No person is entitled to receive any additional payment (including any Tax gross-up or other payment) from any of the Group Companies as a result of the imposition of the excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code. (g) Neither the execution and delivery of this Agreement and each other Transaction Agreement to which the Company or the General Partner is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party nor the consummation of the Transactions will (either alone or in combination with another event) result in any payment or benefit (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) Except as would not reasonably be expected to result in material liability to the Group Companies, each Company Employee Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) is in documentary compliance with, and has been administered in compliance with, Section 409A of the Code and applicable

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37 [[6907028]] guidance thereunder, and no amount under such Company Employee Benefit Plan is or has been subject to the interest and additional Tax set forth under Section 409A(a)(1)(B) of the Code. (i) No Company Employee Benefit Plan covers any current or former employee, officer, director or other individual service provider of any of the Group Companies residing or working outside of the United States. 3.14 Insurance Coverage. (a) Since January 1, 2023, the Group Companies have been covered by insurance in scope and amount customary and reasonable for the business in which they have been engaged during such period. Schedule 3.14(a) sets forth a complete and accurate list of each insurance policies for property, liability, directors’ and officers’, errors and omissions, automobiles, workers’ compensation/employer’s liability, title and all other forms of insurance owned, held by or applicable to the Group Companies (or their respective assets or business) with policy periods in effect maintained by the Group Companies as of the date of this Agreement. No Group Company has received written (or, to the Company’s knowledge, oral) notice of cancellation of any of the policies of insurance required to be listed on Schedule 3.14(a) (the “Insurance Policies”). No Group Company is in default with respect to its obligations under any of such Insurance Policies, except for such defaults that would not be material to the Group Companies. The Company has made available to the Buyer correct and complete copies of all Insurance Policies (including copies (or in the case of any of the following not reduced to writing, summaries) of all amendments, supplements, waivers of rights and other modifications). Each of the Insurance Policies is in full force and effect, and will continue to be in full force and effect on substantially identical terms immediately following consummation of the Transactions. All premiums, fees or other amounts due and payable under each of the Insurance Policies have been paid. Since January 1, 2023, no Group Company is or has been in breach or default with respect to its obligations under such Insurance Policies or has taken any action or failed to take any action that, with notice or lapse or time (or both), would constitute such a breach or default or permit termination or modification of any such Insurance Policies. Since January 1, 2023, there has been no threatened termination of, or premium increase with respect to, any such Insurance Policies. The Insurance Policies are in amounts and provide coverages as required by applicable Governmental Entity, Law and any Contract to which the Group Companies are party or by which any of their assets or properties are bound. (b) Schedule 3.14(b) sets forth a list of all claims paid since January 1, 2023, either by the Group Companies’ insurers or by the Group Companies under a self-insurance arrangement administered by a third party, including any recoveries or subrogation recoveries, as well as all pending claims with respect to each Insurance Policy with respect to which any Group Company has been a party. Since January 1, 2023, no Group Company has had a claim which would reasonably be expected to cause a material increase in the rates of insurance for their respective businesses. No Group Company has received written (or, to the Company’s knowledge, oral) notice that any insurer under any such Insurance Policy is denying liability with respect to any material open claim thereunder or defending any material open claim under a reservation of rights clause. 3.15 Compliance with Laws. 38 [[6907028]] (a) Except as set forth on Schedule 3.15(a), each of the Group Companies is, and since January 1, 2023 has been, in compliance with all applicable Laws of applicable Governmental Entities, except where the failure to comply with any such Laws would not, individually, or in the aggregate, be material to the Group Companies. Since January 1, 2023, none of the Group Companies has received any written notice from any Governmental Entity alleging any violation of Law by any of the Group Companies, except for violations that would not, individually, or in the aggregate, be material to the Group Companies. Since January 1, 2023, all approvals, authorizations, certificates, filings, franchises, permits, licenses, clearances and other similar authorizations of or with all Governmental Entities (collectively, “Permits”) required to conduct the business of the Group Companies as currently conducted are in the possession of the Group Companies, are in full force and effect and are being complied with, in each case, except where the failure to possess such Permit, for such Permit to be in full force and effect or such noncompliance would not, individually or in the aggregate, be material to the Group Companies. No revocation, suspension, lapse or limitation of any Permit of the Group Companies is threatened in writing or, to the knowledge of the Company, pending, except, in each case, where such revocation, suspension, lapse or limitation would not, individually or in the aggregate, be material to the Group Companies. Except as set forth on Schedule 3.15(a), there is no material investigation, proceeding or disciplinary action (including fines) currently pending or threatened in writing (or, to the knowledge of the Company, otherwise) against any Group Company by a Governmental Entity. (b) Each officer, employee or independent contractor of the Group Companies, and who has acted as an Insurance Producer on behalf of a Group Company at any time since January 1, 2023 (the “Group Producers”), possessed at such time a license, registration and permit or other authorization to act as insurance producer (each, an “Insurance Producer License”) in each jurisdiction in which it or such Group Producer is required to possess an Insurance Producer License. Schedule 3.15(b) sets forth a true and complete list of all Insurance Producer Licenses. To the knowledge of the Company, all such Insurance Producer Licenses are in full force and effect and no Group Company has received written notice of any investigation or proceeding that could reasonably be expected to result in the suspension or revocation of any such Insurance Producer License. (c) The Company has made available to the Buyer copies of all material correspondence since January 1, 2023 between any Group Company and any Governmental Entity. (d) All premium fiduciary accounts required to be maintained by any Group Company are, and have since January 1, 2023 been, maintained in accordance with applicable Laws concerning remittance of premiums or insurance proceeds and in accordance with the applicable Insurer Contract. 3.16 Insurance Matters. (a) Schedule 3.16(a) sets forth a true and complete list of the top 20 Third-Party Agents of the Group Companies based on gross written premium for the 12-month periods ending December 31, 2024 and December 31, 2023, respectively (collectively, the “Top Producers”), together with the amount of gross written premium for each such Third-Party Agent during such periods. Since January 1, 2024, no Top Producer has (i) terminated, cancelled or not renewed any 39 [[6907028]] Material Contract or materially reduced the amount of business it produces for the Group Companies or (ii) given notice to any of the Group Companies in writing or, or to the knowledge of the Company, orally, that it intends to terminate, cancel or not renew any Material Contract or materially reduce the amount of business it produces for the Group Companies. (b) Schedule 3.16(b) sets forth a true, complete and correct list of the Group Companies’ top 10 Insurance Carrier Clients measured by gross written premiums on a consolidated basis for the 12-month period ended December 31, 2024 (the “Material Carriers”), and the amount of such gross written premium volume placed with each such Material Carrier. Since January 1, 2025, the Group Companies have not received any written notice from any Material Carrier, that any Material Carrier would adversely change in a material manner the commission rate or the amount of its business with, or to stop supplying policies or services to, the Group Companies. The Group Companies, as applicable, have an appointment or Contract to act as an agent for or to place or bind insurance coverage with or on behalf of each Material Carrier, and to the knowledge of the Company, there has been no written indication that any such appointment or Contract will be cancelled, revoked, limited, rescinded, terminated, not renewed, or reduced in the amount of business, except, in each case, where any such indication, individually or in the aggregate, has not and would not reasonably be expected to be material to the Group Companies. (c) Since January 1, 2023, the Group Companies have conducted their business operations on behalf of each Insurance Carrier Client in compliance with any managing general agency, managing general underwriter, program management, brokerage or producer agreement or any other agreement applicable to each such Insurance Carrier Client (each, a “Insurer Contract”) for which the subject insurance products were placed or provided on behalf of such Insurance Carrier Client. (d) The Group Companies have acted solely in the capacity of a managing general agent or program manager and have not assumed or incurred any risks or liabilities of an insurer or risk retention group in connection with such services. 3.17 Environmental Matters. (a) The Group Companies are, and since January 1, 2023 have been, in compliance with all, and have not violated any, applicable Environmental Laws (which compliance includes possession of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except where failure to be in compliance would not be material to the Group Companies. (b) Except as set forth on Schedule 3.16(c), to the Company’s knowledge, (i) there are no underground storage tanks located at, on, in or under any property leased, operated or used by any Group Company, (ii) there is no asbestos contained in or forming part of any building, building component, structure or office space leased, operated or used by any Group Company, (iii) no polychlorinated biphenyls (PCBs) are used or stored at, or contained in or forming part of any building, building component, item, structure or office space on any property leased, operated or used by any Group Company and (iv) no Group Company or other third party 40 [[6907028]] has caused a Release of Hazardous Substances in excess of a reportable and actionable quantity on the Leased Real Property, which Release remains unresolved. (c) No Group Company has assumed or retained under or as a result of any Contract any liabilities of any third party under any Environmental Laws or regarding any Hazardous Substances. 3.18 Affiliated Transactions. Except as disclosed on Schedule 3.18, no Group Company is a party to any Contract with, or involved in the making of any payment or transfer of assets to, any Securityholder or any of their respective Related Persons (other than any Group Company and other than in respect of any Company Employee Benefit Plan). No Related Person of the Group Companies or, to the Company’s knowledge, a Securityholder (a) owns any interest in or any property (real, personal or mixed, tangible or intangible) that is used, licensed or leased by the Group Companies, (b) provides goods or services to, or receives goods or services from, the Group Companies (other than as an employee, officer or director), (c) has initiated or, to the Company’s knowledge, threatened to bring any Action against the Group Companies since January 1, 2023, (d) is the counterparty to any Contract to which any of the Group Companies are a party or to which they are bound and under which such Group Company or such Person has any material outstanding or continuing obligations or rights, (e) is the obligor pursuant to any outstanding loan, promissory note or similar arrangement or instrument in respect of which any of the Group Companies is the creditor and which remains unpaid or (f) is the creditor pursuant to any outstanding loan, promissory note or similar arrangement or instrument in respect of which any of the Group Companies is the obligor and which remains unpaid (any of the foregoing, a “Company Related Party Transaction”); provided, however, that, for clarity, in no event shall the definition of “Company Related Party Transaction” include (i) any transaction solely arising out of or relating to any employment relationship or transaction involving any of the Group Companies, on the one hand, and any employee, director, manager or officer of the Company or such Subsidiary, on the other hand, including any compensation resulting from that employment relationship or transaction or (ii) any transaction with any corporation, partnership or other entity in which the Related Person’s interest in such transaction arises only (A) from the direct or indirect ownership by such Person and all other Related Persons, in the aggregate, of less than a 5% equity interest in another Person (other than a partnership) who is a party to the transaction, or (B) from such Person’s position as a limited partner in a partnership in which such Person and all other Related Persons have an interest of less than 10% and such Person is not the general partner of such partnership or holder of another management position in the partnership. 3.19 Employees. (a) The Company has provided Buyer a true and complete list as of the date hereof of all current Company Employees, including each Company Employee’s (i) name, (ii) date of hire, (iii) full-time or part-time status, (iv) job title or function, (v) direct employer, (vi) job location, (vii) salary or wage rate, (viii) bonus opportunity, commission status or other incentive compensation, (ix) accrued vacation or paid time off, (x) leave of absence status and (xi) visa status. (b) The Group Companies are, and have been since January 1, 2023, in compliance in all material respects with all applicable Laws relating to the hiring of employees

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41 [[6907028]] and employment of labor and the engagement of other service providers, including all applicable Laws relating to wages, hours, overtime and classification as “exempt” or “non-exempt” under applicable Law, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, immigration and employment of foreign citizens, classification of employees and independent contractors, and the collection and payment of withholding or social security Taxes. Except as set forth on Schedule 3.19(b), there are no claims or proceedings pending or, to the Company’s knowledge, threatened relating to unpaid compensation, including overtime amounts. (c) None of the Group Companies is a party to or otherwise bound by any collective bargaining agreement or other agreement with a labor union, works council or similar organization applicable to employees of the Group Companies and, to the Company’s knowledge, there are no activities or proceedings of any labor union, works council or similar organization to organize any such employees. Additionally, (i) there is no unfair labor practice charge or complaint pending before any applicable Governmental Entity or, to the Company’s knowledge, threatened, relating to the Group Companies or any employee or other individual service provider thereof; (ii) there is no labor strike, material slowdown, material dispute, or material work stoppage or lockout pending or, to the Company’s knowledge, threatened against or affecting any of the Group Companies, and none of the Group Companies has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to its employees and (iii) there are no material claims or charges with respect to or relating to any of the Group Companies pending before any applicable Governmental Entity responsible for the prevention of unlawful employment practices. (d) Since January 1, 2023, (i) each individual who performs or performed services for the Group Companies and who is not treated as an employee for federal income tax purposes by the Group Companies is not an employee under applicable Laws or for any purpose, including, without limitation, for Tax withholding purposes or Company Employee Benefit Plan purposes and (ii) none of the Group Companies has any liability by reason of any individual who performs or performed services for such Group Company, in any capacity, being improperly excluded from participating in any Company Employee Benefit Plan. (e) Since January 1, 2023, none of the Group Companies have taken any action that would result in material liabilities under, or notice obligations with respect to, the Workers Adjustment and Retraining Notification Act or any similar applicable Law. (f) Except as set forth on Schedule 3.19(f), to the Company’s knowledge, (i) since January 1, 2023, no written allegations of sexual harassment or sexual misconduct, illegal retaliation or discrimination have been made against any director, officer or other managerial employee of the Group Companies (acting in their capacities as such) and (ii) none of the Group Companies have entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct, illegal retaliation or discrimination by any employee, officer, director or other individual service provider of the Group Companies (acting in their capacities as such). 42 [[6907028]] 3.20 Anti-Corruption. (a) Since January 1, 2023, no Group Company, nor any of their respective directors or officers, or to the Company’s knowledge, no Affiliates, representatives or employees of the Group Companies or Persons acting or purporting to act for or on behalf of any of the foregoing, has, directly or indirectly, (i) in violation of applicable Anticorruption Laws, made, offered or promised to make, or authorized the making of, any unlawful payment to any Person, or caused to be made, offered or promised to be made, or authorized the making of any unlawful payment to any person, (ii) in violation of applicable Anticorruption Laws, given, offered or promised to give, or authorized the giving of any unlawful gift, gratuity, kickback, political or charitable contribution or other unlawful thing of value or advantage to any Person, or caused to be given, offered, promised or authorized the giving of, any unlawful gift, gratuity, kickback, political or charitable contribution or other unlawful thing of value or advantage to any Person, (iii) requested or received, or caused to be requested or received, any unlawful payment, gift, gratuity, kickback, political or charitable contribution or other unlawful thing of value or advantage, (iv) engaged or caused to be engaged an unlawful action in furtherance of any offer, gift, payment, promise to pay or authorization of the payment of any money or any other thing of value or advantage to any Government Official, or to any Person while knowing that all or some portion of the money or other thing of value would be offered, given, paid or promised to a Government Official, for purposes of inducing or influencing a Government Official to do or refrain from doing any official act or to secure any improper advantage, (v) offered, promised or given, or caused to be offered, promised or given, anything of value, directly or indirectly, to a customer to induce or reward the improper performance of the customer’s function or the breach of a duty owed by the customer to his or her employer, (vi) engaged, caused to be engaged, or served as a Government Official, or engaged or caused to be engaged at the request of a Government Official, any Person as an employee, intern, representative, or otherwise, except as disclosed prior to the date of this Agreement in writing, or (vii) violated or caused any violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended or any other applicable foreign or domestic anti-corruption, anti-bribery, fraud, gratuities or kickback Laws (“Anticorruption Laws”). For the avoidance of doubt, for purposes of this Agreement, any reference to “thing of value” in this Agreement includes money, gifts, meals, entertainment, travel, lodging, charitable donations, and political contributions. (b) The Group Companies have policies and procedures reasonably designed to ensure compliance in all material respects with Anticorruption Laws by the Group Companies and their respective directors, officers, employees and representatives. 3.21 International Trade Controls. (a) No Group Company, nor to the Company’s knowledge, representative of any Group Company, is (i) a Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or other relevant sanctions authority, (ii) a Person operating, organized or resident in a country or region which is itself the subject of any Sanctions (“Sanctioned Country”) (presently Cuba, Iran, North Korea, Syria, the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine), (iii) any Person who is otherwise the subject or target of Sanctions, or (iv) any Person owned or controlled by any Person 43 [[6907028]] or Persons specified in clause (i) or (iii) above (clauses (i) - (iv) together “Sanctioned Persons”). The Group Companies and, to the Company’s knowledge, any representative of any Group Company when acting on behalf of the Company, are in compliance with applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Group Company or any representative of any Group Company being designated as a Sanctioned Person. No Group Company or representative of any Group Company when acting on behalf of any Group Company, is, or has since April 24, 2019, engaged directly in any business or transactions with any Sanctioned Person or in any Sanctioned Country, or knowingly engaged in any indirect business or transactions with any Sanctioned Person or in any Sanctioned Country in any manner that would result in the violation of Sanctions by the Company or its Subsidiaries. (b) Each Group Company has been for the preceding five years in compliance in all material respects with applicable Export Control Laws. (c) Each Group Company is in compliance in all material respects with all anti- money laundering laws, rules, regulations and orders applicable to the Company (collectively, “AML Laws”), including the USA PATRIOT Act. (d) To the Company’s Knowledge, there are no pending, threatened, or current claims or investigations against any Group Company with respect to Sanctions, Export Control Laws, or AML Laws. (e) The Company has conducted an assessment and determined that no Group Company produces, designs, tests, manufactures, fabricates or develops one or more “critical technologies” as such term is defined in 31 C.F.R. § 800.215. 3.22 Privacy and Data Security. (a) Except as set forth on Schedules 3.22(a), the Group Companies comply, in all material respects, with all applicable (i) Data Protection Laws, (ii) obligations relating to the privacy, security or processing of Personal Data in any Contracts by which they are bound and (iii) Privacy Policies (clauses (i)-(iii) collectively, “Data Privacy Requirements”). (b) To the Company’s Knowledge: (i) no Group Company has received any subpoenas, demands, or other notices from any Governmental Entity investigating or inquiring into any actual or potential violation of any Data Privacy Requirements and (ii) no Group Company has been under investigation by any Governmental Entity for any actual or potential violation of any Data Privacy Requirements, and no notice, complaint, claim, enforcement action, inquiry, audit or litigation has been served on, or initiated against a Group Company alleging violation of any Data Privacy Requirements. (c) Except as set forth on Schedule 3.22(c), the Group Companies have established and maintain, and have maintained, physical, technical, and administrative safeguards, compliant in all material respects with Data Privacy Requirements, that are designed to protect the operation, confidentiality, integrity, availability and security of the Group Companies’ software, systems, and websites that are involved in the collection or processing of Personal Data or confidential, sensitive or business data. 44 [[6907028]] (d) Except as set forth on Schedule 3.10(f)(ii), the Group Companies have not experienced any material failures, crashes, security incidents or data breaches related to Personal Data that would require, or has resulted in, notification of individuals, other affected parties, law enforcement or any Governmental Entity. There are no pending complaints, actions, fines, or other penalties initiated, pursued or, to the Company’s knowledge, threatened against the Group Companies in connection with any such failures, crashes, security breaches, unauthorized access, use, or disclosure, or other adverse events or incidents. (e) The execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions will not cause, constitute, or result in the Group Companies’ breach or violation of any Data Privacy Requirement. 3.23 Other Material Business Relationships. Schedule 3.23 sets forth each supplier or vendor of the Group Companies which has received from the Group Companies on a consolidated basis (based on the dollar amount of purchases from such suppliers) for the 12-month periods ended December 31, 2024 and December 31, 2023, respectively (the “Material Suppliers”), payments which are in excess of $200,000 in any such period, together with the aggregate expenditures of the Group Companies in respect of such Material Supplier for such periods. Except as set forth on Schedule 3.23, no Group Company has received written (or to the Company’s knowledge, oral) notice to the effect that a Material Supplier will or intends to terminate its relationship with the Group Companies, reduce its business with the Group Companies on a consolidated basis or materially modify the terms of its business with the Group Companies. Since the Latest Balance Sheet Date, there has not been (i) any material adverse change in the business relationship of the Group Companies with any Material Supplier, (ii) any change in any material term (including credit terms) of the Contracts with any Material Supplier or (iii) any material dispute between any Group Company and any Material Supplier. 3.24 Brokerage. Except for fees and expenses of Persons set forth on Schedule 3.24, there are no claims for brokerage commissions, finders’ fees, financial advisor’s fees or similar compensation in connection with the Transactions based on any agreement made by or on behalf of the Company for which the Buyer or the Group Companies would be liable at or following the Closing. 3.25 No Other Representations or Warranties. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE III or THE CERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO SECTION 2.02(c)(vi), NO GROUP COMPANY OR ANY AFFILIATE OR DIRECT OR INDIRECT EQUITYHOLDER THEREOF NOR ANY OTHER PERSON (EXCEPT, WITH RESPECT TO THE INITIAL AQ UNITHOLDER, ANY BLOCKER SELLER OR BLOCKER, AS EXPRESSLY PROVIDED HEREIN) MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE GROUP COMPANIES OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

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45 [[6907028]] EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE III or THE CERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO SECTION 2.02(c)(vi), ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE GROUP COMPANIES, THEIR RESPECTIVE AFFILIATES AND DIRECT AND INDIRECT EQUITYHOLDERS THEREOF (EXCEPT, WITH RESPECT TO THE INITIAL AQ UNITHOLDER, ANY BLOCKER SELLER OR BLOCKER, AS EXPRESSLY PROVIDED HEREIN OR AS OTHERWISE EXPRESSLY PROVIDED IN THE REPURCHASE AGREEMENTS). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 3.25, NOTHING IN THIS SECTION 3.25 SHALL RELIEVE ANY PERSON FROM ANY LIABILITY OR DAMAGES RESULTING FROM ANY FRAUD. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INITIAL AQ UNITHOLDER, THE BLOCKERS AND THE BLOCKER SELLERS The Initial AQ Unitholder, each Blocker, each Blocker Seller, the Co-Invest Blocker GP and the AFSF V Blocker GP, represents and warrants, severally but not jointly, to the Buyer as follows as of the date hereof and as of the Closing Date: 4.01 Organization and Power. Such Party is a legal entity, duly organized, validly existing and in good standing under the Laws of its jurisdiction of its incorporation or formation, as the case may be, and has all requisite power and authority to carry on its business as currently conducted. 4.02 Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement and each other Transaction Agreement to which such Party is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party by such Party and the consummation of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement and each other Transaction Agreement to which such Party is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party. (b) Subject to compliance with and filings under the HSR Act, any other Antitrust Law as set forth on Schedule 4.02(b), and the Texas Filings, the execution, delivery, performance and compliance with the terms and conditions of this Agreement by such Party and each other Transaction Agreement to which such Party is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party and the consummation of the Transactions by such Party do not (i) violate, conflict with, result in any breach of or constitute a default under any of the provisions of the Organizational Documents of such Party, (ii) with or without the giving of notice or the lapse of time or both, violate or result in a breach of or constitute a violation or default under, result in the termination of or give rise to a right of termination or cancellation under, require consent, notice or waiver under, require the making of a payment or result in the loss of a benefit under or accelerate the performance of any obligation under any Contract of any such Party 46 [[6907028]] or by which any of such Party is bound or affected, (iii) result (with or without the giving of notice or the lapse of time or both) in the creation of any Lien (other than Permitted Liens) upon any properties, rights or assets of the such Party or (iv) violate any Order or Law to which such Party is subject, except where the failure of any of the representations and warranties contained in clause (ii) or (iii) above to be true would not materially impair such Party’s ability to consummate the Transactions. (c) Assuming that this Agreement and each other Transaction Agreement to which such Party is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party is a legal, valid and binding obligation of the other Parties, this Agreement and each other Transaction Agreement to which such Party is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party constitutes a legal, valid and binding obligation of such Party, enforceable in accordance with its terms, except as enforceability may be limited by Bankruptcy and Equity Exceptions. 4.03 Ownership. (a) With respect to each Blocker Seller, such Blocker Seller beneficially and indirectly owns all of the Blocker Equity held by such Blocker Seller as set forth on Schedule 4.03 opposite such Blocker Seller’s name, and has good and marketable title to such Blocker Equity, free and clear of all Liens and any other restrictions on transfer (other than restrictions on transfer imposed under applicable securities Laws and any other Lien or restrictions, in each case, that will be released, waived or otherwise terminated in connection with the Closing). Prior to the Aquiline Debt-Financed Repurchase, each Blocker and AFSF V AIV beneficially and indirectly owns the Investor Units, as set forth on Annex B-1 opposite such Person’s name (collectively, the “Blocker Units”), and has good and marketable title to the Blocker Units, free and clear of all Liens and any other restrictions on transfer except for Liens (i) arising under the Securities Act or any state securities laws, (ii) arising under the Company LPA or the Organizational Documents of the Blocker or (iii) created by the Buyer at or prior to the Closing. After the consummation of the Pre- Closing Reorganization, (a) each Blocker Seller will hold of record and own the Blocker Equity and (b) each Blocker and AFSF V AIV will directly own the Investor Units, as set forth on Annex B-1 opposite such Person’s name, and has good and marketable title to such Investor Units, free and clear of all Liens and any other restrictions on transfer except for Liens (i) arising under the Securities Act or any state securities laws, (ii) arising under the Company LPA or the Organizational Documents of the Blocker or (iii) created by the Buyer at or prior to the Closing. Other than the Buyer’s rights under this Agreement and rights arising under the Organizational Documents of the Blocker, there is no option, warrant, convertible or exchangeable security or other right to subscribe for, purchase or otherwise acquire any equity securities or other security of any class, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event or the satisfaction of any other condition, to purchase or acquire from such Blocker Seller all or any portion of the Blocker Equity. (b) The Initial AQ Unitholder owns all the Aquiline Participating Units set forth on Schedule 4.03 opposite its name, and has good and marketable title to such Aquiline Participating Units, free and clear of all Liens and any other restrictions on transfer (other than restrictions on transfer imposed under applicable securities Laws and any other Lien or restrictions, 47 [[6907028]] in each case, that will be released, waived or otherwise terminated in connection with the Closing). Prior to the Aquiline Debt-Financed Repurchase, the Initial AQ Unitholder owns the Investor Units, as set forth on Annex B-1 opposite its name (collectively, the “Initial AQ Unitholder Units”), and has good and marketable title to the Initial AQ Unitholder Units, free and clear of all Liens and any other restrictions on transfer except for Liens (i) arising under the Securities Act or any state securities laws, (ii) arising under the Company LPA or the Organizational Documents of the Initial AQ Unitholder or (iii) created by the Buyer at or prior to the Closing. Other than the Buyer’s rights under this Agreement and rights arising under the Organizational Documents of the Initial AQ Unitholder, there is no option, warrant, convertible or exchangeable security or other right to subscribe for, purchase or otherwise acquire any equity securities or other security of any class, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event or the satisfaction of any other condition, to purchase or acquire from the Initial AQ Unitholder all or any portion of the Initial AQ Unitholder Units. 4.04 Assets and Liabilities. At all times since its formation, each Blocker has held no assets other than, directly or indirectly, the Blocker Units and cash or cash equivalents attributable to capital contributions or loan proceeds from its shareholders or to distributions from the Company (directly or indirectly), and each Blocker has had no operations other than activities incidental to its direct or indirect ownership of such Blocker Units. At all times since its formation, the Blocker has had no material liabilities (other than liabilities to its partners and Tax liabilities, solely attributable to its direct or indirect ownership of Blocker Units and cash or cash equivalents consistent with the preceding sentence). 4.05 Tax Matters. (a) Each Blocker has duly and timely filed (or has had filed) all income and other material Tax Returns that it was required to file (or to have filed), taking into account any extensions of time to file, and each such Tax Return is true, complete and correct in all material respects. All material Taxes of each Blocker (whether or not shown as owing by any Blocker on such Tax Returns) have been timely and fully paid or properly accrued in accordance with GAAP. (b) No Blocker is, or, to the knowledge of the Blocker, threatened to be, the subject of a Tax audit or examination with respect to Taxes. (c) Each Blocker has timely and properly withheld and paid to the applicable Governmental Entity all material Taxes required to have been withheld and paid by it in connection with any amounts paid or owing to any creditor, equityholder or other third party. (d) No Blocker has any liability for Taxes of any Person (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable state, local or foreign Law) or (ii) as a transferee or successor or by Contract (other than customary indemnification or gross-up provisions in Contracts the primary purpose of which does not relate to Taxes). (e) No Blocker has been a party to a “listed transaction”, as such term is defined in Treasury Regulation Section 1.6011-4(b)(2) (or any similar provision of U.S. state or local or non-U.S. Tax Law). 48 [[6907028]] (f) No claim has been made by any Tax authority in a jurisdiction where any Blocker has not filed a material Tax Return, or paid a material Tax, that it is or may be, subject to Tax by, or required to file a Tax Return in, such jurisdiction. (g) No Blocker has consented to extend the time in which any material Tax may be assessed or collected by any taxing authority, which extension is in effect as of the date hereof. (h) No Blocker is the beneficiary of any extension of time (other than an automatic extension of time not requiring the consent of the applicable Governmental Entity) within which to file any material Tax Return not previously filed. (i) There is no Action, suit, taxing authority proceeding or audit now in progress or pending against or with respect to any Blocker with respect to any Tax. (j) No Blocker will be required to include a material item of income, or exclude a material item of deduction, for any taxable period ending after the Closing Date as a result of: (i) an installment sale transaction occurring on or before the Closing Date governed by Section 453 of the Code (or any similar provision of state, local or non-U.S. Laws); (ii) a transaction occurring on or before the Closing Date reported as an open transaction for U.S. federal income Tax purposes (or any similar doctrine under state, local, or non-U.S. Laws); (iii) any prepaid amounts received or paid on or prior to the Closing Date or deferred revenue realized, accrued or received on or prior to the Closing Date, in each case, outside of the Ordinary Course of Business; (iv) a change in method of accounting with respect to a Pre-Closing Tax Period that occurs or was requested on or prior to the Closing Date (or as a result of an impermissible method used in a Pre- Closing Tax Period); or (v) an agreement entered into with any Governmental Entity (including a “closing agreement” under Section 7121 of the Code) on or prior to the Closing Date. (k) There is no Lien for Taxes on any of the assets of any Blocker, other than Permitted Liens. (l) No Blocker is or has been a resident for Tax purposes in any foreign jurisdiction outside the country of its organization. (m) No Blocker is a party to or bound by any Tax allocation or Tax sharing agreement. (n) Any debt previously issued by any Blocker has been properly characterized as debt for U.S. federal (and all applicable state and local) income Tax purposes. (o) For U.S. federal (and all applicable state and local) income Tax purposes, each Blocker is properly, and at all times since its formation has been, treated as an association taxable as a corporation. 4.06 Governmental Consents, etc. Except for (i) the applicable requirements of the HSR Act and (ii) the Texas Filings, such Party is not required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance by it of this Agreement and each other Transaction Agreement to which such Party is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party or the consummation of

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49 [[6907028]] the Transactions, and no consent, approval or authorization of any Governmental Entity or any other party or Person is required to be obtained by such Party in connection with its execution, delivery and performance of this Agreement and each other Transaction Agreement to which such Party is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party or the consummation of the Transactions, except where any failure thereto would not be material to the Group Companies or materially impair the ability of such Party to consummate the Transactions. 4.07 Litigation. With respect to each Blocker, as of the date hereof, (i) there is no Action pending, at law or in equity, or before or by any Governmental Entity or arbitrator, or, to the actual knowledge of such Blocker, threatened against such Blocker or its properties, assets, officers, directors or employees (in the case of officers, directors or employees, in their respective capacities as such) or business that would be material to the Group Companies and (ii) such Blocker is not subject to any Order that seeks to restrain or enjoin the consummation of the Closing or the other Transactions or that would reasonably be expected to materially impair the ability of such Blocker to perform its respective obligations under this Agreement or any Transaction Agreements to which it is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party. With respect to each Blocker Seller, the Co-Invest Blocker GP and the AFSF V Blocker GP, as of the date hereof, (i) there is no Action pending, at law or in equity, or before or by any Governmental Entity or arbitrator, or threatened against such Person or its properties, assets, officers, directors or employees (in the case of officers, directors or employees, in their respective capacities as such) or business and (ii) such Person is not subject to any Order, in each case that seeks to restrain, delay or enjoin the consummation of the Closing or the Transactions or that would reasonably be expected to materially impair the ability of such Person to perform its respective obligations under this Agreement or any Transaction Agreements to which it is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party. 4.08 Brokerage. There are no claims for brokerage commissions, finders’ fees, financial advisor’s fees or similar compensation in connection with the Transactions based on any agreement made by or on behalf of the Initial AQ Unitholder or such Blocker for which the Buyer or the Group Companies would be liable following the Closing. 4.09 Affiliated Transactions. Except as provided in the Organizational Documents of any Blocker or as disclosed on Schedule 4.09, no Blocker nor any of its Subsidiaries (excluding, for the avoidance of doubt, the Group Companies) is a party to any Contract with any of their respective Related Persons (other than any wholly owned Subsidiaries of such Blocker). No Related Person of any Blocker (a) provides goods or services to, or receives goods or services from, such Blocker or any of its Subsidiaries (other than as general partner, employee, officer or director), (b) has initiated or, to such Blocker’s knowledge, threatened to bring any Action against such Blocker or any of its Subsidiaries since January 1, 2023, (c) is the counterparty to any Contract to which such Blocker or any of its Subsidiaries (excluding, for the avoidance of doubt, the Group Companies) is a party or to which they are bound, (d) is the borrower pursuant to any outstanding loan, promissory note or similar arrangement or instrument in respect of which such Blocker or any of its Subsidiaries (excluding, for the avoidance of doubt, the Group Companies) is the lender and which remains unpaid or (e) is the lender pursuant to any outstanding loan, promissory note or similar arrangement or instrument in respect of which such Blocker or any of 50 [[6907028]] its Subsidiaries (excluding, for the avoidance of doubt, the Group Companies) is the borrower and which remains unpaid (any of the foregoing, a “Blocker Related Party Transaction”). 4.10 No Other Representations. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE INITIAL AQ UNITHOLDER, THE BLOCKER SELLERS OR THE BLOCKERS IN THIS ARTICLE IV, THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE CERTIFICATES DELIVERED BY THE BLOCKER SELLERS PURSUANT TO SECTION 2.02(d)(iii) AND THE CERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO SECTION 2.02(c)(vi), NO BLOCKER SELLER NOR ANY BLOCKER HAS, NOR HAS ANY AFFILIATE THEREOF OR ANY OTHER PERSON MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE BLOCKERS OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE INITIAL AQ UNITHOLDER, THE BLOCKER SELLERS OR THE BLOCKERS IN THIS ARTICLE IV, THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE CERTIFICATES DELIVERED BY THE BLOCKER SELLERS PURSUANT TO SECTION 2.02(d)(iii) AND THE CERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO SECTION 2.02(c)(vi), ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY SUCH BLOCKER SELLERS AND SUCH BLOCKERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 4.10, NOTHING IN THIS SECTION 4.10 SHALL RELIEVE ANY PERSON FROM ANY LIABILITY OR DAMAGES RESULTING FROM ANY FRAUD. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Company as follows as of the date hereof and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date): 5.01 Organization and Power. The Buyer is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite power and authority to enter into this Agreement and each other Transaction Agreement to which the Buyer is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party, and perform its obligations hereunder and thereunder. 5.02 Authorization. Assuming the accuracy of the representations set forth in Sections 3.03, 3.21(e), 4.02 and 4.06, except for filings with the Texas Department of Insurance (the “Texas 51 [[6907028]] Department”) as required under Section 4001.253 of the Texas Insurance Code to request the non- disapproval of the Texas Department of the change of control of Distinguished Programs Insurance Brokerage LLC and Distinguished Prize Indemnity LLC in connection with the Transactions, and approvals or non-disapprovals thereof by the Texas Department (the “Texas Filings”), the execution, delivery and performance of this Agreement by the Buyer and each other Transaction Agreement to which the Buyer is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party, and the consummation of the Transactions have been duly and validly authorized by all necessary corporate action and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement and each other Transaction Agreement to which the Buyer is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party by the Buyer. This Agreement has been duly executed and delivered by the Buyer and, assuming that this Agreement and each other Transaction Agreement to which the Buyer is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party is a legal, valid and binding obligation of the other Parties, this Agreement and each other Transaction Agreement to which the Buyer is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party constitutes a legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as enforceability may be limited by applicable Bankruptcy and Equity Exceptions. 5.03 No Violation. Subject to compliance with and filings under the HSR Act, any other applicable Antitrust Law set forth on Schedule 5.03, and the Texas Filings, the Buyer is not subject to or obligated under its Organizational Documents, any applicable Law, or any material Contract, or subject to any Order, which in any such case would be breached or violated in any material respect by the Buyer’s execution, delivery or performance of this Agreement and each other Transaction Agreement to which the Buyer is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party or the consummation of the Transactions. 5.04 Governmental Consents, etc. Assuming the accuracy of the representations set forth in Sections 3.03, 3.21(e), 4.02 and 4.06, except for (i) the applicable requirements of the HSR Act and any other applicable Antitrust Law and (ii) the Texas Filings, the Buyer is not required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance by it of this Agreement and each other Transaction Agreement to which the Buyer is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party or the consummation of the Transactions, and no consent, approval or authorization of any Governmental Entity or any other party or Person is required to be obtained by the Buyer in connection with its execution, delivery and performance of this Agreement and each other Transaction Agreement to which the Buyer is (or, with respect to the Transaction Agreements to be entered at the Closing, will be) a party or the consummation of the Transactions. 5.05 Litigation. As of the date hereof, there is no Action pending or, to the knowledge of the Buyer, threatened against the Buyer at law or in equity, or before or by any Governmental Entity, which would have a Buyer Material Adverse Effect. The Buyer is not subject to any outstanding Order that would be a Buyer Material Adverse Effect. 5.06 Brokerage. There are no claims for brokerage commissions, finders’ fees, financial advisor’s fees or similar compensation in connection with the Transactions based on any agreement made by or on behalf of the Buyer. 52 [[6907028]] 5.07 Financing. (a) The Buyer, together with the Guarantor, has on the date hereof, and will have at the Closing, on an unconditional basis, the financial capability and adequate unrestricted cash on hand necessary and sufficient to consummate on behalf of the Buyer the Transactions (including, but not limited to, payment of the Closing Payment) and to satisfy all of the Buyer’s other monetary and other obligations contemplated by this Agreement and each other Transaction Agreement. (b) It is expressly acknowledged and agreed by the Buyer that the obligations of the Buyer under this Agreement are not subject to any conditions regarding the Buyer’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the Transactions. 5.08 Purpose. The Buyer is a newly organized entity, formed solely for the purpose of engaging in the Transactions. The Buyer has not engaged in any business activities or conducted any operations other than in connection with the Transactions. The Buyer is a wholly owned Subsidiary of the Guarantor. 5.09 Acknowledgment. The Buyer acknowledges and agrees that it has conducted its own independent review and analysis of the business, assets, condition and operations of the Group Companies and the Blockers. The Buyer acknowledges that, other than the representations and warranties contained in Article III and Article IV and the certificates delivered by the Company and the Blocker Sellers pursuant to this Agreement, none of the Group Companies, the General Partner, the Initial AQ Unitholder, the Blocker Sellers or the Blockers, or any of their respective managers, directors, officers, employees, Affiliates, equityholders, agents or representatives makes or has made any representation or warranty, either express or implied (a) as to the accuracy or completeness of any of the information provided or made available to the Buyer and its respective managers, directors, officers, employees, Affiliates, equityholders, agents or representatives prior to the execution of this Agreement or (b) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), prospects, future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Group Company or Blocker, in each case heretofore or hereafter delivered to or made available to the Buyer or any of its managers, directors, officers, employees, Affiliates, equityholders, agents or representatives. Without limiting the generality of the foregoing, none of the Group Companies, the General Partner, the Initial AQ Unitholder, the Blocker Sellers, the Blockers or any of their respective managers, directors, officers, employees, Affiliates, equityholders, agents or representatives has made, and shall not be deemed to have made, any representations or warranties in the materials (other than as set forth in Article III and Article IV and the certificates delivered by the Company and the Blocker Sellers pursuant to this Agreement) relating to the business, assets or liabilities of the Group Companies or the Blockers made available to the Buyer or any of its managers, directors, officers, employees, Affiliates, equityholders, agents or representatives, including due diligence materials, memoranda or similar materials, or in any presentation of the business of the Group Companies or the Blockers by management of any Group Company or Blocker or others in connection with the Transactions, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise be

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53 [[6907028]] deemed to have been relied upon by the Buyer in executing, delivering and performing this Agreement and the Transactions. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any offering or other memoranda, offering materials, presentations or similar materials made available to the Buyer or any of its managers, directors, officers, employees, Affiliates, equityholders, agents or representatives, are not, and shall not be deemed to be or to include, representations or warranties of any Group Company or Blocker, and were not, and shall not be deemed to have been, relied upon by the Buyer in executing, delivering or performing this Agreement or the Transactions. Notwithstanding anything to the contrary in this Section 5.09, nothing in this Section 5.09 shall relieve any Person from any liability or damages resulting from any Fraud. ARTICLE VI COVENANTS OF THE COMPANY AND THE BLOCKERS 6.01 Conduct of the Business. (a) From the date hereof until the earlier of the termination of this Agreement and the Closing, except (i) as set forth on Schedule 6.01, (ii) if the Buyer shall have consented in writing (e-mail being sufficient (notwithstanding Section 15.03)), and which consent shall not be unreasonably withheld, conditioned or delayed), (iii) as required by Law or (iv) as otherwise contemplated by this Agreement (including the Pre-Closing Reorganization), (1) the Company shall conduct its business and the businesses of its Subsidiaries in the Ordinary Course of Business; provided, that, notwithstanding the foregoing or clause (2) of this Section 6.01, the Group Companies may (A) make any payments required to be made pursuant to the terms of the Credit Agreement, (B) take any actions pursuant to or in accordance with the Credit Agreement Amendment or Section 6.05 and (C) use available cash to repay any Indebtedness (other than, except as permitted by the foregoing clauses (A) or (B) or Section 6.05, any Indebtedness outstanding under the Credit Agreement) or, subject to Section 6.05, to make cash dividends on or prior to the Reference Time, in each case of this clause (C), to the extent such repayments or dividends do not reduce Cash to an amount less than $10,000,000, and (2) the Company shall not, and shall not permit any of its Subsidiaries to: (i) except (A) pursuant to the arrangements described on Schedule 3.04(a) or (b) or (B) pursuant to the terms of any Company Employee Benefit Plan, issue, sell or deliver any of its or any of its Subsidiaries’ equity securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its or any of its Subsidiaries’ equity securities; (ii) establish a record date for, declare, set aside or pay any dividends on, or make any distributions (whether in cash, equity interest or property) in respect of, any of its equity interests other than dividends or distributions by a Subsidiary of the Company to the Company or another Subsidiary of the Company or cash dividends or distributions for which both the record date and payment date are prior to the Reference Time; 54 [[6907028]] (iii) (A) effect any recapitalization, reclassification, equity split or like change in its capitalization or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring or other reorganization; (iv) amend its Organizational Documents or any of its Subsidiaries’ Organizational Documents; (v) make any redemption or purchase of its or any of its Subsidiaries’ equity interests (other than (A) as contemplated by Section 12.02(i), as relates to any distributions of excess cash held by any Blocker, (B) with respect to the repurchase of equity interests from current or former employees of a Group Company pursuant to any Company Employee Benefit Plan or the Organizational Documents of any Group Company, or (C) the Aggregate Debt-Financed Repurchases); (vi) incur, assume, guaranty or otherwise become liable for any Financial Indebtedness or obtain any new or additional commitment from any Person to provide any Financial Indebtedness, other than (A) (1) incurrence on the Closing Date of First Amendment Term Loans pursuant to the Credit Agreement Amendment, in an aggregate principal amount equal to $50,000,000 or (2) to the extent the Buyer Note Amount as of the Closing Date shall exceed zero, incurrence of Financial Indebtedness under the Buyer Note, (B) incurrence of Financial Indebtedness between or among the Group Companies, (C) revolving credit borrowings under, and letters of credit obtained under, the Credit Agreement, in each case, in the Ordinary Course of Business, and (D) in accordance with Section 6.05(d); provided, that, (x) in the case of clauses (B) and (C) above, no Credit Agreement Default shall result therefrom and (y) in the case of clause (C) above, after giving effect thereto, the aggregate principal amount of revolving credit borrowings outstanding under the Credit Agreement shall not exceed $5,000,000; (vii) create, grant, assume or permit to exist any Lien on any properties, revenues or assets of any Group Company, other than Permitted Liens; (viii) enter into a new line of business or leave an existing line of business; (ix) directly or indirectly (A) acquire any asset or assets that have a purchase price in excess of $250,000 in respect of any individual transaction or that have a purchase price in excess of $750,000 in the aggregate for all such transactions, except for new capital expenditures, which shall be subject to the limitations of clause (xv) below, and except for purchases in the Ordinary Course of Business, (B) acquire by merging or consolidating with, or by purchasing equity interests of, or by any other manner, any Person or division, business or equity interest of any Person, or (C) enter into any letter of intent, non-binding indicative offer, term sheet, exclusivity letter or any similar transaction document (whether binding or non-binding) or engage or retain any professional advisors in connection with any such acquisition that would, if consummated, contravene the restrictions contained in clauses (A) or (B) above; (x) sell, assign, transfer, lease, license, sell and leaseback or otherwise dispose of any of its material properties or other tangible assets or any interests therein 55 [[6907028]] (including securitizations), except for (1) sales of any equipment in the Ordinary Course of Business, (2) sales of obsolete assets or assets with de minimis or no book value and (3) pledges, mortgages, or other encumbrances constituting Permitted Liens; (xi) enter into, modify, renew, exercise or waive any material rights under, terminate or amend any Real Property Lease; (xii) sell, assign, transfer, license or subject to any Lien (other than Permitted Liens) any material Owned Intellectual Property, except non-exclusive licenses granted in the Ordinary Course of Business; (xiii) abandon (including to cancel or abandon or fail to renew or maintain) any material Owned Intellectual Property, except the expiration of Registered Intellectual Property in accordance with the applicable statutory term; (xiv) enter into, modify, exercise or waive any material claims or rights under, or terminate or renew (other than in accordance with its existing terms for renewal), any Material Contract, other than (A) with respect to any Material Contract that is not an Insurer Contract, in the Ordinary Course of Business or (B) with respect to any Material Contract, as required by Law, and, in the case of the Credit Agreement, other than pursuant to the Credit Agreement Amendment or as permitted by Section 6.05; (xv) make any material capital expenditures or commitments therefor, except (A) any that, individually, is less than or equal to $250,000 or, in the aggregate, less than or equal to $500,000 or (B) for such capital expenditures or commitments therefor that are reflected in the Company’s current budget; (xvi) except as required by applicable Law or under the terms of a Company Employee Benefit Plan, (A) grant or announce any increase in the salaries, bonuses or other compensation payable by a Group Company to any Company Employee or service provider of any of the Group Companies with an annual base salary or annualized wages in excess of $200,000, (B) accelerate the vesting or payment of any compensation or benefits to any Company Employee or service provider of any of the Group Companies, (C) grant any Company Employee or service provider of any of the Group Companies change of control, severance, retention or termination compensation or benefits, or any increase thereto, (D) enter into, originate, extend, renew, refinance, amend, waive, forgive, cancel or otherwise alter the terms of any loan, advance or extension of credit by any Group Company to, or for the benefit of, any Company Employee or any other service provider of any Group Company (other than routine expense advances or reimbursements made in the Ordinary Course of Business consistent with past practice), (E) enter into, amend or terminate any Company Employee Benefit Plan (or any plan, program, agreement or arrangement that would be a Company Employee Benefit Plan if in effect on the date hereof) or grant, amend or terminate any awards thereunder, (F) terminate the employment or services of any current Company Employee or service provider of a Group Company, except for (1) any termination in the Ordinary Course of Business of a non-officer employee or service provider with an annual base salary or annualized wages of $200,000 or less, or (2) any termination due to “cause” (as reasonably determined by the Company 56 [[6907028]] consistent with past practice) or (G) hire any Company Employee or other service provider of a Group Company, except for hires in the Ordinary Course of Business with an annual base salary or annualized wages of $200,000 or less; (xvii) pay, discharge, settle, agree to settle, compromise, waive or satisfy any Action if the amount payable by any Group Company in connection therewith would exceed $500,000; (xviii) enter into, modify, amend or terminate any Company Related Party Transaction, other than a termination pursuant to Section 6.04; (xix) modify, waive, terminate or voluntarily abandon, or fail to renew, let lapse or otherwise change, any material Permit; (xx) (A) change or rescind any material election in respect of Taxes or material accounting policies of any Group Company, in each case, unless required by Law or GAAP; (B) change any Tax accounting period or method or file any material amended Tax Return; (C) settle or compromise any material Tax liability; (D) surrender any right to claim a refund of material Taxes or consent to any extension or waiver of the limitations period for the assessment of material Taxes; or (E) change the Tax residency of any Group Company; (xxi) modify, amend or terminate any Transaction Agreement in respect of which the Buyer is not a party, other than, in the case of the Credit Agreement, in accordance with Section 6.05; or (xxii) authorize, or commit or agree to take, any of the foregoing actions. (b) From the date hereof until the earlier of the termination of this Agreement and the Closing, except as otherwise expressly contemplated by this Agreement (including in connection with the Pre-Closing Reorganization) or to the extent that the Buyer shall otherwise consent in writing, each Blocker shall not (i) carry on any business other than incident to holding, directly or indirectly, Units or otherwise taking actions consistent with past practice incidental to its continued existence; (ii) issue, sell or deliver any of its equity securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its equity securities; (iii) effect any recapitalization, reclassification, equity split or like change in its capitalization; (iv) amend its Organizational Documents; (v) make any redemption or purchase of its equity interests; (vi) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (vii) modify, amend or terminate any Transaction Agreement in respect of which the Buyer is not a party; (viii) enter into, modify, amend or terminate any Blocker Related Party Transaction, other than a termination pursuant to Section 6.04, or (ix) (A) change or rescind any material election in respect of Taxes or material accounting policies of any Blocker, in each case, unless required by Law or GAAP; (B) change any Tax accounting period or method or file any material amended Tax Return; (C) settle or compromise any material Tax liability; (D) surrender any right to claim a refund of material Taxes or consent to any extension or waiver of the limitations period for the assessment of material Taxes; or (E) change the Tax residency of any Blocker.

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57 [[6907028]] (c) Nothing contained in this Agreement shall give the Buyer, directly or indirectly, the right to control or direct the Company’s, any Blocker’s or any of their respective Subsidiaries’ operations prior to the Closing. Nothing in this Section 6.01 shall prohibit any Group Company or any Blocker from taking any action with respect to any matters contemplated by any other provision of this Agreement and the taking of any such action by any Group Company or any Blocker, as applicable, shall not be deemed a breach of this Section 6.01. Any Group Company’s or any Blocker’s failure to take any action prohibited by this Section 6.01 shall not be a breach of this Section 6.01 or any other provisions of this Agreement. 6.02 Access to Books and Records. Subject to Section 7.03, from the date hereof until the earlier of the termination of this Agreement and the Closing, the Company and each Blocker shall provide the Buyer and its authorized representatives (the “Buyer’s Representatives”), with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel and all financial books and records of the Group Companies and the Blockers, as applicable, in order for the Buyer to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions (including for the purpose of coordinating any transition planning with the employees of the Group Companies and the Blockers); provided, however, that (a) in exercising access rights under this Section 6.02, the Buyer and the Buyer’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company or any Blocker and (b) the Company and any Blocker may elect to limit, or, with respect to the Company, cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the Buyer (which Persons must be reasonably acceptable to the Company or each Blocker, as applicable). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require any Group Company or any Blocker to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which any Group Company or any Blocker is bound, or violate any applicable Law; provided, that the Group Companies and the Blockers, as applicable, shall use reasonable best efforts to provide such access (or as much access as is possible) or develop an alternative method of providing such access in a manner that does not result in such jeopardy, conflict or violation. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 6.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 9.02(a). If Personal Data is shared with the Buyer or the Buyer’s Representatives by a Group Company or Blocker pursuant to this Section 6.02, to the extent required by applicable Data Privacy Requirements, the Parties (or their respective Affiliates) will enter into one or more additional agreements regarding the processing of Personal Data. The Buyer acknowledges that the Buyer is and remains bound by Section 10.02 (Confidentiality) of the Company LPA. Notwithstanding anything to the contrary in the Company LPA or in this Agreement (including Sections 7.03 and 14.01 hereof), the Buyer may, with prior coordination and consultation with the Company, contact and engage in discussion with, and share any information with, any arranger, agent or lender under the Credit Agreement, in each case, in connection with the Credit Agreement Amendment or in connection with any other amendment, restatement, supplement, modification or waiver of the Credit Agreement referred to in Section 6.05. 6.03 Exclusive Dealing. Except in connection with any action permitted under Section 6.01, during the period from the date of this Agreement through the Closing or the earlier 58 [[6907028]] termination of this Agreement, the Company shall not (i) take any action to knowingly initiate, solicit, encourage, facilitate or engage in discussions or negotiations with any Person (other than the Buyer and the Buyer’s Representatives) concerning any Acquisition Transaction, (ii) enter into, maintain, continue or otherwise participate in any discussions or negotiations regarding, or knowingly provide any information in furtherance of, any Acquisition Transaction, (iii) adopt, approve or recommend, or propose to adopt, approve or recommend, or execute or enter into, any documentation relating to any Acquisition Transaction, or (iv) resolve or agree to do any of the foregoing; provided, that this Section 6.03 shall not apply to the Company in connection with Securityholder or Blocker Seller communications related to the Transactions. The Company shall, and shall cause its Subsidiaries to, cease and cause to be terminated any existing discussions, communications or negotiations with any Person (other than the Buyer and its authorized representatives) conducted heretofore with respect to any Acquisition Transaction. The term “Acquisition Transaction” means any (A) direct or indirect purchase, transfer, disposition, acquisition or sale of substantial assets of the Company or any of its Subsidiaries, (B) transaction which would result in a material change in the capitalization of the Company or any of its Subsidiaries as of the date hereof, including any material sale or issuance of any equity interests of the Company or any material sale or issuance of any equity interests of any of its Subsidiaries to any Person, (C) license or grant of rights (including distribution or marketing rights) to any third party for any of the Intellectual Property of the Company or any of its Subsidiaries, or (D) direct or indirect issuance, purchase, transfer, disposition, acquisition or sale of any equity interests in the Company or any of its Subsidiaries (whether through a share purchase, merger, consolidation, business combination, recapitalization or other similar transaction involving the Company or any of its Subsidiaries), in each case, other than in the Ordinary Course of Business or any such transactions that would be otherwise permitted pursuant to Section 6.01. 6.04 Termination of Related Party Transactions. Except for Company Employee Benefit Plans and employment agreements for the benefit of any current or former Company Employee and as set forth on Schedule 6.04, the Company and the Blockers and their respective Affiliates shall cause all of the Company Related Party Transactions and Blocker Related Party Transactions to be terminated or fully performed prior to or upon the Closing such that, with effect from the Closing, no Group Company nor any Blocker shall have any obligations or liabilities in respect of any such terminated Company Related Party Transactions and Blocker Related Party Transactions. 6.05 Concerning the Credit Agreement. (a) From the date hereof until the earlier of the termination of this Agreement and the Closing, except as consented to by the Buyer in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit its Subsidiaries to, (i) enter into any amendment, restatement, supplement or other modification of, or waive its rights under, the Credit Agreement, in each case, other than (A) the Credit Agreement Amendment, (B) as required pursuant to any guarantee or collateral matters or “further assurance” provisions under the Credit Agreement as in effect on the date hereof or as otherwise amended, restated, supplemented, modified or waived as expressly permitted by the terms hereof and (C) as contemplated by Section 6.05(d), (ii) take any action, or fail to take any action, if the Company or any of its Subsidiaries has knowledge that the taking of such action, or the failure to take such 59 [[6907028]] action, shall cause a Credit Agreement Default to occur, (iii) give any notice, or otherwise take any affirmative action, to terminate any commitments to extend credit that are in effect on the date hereof under the Credit Agreement (for the avoidance of doubt, other than pursuant to the funding thereof not in contravention of the terms of this Agreement, it being agreed that the Company shall not permit Distinguished to draw under the Delayed Draw Term Loan Commitments (as defined in the Credit Agreement as in effect on the date hereof) except as consented to by the Buyer in writing) or (iv) other than as a result of scheduled amortization or mandatory prepayment requirements set forth in the Credit Agreement, prepay any term loans (but not, for the avoidance of doubt, revolving or credit loans) outstanding under the Credit Agreement. (b) From the date hereof until the earlier of the termination of this Agreement and the Closing, the Company shall, or shall cause its Subsidiaries to, deliver to the Buyer prompt written notice of (i) the Company or any of its Subsidiaries obtaining knowledge of the occurrence of any Credit Agreement Default and (ii) any receipt or delivery by the Company or any of its Subsidiaries of any written notice of the occurrence of a Credit Agreement Default. (c) From the date hereof until the earlier of the termination of this Agreement and the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions precedent set forth in Section 5 of the Credit Agreement Amendment to be satisfied (to the extent the satisfaction thereof is within control of the Company and its Subsidiaries) at, or substantially concurrently with, the Closing. If requested by the Buyer in writing, the Company shall cause Distinguished to deliver the borrowing notice with respect to the First Amendment Term Loans in accordance with the Credit Agreement Amendment, requesting the borrowing of the First Amendment Term Loans to occur on the Closing Date, and the Company shall otherwise use commercially reasonable efforts to assist the Buyer in procuring the First Amendment Term Loans to be funded on the Closing Date. (d) From the date hereof until the earlier of the termination of this Agreement and the Closing, in the event that the Buyer informs the Company, in writing, that the Buyer desires that the Credit Agreement be amended, restated, supplemented or otherwise modified, or any waiver thereunder be obtained (each, a “Potential Credit Agreement Amendment”) (it being agreed that, unless otherwise agreed by the Company (in its sole and absolute discretion) in writing, any such Potential Credit Agreement Amendment shall only become effective at, or substantially concurrently with, the Closing), then the Company shall, and shall cause its Subsidiaries to, and to use their reasonable best efforts to cause their respective officers, directors and employees to, at the Buyer’s sole cost and expense, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to cooperate in connection therewith, as reasonably requested by the Buyer, including duly execute documentation (including credit agreement amendments, certificates and other related documents and instruments) necessary to implement such Potential Credit Agreement Amendment, and participate in a reasonable number of due diligence sessions at reasonable times and locations, including direct contact between senior management of the Company and its Subsidiaries, on the one hand, and the lenders and the agents under the Credit Agreement, on the other hand (in each case, which shall be telephonic or held on a virtual platform at the request of the Company); provided, that, without limiting the provisions of Sections 6.05(a), 6.05(b) and 6.05(c), (w) nothing in this Section 6.05(d) shall require such cooperation to the extent it would, in the Company’s reasonable judgment, interfere unreasonably 60 [[6907028]] with the business or operations of the Company or any of its Subsidiaries; (x) no member of any governing body or any officer of the Company and its Subsidiaries that is not remaining in such position following the Closing shall be required to execute, enter into or perform any agreement or deliver any certificate pursuant to this Section 6.05(d) in connection with a Potential Credit Agreement Amendment and (y) no officer or director of the Company or its Subsidiaries shall be required to take any action under this Section 6.05(d) that could reasonably be expected to result in personal liability to such officer or director; and provided, further that, notwithstanding anything in this Section 6.05(d) to the contrary, neither the Company nor any of its Subsidiaries shall (A) be required to pay any fees (including commitment or other similar fees) or to give any indemnities or incur any liabilities prior to the Closing, in each case, in connection with any Potential Credit Agreement Amendment, (B) have any liability or obligation, or be required to make any representations, under any loan agreement or any related document or any other agreement or document, in each case, relating to a Potential Credit Agreement Amendment prior to the Closing, (C) be required to incur any expense or other liability in connection with a Potential Credit Agreement Amendment prior to the Closing that is not reimbursed or reimbursable by the Buyer pursuant to the terms of this Agreement, (D) be required to deliver, in connection with any Potential Credit Agreement Amendment, any audited financial statements, to the extent not already available to the Company or its Subsidiaries, (E) be required to deliver or obtain, in connection with any Potential Credit Agreement Amendment, opinions of internal or external counsel, (F) be required to provide, in connection with any Potential Credit Agreement Amendment, access to or disclose information where the Company determines that such access or disclosure could jeopardize the attorney-client privilege or contravene any Law or Contract with respect to any Group Company (provided, that, if the Company or its Subsidiaries withhold information or access in reliance on this clause (F), such Group Company shall, to the extent permitted by applicable Law, on advice of counsel, inform Buyer of such withholding and shall use commercially reasonable efforts to provide such information or access in a manner that would not violate this clause (F)), (G) be required to waive or amend any terms of this Agreement or any other Contract to which the Company or its Subsidiaries is party, (H) be required to allow any party to a Potential Credit Agreement Amendment access to the personnel or facilities of the Company or any Subsidiary that is greater in scope or frequency than the access afforded to the Buyer under this Agreement, (I) be required, in connection with any Potential Credit Agreement Amendment, to take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under any of their respective organizational or governing documents or any applicable laws or any other material contracts (not entered into in contemplation hereof) to which such Person is a party or any action that would cause any director, officer or employee of any Group Company to incur actual or potential personal liability (other than arising under applicable Law in connection with resolutions or consents by officers or directors which are subject to the occurrences of the Closing and passed by directors or officers continuing in their positions following the Closing), (J) be required, in connection with any Potential Credit Agreement Amendment, to take any corporate action or to enter into any document, instrument, agreement or certificate prior to the Closing or (K) be required, in connection with any Potential Credit Agreement Amendment, to provide any of the following information: (1) the proposed debt and equity capitalization that is required for pro forma financial information or assumed interest rates, dividends (if any) and fees and expenses relating to such debt and equity capitalization or (2) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments desired to be in any

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61 [[6907028]] information used in connection with a Potential Credit Agreement Amendment. The Buyer shall promptly, upon request by the Company, reimburse the Company for any documented out-of- pocket expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Affiliates in connection with the cooperation of the Company solely in connection with a Potential Credit Agreement Amendment contemplated by this Section 6.05(d). The Buyer shall indemnify and hold harmless, the Company and its Subsidiaries, and their respective directors, managers, officers, employees and representatives, from and against any and all Losses suffered or incurred by them solely in connection with a Potential Credit Agreement Amendment and any cooperation that any Group Company provides pursuant to this Section 6.05(d), except in the event such Losses directly resulted from the gross negligence, fraud or willful misconduct of the Company or its Subsidiaries. The Buyer acknowledges and agrees that, notwithstanding the Company’s obligations under this Section 6.05(d), neither the obtaining of a Potential Credit Agreement Amendment, nor the completion of any transactions contemplated thereby is a condition to the Closing, and reaffirms its obligation to consummate the Transactions irrespective and independently of the obtaining of a Potential Credit Agreement Amendment or the completion of the transactions contemplated thereby. In no event shall the Company or any of its Subsidiaries be in breach of this Agreement because of the failure to obtain a Potential Credit Agreement Amendment or complete the transactions contemplated thereby, after use of its or their reasonable best efforts to comply with this Section 6.05(d). It is understood that nothing in this Section 6.05(d) is intended, or shall be interpreted as, limiting the obligations of the Company and its Subsidiaries under Sections 6.05(a), 6.05(b) or 6.05(c), or elsewhere in this Agreement or the other Transaction Agreements (other than the obligations of the Company and its Subsidiaries under this Section 6.05(d)) or, except as set forth in the immediately preceding sentence, modify the conditions precedent set forth in Section 9.02. ARTICLE VII COVENANTS OF THE BUYER 7.01 Access to Books and Records. From and after the Closing until the seven-year anniversary of the Closing Date, the Buyer shall, and shall cause the Blockers and the Company to, provide the Unitholder Representative and its authorized representatives (the “Unitholder Representative’s Representatives”) with access (for the purpose of examining and copying), during normal business hours, upon reasonable notice, to the books and records of the Group Companies and the Blockers with respect to periods or occurrences prior to or on the Closing Date, including with respect to any Tax audits, Tax Returns, insurance claims, governmental investigations, legal compliance, financial statement preparation or any other matter; provided, however, that in exercising access rights under this Section 7.01, the Unitholder Representative and the Unitholder Representative’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company or any Blocker. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require the Buyer, any Group Company or any Blocker to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which the Buyer, any Group Company or any Blocker is bound, or violate any applicable Law; provided, that the Buyer, the Group Companies and the Blockers, as applicable, shall use reasonable best efforts to provide such access (or as much access as is possible) or develop an alternative method of providing such access in a manner that does not result in such 62 [[6907028]] jeopardy, conflict or violation. Unless otherwise consented to in writing by the Unitholder Representative, the Buyer shall not, and shall not permit the Company, the Blockers or any of their respective Subsidiaries to, for a period of seven years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of any Group Company or any Blocker for any period prior to the Closing Date without first giving reasonable prior notice to the Unitholder Representative and offering to surrender to the Unitholder Representative such books and records or any portion thereof which the Buyer, the Company or any Blocker may intend to destroy, alter or dispose of. 7.02 Indemnification of Officers and Directors of the Company. (a) From and after the Closing until the date that is six years after the Closing Date, the Company shall, and shall cause the other Group Companies to, and the Blockers shall (with respect to any D&O Indemnified Party of a Blocker), to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director, manager or employee of a Group Company or a Blocker (each, a “D&O Indemnified Party”), against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, Action, suit, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, the fact that such Person is or was an officer, director, manager or employee of a Group Company or a Blocker, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date hereof by the Group Companies or the Blockers, as applicable, pursuant to their respective Organizational Documents and indemnification Contracts, if any, in existence on the date hereof with any D&O Indemnified Party. (b) (i) For a period of six years after the Closing and at all times subject to applicable Law, (i) the Buyer shall not (and shall not cause or permit any Group Company, any Blocker or any of the Buyer’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the Organizational Documents of the Group Companies or the Blockers, as applicable, or any indemnification contracts, if any, in existence on the date of this Agreement, with any D&O Indemnified Party and (ii) the Company and the Blockers shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by or on behalf of the Company or the Blockers as of the date hereof (provided, that such Persons may substitute such policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from facts or events that occurred at or prior to the Closing. In furtherance of the foregoing, prior to the Closing and in connection with such Persons’ foregoing obligation under clause (ii) of the prior sentence, the Company shall be permitted to purchase (at the Buyer’s expense, and without duplication) a six-year “tail” prepaid directors’ and officers’ liability insurance policy, effective as of the Closing, providing, for a period of six years after the Closing, coverage and amounts, and terms and conditions, contemplated by the foregoing sentence of this Section 7.02(b); provided, further, that in no event shall the Buyer or its Affiliates be 63 [[6907028]] required to expend an amount in excess of 300% of the aggregate annual premium currently paid by the Company for such tail insurance policy; provided, however, that in such case the Company may purchase as much coverage as reasonably practicable for such amount (and any amount paid by the Company in excess of such amount shall be deemed to be a Transaction Expense). From and after the Closing, the Buyer shall (or shall cause the Group Companies and the Blockers to), continue to honor its obligations under any such insurance procured pursuant to this Section 7.02(b), and shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation thereof. (c) If the Company, any Blocker or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and the Company or such Blocker, as applicable, shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the consummation of such transaction so that the successors and assigns of the Company or such Blocker, as the case may be, shall, from and after the consummation of such transaction, honor the indemnification and other obligations set forth in this Section 7.02. (d) With respect to any indemnification obligations of the Company or any Blocker pursuant to this Section 7.02, the Parties hereby acknowledges and agrees (i) that the Company and the Blockers shall be the indemnitors of first resort with respect to all indemnification obligations of the Company or the Blockers, as applicable, pursuant to this Section 7.02 (i.e., their obligations to an applicable D&O Indemnified Party are primary and any obligations of any other Person to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such D&O Indemnified Party are secondary) and (ii) that it irrevocably waives, relinquishes and releases any such other Person from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. (e) The provisions of this Section 7.02 shall survive the Closing and (i) are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Party and his or her successors, heirs and representatives and shall be binding on all successors and assigns of the Buyer, the Company and the Blockers and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. 7.03 Contact with Customers, Vendors and Others. The Buyer hereby agrees that from the date hereof until the Closing or the earlier termination of the Agreement, it is not authorized to, and shall not (and shall not permit any of its representatives or Affiliates to), directly or indirectly, contact and communicate with the employees, consultants, directors, officers, shareholders, members, investors, vendors or customers of any Group Company, in each case, without the prior consultation with, and written approval of, the Company; provided, however, that this Section 7.03 shall not prohibit any such contacts or communications by the Buyer or the Buyer’s Representatives in the Ordinary Course of Business consistent with past practices, solely to the extent that (a) such contacts are unrelated to the Transactions, the Group Companies or the fact that the Company is pursuing a transaction or any information provided to the Buyer or the Buyer’s Representatives pursuant to Section 10.02 (Indemnification by the Blocker Sellers and the Selling Securityholders) of the Company LPA or any other information provided to the Buyer or 64 [[6907028]] the Buyer’s Representatives pursuant to this Agreement and (b) none of the foregoing is directly or indirectly disclosed, discussed, identified, used or referenced in connection with such contact or communication. 7.04 Employee Matters. (a) For a period beginning on the Closing and continuing for 12 months thereafter (the “Continuation Period”), the Buyer shall cause the Group Companies to provide an individual who is a Company Employee as of the Closing (collectively, “Continuing Employees”) with (i) salary or hourly wage rate that is not less than the salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) cash incentive compensation opportunities that are substantially comparable in the aggregate to the cash incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing, and (iii) employee benefits (excluding any equity, nonqualified deferred compensation, retention, change in control, transaction, defined benefit pension and post-employment or retiree welfare benefits) that are substantially comparable in the aggregate to the employee benefits (subject to the same exclusions) provided under the Company Employee Benefit Plans in which such Continuing Employees participated immediately prior to the Closing. Without limiting the generality of the foregoing, the Buyer shall cause the Group Companies to provide severance pay and benefits to any Continuing Employee whose employment is terminated by the Group Companies during the Continuation Period on terms and in amounts no less favorable than the severance pay and benefits that would have been applicable to such Continuing Employee under the Company Employee Benefit Plans set forth on Schedule 7.04(a). (b) The Buyer shall cause the Group Companies to use commercially reasonable efforts to grant all Continuing Employees full credit for all service with the Group Companies (or predecessor employers to the extent the Group Companies provide such past service credit) prior to the Closing for purposes of eligibility, vesting, benefit accrual and determining the level or amount of benefits under any benefit or compensation plan, program, policy or agreement made available to Continuing Employees on or after the Closing (collectively, the “New Plans”) (including the determination of the level or amount of vacation, paid time off, personal and sick days, and severance pay and benefits) to the same extent such service was recognized immediately prior to the Closing by the Group Companies. In addition, the Buyer shall cause the Group Companies to use commercially reasonable efforts to: (i) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans that provide welfare benefits in which Continuing Employees commence participation during the plan year in which the Closing occurs to the extent such exclusions, requirements or limitations were waived or satisfied by a Continuing Employee under any Company Employee Benefit Plan providing health benefits in which the Continuing Employee participated immediately prior to the Closing, and (ii) cause any deductible, co-insurance and out-of-pocket expenses paid by any Continuing Employee (or covered dependent thereof) prior to the Closing under a Company Employee Benefit Plan that provides health benefits during the plan year in which the Closing occurs to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions under any New Plan that provides health benefits for the plan year in which the Closing occurs. The Buyer shall cause the Group Companies

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65 [[6907028]] to honor all accrued but unused vacation, paid time off, personal and sick days of Continuing Employees as of the Closing. (c) Nothing contained in this Section 7.04, express or implied, (i) is intended to confer upon any Continuing Employee or any other Person any right to continued employment or any particular term or condition of employment for any period, (ii) shall prohibit or limit the ability of the Buyer or the Company or any of their respective Affiliates from amending, modifying or terminating any benefit or compensation plan, program, policy, Contract, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them in accordance with terms thereof as in effect from time to time, or (iii) shall constitute an amendment to or any other modification of any New Plan or Company Employee Benefit Plan or other benefit or compensation plan, program, policy, Contract, agreement or arrangement. Further, this Section 7.04 will be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 7.04, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever (including any third-party beneficiary rights) under or by reason of this Section 7.04. 7.05 Representation and Warranty Policy. The Buyer has obtained and bound a buyer- side representation and warranty insurance policy (the “Representation and Warranty Policy”) in the form previously provided to the Company which provides that the insurer thereunder may not seek to or enforce any subrogation rights it might have against any of the Seller Parties, except in the case of Fraud, and that it may not be amended an a manner adverse to any Seller Party without the consent of the Company (if prior to the Closing) or the Unitholder Representative (if after the Closing). The Buyer and its Affiliates will not amend, waive or otherwise modify the provisions of the Representation and Warranty Policy in any manner adverse to the Group Companies, any Securityholder, any Blocker Seller or any Non-Recourse Party (including an amendment to the subrogation provisions referred to above) without the prior written consent of the Company (if prior to the Closing) or the Unitholder Representative (if after the Closing). Buyer shall timely pay or cause to be timely paid, all fees and expenses related to the Representation and Warranty Policy, including the total premium, underwriting costs, brokerage commissions, surplus line taxes and other fees and expenses of such policy. ARTICLE VIII EFFORTS TO CONSUMMATE; REGULATORY FILINGS 8.01 Efforts to Consummate. Subject to the terms and conditions herein, from the date hereof until the earlier of the termination of this Agreement and the Closing, each of the Buyer and the Company agrees to use its reasonable best efforts to take, or cause to be taken, and to cause its Affiliates to take, all action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Transactions, including using reasonable best efforts to take all acts necessary to cause the satisfaction, but not waiver, of the Closing conditions set forth in Article IX. Each of the Company and the Buyer shall use reasonable best efforts to furnish to any other Party all information required for such other Party’s filing, form, declaration, notification, registration or notice (which information may be furnished on an outside counsel only basis to protect commercially sensitive information), and to keep the other parties reasonably informed with 66 [[6907028]] respect to the status of each clearance, approval or waiver sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity. The Parties acknowledge and agree that nothing contained in this Section 8.01 shall limit, expand or otherwise modify in any way any efforts standard explicitly applicable to any of the Company’s or the Buyer’s other obligations under this Agreement (including, for the avoidance of doubt, Section 8.02). 8.02 Regulatory Filings. The Buyer and the Company, in respect of the HSR Act, and the Buyer, in respect of the Texas Filings, shall, promptly (and in any event within (x) 10 Business Days in respect of the HSR Act and (y) 10 Business Days in respect of the Texas Filings) following the date hereof use reasonable best efforts to, (a) make or cause to be made all applications, registrations, notice, filings and submissions under the HSR Act and any other filings required under applicable Laws in connection with the consummation of the Transactions (which filings and submissions shall seek early termination pursuant to the HSR Act and the equivalent, if available, with respect to any such other applicable Laws) and (b) promptly obtain, or cause to be obtained, any approval, authorization, consent, order, license, permission, permit or qualification of, or exemption, waiver or other action by, or filing or negotiation with or notification to, any Governmental Entity that may be or become necessary in connection with the consummation of the Transactions. In connection with the consummation of the Transactions, the Buyer shall use reasonable best efforts to promptly comply with (and shall cause its Affiliates to use reasonable best efforts to comply with) any additional requests for information. Notwithstanding anything herein to the contrary, the Buyer shall use reasonable best efforts to cooperate in good faith with any Governmental Entities and promptly undertake any and all actions required to complete the transactions contemplated by this Agreement expeditiously and lawfully; provided, that none of the Company, the Buyer or their respective Affiliates shall be required to, and the Group Companies shall not, without the prior written consent of the Buyer in its sole discretion, undertake any of the following: (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, material assets, categories of material assets or material businesses of the Group Companies or the Buyer or its Affiliates; (ii) terminating existing material relationships, contractual rights or obligations of the Group Companies or the Buyer or its Affiliates; (iii) terminating any material venture or other arrangement of the Group Companies or the Buyer or its Affiliates; (iv) creating any material relationship, contractual rights or obligations of the Group Companies or the Buyer or its Affiliates; or (v) effectuating any other material change or restructuring of the Group Companies or the Buyer or its Affiliates (or, in each case, entering into agreements or stipulating to the entry of an Order or decree or filing appropriate applications with any Governmental Entity in connection with any of the foregoing and, in the case of Actions by or with respect to the Group Companies or the Buyer, or its Affiliates or their respective businesses or assets, by consenting to such Action by the Group Companies or the Buyer or its Affiliates) (clauses (i) through (v), collectively, a “Burdensome Condition”). Without limiting the generality of the foregoing, if an Action is threatened or instituted by any Governmental Entity or any other entity challenging the validity or legality or seeking to restrain the consummation of the transactions contemplated by this Agreement, the Buyer shall use its reasonable best efforts to avoid, resist, resolve or, if necessary, defend such Action and shall afford the Company a reasonable opportunity to participate therein. Each of the Company and the Buyer shall and shall cause its Affiliates to diligently assist and cooperate with the other Party in preparing and filing any and all written communications that are to be submitted to any Governmental Entities in connection with the transactions contemplated hereby and in obtaining any governmental or third- 67 [[6907028]] party consents, waivers, authorizations or approvals which may be required to be obtained by any Group Company in connection with the transactions contemplated hereby, which assistance and cooperation shall include: (i) timely furnishing to the other Party all information concerning the Buyer or its Affiliates that counsel to the other Party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) promptly providing the other Party with copies of all written communications to or from any Governmental Entity relating to any such required consent, waiver, authorization or approval; provided, that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iii) keeping the other Party reasonably informed of any communication received or given in connection with any proceeding by the Buyer, in each case, regarding the Transactions; and (iv) permitting the other Party to review and incorporating the other Party’s reasonable comments in any communication given by it to any Governmental Entity or in connection with any proceeding related to the HSR Act or other applicable Law, in each case regarding the Transactions. None of the Buyer or any of its Affiliates, on the one hand, nor the Company, on the other hand, shall initiate, or participate in any meeting or discussion with any Governmental Entity with respect to any filings, applications, investigation, or other inquiry regarding the Transactions or filings under the HSR Act or other applicable Law without giving the other Party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate in such meeting or discussion. Notwithstanding anything to the contrary in this Agreement, (i) none of the Buyer or any of its Affiliates shall be required and (ii) no Group Company, Blocker, Securityholder or Seller Party shall be required or, without the prior written consent of the Buyer, shall be permitted, in the case of each of clauses (i) and (ii), to undertake any efforts or take any action in connection with the approval of any of the Transactions if the undertaking of such efforts or taking of such action (a) would reasonably be expected to result in a Burdensome Condition, (b) would require the Buyer or any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) to undertake or agree to any requirement or obligation to provide prior notice to, or to obtain prior approval from, any Governmental Entity with respect to any transaction, or (c) is not conditioned upon the Closing. The Buyer shall be responsible for all filing fees under the HSR Act (and, for the avoidance of doubt, such fees shall not be deemed Seller Expenses or Transaction Expenses hereunder). ARTICLE IX CONDITIONS TO CLOSING 9.01 Conditions to the Obligations of Each Party. The obligations of each Party to consummate the Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver by each Party in writing) of the following conditions as of the Closing Date: (a) (i) The applicable waiting periods, if any, under the HSR Act with respect to the Transactions shall have expired or been terminated and (ii) the Texas Filings shall have been approved or non-disapproved by the Texas Department, and such approval or non-disapproval shall be in full force and effect, in each case, without imposition of a Burdensome Condition; and 68 [[6907028]] (b) No Order shall have been entered and no Law shall have been enacted, in each case, since the date of this Agreement which would prevent, enjoin, restrain or prohibit the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such transactions to be rescinded. 9.02 Conditions to the Buyer’s Obligations. The obligations of the Buyer to consummate the Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Buyer in writing) of the following conditions as of the Closing Date: (a) (i) The representations and warranties of the Company and the General Partner and the Initial AQ Unitholder, the Blocker Sellers, the Blockers and the Blocker GPs set forth in Sections 3.04(a) and 4.03, respectively, shall be true and correct subject only to de minimis inaccuracies (except to the extent set forth on the Estimated Closing Statement and included in the determinations of the Closing Consideration) at and as of the Closing Date as though made at and as of the Closing Date, (ii) other than the representations and warranties of the Company set forth in Sections 3.04(a) and 4.03, the Company Fundamental Representations and Initial AQ Unitholder and Blocker Seller Fundamental Representations shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), (iii) all other representations and warranties of the Company and the General Partner contained in Article III and of the Initial AQ Unitholder, the Blocker Sellers, the Blockers and the Blocker GPs contained in Article IV shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, other than with respect to Section 3.06 and other than to the extent that such “materiality” or “Material Adverse Effect” qualifier defines the scope of items or matters disclosed on the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth on the Disclosure Schedules but without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein (other than with respect to Section 3.06 and other than to the extent that such “materiality” or “Material Adverse Effect” qualifier defines the scope of items or matters disclosed on the Disclosure Schedules)) has not had a Material Adverse Effect, and (iv) the Securityholder Fundamental Representations shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date); (b) The Company, the Initial AQ Unitholder, the Blocker Sellers and the Blockers shall each have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement, at or prior to the Closing; (c) (i) The conditions precedent in Section 5 of the Credit Agreement Amendment shall have been, or substantially concurrently with the occurrence of the Closing shall be, satisfied and the amendments set forth in Section 3(b) of the Credit Agreement Amendment shall have become, or substantially concurrently with the occurrence of the Closing shall become, effective in accordance with the terms thereof and (ii) assuming the condition set forth in clause (c)(i) above has been satisfied, (A) no “Event of Default” under, and as defined in, the Credit Agreement shall have occurred and be continuing or would result from the consummation of the

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69 [[6907028]] Transactions and (B) no “Default” under, and as defined in, the Credit Agreement shall have occurred and be continuing or would result from the consummation of the Transactions unless, in the case of this clause (B), such “Default” is curable by the Company and its Subsidiaries (for the avoidance of doubt, other than pursuant to “equity cure” provisions set forth in the Credit Agreement) and the Company and its Subsidiaries reasonably expect such “Default” to be cured prior to it becoming an “Event of Default” under, and as defined in, the Credit Agreement; (d) From the date hereof to the Closing Date, there shall not have occurred any Material Adverse Effect; (e) Each Repurchase Agreement and Support Agreement (other than the Support Agreement with WM Clay) shall remain in full force and effect; and (f) The Pre-Closing Reorganization shall have been consummated. If the Closing occurs, all conditions set forth in this Section 9.02 that have not been fully satisfied as of the Closing shall be deemed to have been waived by the Buyer. 9.03 Conditions to the Company’s, the Initial AQ Unitholder’s and the Blocker Sellers’ Obligations. The obligations of the Company, the Initial AQ Unitholder and the Blocker Sellers to consummate the Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company, the Initial AQ Unitholder and the Blocker Sellers in writing) of the following conditions as of the Closing Date: (a) (i) The Buyer Fundamental Representations shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties contained in Article V of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein) has not had a Buyer Material Adverse Effect; and (b) The Buyer shall have performed and complied with in all material respects all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing. If the Closing occurs, all conditions set forth in this Section 9.03 that have not been fully satisfied as of the Closing shall be deemed to have been waived by the Company, the Initial AQ Unitholder and the Blocker Sellers. 70 [[6907028]] ARTICLE X SURVIVAL; INDEMNIFICATION 10.01 Survival. Each of (i) the representations and warranties made by the Parties in this Agreement shall, subject to the limitations set forth herein, survive the Closing for a period terminating on the 12-month anniversary of the Closing Date and (ii) the covenants and agreements of the Parties contained in this Agreement that by their terms are to be performed in whole or in part after the Closing shall survive in accordance with their respective terms. Except in respect of Fraud, no Party shall have any liability for, nor shall any claim be made in respect of, any such representation, warranty or covenant after the expiration of the survival period applicable to such representation, warranty or covenant in accordance with this Section 10.01; provided, that, with respect to any claim asserted in writing in accordance with Section 10.04(a) before the expiration of the survival period applicable to such representation, warranty or covenant in accordance with Section 10.04(a), such representation, warranty or covenant shall survive until the date such claim is finally resolved. The Parties acknowledge and agree that the survival periods set forth in this Section 10.01 are applicable to the obligation of the Blocker Sellers and Selling Securityholders to indemnify the Buyer Indemnified Parties and the Buyer Indemnified Parties’ right to indemnification against the Blocker Sellers and Selling Securityholders in accordance with this Agreement, but are not intended to, and shall not, modify or limit the Buyer Indemnified Parties right to recovery under the Representation and Warranty Policy in accordance with its terms. The Parties specifically and unambiguously intend that the survival periods that are set forth in this Section 10.01 shall replace any statute of limitations that would otherwise be applicable for purposes of this Article X. Notwithstanding anything to the contrary, this Section 10.01 shall not apply to Section 12.01, which shall be binding upon, and enforceable by the Unitholder Representative in its entirety against, the Seller Parties. 10.02 Indemnification by the Blocker Sellers and the Selling Securityholders. (a) Following the Closing, and subject to the limitations set forth in this Article X, the Blocker Sellers and the Selling Securityholders (in the case of the Selling Securityholders, solely with respect to any representation or warranty set forth in Article III or the certificate delivered by the Company pursuant to Section 2.02(c)(vi)) shall severally and not jointly (pro rata in accordance with their respective Pro Rata Shares) indemnify, defend and hold harmless each Buyer Indemnified Party against, and pay, solely out of the Indemnification Escrow Account, to each Buyer Indemnified Party the amount of, all Losses incurred by such Buyer Indemnified Party resulting from or arising out of: (i) any inaccuracy in or breach of the Company Fundamental Representations or the Initial AQ Unitholder and Blocker Seller Fundamental Representations; or (ii) any inaccuracy in or breach of any other representation or warranty set forth in Article III or Article IV, any of the certificates delivered by the Company and the Blocker Sellers pursuant to Section 2.02(c)(vi), Section 2.02(d)(iii) or Section 2.02(e)(iii), or any representation or warranty of the Company in any other Transaction Agreement. 71 [[6907028]] (b) The Buyer Indemnified Parties shall not be entitled to claim or recover any Losses that may be made pursuant to Section 10.02(a)(i) unless and until the Buyer Indemnified Parties have incurred Qualifying Losses (subject to the other terms of this Article X). A Loss shall not be a “Qualifying Loss” unless such Loss, together with any series of related Losses, equals or exceeds $35,000, in which case it shall be counted from the first dollar. (c) The Buyer Indemnified Parties shall not be entitled to claim or recover any Losses that may be made pursuant to Section 10.02(a)(ii) unless and until the Buyer Indemnified Parties have incurred Qualifying Losses, after which the Buyer Indemnified Parties shall be entitled to recover 50% of any Losses (subject to the other terms of this Article X). (d) The Buyer Indemnified Parties shall not be entitled to claim or recover any Losses pursuant to Section 10.02(a) in an aggregate amount in excess of the Indemnification Escrow Amount. The Buyer Indemnified Parties shall not be entitled to claim or recover any Losses from a Blocker Seller or Selling Securityholder in an amount that exceeds the portion of the Closing Consideration actually received by such Person. (e) Except (A) as expressly set forth in this Agreement or any other Transaction Agreement, (B) pursuant to the Representation and Warranty Policy or (C) in respect of Fraud, the Buyer Indemnified Parties’ sole and exclusive remedy for all Losses for which they are entitled to indemnification under this Agreement arising out of a claim that may be made under Section 10.02(a), subject to the limitations herein, shall be to recover such Losses against the funds contained in the Indemnification Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement until the funds contained in the Indemnification Escrow Account are exhausted. 10.03 Indemnification by the Buyer. (a) Following the Closing, and subject to the limitations set forth in this Article X, the Buyer shall indemnify, defend and hold harmless each Seller Indemnified Party against, and pay to each Seller Indemnified Party the amount of all Losses incurred by, such Seller Indemnified Party resulting from, or arising out of any inaccuracy in or breach of any representation or warranty set forth in Article V, in the certificate delivered by the Buyer pursuant to Section 2.02(b)(ix), or in any other Transaction Agreement (b) Except (A) as expressly set forth in this Agreement or any other Transaction Agreement, or (B) in respect of Fraud, the Seller Indemnified Parties’ sole and exclusive remedy for all Losses for which they are entitled to indemnification under this Agreement arising out of a claim that may be made under Section 10.03(a), subject to the limitations herein, shall be (x) to recover directly against Buyer in accordance with this Article X and (y) limited to an amount equal to the Indemnification Escrow Amount in the aggregate. 10.04 Indemnification Procedures. (a) As soon as reasonably practicable after a Seller Indemnified Party or a Buyer Indemnified Party (each, as applicable, an “Indemnified Party”) becomes aware of any claim that it has under this Article X that could reasonably be expected to result in an indemnifiable Loss (an “Indemnification Claim”), and in any event within 30 days of any Third Party Claim 72 [[6907028]] being presented in writing to the Indemnified Party by the party making such claim, the Indemnified Party shall give written notice thereof (a “Claims Notice”) to the Unitholder Representative (on behalf of the Blocker Sellers and the Selling Securityholders) or the Buyer, as applicable (such party or parties responsible for the indemnification, the “Indemnifying Party”). For purposes of this Section 9.04, if the Seller Parties, collectively, comprise the Indemnified Party or Indemnifying Party, then in each such case all references to such Indemnified Party or Indemnifying Party, as the case may be, (except for provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Unitholder Representative acting on behalf of such Indemnified Party or Indemnifying Party, as applicable A Claims Notice must describe the Indemnification Claim in reasonable detail, and, to the extent then reasonably determinable by the Indemnified Party, indicate the amount (estimated in good faith) of the Loss that has been or may be suffered by the applicable Indemnified Party. Notwithstanding the foregoing, no delay in or failure to give a Claims Notice pursuant to this Section 10.04 will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve an Indemnifying Party of its obligation to indemnify the applicable Indemnified Party, except (i) if the Claims Notice is delivered to the Indemnifying Party after the applicable survival date in Section 10.01; or (ii) solely to the extent the Indemnifying Party can demonstrate that the Indemnifying Party is materially prejudiced thereby or such Claims Notice is not delivered prior to the applicable survival date in Section 10.01. (b) The Indemnifying Party shall respond to the Indemnified Party (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party delivers a Claim Response within the Response Period indicating that the Indemnifying Party disputes one or more of the matters identified in the Claims Notice, then (i) the Buyer and the Unitholder Representative shall promptly negotiate in good faith to settle the dispute and (ii) the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the matters identified in the Claims Notice and the Indemnified Party shall use reasonable best efforts to assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Buyer and the Unitholder Representative are unable to reach agreement within 30 days after the receipt of the Claim Response, or if the Indemnifying Party does not timely deliver a Claim Response during the Response Period to the Indemnified Party, then either the Buyer or the Unitholder Representative may resort to any and all available remedies in respect thereof, subject to the limitations set forth in this Article X. (c) In the event of any claim by a third party against an Indemnified Party for which indemnification is available hereunder (a “Third Party Claim”), the Indemnifying Party has the right to assume and conduct the defense of such claims at the Indemnifying Party’s sole expense with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party may control the defense only if: (i) the Third Party Claim does not involve criminal allegations or any current employees of the Company, (ii) the Third Party Claim is not one in which the Indemnifying Party is also a party and there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, (iii) the Indemnified Party has not been advised in writing by legal counsel that a conflict of interest exists such that the Indemnified Party and the Indemnifying Party may not be represented by the same

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73 [[6907028]] counsel under applicable legal ethical codes, (iv) the Third Party Claim is not brought by any Governmental Entity, (v) the matter that is the subject of the Third Party Claim does not seek the imposition of injunctive relief as the sole remedy involved in such Legal Proceeding and (vi) such Third Party Claim involves a claim for monetary damages in an amount that does not exceed the amount of Losses for which the Indemnifying Party would be obligated to provide indemnification under this Article X. If the Indemnifying Party has assumed such defense as provided in this Section 10.04(c) the Indemnifying Party will not be liable for any legal expenses subsequently incurred by any Indemnified Party in connection with the defense of such claim. If the Indemnifying Party does not assume the defense of any Third Party Claim in accordance with this Section 10.04(c), the Indemnified Party may defend such claim and the expenses of such defense shall be included in the Indemnified Party’s Losses to the extent the other Losses arising from such Third Party Claim are subject to indemnification hereunder, and the Indemnifying Party may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Party’s sole cost and expense. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 10.04(c); provided, that the Indemnified Party shall agree to any such settlement that the Indemnifying Party may recommend that by its terms (A) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, (B) releases the Indemnified Party completely and unconditionally from all liabilities and obligations in connection with such Third Party Claim, and (C) does not provide for any relief other than money damages and does not involve any finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the release of each Indemnified Party from all liabilities in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer within 10 days after its receipt, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of a Third Party Claim pursuant to this Section 10.04(c), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). All the Parties hereto shall use reasonable best efforts to cooperate in the defense or prosecution of any Third Party Claim. (d) Notwithstanding anything to the contrary herein, the provisions of Section 12.02 shall solely govern in respect of any Tax Contest. 10.05 Treatment of Indemnification Payments. All indemnification payments made hereunder shall be treated, to the extent permitted by Law, by all Parties as an adjustment of the Final Closing Consideration (but, for the avoidance of doubt, not an adjustment to Final Valuation). 74 [[6907028]] 10.06 Other Limitations. (a) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any fact, event, circumstance or condition that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Notwithstanding anything herein to the contrary, in no event shall the Buyer or any Buyer Indemnified Party be required to seek recovery from any customer, supplier, licensor or other Person with whom such Person has a material business relationship. (b) The amount of Losses that the Buyer Indemnified Parties (or any of them) may recover pursuant to Section 10.02 shall be reduced, on a dollar-for-dollar basis, by any amounts received by the Buyer Indemnified Parties (or any of them) in respect of the Losses forming the basis of such claim for recovery from a third party under any insurance policy (excluding the Representation and Warranty Policy) or other similar arrangement (net of any increases in premiums with respect thereto or other out-of-pocket expenses actually incurred in collecting such amount). (c) If, prior to the full release of the Indemnification Escrow Account pursuant to Section 10.07, a Buyer Indemnified Party recovers from a third party not affiliated with such Buyer Indemnified Party (excluding the Representation and Warranty Policy) any amount in respect of any Loss for which any release of any portion of the Indemnification Escrow Amount has been paid to (or made a payment on behalf of) a Buyer Indemnified Party pursuant to this Article X, such Buyer Indemnified Party shall deposit with the Escrow Agent the amount so recovered (net of any increases in premiums with respect thereto or other out-of-pocket expenses actually incurred in collecting such amount), but not in excess of any amount previously released from the Indemnification Escrow Amount to such Buyer Indemnified Party in respect of such claim. (d) In determining whether there existed a breach of or inaccuracy in any representation or warranty, and the amount of any Losses in respect of any such breach or inaccuracy, each representation and warranty contained in this Agreement shall be read without regard to any materiality, in any material respects, Material Adverse Effect or similar qualification contained in or otherwise applicable to such representation or warranty, in each case, other than with respect to the use of the defined term “Material Contract.” (e) Neither the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover for the same Loss amount more than once under this Article X or otherwise under this Agreement or any other Transaction Agreement, even if a claim for indemnification or otherwise in respect of such Loss has been made as a result of a breach of more than one covenant, agreement or representation or warranty contained in this Agreement or any other Transaction Agreement. No Losses may be claimed or recovered by any Buyer Indemnified Party to the extent that such Losses were actually included in the Final Closing Consideration (or any component thereof). (f) The right of (i) any Buyer Indemnified Party to seek indemnification pursuant to this Article X shall not be affected or deemed waived by reason of the fact that, based 75 [[6907028]] on any facts or circumstances known, or that should have been known, to the Buyer or any other Buyer Indemnified Party, such Buyer Indemnified Party or any of its representatives knew, or should have known, that any representation or warranty is, was or might be inaccurate and (ii) any Seller Indemnified Party to seek indemnification pursuant to this Article X shall not be affected or deemed waived by reason of the fact that, based on any facts or circumstances known, or that should have been known, to the Seller Parties or any other Seller Indemnified Party, such Seller Indemnified Party or any of its representatives knew, or should have known, that any representation or warranty is, was or might be inaccurate. 10.07 Indemnification Escrow Release. Upon the 12-month anniversary of the Closing Date, the Unitholder Representative and the Buyer shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to release the then-remaining balance in the Indemnification Escrow Account (less any amount which is subject to a then-outstanding claim; provided that such amount shall be released to the applicable Persons promptly following the resolution of any such claim) promptly to the Paying Agent for further disbursement to the Blocker Sellers and Selling Securityholders in accordance with the Payment Schedule, pursuant to the terms of this Agreement and the Escrow Agreement. All payments made to the Blocker Sellers and Selling Securityholders pursuant to this Section 10.07 shall be treated, to the extent permitted by Law, by all Parties as an adjustment of the Closing Consideration. 10.08 Exclusive Remedy. Except as set forth in Section 1.06, Section 12.01 and Section 15.18, the Representation and Warranty Policy, the other Transaction Agreements and in the case of Fraud, the Parties acknowledge and agree that, from and after Closing, their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement or the Transactions, shall be pursuant to the indemnification provisions set forth in this Article X. Nothing in this Section 10.08 shall limit any Person’s right to seek and obtain any specific performance, injunctive relief or other equitable relief to which any Person shall be entitled pursuant to Section 15.18 or to seek any remedy on account of any Fraud. ARTICLE XI TERMINATION 11.01 Termination. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of the Buyer and the Company; (b) by the Buyer, if any of the representations or warranties of the Company or the General Partner set forth in Article III or of the Initial AQ Unitholder, the Blockers or Blocker Sellers set forth in Article IV shall not be true and correct, or if any of the Company, the General Partner, the Initial AQ Unitholder, the Blocker GPs, the Blocker Sellers or the Blockers have failed to perform any covenant or agreement on the part of such Party, as applicable, set forth in this Agreement (including an obligation to consummate the Closing), such that the conditions to the Closing set forth in Section 9.02(a) through Section 9.02(f) would not be satisfied as of the Closing Date and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured within 76 [[6907028]] 20 Business Days after written notice thereof is delivered to the Company; provided, that the Buyer is not then in breach of this Agreement so as to cause the conditions to the Closing set forth in either Section 9.03(a) or Section 9.03(b) not to be satisfied as of the Closing Date; (c) by the Company, if any of the representations or warranties of the Buyer set forth in Article V shall not be true and correct, or if the Buyer has failed to perform any covenant or agreement on the part of the Buyer set forth in this Agreement (including an obligation to consummate the Closing), such that the conditions to the Closing set forth in either Section 9.03(a) or Section 9.03(b) would not be satisfied as of the Closing Date and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured within 20 Business Days after written notice thereof is delivered to the Buyer; provided, that none of the Company, the General Partner, the Initial AQ Unitholder, the Blocker GPs, the Blocker Sellers or the Blockers are then in breach of this Agreement so as to cause the conditions to the Closing set forth in Section 9.02(a) through Section 9.02(f) not to be satisfied as of the Closing Date; provided, further, that neither the failure of the representations or warranties set forth in Section 5.07 to be true and correct nor the failure by the Buyer to deliver the payments as required by Section 2.02(a), or the failure by the Buyer to make loans under the Buyer Note as required by Section 1.01(a), in each case, at the Closing (or the date on which the Closing would have occurred but for the breach of this Agreement by the Buyer), shall be subject to cure hereunder unless otherwise agreed to in writing by the Company; (d) by either the Buyer or the Company if any Governmental Entity issues an Order permanently enjoining, or otherwise prohibiting, the Transactions shall have become final and non-appealable; provided, that the Party seeking to terminate this Agreement pursuant to this Section 11.01(d) is not then in breach of this Agreement; or (e) by either the Buyer or the Company, if the Transactions shall not have been consummated on or prior to October 2, 2025 (such date, the “Outside Date”) and the terminating Party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Transactions on or before the Outside Date. 11.02 Effect of Termination. In the event this Agreement is terminated by either the Buyer or the Company as provided above, the provisions of this Agreement shall immediately become void and of no further force and effect (other than this Section 11.02, Section 12.01, Article XIV and Article XV, which shall survive the termination of this Agreement (other than the provisions of Section 15.18, which shall terminate)), and there shall be no liability on the part of any Party to one another, except for willful breaches of this Agreement prior to the time of such termination or for Fraud. For purposes of this Agreement, the failure to consummate the Closing pursuant to, and when required by, the terms of this Agreement shall constitute a willful breach hereunder. The Company may, on behalf of the Securityholders, petition a court to award damages in connection with any breach by the Buyer of the terms and conditions set forth in this Agreement and on behalf of the Securityholders and the Blocker Sellers, enforce such award and accept damages for such breach. No termination of this Agreement shall affect the obligations contained in the Company LPA, all of which obligations shall survive termination of this Agreement in accordance with their terms. For clarity, the terms of the Company LPA shall continue to survive any termination of this Agreement.

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77 [[6907028]] ARTICLE XII ADDITIONAL COVENANTS 12.01 Unitholder Representative. (a) Appointment. In addition to the other rights and authority granted to the Unitholder Representative elsewhere in this Agreement, upon and by virtue of the approval of the requisite Securityholders and the Blocker Sellers, and by receiving the benefits thereof, including any consideration payable hereunder, by executing this Agreement, a Support Agreement or a Repurchase Agreement, as applicable, each of the Securityholders and the Blocker Sellers collectively and irrevocably constitutes and appoints the Unitholder Representative as of the Closing as its agent, attorney-in-fact and representative for all purposes in connection with this Agreement and the agreements ancillary hereto, including to do any and all things and execute any and all documents which the Unitholder Representative determines may be necessary, convenient or appropriate to facilitate the consummation of the Transactions or otherwise to perform the duties or exercise the rights granted to the Unitholder Representative hereunder and under the agreements ancillary hereto, including: (i) execution of the documents and certificates pursuant to this Agreement; (ii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) giving or agreeing to, on behalf of all or any of the Securityholders or the Blocker Sellers, as applicable, any and all consents, waivers, amendments or modifications deemed by the Unitholder Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) amending this Agreement or any of the instruments to be delivered to the Buyer pursuant to this Agreement; (vi) (A) disputing or refraining from disputing, on behalf of each Securityholder and Blocker Seller relative to any amounts to be received by such Securityholder or Blocker Seller, as applicable, under this Agreement or any agreements contemplated hereby, any claim made by the Buyer under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each such Securityholder or Blocker Seller, as applicable, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) executing, on behalf of each such Securityholder or Blocker Seller, as applicable, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of each of the Securityholders and the Blocker Sellers in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto; provided, however, that: (I) any amendment, modification or waiver of this Agreement that has, or would have, a material and adverse effect on the rights, preferences or privileges of one Blocker Seller in a manner that is disproportionate (for the avoidance of doubt, other than with respect to each such Blocker Seller’s pro rata portion of the Closing Consideration and any Additional Consideration) to the manner in which the rights, preferences or privileges of each other Blocker Seller are affected, shall not be effective as to such Blocker Seller without the prior written consent of such Blocker Seller, (II) no amendment, modification, or waiver of the restriction on any insurer under the Representation and Warranty Policy seeking to or enforcing any subrogation rights it may have against any Blocker Seller or any Blocker Seller’s Non-Recourse Parties under Section 15.17 shall be effective as to such Blocker Seller or its Non-Recourse Parties without the prior written consent of such Blocker Seller, (III) no settlement agreement, release or other 78 [[6907028]] document executed on behalf of any Blocker Seller pursuant to Section 12.01(a)(vi)(C) that requires action or payment from, or contains any restrictions with respect to, such Blocker Seller shall be effective as to such Blocker Seller without the prior written consent of such Blocker Seller (provided, that, for the avoidance of doubt, settlements concerning disputes under Section 1.05 shall be exclusively governed by such section and shall not require the prior written consent of any Blocker Seller) and (IV) the Representative Amount shall not be increased without the prior written consent of each Blocker Seller. Notwithstanding anything in this Agreement to the contrary, the Unitholder Representative will not be required to take any actions hereunder prior to Closing. All fees and expenses related to the engagement of the Unitholder Representative (the “Engagement Fee”) shall be paid 50% by the Buyer and 50% by the Seller Parties by treating such percentage as a Seller Expense. (b) Authorization. Notwithstanding Section 12.01(a), the Unitholder Representative shall be entitled to seek such further authorization from those certain Seller Parties that execute the Unitholder Representative Agreement (the “Advisory Committee”) prior to acting on behalf of the Seller Parties. The appointment of the Unitholder Representative is coupled with an interest and shall be irrevocable by any Securityholder and any Blocker Seller in any manner or for any reason. This authority granted to the Unitholder Representative shall not be affected by the death, illness, dissolution, disability, incapacity or other inability to act of any principal pursuant to any applicable Law. Shareholder Representative Services LLC hereby accepts its appointment as the initial Unitholder Representative. (c) Actions by the Unitholder Representative; Resignation; Vacancies. The Unitholder Representative may resign from its position as the Unitholder Representative at any time by written notice delivered to the Buyer and the Advisory Committee. If there is a vacancy at any time in the position of the Unitholder Representative for any reason, such vacancy shall be filled by the majority vote in accordance with the method set forth in Section 12.01(b). (d) No Liability. All acts of the Unitholder Representative hereunder in its capacity as such shall be deemed to be acts on behalf of the Securityholders and the Blocker Sellers and not of the Unitholder Representative individually. The Unitholder Representative shall not have any liability for any amount owed to the Buyer pursuant to this Agreement, including Section 1.05 or Section 1.06. The Unitholder Representative shall not be liable to the Company, the Buyer, the Blocker Sellers, the Securityholders or any other Person in his, her or its capacity as the Unitholder Representative for any liability of a Securityholder, the Blocker Sellers or otherwise, or for anything which it may do or refrain from doing in connection with this Agreement or any other Transaction Agreement, except in the case of the Unitholder Representative’s gross negligence or willful misconduct as determined in a final and non-appealable judgment of a court of competent jurisdiction. The Unitholder Representative shall not be liable to the Securityholders or the Blocker Sellers in his, her or its capacity as the Unitholder Representative, for any liability of a Securityholder or a Blocker Seller or otherwise, or for any error of judgment, or any act done or step taken or omitted by it in good faith, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement or any other Transaction Agreement, except to the extent of the Unitholder Representative’s gross negligence or willful misconduct as determined in a final and non-appealable judgment of a court of competent jurisdiction. The Unitholder Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its 79 [[6907028]] duties or rights hereunder, and it shall incur no liability in its capacity as the Unitholder Representative to the Buyer, the Company, the Blocker Sellers, the Securityholders or any other Person and shall be fully protected with respect to any action taken, omitted or suffered by it in good faith in accordance with the advice of such counsel. The Unitholder Representative shall not by reason of this Agreement have a fiduciary relationship in respect of any Securityholder or the Blocker Seller. (e) Indemnification; Expenses. The Unitholder Representative may use the Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Unitholder Representative acting in its capacity as such. Without limiting the foregoing, each Securityholder and Blocker Seller shall, based on their respective Pro Rata Share thereof (provided, that the indemnification provided to the Unitholder Representative shall in all cases sum to 100% coverage), indemnify the Unitholder Representative against any losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the fraud, gross negligence or willful misconduct by the Unitholder Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction), the Unitholder Representative will reimburse the Seller Parties the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Unitholder Representative by any Seller Party, Representative Losses may be recovered by the Unitholder Representative from (i) the funds in the Representative Amount due to such Seller Party and (ii) any other funds that become payable to such Seller Party under this Agreement at such time as such amounts would otherwise be distributable to such Seller Party; provided, that, while the Unitholder Representative may be paid from the aforementioned sources of funds, this does not relieve any Seller Party from its obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Unitholder Representative be required to advance its own funds on behalf of the Seller Parties or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Seller Parties set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Unitholder Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Unitholder Representative or the termination of this Agreement. Any expenses or taxable income incurred by the Unitholder Representative in connection with this Agreement or any other Transaction Agreement shall not be the personal obligation of the Unitholder Representative but shall be payable by and attributable to the Securityholders and Blocker Sellers based on each such Securityholder’s or Blocker Seller’s Pro Rata Share. The Unitholder Representative may also from time to time submit invoices to the Securityholders and Blocker Sellers covering such expenses and liabilities, which shall be paid by the Securityholders and Blocker Sellers promptly following the receipt thereof based on their respective Pro Rata Share. 12.02 Certain Tax Matters. (a) Tax Returns. 80 [[6907028]] (i) The Buyer shall prepare, or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns (including Pass-Through Tax Returns) of the Group Companies and the Blockers for Pre-Closing Tax Periods (including any Straddle Period) that are required to be filed after the Closing Date (the “Buyer Prepared Tax Returns”). The Buyer shall provide the Unitholder Representative with a draft of any such Buyer Prepared Tax Returns that is a Pass-Through Tax Return and other material Tax Return for the Unitholder Representative’s review and comment at least 30 days prior to the due date thereof giving effect to any extensions thereto (except where such 30-day period is not practical, in which case as soon as practical). The Buyer shall incorporate any reasonable comments of the Unitholder Representative on such Buyer Prepared Tax Returns with respect to the Pre-Closing Tax Period of such Buyer Prepared Tax Return received within 20 days of the Unitholder Representative receiving a draft of such Tax Return (except where such 20-day period is not practical, in which case as soon as practical). (ii) The Buyer shall prepare the Pass-Through Tax Returns for any Straddle Period using the interim closing method under Treasury Regulation Section 1.706-4(a)(3)(iii). (iii) The Buyer shall make, or cause to be made, an election under Section 754 of the Code (or any comparable provision of applicable law) on the U.S. federal income Tax Return (or any other applicable Tax Return) of any Group Company that is treated as a partnership for U.S. federal income tax purposes during the taxable period that includes the Closing Date, unless such election already is in effect for such taxable period. (iv) To the maximum extent allowed under applicable Law, all Transaction Tax Deductions or other payments economically borne by the Securityholders or Blocker Sellers pursuant to this Agreement shall be allocated to a Pre-Closing Tax Period, and any items of income, gain, loss and deduction attributable to transactions outside the Ordinary Course of Business after the time of the Closing shall not be taken into account in a Pre-Closing Tax Period. All Buyer Prepared Tax Returns shall be prepared and filed in a manner consistent with this Section 12.02(a)(iv). (b) Straddle Period. For purposes of determining Taxes of the Group Companies pursuant to this Agreement, in the case of any Straddle Period, the amount of any Taxes not based upon or measured by income or gain, proceeds, receipts, sales, activities, transactions or the level of any item for the portion of the Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Tax period, multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. The amount of any other Taxes for a Straddle Period that relate to the portion of the Tax period ending on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Tax period of any pass-through entity for applicable Tax purposes in which a member of the Group Companies directly or indirectly holds an interest shall be deemed to terminate at such time); provided, however, that any item determined

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81 [[6907028]] on an annual or periodic basis relating to property owned by the Group Companies prior to Closing (such as deductions for depreciation or real estate Taxes) shall be apportioned on a daily basis. (c) Post-Closing Actions. Without the prior written consent of the Unitholder Representative (not to be unreasonably withheld, conditioned or delayed), the Buyer shall not, and shall cause its Affiliates (including, after the Closing, the Group Companies) not to, (i) re-file, supplement or amend any Tax Return of the Group Companies and the Blockers for a Pre-Closing Tax Period (including any Straddle Period); (ii) file any ruling or request with any Governmental Entity with respect to any Tax Return of the Group Companies and the Blockers for a Pre-Closing Tax Period (including any Straddle Period); (iii) make or initiate any voluntary contact with any Governmental Entity (including any voluntary disclosure agreement or similar process) with respect to the filing of any Tax Return of the Group Companies and the Blockers for a Pre-Closing Tax Period (including any Straddle Period), including in any jurisdictions where a Group Company or Blocker did not file a Tax Return; (iv) make or change any Tax election or accounting method that relates to, or is retroactive to, any Tax Return of the Group Companies and the Blockers for a Pre-Closing Tax Period (including any Straddle Period); or (v) extend or waive the applicable statute of limitations with respect to a Tax of the Group Companies and the Blockers that relates to Tax Return for a Pre-Closing Tax Period (including any Straddle Period), in each case, to the extent the same would reasonably be expected to (A) materially impact Taxes of the Securityholders (or their direct or indirect owners) or (B) result in an indemnity obligation of the Selling Securityholders or the Blocker Sellers under Article X. The Buyer shall not, and shall not permit any of its Affiliates to, make any election under Sections 336 or 338 of the Code (or election to similar effect) with respect to the Transactions. (d) Tax Contests. (i) From the date hereof until the earlier of the termination of this Agreement and the Closing, the Company, the Seller Parties or the Blocker Sellers shall, following the receipt of a notice, notify the Buyer of any material Tax-related audit, claim, Action, investigation, assessment or other proceeding that is or becomes pending against or with respect to any Group Company or the Blockers, as applicable. (ii) The Buyer shall notify the Unitholder Representative and the Unitholder Representative shall notify the Buyer, in each case, promptly following the receipt of any notice, or becoming aware of any audit or other similar examination with respect to any Tax Return of any Group Company or the Blockers for a Pre-Closing Tax Period (including any Straddle Period) that is reasonably expected to (i) materially impact Taxes of the Securityholders (or their direct or indirect owners) or (ii) result in an indemnity obligation of the Selling Securityholders or the Blocker Sellers under Article X (each, a “Tax Contest”). The Buyer shall be entitled to control the conduct of any Tax Contest (at the sole cost and expense of the Buyer) and shall (A) allow the Unitholder Representative to, at the Seller Parties’ sole cost and expense, have the right to participate in such Tax Contest (including in any material in-person or telephonic conferences and in preparing any material written submissions), (B) keep the Unitholder Representative reasonably apprised of the progress of such Tax Contest, (C) conduct such Tax Contest diligently and in good faith and without regard to any indemnity obligation of the Selling Securityholders and (D) not settle compromise, litigate, or otherwise dispose of any item 82 [[6907028]] subject to such Tax Contest without the Unitholder Representative’s prior written consent (not to be unreasonably withheld, conditioned or delayed). This Section 12.02(d)(i) shall not apply to a Pre-Closing Partnership Audit, which shall be governed by Section 12.02(d)(ii). (iii) The Unitholder Representative shall be entitled to control the conduct of any Tax audit or other proceeding of the Group Companies governed by the Partnership Tax Audit Rules that relates to a Pre-Closing Tax Period or Straddle Period (each, a “Pre-Closing Partnership Audit”). The Unitholder Representative shall (A) allow the Buyer to, at its sole cost and expense, have the right to participate in a Pre-Closing Partnership Audit (including in any material in-person or telephonic conferences and in preparing any material written submissions), (B) keep the Buyer reasonably apprised of the progress of such Pre-Closing Partnership Audit, and (C) not settle compromise, litigate, or otherwise dispose of any item subject to such Pre-Closing Partnership Audit without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed); provided, however, that Buyer shall have the right to make, or to cause the applicable Group Company to make, a Push-Out Election in connection with such Pre-Closing Partnership Audit pursuant to Section 12.02(d)(iv). With respect to any Pre-Closing Partnership Audit, notwithstanding any provision of the A&R Company LPA (or the governing documents of any Group Company) to the contrary, to the maximum extent permitted by Law, the Parties agree that if the “partnership representative” of any Group Company receives notice of such Pre-Closing Partnership Audit, the “partnership representative” shall, and the Seller Parties shall cause the “partnership representative” to, promptly notify the Buyer and the Unitholder Representative of such Pre-Closing Partnership Audit. The Unitholder Representative may elect to control such Pre-Closing Partnership Audit pursuant to this Section 12.02(d)(iii) by written notice to the Buyer. If the Unitholder Representative elects not to control such Pre-Closing Partnership Audit pursuant to this Section 12.02(d)(iii), (x) the “partnership representative” of the applicable Group Company shall, and the Seller Parties shall cause the “partnership representative” to, resign as soon as reasonably practicable in accordance with Treasury Regulation Section 301.6223-1(d) (and any similar provision of state or local Law), (y) the Seller Parties shall cooperate with the applicable Group Company and the Buyer to designate a new “partnership representative” selected by the Buyer and (z) prior to such resignation, the “partnership representative” of the applicable Group Company shall not, and the Seller Parties shall cause the “partnership representative” not to, take an action that would reasonably be expected to impair or compromise the conduct of such Pre-Closing Partnership Audit or otherwise impede the right of Buyer to control such Tax Contest as provided in this Section 12.02(d)(iii). (iv) Notwithstanding anything in this Agreement or any other Organizational Documents to the contrary, the Buyer may make, or cause to be made, an election under Section 6226(a) of the Code with respect to any Pre-Closing Tax Period (including any Straddle Period) of any Group Company for which the Partnership Tax Audit Rules apply (a “Push-Out Election”). 83 [[6907028]] (e) Tax Refunds. (i) Except to the extent included as an asset in the calculation of the Final Valuation, the Securityholders and Blocker Sellers shall be entitled to fifty percent (50%) of any Tax Refund (A) of Taxes paid by the Group Companies with respect to any Pre-Closing Tax Period, (B) that equals or exceeds $35,000 and (C) that the Group Companies become entitled to or receive within 12 months of the Closing Date, except to the extent such Tax Refund arises as the result of a carryback of a loss or other Tax benefits from a Tax period (or portion thereof) beginning after the Closing Date; provided, that the aggregate amount of Tax Refunds that the Securityholders and Blocker Sellers shall be entitled to under this Section 12.02(e) shall not exceed the Indemnification Escrow Amount. (ii) The Buyer shall pay, or cause to be paid, to the Paying Agent (for the benefit of, and further distribution to the Securityholders or the Blocker Sellers, as applicable, any amount of Tax Refunds (net of the Buyer’s or the Group Companies’, as applicable, reasonable out-of-pocket costs and expenses to obtain such refunds, including Taxes) to which the Securityholders or the Blocker Sellers are entitled to pursuant to Section 12.02(e)(i) within five Business Days of the receipt of the applicable Tax Refund in cash (or as an actual reduction of Taxes owed) by the Buyer or its Affiliates (including the Group Companies). The Buyer and its Affiliates (including the Group Companies) shall request a Tax Refund in cash (rather than a credit against future Taxes) with respect to all Pre-Closing Tax Periods and shall take all steps reasonably required to apply for and obtain any Tax Refund described in Section 12.02(e)(i) in cash, including using all available short-form or accelerated procedures, including IRS Form 4466, to request such Tax Refunds. If a Tax Refund paid to a Securityholder or a Blocker Seller pursuant to this Section 12.02(e)(ii) subsequently is disallowed by any taxing authority, the Securityholder or Blocker Seller, as applicable, shall promptly pay, or cause to be paid, the amount of such disallowed Tax Refund to the Buyer or the Group Companies, as applicable. (f) Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) (such Taxes, fees and charges, “Transfer Taxes”) incurred in connection with consummation of the Transactions other than the Pre-Closing Reorganization shall be borne 50% by the Buyer and 50% by the Seller Parties. The Buyer shall pay when due such Transfer Taxes and shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes (and, for the avoidance of doubt, such Transfer Taxes shall not be deemed Seller Expenses or Transaction Expenses hereunder). The Seller Parties shall promptly reimburse the Buyer for (i) any Transfer Taxes borne by the Seller Parties pursuant to this Section 12.02(f) and (ii) 50% of any expenses of the Buyer related to the preparation and filing of any necessary Tax Returns and other documentation with respect to such Transfer Taxes. Notwithstanding anything to the contrary in this Section 12.02(f), Transfer Taxes arising from the Pre-Closing Reorganization shall be borne wholly by the Seller Parties and the Seller Parties shall pay when due all such Transfer Taxes and shall, at the expense of the Seller Parties, file all necessary Tax Returns and other documentation with respect to such Transfer Taxes. 84 [[6907028]] (g) Cooperation. The Buyer and the Unitholder Representative (to the extent of information in their possession) shall cooperate fully, and to the extent reasonably requested, in connection with (i) the filing of Tax Returns and (ii) any audit, litigation or other proceeding with respect to Taxes and Tax Returns. Such cooperation shall include the retention, and (upon the other Party’s request) the provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, that the Party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the Party providing such assistance; provided, further, that no Party shall be required to provide assistance at times or in amounts that would interfere unreasonably with the business and operations of such Party. (h) Withholding Certificates. On or prior to Closing, (i) the Company shall provide to the Buyer a certification by each Blocker and a notice to the IRS meeting the requirements of Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), and (ii) each Securityholder shall provide to the Buyer a duly executed IRS Form W-9; provided, however, that the Buyer’s sole recourse against the failure to provide any documents described in this Section 12.02(h) shall be to withhold Taxes in accordance with Section 1.08. (i) Intended Tax Treatment. The Parties agree that (i) any distribution of cash (by redemption or otherwise) from the Blockers in connection with the Transactions will be integrated with the Blocker Equity Purchases under the principles of Zenz v. Quinlivan, 213 F.2d 914 (6th Cir. 1954) and treated as sale or exchange transactions governed by Section 302(b) of the Code, (ii) the purchase and acquisition by the Buyer of the Primary Units and purchase and acquisition by the Company of the Aggregate Equity-Financed Repurchased Units will be treated as a disguised sale of the Aggregate Equity-Financed Repurchased Units under Section 707 of the Code, (iii) neither the Initial AQ Unitholder, nor the members of the Initial AQ Unitholder, nor the AFSF V Blocker will be treated as recognizing gain under Section 731 of the Code as a result of the Aquiline Debt-Financed Repurchase or the subsequent distribution by the Initial AQ Unitholder to its members of their pro rata shares of the Aquiline First Repurchase Payment (including by reason of Section 752 of the Code), in each case, to the extent such distributions are not in excess of the tax basis of the applicable distributee, and (iv) the Aggregate Debt-Financed Repurchase will not be treated as giving rise to a distribution to which Section 751(b) of the Code applies. (j) Purchase Price Allocation. (i) The Final Closing Consideration, and all other items required under the Code, and excluding any such amounts attributable to the Blocker Sellers, shall be allocated among the assets of the Company for Tax purposes in accordance with Sections 755 and 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non U.S. Law, as appropriate). The Unitholder Representative shall prepare a statement setting forth such allocation (the “Purchase Price Allocation Statement”), which shall be prepared in accordance with the principles set forth on the Purchase Price Allocation Schedule attached hereto as Exhibit D (the “Purchase Price Allocation Schedule”). In connection with the Unitholder Representative’s preparation of the Purchase Price Allocation Statement, the Buyer and the Company shall use

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85 [[6907028]] commercially reasonable efforts to facilitate the Unitholder Representative’s utilization of the Company’s existing tax return preparation firm(s) (the “Accounting Firm”), including (i) providing reasonable access to the Company’s books and records and accounting staff and (ii) taking such reasonable steps as may be necessary to cause the Accounting Firm to take direction from the Unitholder Representative. The Unitholder Representative shall deliver the Purchase Price Allocation Statement to the Buyer within 60 days after the Final Closing Consideration is finally determined pursuant to Section 1.05. The Buyer shall have 60 days after receipt of the Purchase Price Allocation Statement within which to review and consent to the Unitholder Representative’s determination. If the Buyer does not object in writing to the Purchase Price Allocation Statement during such period, it shall become the “Purchase Price Allocation.” If the Buyer objects in writing during such period, then the Unitholder Representative and the Buyer shall cooperate in good faith to resolve any disputed items for 30 days following the Buyer’s objection. If the Unitholder Representative and the Buyer cannot resolve such disputed items within the 30 days following the Buyer’s objection, the Unitholder Representative and the Buyer shall submit the unresolved disputed items to the Dispute Resolution Expert for resolution in accordance with the principles of Section 1.05. Once the Purchase Price Allocation is finalized in accordance with the above procedures, it shall be binding upon the parties for all Tax purposes. The Parties shall report, act and file Tax Returns (including IRS Forms 8308 and the informational statements required pursuant to Treasury Regulation Section 1.751- 1(a)(3)) in all respects and for all purposes consistent with the Purchase Price Allocation. The Parties shall not take, or permit their Affiliates to take, any position (whether on any Tax Return or otherwise) that is inconsistent with the Purchase Price Allocation unless required to do so by applicable Law; provided, however, that this Section 12.02(i) shall not be construed as requiring any Party to litigate a disputed position before any court. (ii) Notwithstanding anything herein to the contrary, any subsequent adjustments or amounts properly treated as adjustments to the purchase price shall be incorporated into the Purchase Price Allocation as mutually agreed to by the Unitholder Representative and the Buyer in accordance with the underlying Purchase Price Allocation Schedule. 12.03 Notification. From the date hereof until the earlier of the termination of this Agreement and the Closing, if after the date of this Agreement the Buyer, the Company, the Initial AQ Unitholder, either Blocker, either Blocker Seller or either Blocker GP has knowledge of any fact or condition that constitutes (i) a breach of any representation or warranty made by it contained in this Agreement or (ii) a breach or failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by it under this Agreement, in each case, that would cause the conditions set forth in Section 9.02 or Section 9.03, as applicable, not to be satisfied as of the Closing Date, such Party shall promptly disclose to the other Parties such breach; provided, that (A) no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the parties under this Agreement, (B) any failure to give any such notification shall not in and of itself be deemed to constitute the failure of any condition set forth in Section 9.02 or Section 9.03, as applicable, to be satisfied and (C) any failure to give any such notification required by the foregoing clause (i) shall not, in and of itself, give rise to a claim for a failure to comply with or satisfy any covenant or agreement in respect of the underlying breach or failure to be true and correct of the representation or warranty. 86 [[6907028]] 12.04 Release. (a) Effective as of the Closing, each of the Buyer, the Group Companies, the Blockers and their respective Affiliates, successors and assigns, hereby fully and unconditionally releases, acquits and forever discharges the Group Companies, the Initial AQ Unitholder, the Blocker Sellers, each holder of Units and each of their respective Affiliates, and each of any such Person’s respective former, current and future equityholders, controlling persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, or assignees (collectively, the “Buyer Released Persons”) from any and all manner of actions, causes of actions, claims, obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether at law or in equity, to the extent arising out of or relating to or accruing from the Seller Parties’ ownership of, or any such Buyer Released Persons’ service as a director or manager of, any Group Company or any Blocker prior to the Closing, except for any of the foregoing to the extent (i) set forth in this Agreement or the other Transaction Agreements or (ii) arising out of Fraud. (b) Effective as of the Closing, each of the Seller Parties and their respective Affiliates, successors and assigns, hereby fully and unconditionally releases, acquits and forever discharges the Buyer, the Group Companies, the Blockers and each of their respective Affiliates, and each of any such Person’s respective former, current and future equityholders, controlling persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, or assignees (collectively, the “Seller Released Persons” and, together with the Buyer Released Persons, the “Released Persons”) from any and all manner of actions, causes of actions, claims, obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether at law or in equity, to the extent arising out of or relating to or accruing from the Seller Parties’ ownership of, or any such Seller Released Persons’ service as a director or manager of, any Group Company or any Blocker prior to the Closing, except for any of the foregoing to the extent (i) set forth in this Agreement or the other Transaction Agreements, (ii) relating to rights of the D&O Indemnified Parties to indemnification, exculpation and advancement of expenses existing as of the date of this Agreement, as provided in any Blocker’s or any Group Company’s Organizational Documents in effect as of the date hereof, (iii) relating to accrued but unpaid compensation, perquisites or other benefits due to an employee of, or vendor or independent contractor to, the Seller Released Person by any Group Company, or (iv) arising out of Fraud. 12.05 Disclosure Schedules. All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, Section or subsection of the Disclosure Schedules referenced by a particular Section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other Section and subsection in this Agreement, if (and only if) (i) the relevance of such disclosure to such other Section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference, or (ii) such item is cross-referenced in such part, subpart, Section or subsection of the Disclosure 87 [[6907028]] Schedules. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of any Party’s representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the Transactions requires the consent of or notice to any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by any Party that such item meets any or all of the criteria set forth in this Agreement for inclusion on the Disclosure Schedules. No reference on the Disclosure Schedules to any Contract shall be construed as an admission or indication that such Contract is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such Contract. No disclosure on the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters may be set forth for informational purposes and do not necessarily include other matters of a similar nature. The specification of any dollar amount in the representations or warranties contained in this Agreement or included in the Disclosure Schedules is not, in and of itself, intended to imply that such amounts, or higher or lower amounts or other items, are or are not material, and no party shall use the fact of the setting of such amounts in any dispute or controversy as to whether any obligation, item or matter not described therein or included in the Disclosure Schedules is or is not material for purposes of this Agreement. The headings of the Disclosure Schedules are for convenience of reference only and shall not be deemed to expand or limit the effect of the disclosures contained in the Disclosure Schedules or to expand or limit the scope of the information required to be disclosed in the Disclosure Schedules. The descriptions of agreements and documents in the Disclosure Schedules are summaries only and are qualified in their entirety by the specific terms of such agreements or documents. Capitalized terms used on the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. ARTICLE XIII GUARANTEE FROM THE GUARANTOR 13.01 Guarantee. (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Seller Parties, as primary obligor and not merely as a surety, (i) the due and punctual payment of all monetary obligations of the Buyer under this Agreement and the other Transaction Agreements to which the Buyer is a party and (ii) the full and complete performance of all covenants and agreements of the Buyer and WM Phoenix GP under this Agreement and the other Transaction Agreements to which the Buyer is a party (the obligations of the Guarantor specified in clauses (i) and (ii) above, collectively, the “Guaranteed Obligations”). 88 [[6907028]] (b) The guarantee contained in this Article XIII shall remain in full force and effect until all of the Guaranteed Obligations shall have been indefeasibly paid, observed, performed, satisfied by payment and discharged in full. 13.02 Nature of Guarantee. The Guarantor guarantees that the Guaranteed Obligations will be duly and punctually paid and performed in accordance with the terms of this Agreement and the other Transaction Agreements to which the Buyer is a party. If for any reason the Buyer shall fail or be unable to duly and punctually pay or perform, or cause to be duly and punctually paid or performed, the Guaranteed Obligations as and when the same shall become due and payable, the Guarantor shall, subject to the terms and conditions of this Article XIII, forthwith duly and punctually pay or perform, or cause to be duly and punctually paid or performed, such Guaranteed Obligations. The Guarantor further agrees that the guarantee contained in this Article XIII (the “Guarantee”) constitutes a guarantee of payment and performance when due and not of collection and is in no way conditioned or contingent upon any attempt to collect from the Company. The Guarantor acknowledges and agrees that (a) the Company may bring and prosecute a separate action or actions against the Guarantor in respect of the payment, performance and discharge of the Guaranteed Obligations, regardless of whether an action is brought against the Buyer or whether the Buyer is joined in any such action or actions, and (b) the Company is not obligated to file any claim relating to the Guaranteed Obligations in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment hereunder is rescinded or returned for any reason, the Guarantor shall remain liable hereunder as if such payment had not been made. 13.03 Changes in Obligations; Certain Waivers. (a) The Guarantor agrees that the Buyer may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment, performance or discharge of any of the Guaranteed Obligations, and may also make any agreement with the Company or any other Person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of this Agreement or any agreement between the Buyer and the other Parties or any such other Person without in any way affecting the Guarantor’s obligations under the Guarantee or the validity or enforceability of the Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure or delay on the part of the Company to assert any claim or demand or to enforce or exhaust any right, remedy, privilege or power against the Buyer or any other Person; (ii) any change in the time, place or manner of payment, performance or discharge of any of the Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (iii) the addition, substitution or release of the Buyer or any other Person; (iv) any change in the legal existence, structure or ownership of the Buyer or any other Person; (v) any insolvency, bankruptcy, dissolution, receivership, reorganization or other similar proceeding affecting the Buyer or any other Person; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against the Buyer or the Company or any of its Affiliates, whether in connection with the Guaranteed Obligations or otherwise, except as expressly provided in this

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89 [[6907028]] Agreement; (vii) the adequacy of any means the Company may have of obtaining payment, performance or discharge in respect of the applicable Guaranteed Obligations or (viii) the value, genuineness, validity, regularity, illegality or enforceability of this Agreement or any other agreement or instrument referred to herein or therein. To the fullest extent permitted by Law, the Guarantor hereby irrevocably and expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. The Guarantor irrevocably and expressly waives in advance promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any obligations incurred and all other notices of any kind (except for notices to be provided in accordance with this Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium or other similar Law now or hereafter in effect or any right to require the marshalling of assets of the Buyer or any other Person and all suretyship defenses generally (other than defenses to the payment of the applicable Guaranteed Obligations that are available to the Buyer under this Agreement or breach by the Company of the Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in the Guarantee are knowingly made in contemplation of such benefits. (b) The Guarantor hereby covenants and agrees that it shall not directly or indirectly institute, and shall cause its Affiliates not to institute, any proceeding asserting or assert as a defense in any proceeding, and shall cause its Affiliates not to directly or indirectly institute any proceeding asserting or assert as a defense in any proceeding, in each case, solely with respect to this Guarantee, (i) that (x) the Company has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or equity or (ii) the illegality, invalidity or unenforceability in accordance with its terms of the Guarantee. (c) Unless and until all applicable amounts payable by the Guarantor under the Guarantee shall have been paid in full in immediately available funds, the Guarantor hereby unconditionally and irrevocably waives, and agrees not to exercise, any rights that it may now have or hereafter acquire against the Company or any other person that arise from the existence, payment, performance, discharge or enforcement of the Guarantor’s obligations under or in respect of this Guarantee or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against the Buyer or any other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Buyer or any other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and the Guarantor shall not exercise any such rights. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable by the Guarantor under the Guarantee, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be promptly paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable, or thereafter to become payable, by the Guarantor under the Guarantee. 90 [[6907028]] 13.04 Representations and Warranties of the Guarantor. Solely for the purpose of this Article XIII, the Guarantor represents and warrants to the Company as follows: (a) Organization. The Guarantor is an exempted limited company duly organized, validly existing and in good standing under the laws of Bermuda, has all requisite power and authority necessary to carry on its business as it is now being conducted and to own, lease and operate its assets and properties in all material respects. (b) Corporate Authorization and No Contravention. The Guarantor has all corporate power and authority necessary to execute and deliver this Agreement and to perform its obligations in connection with the Guarantee. The execution and delivery of this Agreement and the performance of the obligations under the Guarantee have been duly and validly authorized by the board of directors of the Guarantor and no other proceedings on the part of the Guarantor are necessary to authorize this Agreement or the performance of the Guarantor’s obligations under the Guarantee and does not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its Organizational Documents or (iii) any material agreement, material Contract, order or other material instrument to which it is a party or its property is subject, except where such contravention or default would not, and would not reasonably be expected to, affect the ability of the Guarantor to perform its obligations under this Agreement. (c) Binding Effect. This Guarantee constitutes a valid and binding agreement of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to the application of the Bankruptcy and Equity Exceptions. (d) No Consent Required. Assuming the accuracy of the representations and warranties of the Company and the General Partner set forth in Section 3.03(b) and of the Initial AQ Unitholder, the Blocker Sellers and the Blockers set forth in Section 4.02(b), no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Guarantor in connection with the execution and delivery of this Agreement by the Guarantor, except such consents, approvals, orders, authorizations, actions, registrations, declarations, waivers, filings and notices the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to affect the ability of the Guarantor to perform its obligations under this Agreement. (e) Financial Capacity. The Guarantor has, and at all relevant times will have, the financial capacity to pay, perform and discharge its obligations under this Guarantee, and immediately available funds necessary for the Guarantor to fulfill its obligations under this Guarantee shall be available to the Guarantor for so long as this Guarantee shall remain in effect in accordance with this Article XIII. 13.05 Sole Obligation of the Guarantor. Other than Section 15.17, this Article XIII contains the only provisions in this Agreement that are applicable to the Guarantor. The Guarantor shall not have any obligations under this Agreement other than those expressly set forth in this Article XIII. 91 [[6907028]] ARTICLE XIV DEFINITIONS 14.01 Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: “A&R Company LPA” means the Fourth Amended & Restated Limited Partnership Agreement of the Company, in the form attached hereto as Exhibit B (together with such revisions agreed to by the Company and the Buyer), to be entered into by the Company, the General Partner, the WM Phoenix GP, each of the Rolling Securityholders, the Buyer, AFSF V Blocker, Co-Invest Blocker and AFSF V AIV as of the Closing. “A&R Shared Blocker LPA” means the Amended & Restated Limited Partnership Agreement of the AFSF V Blocker, which shall contain the principal terms set forth on Exhibit I, to be entered into by the AFSF V Blocker Seller, the AFSF V Blocker GP, the Shared Blocker GP and the Buyer as of the Closing. “A&R WM Phoenix GP LLCA” means the First Amended & Restated Limited Liability Company Agreement of the WM Phoenix GP, in the form attached hereto as Exhibit C (together with such revisions agreed to by the Company and Buyer), to be entered into by the Company and the WM Phoenix GP as of the Closing. “Accounting Principles” means (i) the accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) set forth on Exhibit G; (ii) to the extent not inconsistent with clause (i) and GAAP, the accounting principles, practices, procedures, policies and methods used and applied by the Group Companies in the preparation of the audited Financial Statements as of December 31, 2024; and (iii) to the extent not inconsistent with clauses (i) or (ii), GAAP as in effect as of the date hereof. “Additional Consideration” means, as of any date of determination, without duplication, any purchase price adjustments arising under Section 1.06 or any release from the Indemnification Escrow Account pursuant to Section 10.07 payable to the Selling Securityholders and the Blocker Sellers (including, if applicable, the Escrow Excess Amount), plus the amount, if any, of the Representative Amount returned to the Selling Securityholders or the Blocker Sellers by the Unitholder Representative pursuant to Section 1.03. “Additional Unit Consideration” means, with respect to any Aggregate Repurchased Unit or any Blocker Unit indirectly included in the Blocker Equity Purchase outstanding immediately prior to the Closing, an amount equal to that portion of such Additional Consideration that would be distributed in respect of such Unit if such Additional Consideration was distributed by the Company to the holders of such Units (assuming there were no other outstanding Units) as of immediately prior to the Closing (but after a hypothetical distribution of the Closing Valuation (minus the Escrow Amount and Representative Amount) and any other Additional Consideration previously paid to the Selling Securityholders and Blocker Sellers) in accordance with Section 4.1 of the Company LPA, after giving effect, in the case of Vested 92 [[6907028]] Incentive Units, to any acceleration of vesting required in connection with the Closing and the applicable threshold amount of the Vested Incentive Units. The aggregate Additional Unit Consideration of all such Units outstanding immediately prior to the Closing will be equal to the Additional Consideration. “Adjusted Closing Payment” means (a) the Closing Payment plus (b) the $50,000,000. “Adjusted Closing Unit Valuation” means, with respect to any Unit, an amount equal to that portion of the consideration that would be distributed in respect of such Unit if consideration equal to the Adjusted Closing Valuation was distributed by the Company to the holders of Units as of the Closing in accordance with Section 4.1 of the Company LPA, after giving effect, in the case of Vested Incentive Units, to any acceleration of vesting required in connection with the Closing and the applicable threshold amount of the Vested Incentive Units; provided, however, for the avoidance of doubt, that the Primary Units shall not be taken into account. “Adjusted Closing Valuation” means the Closing Valuation calculated by disregarding the impact of the Closing Date Debt Financing and the Aggregate Debt-Financed Repurchases. “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. Except for purposes of Sections 3.18, 4.09, 6.01(a)(2)(xviii) or 6.04, “Affiliate” shall not include any portfolio company of any fund (as each such term is commonly used in the private equity business and, for clarity, is distinct from Subsidiaries) advised or managed by Aquiline Capital Partners LP. “AFSF V Blocker Sale Percentage” means the quotient (expressed as a percentage) obtained by dividing (a) the number of Blocker Units directly held by AFSF V Blocker immediately following the Pre-Closing Reorganization by (b) the aggregate number of Blocker Units, directly or indirectly, held by AFSF V Blocker following the Pre-Closing Reorganization, including such Blocker Units directly held by AFSF V AIV. As of the date hereof, the AFSF V Blocker Sale Percentage based on Annex B and the Payment Schedule is 56.95%. “Aggregate Participating Units” means the aggregate number of Participating Units. “Antitrust Laws” means any federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition. “Aquiline Letter Agreement” means the letter agreement, dated as of the Closing Date, among the Company, the WM Phoenix GP, the Buyer, WM Clay, the Guarantor, AFSF V Blocker, AFSF V Blocker Seller, AFSF V AIV and the Initial AQ Unitholder, in the form attached hereto as Exhibit J.

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93 [[6907028]] “Base Valuation” means $605,000,000 minus the sum of (a) the gross purchase price with respect to any Permitted Disposition consummated after the date hereof and prior to the Closing less (b) the aggregate transaction expenses paid or payable by the Group Companies in connection with the Permitted Disposition (including the aggregate amount of the severance obligations of the Group Companies related thereto or incurred in connection therewith). “Business Day” means a day which is neither a Saturday or Sunday, nor any other day on which banking institutions in New York, New York are authorized or obligated by Law to close. “Buyer Fundamental Representations” means the representations and warranties of the Buyer set forth in Sections 5.01, 5.02, 5.06 and 5.07. “Buyer Indemnified Parties” means the Buyer and its Affiliates (including, following the Closing, the AFSF V Blocker (to the extent of the AFSF V Blocker Sale Percentage), the Group Companies and the Co-Invest Blocker (to the extent of the Co-Invest Blocker Sale Percentage)) and their successors and assigns and each of their respective direct or indirect members, officers, directors, employees, partners, managers, financing sources, equityholders, consultants, advisors, agents and other representatives (or equivalents). “Buyer Material Adverse Effect” means any change, effect, event or development that, individually or in the aggregate, has had or would have a material adverse effect on the ability of the Buyer to consummate the Transactions. “Buyer Note Amount” means an amount (which shall not be less than $0) equal to (a) $50,000,000 less (b) the aggregate principal amount of the First Amendment Term Loans made (or substantially concurrently with the occurrence of the Closing to be made) on the Closing Date under, and as defined in, the Credit Agreement Amendment. “Cash” means, with respect to the Group Companies, as of the Reference Time (but before taking into account the consummation of the Transactions), all cash, cash equivalents (including marketable securities, short-term investments and other liquid investments, in each case, to the extent convertible to cash within 30 days) held by any Group Company. For avoidance of doubt, Cash shall (a) be calculated net of issued but uncleared checks, deposits, wires, transfers and drafts written or issued by any Group Company as of the Reference Time, (b) include checks and drafts deposited for the account of the Group Companies as well as any deposits in transit of the applicable Group Companies, (c) exclude Restricted Cash and (d) be reduced for any payments made between the Reference Time and the Closing that are not captured as a deduction to the Closing Consideration through either a liability in Net Working Capital, Seller Expenses, Transaction Expenses or Indebtedness. “Closing Consideration” means an amount equal to the sum of (a) the product of (i) the Closing Valuation multiplied by (ii) 0.51, minus (b) the aggregate Closing Unit Valuation of the Units held by WM Clay as of immediately prior to the Closing, minus (c) the Estimated Seller Expenses. “Closing Date Debt Financing” means (i) the funding of the Buyer Note and (ii) the making of the First Amendment Term Loans. 94 [[6907028]] “Closing Date Debt Financing Amount” means an aggregate amount equal to the sum of (a) the Buyer Note Amount and (b) the aggregate principal amount of the First Amendment Term Loans made (or substantially concurrently with the occurrence of the Closing to be made) on the Closing Date under the Credit Agreement Amendment. “Closing Payment” means an amount equal to the sum of (a) the Closing Consideration, minus (b) the Escrow Amount, minus (c) the Representative Amount. “Closing Unit Valuation” means, with respect to any Unit, an amount equal to that portion of the consideration that would be distributed in respect of such Unit if consideration equal to the Closing Valuation was distributed by the Company to the holders of Units as of the Closing (for the avoidance of doubt, after the Aggregate Debt-Financed Repurchases) in accordance with Section 4.1 of the Company LPA, after giving effect, in the case of Vested Incentive Units, to any acceleration of vesting required in connection with the Closing and the applicable threshold amount of the Vested Incentive Units; provided, however, for the avoidance of doubt, that the Primary Units shall not be taken into account. “Closing Valuation” means (a) the Base Valuation, minus (b) the amount of Estimated Indebtedness, plus (c) the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital Amount, minus (d) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital Amount, plus (e) the amount of Estimated Cash, minus (f) the Estimated Transaction Expenses. “Code” means the Internal Revenue Code of 1986, as amended or now in effect or as hereafter amended, including any successor or substitute federal Tax codes or legislation. “Co-Invest Blocker Sale Percentage” means the quotient (expressed as a percentage) obtained by dividing (a) the number of Blocker Units directly held by Co-Invest Blocker immediately following the Pre-Closing Reorganization by (b) the aggregate number of Blocker Units, directly or indirectly, held by Co-Invest Blocker following the Pre-Closing Reorganization, including such Blocker Units directly held by the AFSF V AIV. As of the date hereof, the Co-Invest Blocker Sale Percentage based on Annex B and the Payment Schedule is 100%. “Company Employee” means each employee of any Group Company. “Company Employee Benefit Plan” means each “employee benefit plan” within the meaning of Section 3(3) of ERISA (excluding Multiemployer Plans), and each other stock or unit purchase, stock or unit option, restricted stock or unit, profits interest, employment, severance, retention, change-of-control, bonus, incentive or deferred compensation plan or agreement (i) that is sponsored, maintained, contributed to or required to be contributed to by any of the Group Companies for the benefit of any current or former Company Employee or (ii) to which a Group Company has any liabilities, whether actual or contingent, but excluding any government- sponsored or statutorily mandated plans, programs or arrangements. “Company Fundamental Representations” means the representations and warranties of the Company set forth in Sections 3.01, 3.03(a), 3.03(c), 3.04(a), 3.04(b) and 3.24. 95 [[6907028]] “Company LPA” means the Third Amended and Restated Limited Partnership Agreement of the Company, dated as of October 10, 2024, by and among the Company, the General Partner and the Securityholders party thereto. “Computer Systems” means all computer systems and other information technology systems, including Software, computer hardware, firmware, servers, platforms, switches, endpoints, networks, interfaces and related systems owned or controlled by any Group Company in the operation of its business. “Contract” means any legally binding written agreement, contract, arrangement, lease, loan agreement, security agreement, license, indenture or other similar instrument or obligation to which the party in question is a party, other than any Company Employee Benefit Plan. “Credit Agreement” means, collectively, (a) that certain Credit Agreement, dated as of October 10, 2024, by and among Distinguished, Holdings, the other Credit Parties from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and BMO Bank N.A., as agent, as amended by the Credit Agreement Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time (including, for the avoidance of doubt, pursuant to Section 6.05), and (b) the other Loan Documents (as defined in the Credit Agreement referred to in clause (a) above). “Credit Agreement Amendment” means the First Amendment to Credit Agreement, dated as of the date hereof, among Holdings, Distinguished, the other Credit Parties party thereto, the Lenders party thereto and BMO Bank, N.A., as agent. “Credit Agreement Amendment Fees and Expenses” means all fees, costs and expenses incurred by, or required to be reimbursed or paid by, any Group Company in connection with the Credit Agreement Amendment, including (a) all fees payable pursuant to Section 5 of the Credit Agreement Amendment, (b) all costs and expenses required to be reimbursed or paid by any Group Company in connection with the Credit Agreement Amendment pursuant to Section 1.3(e) of the Credit Agreement and (c) all costs and expenses of Willkie incurred by any Group Company solely to the extent reasonably attributable to the Credit Agreement Amendment. “Credit Agreement Default” means any “Default” or “Event of Default” as defined in the Credit Agreement. “Data Protection Laws” means all applicable data protection, data privacy, and data security Laws and regulations, including the New York State Department of Financial Services Cybersecurity Regulation, 23 NYCRR Part 500 (as amended), general consumer protection laws as applied in the context of data privacy, data breach notification, electronic communications, telemarketing, and similar laws in the United States and any other applicable jurisdiction. “Distinguished” means Distinguished LLC, a Delaware limited liability company. “Employee Agent” means each employee or officer of any of the Group Companies acting as an Insurance Producer on behalf of the Group Companies. 96 [[6907028]] “Environmental Laws” means any Law applicable to the business of the Group Companies relating to (a) the protection of the natural environment, (b) the protection of human health and safety as it pertains to exposure to Hazardous Substances, or (c) the handling, use, presence, treatment, storage, Release or threatened Release of any Hazardous Substance. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” means each entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included any of the Group Companies, or that is, or was at the relevant time, a member of the same “controlled group” as any of the Group Companies pursuant to Section 4001(a)(14) of ERISA. “Escrow Accounts” means the Adjustment Escrow Account and the Indemnification Escrow Account. “Escrow Agent” means Acquiom Clearinghouse LLC, a Delaware limited liability company, or another escrow agent reasonably acceptable to the Buyer and the Company. “Export Control Laws” means the Export Control Reform Act of 2018 and, where applicable, the Export Administration Act of 1979, including but not limited to the Export Administration Regulations and the International Traffic in Arms Regulations, and any other export control laws administered or enforced by the U.S. Government or other relevant export control authority. “Final Closing Consideration” means an amount equal to (a) the product of (i) the Final Valuation, multiplied by (ii) 0.51, minus (b) the aggregate Final Unit Valuation of the Units held by WM Clay as of immediately prior to the Closing, minus (c) Seller Expenses as finally determined pursuant to Section 1.05. “Final Unit Valuation” means, with respect to any Unit, an amount equal to that portion of the consideration that would be distributed in respect of such Unit if consideration equal to the Final Valuation was distributed by the Company to the holders of Units as of the Closing (for the avoidance of doubt, after the Aggregate Debt-Financed Repurchases) in accordance with Section 4.1 of the Company LPA, after giving effect, in the case of Vested Incentive Units, to any acceleration of vesting required in connection with the Closing and the applicable threshold amount of the Vested Incentive Units; provided, however, for the avoidance of doubt, that the Primary Units shall not be taken into account. “Final Valuation” means (a) the Base Valuation, minus (b) the amount of Indebtedness as finally determined pursuant to Section 1.05, plus (c) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.05 exceeds the Target Net Working Capital Amount, minus (d) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.05 is less than the Target Net Working Capital Amount, plus (e) the amount of Cash as finally determined pursuant to Section 1.05, minus (f) the amount of Transaction Expenses as finally determined pursuant to Section 1.05.

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97 [[6907028]] “Financial Indebtedness” means “Indebtedness” as defined in the Credit Agreement as in effect on the date hereof. “Financing Source(s)” means the financial institutions that have committed to provide any of the First Amendment Term Loans or that otherwise are party to the Credit Agreement Amendment or the Credit Agreement as the agent or a lender, in each case, in their capacity as such, together with their Affiliates, officers, directors, employees, agents, advisors, and representatives and their respective successors and assigns. It is understood and agreed that the term Financing Source shall not include any Person that, but for this sentence, would have been a Financing Source in such Person’s capacity as a Seller Party or Selling Securityholder (or any of its Affiliates, officers, directors, employees, agents, advisors and representatives, or any of its successors and assigns, in each case, in such capacity). “First Amendment Term Loans” shall have the meaning set forth in the Credit Agreement Amendment. “First Repurchase Ratio” means (i) $50,000,000 divided by (ii) the Adjusted Closing Payment. “Fraud” means, (a) with respect to the Company or the General Partner, solely with respect to the representations and warranties set forth in Article III (as each such representation and warranty is qualified by the applicable Schedule and in accordance with its respective express terms and limitations) and in any certificate delivered pursuant to Section 2.02(c)(vi) (b) with respect to the Initial AQ Unitholder, the Blockers, Blocker Sellers or the Blocker GPs, solely with respect to the representations and warranties made by the Initial AQ Unitholder or such Blocker, Blocker Seller or the Blocker GP set forth in Article IV (as each such representation and warranty is qualified by the applicable Schedule and in accordance with its respective express terms and limitations) and in any certificate delivered pursuant to Section 2.02(d)(iii) or Section 2.02(e)(iii), (c) with respect to Buyer, solely with respect to the representations and warranties set forth in Article V (as each such representation and warranty is qualified by the applicable Schedule and in accordance with its respective express terms and limitations), and (d) with respect to the Guarantor, solely with respect to the representations and warranties set forth in Section 13.04, the making of a statement of fact in such express representations and warranties set forth in this Agreement by such Person, with the intent to deceive another Person, and which requires (i) a willful and false representation of material fact; (ii) actual knowledge that such representation is false; (iii) an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it; (iv) causing that party, in justifiable reliance upon such false representation, to take or refrain from taking action; and (v) causing such party to suffer damage by reason of such reliance. “Fraud” shall not include any fraud claim based on constructive knowledge, recklessness, negligent misrepresentation or a similar theory, and no Person shall be liable for Fraud if they did not make, or participate in the making of, the representation and warranty constituting the fraudulent misrepresentation and, in addition, did not participate in the Fraud; provided, however, that any Fraud on the part of the General Partner shall be deemed to be Fraud of the Company. “GAAP” means United States generally accepted accounting principles consistently applied. With respect to the computations pursuant to Section 1.04 and Section 1.05, GAAP shall be as in effect as of the Reference Time. 98 [[6907028]] “Government Official” means any officer, director or employee of any Governmental Entity. “Governmental Entity” means any federal, national, state, foreign, provincial, local or other government or any governmental, regulatory, administrative or self-regulatory authority, agency, bureau, board, commission, court, judicial or arbitral body, department, political subdivision, tribunal or other instrumentality thereof. “Group Companies” means the Company and each of its direct and indirect Subsidiaries, and the General Partner. “Hazardous Substance” means any chemicals, materials, or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “hazardous constituents”, “restricted hazardous materials”, “extremely hazardous substances”, “toxic substances”, “contaminants”, “pollutants”, or “toxic pollutants”, under any Environmental Law, including petroleum or petroleum by-products, friable asbestos, lead-based paint, or polychlorinated biphenyls. “Holdings” means Phoenix Merger Parent, LLC, a Delaware limited liability company. “Incentive Units” means the “Incentive Units” of the Company as defined in the Company LPA. “Incidental Licenses” means Contracts entered into in the Ordinary Course of Business where the only rights or licenses to Intellectual Property consist of (1) rights to use confidential information for limited purposes pursuant to written obligations of confidentiality, non-disclosure and non-use, (2) licenses to Open Source Software, (3) non-exclusive licenses for commercial, “off-the-shelf” software, including software-as-a-service offerings, available on standard terms and conditions, (4) non-exclusive licenses for the use of software that is preconfigured, preinstalled, or embedded on hardware or other equipment, or (5) any Contract that includes a grant of a non-exclusive license of Intellectual Property, where such license is incidental to the nature or purpose of such Contract. “Indebtedness” means, as of any particular time with respect to the Group Companies, without duplication, (a) the unpaid principal amount of accrued or unpaid interest on all indebtedness for borrowed money and all obligations evidenced by notes, bonds, debentures or similar instruments, (b) all obligations that bear interest (other than trade payables and other current trade liabilities incurred in the Ordinary Course of Business, to the extent included as a current liability in Net Working Capital), (c) all obligations, contingent or otherwise, in respect of any letters of credit (to the extent drawn), performance bonds, surety bonds, bankers’ acceptances or similar credit transactions, (d) any obligations or amounts in respect of any interest rate swap, collar, cap, forward contract or other hedging arrangement of the Group Companies, (e) all obligations under leases required to be classified as finance leases in accordance with GAAP (excluding operating lease liabilities) or classified as such in the Financial Statements, (f) all obligations under conditional sale, other title retention agreements or other vendor financing relating to any property or assets purchased by the Group Companies (other than trade payables 99 [[6907028]] and other current trade liabilities incurred in the Ordinary Course of Business, to the extent included as a current liability in Net Working Capital), (g) all obligations consisting of overdrafts, (h) all obligations for the deferred purchase price with respect to the acquisition of property, businesses, assets, securities or services, including pursuant to the maximum amount of any earn- out or similar obligation, whether contingent or not, or any seller notes, indemnities or post-closing true-up obligations (other than trade payables and other current trade liabilities incurred in the Ordinary Course of Business, to the extent included as a current liability in Net Working Capital) or any unpaid fees and disbursements of professional advisors in connection with any such acquisition (whether or not consummated), (i) any declared and unpaid dividends or distributions or amounts owed to the Securityholders or their Affiliates, (j) the indebtedness set forth on Schedule 14.01(j), (k) all obligations with respect to severance and separation benefits relating to any terminations prior to the Closing including the employer-paid portion of any employment or payroll Taxes related thereto and (l) to the extent not otherwise included, any obligation by the Group Companies to be liable for, or to pay, as obligor, guarantor, surety or otherwise, the obligations of a third Person of the type referred to in clauses (a) through (k) and, with respect to clauses (a) through (k), all accrued and unpaid interest thereon, if any, and any expense reimbursements or other fees, costs, expenses, or other payment obligations (including prepayment penalties, premiums, early termination fees, and breakage costs) associated with any required repayment of such Indebtedness on or prior to the Closing Date, or that would otherwise be payable or owed after any such required repayment. Notwithstanding the foregoing (other than clause (j)), “Indebtedness” shall not include (i) deferred revenue, (ii) any amounts included in Transaction Expenses, Seller Expenses or Net Working Capital or (iii) any intercompany indebtedness among the Group Companies only to the extent reconciled and eliminated. For purposes of Article I of this Agreement, Indebtedness shall mean Indebtedness, as defined above, outstanding as of immediately prior to the Closing (before taking into account the consummation of the Transactions, but taking into account the funding of the Closing Date Debt Financing). “Initial AQ Unitholder and Blocker Seller Fundamental Representations” means the representations and warranties of the Initial AQ Unitholder and the Blocker Sellers set forth in Section 4.01, Sections 4.02(a) and 4.02(c), Section 4.03 and Section 4.08. “Insurance Carrier Clients” means any insurance company or other Person with whom any of the Group Companies has placed insurance. “Insurance Producer” means any insurance broker, insurance customer representative, insurance agent, insurance agency, insurance managing general agent, insurance solicitor, insurance producer or insurance sub-producer. “Intellectual Property” means all intellectual property rights in any and all jurisdictions throughout the world, including: (a) patents and patent applications, including continuations, divisionals, continuations-in-part, renewals and reissues, (b) trademarks, service marks, trade dress, logos, domain names and registrations and applications for registration of any of the foregoing, together with all of the goodwill associated therewith, (c) copyrights (registered or unregistered) and registrations and applications for registration thereof, and copyrightable subject matter, including copyrights in software, and (d) trade secrets, know-how and other rights in confidential information that derives commercial value from not being generally known or readily ascertainable. 100 [[6907028]] “Investor Units” means the “Investor Units” of the Company as defined in the Company LPA. “Knowledge of the Company”, “to the Company’s knowledge”, and “knowledge of the Company” and words of similar import shall mean the actual knowledge of one or more of William Malloy, Jason Rotman, Stephen Sitterly and Jackie Curella. “Law” means any law, rule, regulation, judgment, injunction, order or decree of any Governmental Entity. “Legal Proceeding” means any judicial, administrative or arbitral actions, suits, hearings, inquiries, investigations or other proceedings (public or private) commenced, brought, conducted or heard before, or otherwise involving, any Governmental Entity or arbitrator. “Liens” means liens, mortgages, deeds of trust, claims, pledges, rights of first offer or refusal, transfer restriction, security interests, charges or encumbrances of any kind or nature whatsoever, and in any event includes all “Liens” as defined in the Credit Agreement as in effect on the date hereof. “Losses” means any and all actual losses, liabilities, Taxes, assessments, costs, settlement payments, disbursements, awards, judgments, fines, penalties, damages or expenses (including reasonable out-of-pocket expenses for investigation and defense and reasonable attorney’s fees); provided, that Losses shall not include any punitive damages, except to the extent such damages are payable to a third party not affiliated with the relevant Party seeking indemnification. “Material Adverse Effect” means any change, effect, state of facts, event or development that, individually or in the aggregate, (a) has had or would reasonably be expected to have a materially adverse effect on the assets, properties, condition (financial or otherwise) or results of operations of the Group Companies, taken as a whole; provided, however, that, in the case of this clause (a), none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: any adverse change, effect, event, occurrence, state of facts or development attributable to (i) operating, business, regulatory or other conditions in the industry in which the Group Companies operate; (ii) general economic conditions, conditions in the securities markets, capital markets, credit markets, currency markets or other financial markets in the United States or any other country or region in the world, including (A) changes in interest rates in the United States or any other country or region in the world and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world; (iii) any stoppage or shutdown of any U.S. government activity (including any default by the U.S. government or delays in payments by government agencies or delays or failures to act by any Governmental Entity); (iv) the negotiation, execution, announcement or pendency of the transactions contemplated by this Agreement (including the identification of the Buyer) or compliance with the terms of this Agreement, or taking or omitting to take any action expressly required or prohibited by this Agreement or with the Buyer’s written consent, including the impact

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101 [[6907028]] thereof, in each case, on relationships, contractual or otherwise, with, or actual or potential loss or impairment of, clients, customers, vendors, distributors, partners, financing sources, directors, officers or other employees or consultants or on revenue, profitability and cash flows; (v) changes or proposed changes in GAAP or other accounting requirements or principles or any changes or proposed changes in applicable Laws or the interpretation or enforcement thereof; (vi) actions required to be taken under applicable Laws; (vii) the failure, in and of itself, of any Group Company to meet or achieve the results set forth in any projection or forecast (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect to the extent not otherwise excluded by any of the other clauses of this proviso); (viii) global, national or regional political, financial, economic or business conditions, including hostilities, states of emergency, acts of war, sabotage or terrorism or military or police actions or any escalation, worsening or diminution of any such hostilities, states of emergency, acts of war, sabotage or terrorism or military or police actions existing or underway; (ix) hurricanes, earthquakes, floods or other natural disasters; and (x) any epidemic, pandemic or disease outbreak or any escalation or worsening of any of the foregoing and including actions of Governmental Entities taken in connection with or in response to any such epidemic, pandemic or disease outbreak, except, in each case, other than clauses (iv) and (vii), to the extent such changes disproportionately adversely impact the Group Companies, taken as a whole, relative to other comparable participants in the industry in which the Group Companies operate; or (b) would reasonably be expected to prevent, materially impede or materially delay the consummation by the Parties (other than the Buyer and the Guarantor) of the Transactions. “Multiemployer Plan” means each “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code contributed to or required to be contributed to by the Group Companies or any of its ERISA Affiliates for the benefit of any current or former Company Employee. “Net Working Capital” means, with respect to the Group Companies, as of the Reference Time (before taking into account the consummation of the Transactions), (a) current assets minus (b) current liabilities, in each case (i) determined in accordance with the Accounting Principles and (ii) solely reflecting the categories and line items of current assets and current liabilities included in the illustrative calculation of Net Working Capital set forth on Exhibit G. Notwithstanding anything in this Agreement to the contrary, “Net Working Capital” shall not include (A) Cash, (B) Indebtedness, (C) Seller Expenses, (D) Transaction Expenses or (E) deferred Tax assets or deferred Tax liabilities. “Non-Recourse Party” means, with respect to a Party to this Agreement, any of such Party’s former, current and future equityholders, controlling persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, or assignees (or any former, current or future equityholder, controlling person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing); provided, that, for the avoidance of doubt, no party to this Agreement will be considered a Non-Recourse Party. “Open Source Software” mean any software that is distributed (a) as “free software” (as defined by the Free Software Foundation), (b) as “open source software” or that 102 [[6907028]] contains or is derived from any software that is licensed under any “open source license” or that substantially conforms to the “open source definition” (as those terms are defined by the Open Source Initiative), or (c) under any similar licensing or distribution model as the Software described in the preceding clauses (a) or (b). “Order” means any settlement, stipulation, order, writ, judgment, injunction, decree, ruling, determination or award of any court or of any Governmental Entity. “Ordinary Course of Business” means, with respect to any Person or business, the ordinary course of business consistent with the applicable Person’s or business’s past custom and practice. “Organizational Documents” means the legal documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Organizational Documents” of a corporation are its certificate of incorporation and bylaws, the “Organizational Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, and the “Organizational Documents” of a limited liability company are its operating agreement and certificate of formation. “Owned Intellectual Property” means all Intellectual Property that is owned or purported to be owned by any of the Group Companies. “Participating Blocker Units” means the number of Blocker Units that are Aquiline Debt-Financed Repurchase Units, together with the Blocker Units corresponding to the Blocker Equity acquired by the Buyer in the Blocker Equity Purchase, in each case, as set forth on Annex B-1. “Participating Unit” means a Unit sold in the Transactions directly by the Selling Securityholders to the Company or indirectly by the Blocker Sellers to the Buyer through the sale of the Blocker Equity as set forth on Annex B-1. “Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state or local Tax Laws. “Pass-Through Tax Return” means all income Tax Returns of an entity filed or required to be filed with any Governmental Entity with respect to which the direct or indirect beneficial owners of such entity, and not such entity itself, are required to pay the related Tax (including, for the avoidance of doubt, IRS Form 1065 and any similar state or local Tax form). “Paying Agent” means Acquiom Financial LLC, a Colorado limited liability company, acting in its capacity as payments administrator, or another paying agent reasonably acceptable to the Buyer and the Company. “Payment Schedule” means a schedule in the form attached hereto as Exhibit H, as may be updated from time to time by the Company (if prior to the Closing) or the Unitholder Representative (if after the Closing) in its sole discretion (provided, that any such update shall be consistent with this definition, and such an update shall be made as and when necessary to make 103 [[6907028]] the Payment Schedule consistent with this definition), which shall set forth for each Securityholder and Blocker Seller (with respect to a Blocker Seller, on a look-through basis with respect to the Units held by the applicable Blocker (or portion thereof included in the Blocker Equity Purchase) in a hypothetical acquisition of such Units as contemplated in Section 1.01(e)) (i) its name as included in the books and records of the Company (including, for a Blocker Seller, the name of the Blocker Seller and the applicable Blocker), (ii) how many Units of such Securityholder and Blocker Seller will be repurchased in each of the Aggregate Debt-Financed Repurchases and the Aggregate Equity-Financed Repurchases (or, with respect to a Blocker Seller, on a look-through basis as a result of the Blocker Equity Purchase as contemplated in Section 1.01(e)) and (iii) (A) the applicable portion of the Closing Payment and any Additional Consideration, including the Shortfall Amount, the Escrow Excess Amount, the Representative Amount and the Escrow Amount, in each case allocable to each Securityholder and Blocker Seller, and (B) the relative percentage of limited partnership interests of the Company held by each Securityholder immediately following the Closing, in each case in this clause (iii), as determined in accordance with the Organizational Documents of the Company and any Company Employee Benefit Plan; provided, that the portions of Additional Consideration payable to the Securityholders and Blocker Sellers shall be adjusted consistent with the last sentence of the definition of Pro Rata Share. “Permitted Dispositions” means the transactions disclosed in Schedule 14.01. “Permitted Liens” means (a) statutory liens for Taxes or other governmental charges not yet due and payable or, so long as not delinquent, the amount or validity of which is being contested in good faith by appropriate proceedings by the Group Companies, in each case for which adequate reserves have been established and shown on the Financial Statements of the Group Companies in accordance with GAAP; (b) mechanics’, materialmen’s, carriers’, workers’, warehousemen’s, repairers’ and similar statutory liens arising or incurred in the Ordinary Course of Business and for amounts not yet due and payable; (c) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over the Leased Real Property that, individually or in the aggregate, do not adversely affect in any material respect the current use of the applicable Leased Real Property or otherwise materially impair any Group Company’s operation of its business; (d) all rights relating to the construction and maintenance by any public utility of wires, poles, pipes, conduits and appurtenances thereto on, under or above the Leased Real Property that, individually or in the aggregate, do not adversely affect in any material respect the current use of the applicable Leased Real Property or otherwise materially impair any Group Company’s operation of its business; (e) title exceptions disclosed by any title insurance commitment or title insurance policy for any Leased Real Property issued by a title company and delivered or otherwise made available to the Buyer prior to the date hereof; (f) Liens securing the obligations under the Credit Agreement; (g) public roads and highways; (h) Liens arising in the Ordinary Course of Business under worker’s compensation, unemployment insurance, social security, retirement and similar legislation and for amounts not yet due and payable; (i) all Liens disclosed in Schedule 14.01(b); (j) other liens, encumbrances, defects, irregularities or imperfections of title, encroachments, easements, servitudes, permits, rights of way, flowage rights, restrictions, leases, licenses, covenants and sidetrack agreements, in each case, on, under or above any Leased Real Property arising in the Ordinary Course of Business and not incurred in connection with any Financial Indebtedness that, individually or in the aggregate, do not adversely affect in any material respect the current use of the applicable Leased Real Property or otherwise materially impair any Group Company’s operation of its business; (k) Liens created by or arising 104 [[6907028]] out of the express terms of any Real Property Lease (other than as a result of a default or breach thereof); (l) Liens incurred in the Ordinary Course of Business (i) securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty, liability or other insurance to the Company and its Subsidiaries or under self-insurance arrangements as well as Liens on insurance policies and the proceeds thereof securing the financing of insurance premiums with respect thereto or (ii) securing obligations in respect of letters of credit that have been posted by the Group Companies to support the payment of the items in clause (i); (m) Liens arising out of any non-exclusive license, sublicense or cross license of Intellectual Property granted in the Ordinary Course of Business; (n) Liens that are customary contractual rights of setoff relating to deposit accounts or relating to agreements entered into with customers and clients in the Ordinary Course of Business; and (o) Liens that will be fully released at Closing. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity or any department, agency or political subdivision thereof. “Personal Data” has the same meaning as the term “personal data”, “personal information”, or the equivalent under applicable Data Protection Laws, Contracts, and Privacy Policies. “Potash Bonus Agreement” means that certain letter agreement Re: Bonus Entitlements, dated as of April 11, 2022, by and between the Company and Andrew Potash. “Potash Bonus Payment” means, to the extent not paid by or on behalf of the Initial AQ Unitholder or its Affiliates (other than the Group Companies), the amount payable to Andrew Potash in connection with the consummation of the Transactions pursuant to the Potash Bonus Agreement. “Potash Letter Agreement” means the letter agreement, dated as of the Closing Date, among the Company, the WM Phoenix GP, the Buyer, WM Clay, the Guarantor, Andrew Potash, Distinguished Programs Ownership LLC and Potash Operating L.P., in the form attached hereto as Exhibit K. “Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date. “Privacy Policies” means all public, posted, and internal policies, procedures, agreements and notices relating to the collection, processing, use, security, storage, disclosure, destruction, or cross-border transfer of Personal Data. “Pro Rata Share” means (a) with respect to each Selling Securityholder, the percentage determined by dividing (i) the aggregate number of Units held by such Selling Securityholder before Closing and included in the Aggregate Equity-Financed Repurchase or the Aggregate Debt-Financed Repurchase, by (ii) the aggregate number of Units included, directly or indirectly, in the Aggregate Equity-Financed Repurchase, the Aggregate Debt-Financed Repurchase or the Blocker Equity Purchase, and (b) with respect to the Blocker Sellers, the percentage determined by dividing (i) the number of Blocker Units directly or indirectly held by the Blocker Sellers included in the Blocker Equity Purchase, by (ii) the aggregate number of Units

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105 [[6907028]] included, directly or indirectly, in the Aggregate Equity-Financed Repurchase, the Aggregate Debt-Financed Repurchase or the Blocker Equity Purchase. As used in this Agreement, the Pro Rata Share of a Selling Securityholder or Blocker Seller, as applicable, shall refer to such holder’s capacity as a Selling Securityholder or indirect holder of Blocker Units, respectively, and not to any such holder’s collective ownership of Units and Blocker Units owned by such holder unless the context requires otherwise. Notwithstanding the foregoing, to the extent any Losses that are indemnifiable only by the Blocker Sellers in accordance with Section 10.02(a) are included in determining whether any applicable deductible, threshold or basket (including those applicable to determining Qualifying Losses) has been met or are indemnified from funds in the Indemnification Escrow Account, the Pro Rata Shares shall be adjusted such that the Selling Securityholders bear no more than the amount of Losses they would have borne had such Losses indemnifiable only by the Blocker Sellers not been incurred. “Qualifying Loss” means a Loss as defined in the Representation and Warranty Policy. “Reference Time” means 12:01 a.m., New York time, on the Closing Date. “Related Person” means, with respect to any Person, such Person’s and such Person’s Affiliates’: (i) direct or indirect holders of equity or any economic interest in such Person, (ii) Affiliates, (iii) trusts, partnerships, corporations or other entities in which such Persons hold an interest or (iv) any ancestor, sibling, descendant, spouse, director, manager, officer, trustee or employee of any of the foregoing “Release” means any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any Leased Real Property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property. “Repurchase Agreements” means those certain Repurchase Agreements, in the form attached hereto as Exhibit A hereto, entered into between the Company and each Selling Securityholder on the date hereof. “Restricted Cash” means cash and cash equivalents not available for use by the Group Companies within a period of three months due to being subject to restrictions, limitations on use or distribution by Law, Contract or otherwise (including, for the avoidance of doubt, any unremitted insurance premiums that are collected by the Group Companies from insureds and held in a fiduciary capacity pending remittance to the relevant insurance underwriter or insured person). “Rolling Securityholder” means a holder of Units, as of immediately following the Closing, as set forth on Annex B-1. “SALT Election” means an election under applicable state or local income Tax Law made by, or with regard to, any Group Company pursuant to which such Group Company incurs or is otherwise liable for any state or local Tax liability under applicable state or local income Tax Law that would have been borne (in whole or in part) by the direct or indirect owners of such Group Company had no such election been made (i.e., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75). 106 [[6907028]] “Sanctions” means any sanctions administered or enforced by the U.S. Government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, or other relevant sanctions authority. “Securityholder” means a holder of Units (excluding, for purposes of the definition of “Pro Rata Share”, the Blocker Units), as of immediately prior to the Closing, as set forth on Schedule 3.04(a). “Securityholder Fundamental Representations” means (a) the representations and warranties of the Securityholders set forth in Sections 3(a)-(f) of each Support Agreement (other than the Support Agreement to which WM Clay is party) and (b) the representations and warranties of the Securityholders set forth in Sections 3.1, 3.4, 3.5, and 3.10 of each Repurchase Agreement. “Seller Expenses” means, without duplication, (a) 50% of the premium of the Representation and Warranty Policy, and (b) 50% of all fees, costs and expenses payable to the Escrow Agent, Paying Agent and Unitholder Representative in connection with the Transactions. “Seller Indemnified Parties” means the Company and each of the Seller Parties and their respective Affiliates, and each Person who is now, or has been at any time prior to the date of this Agreement, a manager, equity owner, officer, or employee of any of the Seller Parties or their respective Affiliates. “Selling Sponsors” means Aquiline Capital Partners LP, together with any successors and affiliated funds. “Software” means all (i) computer programs and other software, including software implementations of algorithms, models, and methodologies, whether in source code, object code or other form, including libraries, subroutines and other components thereof, and (ii) all documentation, including development, diagnostic, support, user and training documentation related to any of the foregoing. “Spot Rate” means, in respect of any amount expressed in a currency other than the U.S. dollar, as of any date of determination, the rate of exchange of U.S. dollars for such currency appearing in The Wall Street Journal published on the Business Day immediately prior to such date of determination. “Straddle Period” means any Tax period that includes, but does not end on, the Closing Date. “Subsidiary” means, (i) with respect to any Person, any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, limited liability company, association or other business entity of which a majority of the partnership, limited liability company or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and (ii) with respect to the Company, without limiting the foregoing, shall include the Persons listed on Schedule 3.02(a). 107 [[6907028]] For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other business entity or is or controls the managing member or general partner or similar position of such partnership, limited liability company, association or other business entity. “Target Net Working Capital Amount” means $2,000,000. “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profits, environmental, customs, duties, real property, special assessment, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing. “Tax Refund” means any refund of Taxes, whether received by way of payment, credit, offset or reduction in Tax liability, including any interest thereon. “Tax Returns” means any return, report, information return or other document (including schedules or any related or supporting information) filed or required to be filed with any Governmental Entity or other authority, including any amendment thereof or thereto, in connection with the determination, assessment or collection of any Tax or the administration of any Laws or administrative requirements relating to any Tax. “Third-Party Agent” means each Person, other than an Employee Agent, that is acting as an Insurance Producer for or on behalf of a Group Company. “Transaction Agreements” means this Agreement, the Escrow Agreement, the Paying Agent Agreement, the A&R Company LPA, the A&R WM Phoenix GP LLCA, the A&R Shared Blocker LPA, the Buyer Note (if applicable), the Repurchase Agreements, the Support Agreements, the Potash Letter Agreement, the Aquiline Letter Agreement, the Credit Agreement Amendment and each other agreement, document, instrument or certificate contemplated by this Agreement to which the Buyer, the Company or any Seller Party is a party or to be executed by the Buyer, the Company or any Seller Party in connection with the consummation of the Transactions. “Transaction Expenses” means, without duplication, (a) the aggregate amount of all fees and expenses of the Group Companies, the Blockers and the Blocker Sellers incurred, payable or subject to reimbursement by the Group Companies, the Blockers and the Blocker Sellers as of the Closing and not paid prior to the Closing, including the fees and expenses of professional service providers (including investment bankers, attorneys, accountants and other consultants, other service providers and advisors, including Willkie) retained by or on behalf of any Group Company, the Blockers or the Blocker Sellers, in connection with the negotiation, execution and delivery of this Agreement and the other Transaction Agreements and the consummation of the Transactions, and (b) any fees, costs and expenses or payments related to bonuses, change-of-control, retention, severance or other compensatory payments or other 108 [[6907028]] amounts that become payable to any current or former employee, officer, director, manager, independent contractor, consultant, or service provider by any of the Group Companies in connection with, or as a result of, the Closing (including the Potash Bonus Payment), but excluding any payments related to “phantom” unit rights (such amounts collectively, the “Change of Control Payments”), and the employer-paid portion of payroll Taxes payable by the Company or any of its Subsidiaries in respect of the Change of Control Payments; provided, that, for the avoidance of doubt, Transaction Expenses shall not include (i) any fees and expenses specified herein to be incurred at the expense of the Buyer or any of its Affiliates (including any filing fees under the HSR Act, the Paying Agent fees, Escrow Agent fees and Unitholder Representative fees or fees due pursuant to the purchase of a D&O liability insurance policy within the 300% cap set forth in Section 7.02(b)), (ii) any Seller Expenses or (iii) any Credit Agreement Amendment Fees and Expenses. Any Transaction Expense specifically attributable to a Blocker will be deemed to be a Seller Expense. “Transaction Tax Deductions” means any amounts arising as a result of or that are otherwise attributable to the consummation of the transactions contemplated by this Agreement (without duplication and regardless of by whom or when paid) that are deductible (to the maximum extent permitted under applicable Tax Law), including Tax deductions attributable to (i) any expense, liability, or other item included in the computation of Transaction Expenses or Indebtedness as finally determined pursuant to Section 1.05 (including any item paid before the Reference Time that if unpaid as of the Reference Time would have been included in the calculation of Transaction Expenses or Indebtedness); (ii) any stay bonuses, sale bonuses, change in control payments, retention payments and any other compensatory amounts payable pursuant to the transactions contemplated by this Agreement, including the employer portion of any payroll Taxes imposed with respect thereto; (iii) all fees, expenses, and interest (including amounts treated as interest for U.S. federal income Tax purposes), original issue discount, unamortized debt financing costs, breakage fees, tender premiums, consent fees, redemption, retirement, make- whole payments, defeasance in excess of par, or similar payments by the Group Companies as a result of the payment of any Indebtedness in connection with the Closing; and (iv) the payment prior to the Reference Time of any other costs, fees, or expenses incurred by the Group Companies in connection with the transactions contemplated by this Agreement (including, for the avoidance of doubt, any amounts that would be Transaction Expenses but for the fact that they are not unpaid as of the Reference Time), and any legal, accounting and investment banking fees, costs, and expenses incurred by the Group Companies in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, with amounts that constitute success-based fees, such amounts shall be calculated assuming that the Buyer will cause the Group Companies to make an election under Revenue Procedure 2011-29 to treat 70% of such fees as deductible for all purposes hereunder. “Transactions” means, collectively, the transactions contemplated by this Agreement and the other Transaction Agreements. “Unitholder Representative Agreement” means the Unitholder Representative’s engagement letter entered into in connection herewith by and among the Unitholder Representative and certain of the Seller Parties. “Units” means, collectively, the Investor Units and the Incentive Units.

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109 [[6907028]] “USD Equivalent” means, in respect of any amount expressed in a currency other than the U.S. dollar, the corresponding amount in U.S. dollars resulting from multiplying such amount in the applicable currency by the Spot Rate. “Vested Incentive Units” means any Incentive Unit that constitutes a “Vested Incentive Unit” (as such term is defined in the Company LPA) as of the Closing. 14.02 Other Definitional Provisions. (a) Accounting Terms. Accounting terms that are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement shall control. (b) Successor Laws. Any reference to any particular Section of the Code or Law shall be interpreted to include any revision of or successor to that Section or Law regardless of how it is numbered or classified. 14.03 Cross-Reference of Other Definitions. Each capitalized term listed below is defined in the corresponding Section of this Agreement: Term Section No. A&R Co-Invest Blocker LPA .............................................................................................. Recitals Acquisition Transaction ............................................................................................................. 6.03 Action ......................................................................................................................................... 3.11 Adjustment Escrow Account ..................................................................................................... 1.07 Adjustment Escrow Amount ...................................................................................................... 1.07 Advisory Committee ............................................................................................................ 12.01(b) AFSF V AIV ...................................................................................................................... Preamble AFSF V Blocker ................................................................................................................ Preamble AFSF V Blocker GP .......................................................................................................... Preamble AFSF V Blocker Seller ...................................................................................................... Preamble Aggregate Debt-Financed Repurchase ................................................................................ Recitals Aggregate Debt-Financed Repurchased Units ..................................................................... Recitals Aggregate Equity-Financed Repurchase .............................................................................. Recitals Aggregate Equity-Financed Repurchased Units .................................................................. Recitals Agreement .......................................................................................................................... Preamble AML Laws ............................................................................................................................. 3.21(c) Anticorruption Laws .............................................................................................................. 3.20(a) Aquiline Closing Payment Share ........................................................................................... 1.01(b) Aquiline Debt-Financed Repurchase ..................................................................................... 1.01(b) Aquiline Debt-Financed Repurchase Units ........................................................................... 1.01(b) Aquiline Equity-Financed Repurchase .................................................................................. 1.01(g) Aquiline Equity-Financed Repurchase Units ......................................................................... 1.01(g) Aquiline First Repurchase Payment ....................................................................................... 1.01(b) Aquiline Participating Units .................................................................................................. 1.01(b) 110 [[6907028]] Bankruptcy and Equity Exceptions ........................................................................................ 3.03(c) Blocker Equity ..................................................................................................................... Recitals Blocker Equity Closing Payment ........................................................................................... 1.01(e) Blocker Equity Purchase ...................................................................................................... Recitals Blocker GPs ....................................................................................................................... Preamble Blocker Related Party Transaction ............................................................................................ 4.09 Blocker Seller ..................................................................................................................... Preamble Blocker Sellers ................................................................................................................... Preamble Blocker Units ......................................................................................................................... 4.03(a) Blockers ............................................................................................................................. Preamble Burdensome Condition ........................................................................................................... 8.02(i) Buyer .................................................................................................................................. Preamble Buyer Note ........................................................................................................................... Recitals Buyer Prepared Tax Returns ............................................................................................ 12.02(a)(i) Buyer Released Persons ....................................................................................................... 12.04(a) Buyer’s Representatives ............................................................................................................. 6.02 Claim Response ................................................................................................................... 10.04(b) Claims Notice....................................................................................................................... 10.04(a) Closing ....................................................................................................................................... 2.01 Closing Date............................................................................................................................... 2.01 Closing Statement .................................................................................................................. 1.05(a) Co-Invest Blocker .............................................................................................................. Preamble Co-Invest Blocker GP ........................................................................................................ Preamble Co-Invest Blocker Seller .................................................................................................... Preamble Company ............................................................................................................................ Preamble Company Intellectual Property .................................................................................................. 3.10 Company Related Party Transaction ......................................................................................... 3.18 Continuation Period ............................................................................................................... 7.04(a) Continuing Employees ........................................................................................................... 7.04(a) Contributors ............................................................................................................................... 3.10 D&O Indemnified Party ......................................................................................................... 7.02(a) Data Privacy Requirements .................................................................................................... 3.22(a) Disclosure Schedules ............................................................................................................... 12.05 Dispute Resolution Expert ..................................................................................................... 1.05(c) Engagement Fee ................................................................................................................... 12.01(a) Escrow Agreement ..................................................................................................................... 1.07 Escrow Amount ......................................................................................................................... 1.07 Escrow Excess Amount ......................................................................................................... 1.06(b) Estimated Cash........................................................................................................................... 1.04 Estimated Closing Statement ..................................................................................................... 1.04 Estimated Indebtedness .............................................................................................................. 1.04 Estimated Net Working Capital ................................................................................................. 1.04 Estimated Seller Expenses ......................................................................................................... 1.04 Estimated Transaction Expenses ................................................................................................ 1.04 Financial Statements .............................................................................................................. 3.05(a) Financing Sources Specified Provisions .................................................................................. 15.08 111 [[6907028]] General Partner .................................................................................................................. Preamble Group Producers .................................................................................................................... 3.15(b) Guarantee ................................................................................................................................. 13.02 Guaranteed Obligations ....................................................................................................... 13.01(a) Guarantor ........................................................................................................................... Preamble HSR Act ................................................................................................................................. 3.03(b) Indemnification Claim ......................................................................................................... 10.04(a) Indemnification Escrow Account .............................................................................................. 1.07 Indemnification Escrow Amount ............................................................................................... 1.07 Indemnified Party ................................................................................................................. 10.04(a) Indemnifying Party .............................................................................................................. 10.04(a) Initial AQ Unitholder ......................................................................................................... Preamble Initial AQ Unitholder Units ................................................................................................... 4.03(b) Insurance Policies .................................................................................................................. 3.14(a) Insurance Producer License ................................................................................................... 3.15(b) Insurer Contract ..................................................................................................................... 3.16(c) Latest Balance Sheet Date ................................................................................................. 3.05(a)(i) Leased Real Property ............................................................................................................. 3.07(b) Lenders ................................................................................................................................. Recitals Material Carriers .................................................................................................................... 3.16(b) Material Contracts .................................................................................................................. 3.09(b) Material Suppliers ...................................................................................................................... 3.23 New Plans .............................................................................................................................. 7.04(b) Objections Statement ............................................................................................................. 1.05(b) Outside Date......................................................................................................................... 11.01(e) Parties ................................................................................................................................. Preamble Party ................................................................................................................................... Preamble Paying Agent Agreement ........................................................................................................... 1.02 Permits ................................................................................................................................... 3.15(a) Potential Credit Agreement Amendment ............................................................................... 6.05(d) Pre-Closing Partnership Audit ....................................................................................... 12.02(d)(iii) Pre-Closing Reorganization ................................................................................................. Recitals Primary Investment .............................................................................................................. Recitals Primary Units ....................................................................................................................... Recitals Privileged Communications ..................................................................................................... 15.19 Proprietary Software .................................................................................................................. 3.10 Purchase Price Allocation ................................................................................................. 12.02(j)(i) Purchase Price Allocation Schedule ................................................................................. 12.02(j)(i) Purchase Price Allocation Statement ................................................................................ 12.02(j)(i) Push-Out Election .......................................................................................................... 12.02(d)(iv) Real Property Leases .............................................................................................................. 3.07(b) Registered Intellectual Property ................................................................................................. 3.10 Released Persons .................................................................................................................. 12.04(b) Representation and Warranty Policy ......................................................................................... 7.05 Representative Amount .............................................................................................................. 1.03 Representative Losses .......................................................................................................... 12.01(e) 112 [[6907028]] Response Period ................................................................................................................... 10.04(b) Sanctioned Country ................................................................................................................ 3.21(a) Sanctioned Persons ................................................................................................................ 3.21(a) Schedule ................................................................................................................................... 12.05 Seller Parties ...................................................................................................................... Preamble Seller Released Persons ....................................................................................................... 12.04(b) Selling Securityholders ........................................................................................................ Recitals Shared Blocker GP ................................................................................................................ 1.01(m) Shortfall Amount ................................................................................................................... 1.06(b) Specified Court .................................................................................................................... 15.15(a) Support Agreements ............................................................................................................. Recitals Tax Contest ..................................................................................................................... 12.02(d)(ii) Texas Department ...................................................................................................................... 5.02 Texas Filings .............................................................................................................................. 5.02 Third Party Claim ................................................................................................................ 10.04(c) Top Producers ........................................................................................................................ 3.16(a) Transfer Taxes ..................................................................................................................... 12.02(f) Unitholder Representative ................................................................................................. Preamble Unitholder Representative’s Representatives ............................................................................ 7.01 Willkie...................................................................................................................................... 15.19 WM Blocker GP ..................................................................................................................... 1.01(l) WM Clay .............................................................................................................................. Recitals WM Phoenix GP ................................................................................................................ Preamble ARTICLE XV MISCELLANEOUS 15.01 Press Releases and Communications. No press release or public announcement relating to this Agreement or the Transactions, or, prior to the Closing, any other announcement or communication to the employees, customers or vendors of any of the Group Companies, shall be issued or made by any Party or any Affiliate thereof without the joint approval of the Buyer and the Company (if prior to the Closing) or the Unitholder Representative (if after the Closing), except (a) such release or announcement as may be required by Law (including the rules or regulations of any applicable securities exchange or listing authority), in which case the party required to issue or make the release or announcement shall allow (or cause its Affiliate to allow), to the extent reasonably practicable and permitted by applicable Law, the other party reasonable time to comment on such release or announcement in advance of such issuance or the making thereof, (b) that the Group Companies shall be permitted to make announcements from time to time (i) to the respective employees of the Group Companies in the Group Companies’ sole discretion and (ii) to the customers, vendors and other business relations of the Group Companies and otherwise as the Company may reasonably determine is necessary to comply (or cause any other Group Company to comply) with applicable Law or the requirements of any Contract to which any Group Company is a party or otherwise bound, (c) that nothing contained herein shall limit or restrict the right of the Company, the Buyer or any of their respective Affiliates in respect of any Action that may arise or be commenced between the Company or any Securityholder or Blocker Seller, on the one

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113 [[6907028]] hand, and the Buyer or any Affiliate thereof, on the other hand, and (d) if such release or announcement does not contain information relating to this Agreement or the Transactions that has not already been publicly disclosed. 15.02 Expenses. Except as otherwise expressly provided herein, each Party shall pay all of its own fees and expenses incurred in connection with this Agreement and the Transactions, including the fees and disbursements of counsel, financial advisors and accountants. 15.03 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted (except if not a Business Day then the next Business Day) via email to the email address set out below (so long as no “error” message or other notification of non-delivery is generated), (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid. Notices, demands and communications, in each case to the respective Parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing by such Party: Notices to the Buyer, the Guarantor or, following the Closing, the Company or the Blockers: with a copy (which shall not constitute notice) to: Cravath, Swaine & Moore LLP Two Manhattan West 375 Ninth Avenue New York, NY 10001 Attention: Email: Notices to the Unitholder Representative: 114 [[6907028]] with a copy (which shall not constitute notice) to: Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention: Email: Notices to the Company (prior to the Closing): with a copy (which shall not constitute notice) to: Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention: Email: Notices to the Initial AQ Unitholder, Blocker Sellers or, prior to the Closing, the Blockers: 115 [[6907028]] with a copy (which shall not constitute notice) to: Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention: Email: 15.04 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any Party without the prior written consent of the non-assigning Parties: provided, however, that (i) the Buyer and, after the Closing, upon prior notice (which may be concurrent) to the other Parties, the Company may assign any or all of their rights, obligations and interests hereunder to any lender (or agent on behalf of such lender) (including for collateral security purposes) and (ii) the Buyer and, if after the Closing, the Company may, upon prior notice (which may be concurrent) to the other Parties, assign any or all of their respective rights, obligations and interests hereunder to any Person that acquires (whether by merger, purchase of stock, purchase of assets or otherwise), or is the successor or surviving entity in any merger, purchase of stock or other transaction involving, the Company (provided, that no such assignment shall relieve the Buyer or the Company, as applicable, of its obligations hereunder in respect of any such assignment). Following the Closing, the Buyer or any of its Affiliates, upon prior written notice to the Unitholder Representative, may assign, in its sole discretion, any of or all of its rights, interests and obligations under this Agreement to any direct or indirect wholly owned Subsidiary of the Guarantor, but no such assignment shall relieve the Buyer of any of its obligations hereunder; provided, that any such assignee shall be primarily liable with respect to the obligations hereunder and the liability of assignor shall be secondary. Any assignment or delegation in violation of this Section 15.04 shall be null and void. 15.05 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the Transactions are fulfilled to the extent possible. 15.06 References. The table of contents and the Section and other headings and subheadings contained in this Agreement and the exhibits hereto are solely for the purpose of reference, are not part of the agreement of the Parties, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit hereto. All references to days (excluding 116 [[6907028]] Business Days) or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section”, “Exhibit”, “Annex”, “Disclosure Schedule” or “Schedule” shall be deemed to refer to a Section of this Agreement, an exhibit to this Agreement, an annex to this Agreement, or a Schedule to this Agreement, as applicable. The words “hereof”, “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. The words “to the extent” shall mean the degree to which a subject or other thing extends, and shall not simply mean “if.” The term “or” has the inclusive meaning represented by the phrase “and/or.” When calculating the period of time before which, within which or following which any act is to be done or step taken under this Agreement, the date that is the reference date in calculating such period will be excluded. Except for purposes of the term Outside Date, if the last day of such period is a non-Business Day, the period in question will end on the next succeeding Business Day. The words “shall” and “will” shall be construed as creating a mandatory obligation. Any Contract or Law referred to herein means such Contract or Law as from time to time amended, modified or supplemented, subject to (in the case of any Contract) any limitations set forth herein on such amendment, modification or supplement. To the extent not expressly provided otherwise, any obligation, covenant or agreement in this Agreement or any other Transaction Agreement of or by the Company or any Blocker shall be interpreted as, in addition to such obligation, covenant or agreement of or by the Company or such Blocker, an obligation, covenant or agreement of its applicable general partner to cause the Company or such Blocker to comply with such obligation, covenant or agreement and to comply with such obligation, covenant or agreement at all times when acting on behalf of the Company or such Blocker, as applicable. 15.07 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. The information contained in this Agreement and on the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever (including any violation of Law or breach of contract). 15.08 Amendment and Waiver. Subject to Section 12.01(a), any provision of this Agreement or the Disclosure Schedules hereto may be amended or waived only in a writing signed (a) in the case of any amendment, by the Buyer (or the Company following the Closing), the Company, and the Unitholder Representative and (b) in the case of a waiver, by the Party or Parties waiving rights hereunder. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default. Notwithstanding anything to the contrary in this Agreement, this Section 15.08 (as to the last sentence of this Section), Section 15.10 (as to the last sentence thereof), Section 15.11, Section 15.14 (as to the proviso set forth therein), Section 15.15(b), Section 15.17(b) and, solely as they are used in any such Sections (or specified parts thereof), any related definitions (collectively, the “Financing Sources Specified Provisions”) may not be amended, modified, waived or terminated

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117 [[6907028]] in any manner that is adverse in any respect to the Financing Sources, in their capacity as such, without the prior written consent of the Financing Sources party to the Credit Agreement Amendment. 15.09 Complete Agreement. This Agreement and the documents referred to herein and other documents executed in connection herewith or at the Closing contain the complete agreement between the Parties and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related to such subject matter in any way, including any data room agreements, bid letters, term sheets, summary issues lists or other agreements. 15.10 Third-Party Beneficiaries. Certain provisions of this Agreement are intended for the benefit of the Securityholders (and the other Seller Indemnified Parties) and shall be enforceable by the Unitholder Representative (or, before the Closing, by the Company, including as contemplated in Section 11.02 and Article XIII) on behalf of the Securityholders (and the other Seller Indemnified Parties); provided, that no Securityholder shall have the right to directly take any action or enforce any provision of this Agreement, it being understood and agreed that all such actions shall be taken solely by the Unitholder Representative on behalf of the Securityholders as provided in Section 12.01 or, before the Closing, by the Company on behalf of the Securityholders. In addition, (a) the Unitholder Representative shall have the right, but not the obligation, to enforce any rights of the Securityholders under this Agreement, (b) the Selling Sponsors shall have the right to enforce their respective rights under Sections 15.01 and 15.19, (c) the D&O Indemnified Parties shall have the right to enforce its rights under Section 7.02, (d) the Released Persons shall have the right to enforce their respective rights under Section 12.04, and (e) Willkie shall have the right to enforce its rights under Section 15.19. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement shall be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, other than this Section 15.10. Notwithstanding the foregoing, the Parties expressly confirm their agreement that the Financing Sources are hereby made express third party beneficiaries with respect to, and have the right to enforce their interests under, the Financing Sources Specified Provisions. 15.11 Waiver of Trial by Jury. THE PARTIES (AND ANY ASSIGNEE, SUCCESSOR, HEIR or PERSONAL REPRESENTATIVE OF A PARTY) TO THIS AGREEMENT EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR ARISING OUT OF OR RELATING TO THE CREDIT AGREEMENT AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCES, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS 118 [[6907028]] AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 15.12 Delivery by Electronic Transmission. This Agreement and any signed agreement entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of scanned pages via electronic mail or other electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such contract, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other Parties. No party hereto or to any such contract shall raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of facsimile machine or email as a defense to the formation of a contract and each such party forever waives any such defense. This Agreement is not binding unless and until signature pages are executed and delivered by each of the Parties. 15.13 Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one Party, but all such counterparts taken together shall constitute one and the same instrument. Until and unless each Party has received a counterpart hereof signed by each other Party hereto, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). 15.14 Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, the rights of the Parties hereunder and all Actions relating to or arising in connection with this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware; provided that, notwithstanding the foregoing, all disputes or controversies involving the Financing Sources or arising out of or relating to the Credit Agreement Amendment, the Credit Agreement or the transactions contemplated thereby shall, except as expressly set forth otherwise in the Credit Agreement Amendment, be governed by, and construed in accordance with the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York. 15.15 Jurisdiction. (a) Any suit, Action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought and determined exclusively in the Delaware Court of Chancery of the State of Delaware. If the Delaware Court of Chancery does not have jurisdiction, any such suit, Action or proceeding shall be brought exclusively in the United States District Court for the District of Delaware or any other court of the State of Delaware (the “Specified Court”), and each of the Parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, Action or proceeding and irrevocably waives, to the fullest extent 119 [[6907028]] permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, Action or proceeding in any such court, or that any such suit, Action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, Action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 15.03 shall be deemed effective service of process on such Party. Notwithstanding anything to the contrary in this Section 15.15, a Party may commence any Action in a court other than the Specified Court solely for the purpose of enforcing an order or judgment issued by the Specified Court. This Section 15.15 shall not apply to any dispute under Section 1.05 that is required to be decided by the Dispute Resolution Expert. (b) Notwithstanding the foregoing, each of the parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Credit Agreement, the Credit Agreement Amendment or any of the transactions contemplated hereby or thereby, including, without limitation, any dispute arising out of or relating in any way to the First Amendment Term Loans or the funding thereof, in any forum other than the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America sitting in the Southern District of New York and the appellate courts thereof, and that the provisions of Section 15.11 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim. 15.16 Remedies Cumulative. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party shall be deemed cumulative with, and not exclusive of, any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy shall not preclude the exercise of any other remedy. 15.17 No Recourse. (a) Notwithstanding any provision of this Agreement or otherwise, the Parties agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates that this Agreement may only be enforced against, and any Action, suit or claim for breach of this Agreement may only be made against, the Parties, and no Non-Recourse Party of a Party shall have any liability relating to this Agreement or any of the Transactions. Notwithstanding the foregoing, nothing herein shall preclude the Unitholder Representative from enforcing its rights under Section 12.01 against the Securityholders and the Blocker Sellers. (b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree that none of the Financing Sources shall have any liability to the Seller Parties or any of their Affiliates or any other Person (other than Holdings, Distinguished and their Subsidiaries) relating to or arising out of this Agreement or the First Amendment Term Loans, whether at law or equity, in contract or in tort or otherwise, and neither the Seller Parties nor any of their Affiliates or any other Person (other than Holdings, Distinguished and their Subsidiaries) shall have any rights or claims against any of the Financing Sources under this Agreement, the Credit Agreement Amendment or the Credit Agreement, whether at law or equity, in contract or in tort, or otherwise, it being understood and agreed that nothing in this Section 15.17(b) or any 120 [[6907028]] other Financing Sources Specified Provisions shall in any way affect any Party’s or any of its Affiliates’ rights and remedies under any agreement (including the Credit Agreement Amendment and the Credit Agreement) between any Financing Source and such Party or Affiliate. 15.18 Specific Performance. (a) Each of the Parties acknowledges that the rights of each Party to consummate the Transactions are unique and recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Party may have no adequate remedy at Law. Accordingly, the Parties agree that prior to a valid termination of this Agreement in accordance with this Agreement, subject to and without limiting Section 15.18(b) (if applicable), such non-breaching Party shall have the right, in addition to any other rights and remedies existing in its favor at law or in equity, to enforce its rights and the other Party’s obligations hereunder not only by an Action or Actions for damages but also by an Action or Actions for specific performance, injunctive or other equitable relief (without posting of bond or other security). Each of the Parties agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives (x) any defenses in any Action for an injunction, specific performance or other equitable relief, including the defense that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at law or in equity, and (y) any requirement under Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief. (b) Notwithstanding anything in this Agreement to the contrary, the Parties hereby acknowledge and agree that the Company shall be entitled to specific performance to cause the Buyer to effect the Closing in accordance with Section 2.01 if (i) all conditions in Sections 9.01 and 9.02 have been satisfied or waived (other than those to be satisfied at the Closing itself, each of which is capable of being, and is, satisfied or waived upon the Closing) at the time when the Closing would have occurred pursuant to the terms hereof and remain satisfied or waived. 15.19 Waiver of Conflicts. Recognizing that Willkie Farr & Gallagher LLP (“Willkie”) has been engaged by and has acted as legal counsel to certain of the Securityholders (including certain of the Selling Sponsors and their respective Affiliates), certain of the Blocker Sellers and the Group Companies and their respective Affiliates prior to the Closing, and that Willkie intends to act as legal counsel to certain of the Securityholders (including certain of the Selling Sponsors and their respective Affiliates), certain of the Blocker Sellers and their respective Affiliates after the Closing, each of the Buyer and the Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Willkie representing any of the Securityholders (including certain of the Selling Sponsors and their respective Affiliates), any of the Blocker Sellers or their respective Affiliates after the Closing as such representation may relate to the Buyer, any Group Company or the Transactions. In addition, all communications involving attorney-client confidences between any Securityholders (including certain of the Selling Sponsors and their respective Affiliates), any of the Blocker Sellers, or any Group Company and their respective Affiliates in the course of the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney- client confidences that belong solely to such Securityholders, such Blocker Sellers and their respective Affiliates, as applicable (and not the Buyer or the Group Companies). Any privilege

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121 [[6907028]] attaching as a result of Willkie representing any Securityholder (including certain of the Selling Sponsors and their Affiliates), any of the Blocker Sellers and the Group Companies and their respective Affiliates in connection with the Transactions shall survive the Closing and shall remain in effect. In furtherance of the foregoing, each of the Parties agrees to take the steps necessary to ensure that any privilege attaching as a result of Willkie’s representation of any of the Securityholders (including, solely with respect to Willkie, certain of the Selling Sponsors and their Affiliates), any of the Blocker Sellers and the Group Companies and their respective Affiliates in connection with the Transactions shall survive the Closing and remain in effect. As to any attorney-client communications between Willkie and any Securityholders (including certain of the Selling Sponsors and their Affiliates), certain of the Blocker Sellers and the Group Companies and their respective Affiliates prior to the Closing Date (collectively, the “Privileged Communications”), the Buyer and each Group Company, together with each of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any Action or claim against or involving any of the Parties after the Closing. Accordingly, the Buyer and the Group Companies shall not have access to any such communications, or to the files of Willkie relating to such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) the applicable Securityholders, the applicable Blocker Sellers and their respective Affiliates (and not the Buyer or the Group Companies) shall be the sole holders of the attorney-client privilege, any attorney work product or any similar protections with respect to such engagement, and none of the Buyer, the Group Companies or the Company shall be a holder thereof, (b) to the extent that files of Willkie in respect of such engagement constitute property of the client, only the applicable Securityholders, the applicable Blocker Sellers and their respective Affiliates (and not the Buyer or the Group Companies) shall hold such property rights and (c) Willkie shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Buyer or the Group Companies by reason of any attorney-client relationship between Willkie and any of the Group Companies, any of the Blocker Sellers or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer or any of the Group Companies, on the one hand, and a third party (other than a Party or any of their respective Affiliates), on the other hand, after the Closing, the Company (including on behalf of the Group Companies) may assert the attorney-client privilege to prevent disclosure of confidential communications by Willkie to such third party; provided, however, that none of the Buyer, the Company or any of the other Group Companies may waive such privilege without the prior written consent of the Unitholder Representative, on behalf of the Securityholders and Blocker Sellers. Notwithstanding the foregoing, it is the intent of the parties that the Credit Agreement (including the Credit Agreement Amendment), for which transactions Willkie acted as counsel to the Group Companies, survive the Closing and continue for the benefit of the Group Companies. Accordingly, and notwithstanding anything to the contrary in this Section 15.19, (i) all communications relating to the Credit Agreement (including the Credit Agreement Amendment) or the transactions contemplated thereby involving attorney-client confidences with any of the Group Companies shall be deemed to be attorney-client confidences that belong solely to such Group Companies (and not any Securityholders, any Blocker Sellers or their respective Affiliates), and (ii) none of the attorney-client communications between Willkie and any Group Company relating to the 122 [[6907028]] Credit Agreement (including the Credit Agreement Amendment) or the transactions contemplated thereby shall be covered by the other provisions of this Section 15.19. 15.20 USD Equivalent. To the extent computation of any amounts contemplated by this Agreement (including the Closing Consideration, the Final Closing Consideration and any of the thresholds or other amounts contemplated by Article XI, in each case as set forth on the Payment Schedule) include a currency other than U.S. dollars, such amounts shall be converted to U.S. dollars using the USD Equivalent; provided, however, that when determining the Final Closing Consideration and any pre-closing or post-closing computations thereof for purposes of Section 1.06, the USD Equivalent shall be determined using the Spot Rate on the Closing Date. * * * *

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[Signature Page to Unit Purchase Agreement] [[6907028]] Buyer: WM MONROE HOLDINGS, INC. By: Name: Jason R. Lichtenstein Its: President & Managing Director WM Phoenix GP: WM PHOENIX GP, LLC By:____________________________________ Name: Jason R. Lichtenstein Its: President & Managing Director Guarantor: WHITE MOUNTAINS INSURANCE GROUP, LTD., solely in its capacity as the Guarantor By: Name: Liam Caffrey Its: Executive Vice President & Chief Financial Officer [Signature Page to Unit Purchase Agreement] [[6907028]] Buyer: WM MONROE HOLDINGS, INC. By: Name: Jason R. Lichtenstein Its: President & Managing Director WM Phoenix GP: WM PHOENIX GP, LLC By:____________________________________ Name: Jason R. Lichtenstein Its: President & Managing Director Guarantor: WHITE MOUNTAINS INSURANCE GROUP, LTD., solely in its capacity as the Guarantor By: Name: Liam Caffrey Its: Executive Vice President & Chief Financial Officer

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Signature Page to Unit Purchase Agreement Unitholder Representative: SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Unitholder Representative By: Name: Title: Sam Riffe Director, Deal Intake

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wtmexhibit105

Execution Version USActive 60444630.2 Fourth Amendment to Loan and Servicing Agreement This Fourth Amendment to Loan and Servicing Agreement, dated as of July 21, 2025 (the “Fourth Amendment”), is entered into by and among KUDU INVESTMENT HOLDINGS, LLC, as the Administrative Borrower and as a Co-Borrower (“Kudu”), KUDU INVESTMENT US, LLC, as a Co-Borrower (“Kudu US” and, collectively with Kudu, the “Co- Borrowers”), KUDU INVESTMENT MANAGEMENT LLC, as Holdings (“Holdings”), KFO HOLDINGS, LTD., as a UK Guarantor (“KFO Holdings”), KWCP HOLDINGS UK, LTD., as a UK Guarantor (“KWCP Holdings” and, collectively with KFO Holdings, the “UK Guarantors” and, collectively with the Co-Borrowers and Holdings, the “Amendment Parties"), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as Initial Lender (the “Initial Lender”), the new joining lenders party hereto (the “Joining Lenders” and each a “Joining Lender” and collectively with the Initial Lender, the “Amendment Lenders”), ALTER DOMUS (US) LLC, as the administrative agent (the “Administrative Agent”), BARINGS FINANCE LLC (“Barings Finance”), as the Servicer under the Loan And Servicing Agreement (as defined below) and BARINGS DIRECT INVESTMENTS LLC (“BDI”), as successor Servicer, which amends that certain Loan and Servicing Agreement, dated as of March 23, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Servicing Agreement”; the Loan and Servicing Agreement, after giving effect to the effectiveness of this Fourth Amendment, the “Amended Loan and Servicing Agreement”), by and among the Co-Borrowers, Holdings, the UK Guarantors, the Initial Lender and the other lenders from time to time party thereto (collectively, the “Lenders”), the Administrative Agent and Barings Finance, as the Servicer. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in the Loan and Servicing Agreement. WHEREAS, the Co-Borrowers have requested that the Lenders agree to (i) increase the amount of the Commitments and the Maximum Facility Amount by $150,000,000, from $350,000,000 to $500,000,000 effective as of the Fourth Amendment Effective Date (as defined below) (collectively, the “Commitment Increase”) and (ii) make certain other amendments to the Loan and Servicing Agreement, as set forth herein; WHEREAS, as of the date hereof, the Initial Lender entirely constitutes the Lenders, and after giving effect to this Fourth Amendment, the Amendment Lenders shall entirely constitute the Lenders; WHEREAS, Barings Finance has served as the Servicer (in such capacity, the “Existing Servicer”) under the Loan and Servicing Agreement and the other Transaction Documents since January 1, 2024; WHEREAS, the parties hereto desire for Barings Finance to resign as the Servicer under the Loan and Servicing Agreement and the other Transaction Documents and to transfer all of its rights, powers, privileges, duties and obligations in such capacities, in each case, under the Transaction Documents, to BDI to become effective as of the Fourth Amendment Effective Date; WHEREAS, BDI desires to accept its appointment as, and to assume all rights, powers, privileges, duties and obligations of, the Servicer (in such capacity, the “Successor Exhibit 10.5 USActive 60444630.2 Servicer”) under the Loan and Servicing Agreement and the other Transaction Documents to become effective as of the Fourth Amendment Effective Date; WHEREAS, the parties hereto have agreed to amend the Loan and Servicing Agreement pursuant to the terms hereof, effective as of the Fourth Amendment Effective Date; and NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows. SECTION 1. CONSENTS TO LOAN AND SERVICING AGREEMENT. Subject to the terms and conditions hereof, the Initial Lender, constituting the Majority Lenders as of the date hereof, hereby irrevocably consents to (i) the Commitment Increase on the terms and subject to the conditions set forth in this Fourth Amendment and (ii) further amend the Loan and Servicing Agreement, in each case, on the terms set forth in this Fourth Amendment. SECTION 2. AMENDMENTS TO LOAN AND SERVICING AGREEMENT. Effective as of the Fourth Amendment Effective Date, the Loan and Servicing Agreement shall be amended as follows: (a) The Loan and Servicing Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double‐underlined text (indicated textually in the same manner as the following example: double‐underlined text) as set forth in the form attached as Annex A to this Fourth Amendment. (b) The Exhibits to the Loan and Servicing Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double‐underlined text (indicated textually in the same manner as the following example: double‐underlined text) as set forth in the form attached as Annex B to this Fourth Amendment. SECTION 3. CONDITIONS PRECEDENT. This Fourth Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (such date, the “Fourth Amendment Effective Date”) by the Lenders party hereto: (a) the Administrative Agent and the Lenders shall have received a counterpart of this Fourth Amendment, duly executed by each of the parties hereto; -3- SActive 60444630.2 (b) no Market Trigger Event, Event of Default or Potential Default shall have occurred and be continuing on the Fourth Amendment Effective Date, or immediately after giving effect to the Commitment Increase and the amendments contemplated herein; (c) the representations and warranties contained in the Loan and Servicing Agreement, this Fourth Amendment and each other Transaction Document are true and correct in all material respects on the Fourth Amendment Effective Date, and immediately after giving effect to the Commitment Increase and the amendments contemplated herein, with the same force and effect as if made on and as of the date hereof (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (d) the Administrative Agent and the Lenders shall have received a certificate of a Responsible Person of each Loan Party and Holdings, dated as of the Fourth Amendment Effective Date, certifying (i) the names and true signatures of the Responsible Persons of each Loan Party and Holdings authorized to sign on behalf of each Loan Party and Holdings, this Fourth Amendment and all other documents and transactions to be entered into in connection therewith (collectively, the “Amendment Documents”) to which it is a party (on which certificate the Administrative Agent and the Lenders may conclusively rely until such time as the Administrative Agent receives from each Loan Party and Holdings a revised certificate meeting the requirements of this paragraph (d)(i)), (ii) that the copy of the Constituent Documents of each Loan Party and Holdings, as applicable, is a complete and correct copy and that such Constituent Documents have not been amended, modified or supplemented and are in full force and effect, (iii) the authorization document or resolution of the managing member, board of directors, the shareholders or board of trustees, as applicable, approving and authorizing the execution, delivery and performance by such Person of the Fourth Amendment and the other Amendment Documents and consenting to the transactions contemplated therein including, without limitation, the Commitment Increase, are true and correct copies thereof and are in full force and effect, (iv) that the copy of the certificates relating to the good standing of each Loan Party and Holdings is complete and correct, has not been amended, modified or supplemented and is in full force and effect and (v) the accuracy of the matters set forth in paragraphs (b) and (c) above, all in form and substance reasonably satisfactory to the Lenders; (e) the Administrative Agent and the Lenders shall have received one or more favorable opinions of counsel to (i) each Co‐Borrower and Holdings and (ii) the Initial Lender in respect of the UK Guarantors, each reasonably acceptable to the Administrative Agent and the Majority Lenders and addressed to the Administrative Agent and the Lenders; (f) the Lenders shall have received a second amended and restated structuring fee letter, in form and substance reasonably satisfactory to the Lenders, duly executed by the parties thereto; (g) the Administrative Agent and the Lenders shall have received a copy of the English law governed supplementary debenture (the “Supplementary Debenture”), duly executed by each of the parties thereto, together with copies of any notices of assignment, notices of charge, USActive 60444630.2 documents of title, stock transfer forms or other documents required to be delivered to the Administrative Agent on the date of such Supplementary Debenture; (h) the Co-Borrowers shall have obtained an investment grade debt rating (BBB or higher) from an Acceptable Rating Agency (as defined in the Amended Loan and Servicing Agreement) on the Maximum Facility Amount, as increased by the Commitment Increase, and the Lenders shall have a received a copy of any rating letter issued in connection therewith, in form and substance reasonably satisfactory to the Lenders; (i) the Administrative Agent shall have received an amended and restated fee letter relating certain fees and expenses payable to the Administrative Agent, duly executed by the Administrative Agent and each of the Co-Borrowers; and (j) all fees that are required to be paid hereunder or under the Amended Loan and Servicing Agreement have been paid in full. SECTION 4. REPRESENTATIONS AND WARRANTIES. To induce the other parties hereto to enter into this Fourth Amendment, each of the Amendment Parties jointly and severally represents and warrants to the Administrative Agent and the Lenders party hereto that, as of the Fourth Amendment Effective Date, both before and after giving effect to this Fourth Amendment and the transactions contemplated hereby: (a) Each Amendment Party (i) has the power, authority and legal right (limited liability company power and authority, or otherwise, as applicable) to (A) execute and deliver this Fourth Amendment and the other Amendment Documents and (B) perform and carry out the terms of this Fourth Amendment and the other Amendment Documents and the transactions contemplated thereby, and (ii) has taken all necessary action to authorize the execution, delivery and performance of this Fourth Amendment and the other Amendment Documents. (b) This Fourth Amendment (i) has been duly executed and delivered by each Amendment Party (ii) constitutes the legal, valid and binding obligation of such Amendment Party, enforceable against such Amendment Party, in accordance with its terms, except as the enforceability hereof may be limited by Bankruptcy Laws and by general principles of equity (whether considered in a proceeding in equity or at law). (c) No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance by each Amendment Party of this Fourth Amendment or the other Amendment Documents to which it is a party or the validity or enforceability of this Fourth Amendment or any such Amendment Document or grant of a security interest in the Collateral, Pledged Equity or any other collateral under the applicable Transaction Document, other than such as have been waived, met or obtained and are in full force and effect. (d) The execution, delivery and performance of this Fourth Amendment and the other Amendment Documents will not (i) conflict with, result in any breach of any of the terms

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-5- SActive 60444630.2 and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any Amendment Party’s Constituent Documents, (ii) result in the creation or imposition of any Lien on the Collateral or Pledged Equity or any other collateral under the applicable Transaction Document, other than Permitted Liens, (iii) violate any Applicable Law or (iv) violate any contract or other agreement to which any Amendment Party is a party or by which any Amendment Party or any of its property or assets may be bound. SECTION 5. REAFFIRMATIONS. (a) Each of the Amendment Parties (i) acknowledges and consents to all of the terms and conditions of this Fourth Amendment and the other Amendment Documents and (ii) affirms all of its obligations under the Loan and Servicing Agreement and the other Transaction Documents to which it is a party. (b) Each of the Amendment Parties (i) affirms the validity and enforceability of each of the Liens and security interests heretofore granted in or pursuant to the Transaction Documents as collateral security for the Obligations under the Transaction Documents in accordance with their respective terms and (ii) acknowledges that all of such Liens and security interests, and all collateral and pledged equity heretofore pledged as security for such Obligations, in each case, which have not been released in accordance with the Loan and Servicing Agreement, continues to be and remains collateral and pledged equity pledged as security for such Obligations from and after the date hereof. (c) Each UK Guarantor confirms and agrees that the guarantees and indemnities set out in the Guaranty Agreement shall apply and extend to the obligations of the Loan Parties under the Loan and Servicing Agreement (as amended by this Fourth Amendment) and the other Transaction Documents, subject to the guarantee limitation set out in Section 2.4 of the Guaranty Agreement. SECTION 6. TRANSITION TO BARINGS DIRECT INVESTMENTS LLC. (a) Resignation. The parties hereto each hereby agree that, as of the Fourth Amendment Effective Date, Barings Finance shall resign from the Loan and Servicing Agreement and the other Transaction Documents referred to herein and therein as the Servicer and Barings Finance’s rights, powers, privileges, duties and obligations in such capacity (and only in such capacity) shall terminate, save for those rights, powers, privileges, duties and obligations that expressly survive termination pursuant to the terms thereof (including, without limitation, rights to indemnification). (b) Appointment and Acceptance. As of the Fourth Amendment Effective Date, the parties hereto hereby (i) appoint the Successor Servicer in all respects under the Loan and Servicing Agreement and the other Transaction Documents, and the Successor Servicer hereby accepts such appointment and agrees to succeed the Existing Servicer in such capacity in all respects and each is hereby vested with all of the respective rights, powers, duties of the Servicer under the Loan and Servicing Agreement and the other Transaction Documents; and (ii) consent to the foregoing resignation of the Existing Servicer and the appointment of the Successor Servicer. Effective as of the Fourth Amendment Effective Date, the Existing Servicer is hereby released USActive 60444630.2 from each and all of its obligations and duties as Servicer under the Loan and Servicing Agreement and the other Transaction Documents, and the Successor Servicer as the successor Servicer succeeds to and becomes vested with all the rights, powers, privileges and duties of the Servicer under the Loan and Servicing Agreement and the other Transaction Documents; provided that the Successor Servicer does not assume, any duties, obligations or liabilities as Servicer for any period prior to the Fourth Amendment Effective Date, and the Successor Servicer shall have no liabilities, duties, or obligations in respect of any acts or omissions of the Existing Servicer occurring prior to the Fourth Amendment Effective Date. (c) Assignment and Delegation. The Existing Servicer hereby irrevocably assigns and delegates to the Successor Servicer, effective as of the Fourth Amendment Effective Date, all of the rights, powers, privileges, duties and obligations of the Existing Servicer under the Transaction Documents (other than those rights that expressly survive the Existing Servicer’s resignation pursuant to the Loan and Servicing Agreement). Effective as of the Fourth Amendment Effective Date, the Successor Servicer shall succeed to the rights, powers, privileges, duties and obligations of the Existing Servicer, and the rights, powers, privileges, duties and obligations of the Existing Servicer (other than those rights that expressly survive the resignation pursuant to the Loan and Servicing Agreement) shall be terminated. The Loan Parties and Holdings hereby acknowledge such assignment and delegation. From and after the Fourth Amendment Effective Date, the Successor Servicer shall have the same rights, powers, privileges, duties and obligations, in such capacity under the Loan and Servicing Agreement and each other Transaction Document, as if it were the original Servicer thereunder. In the event that, after the Fourth Amendment Effective Date, the Existing Servicer receives any amount owing to any Lender, the Administrative Agent, or the Successor Servicer under any Transaction Document, the Existing Servicer agrees that such payment shall be held in trust for the Successor Servicer, and the Existing Servicer shall promptly forward without setoff or counterclaim such payment by wire transfer of immediately available funds in accordance with the instructions set forth in Schedule I to the Successor Servicer for payment to the Person entitled thereto. (d) Representations and Warranties of Barings Finance. Barings Finance: (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Transaction Documents (except such representations, warranties and statements made by it in or in connection with the Transaction Documents in its capacity as Existing Servicer and this Fourth Amendment) or the execution (other than by Barings Finance), legality, validity, enforceability, genuineness, sufficiency or value of the Transaction Documents or any other instrument or document furnished pursuant thereto, or the accuracy and completeness of any document furnished hereunder; and (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or Holdings or the performance or observance by any Loan Party or Holdings of any of its obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto. (e) Representations and Warranties of Barings Finance and BDI. Each of Barings Finance and BDI represents and warrants to each other party hereto that it has full power and authority to enter into this Fourth Amendment and to perform its obligations hereunder in accordance with the provisions hereof, that this Fourth Amendment has been duly authorized, executed and delivered by such party and that this Fourth Amendment constitutes a legal, valid -7- SActive 60444630.2 and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity. (f) Further Assurances. By its execution below, each of the parties hereto hereby agrees from time to time, promptly upon request of any other party hereto, to take such additional actions and to execute and deliver such additional documents and instruments as such other party may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Section 6. SECTION 7. POST-CLOSING COVENANT. Within five (5) Business Days after the Fourth Amendment Effective Date (or such later date consented to by the Administrative Agent and the Initial Lender), each Chargor (under and as defined in the Supplementary Debenture) shall deliver to the Administrative Agent, Notices of Assignment (as defined in the Supplementary Debenture duly executed by, or on behalf of, the Chargor, in respect of the assets which are the subject of an assignment pursuant to clause 3.2 (Assignments) of the Supplementary Debenture. SECTION 8. MISCELLANEOUS. (a) As of the Fourth Amendment Effective Date, each reference in the Amended Loan and Servicing Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Transaction Documents to the Loan and Servicing Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Loan and Servicing Agreement as amended by this Fourth Amendment. (b) Except as expressly amended hereby, all of the terms and provisions of the Loan and Servicing Agreement and all other Transaction Documents are and shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Fourth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent, any Lender or the Amendment Parties under the Loan and Servicing Agreement, or any other Transaction Document, or constitute a waiver or amendment of any other provision of the Loan and Servicing Agreement or any other Transaction Document (as amended hereby) except as and to the extent expressly set forth herein. (d) Section headings contained in this Fourth Amendment are included herein for convenience of reference only and shall not constitute a part of this Fourth Amendment for any other purposes. (e) The provisions of Section 11.06 and Section 11.10 of the Loan and Servicing Agreement are hereby incorporated into this Fourth Amendment as if fully set forth herein, mutatis mutandis. USActive 60444630.2 (f) This Fourth Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Fourth Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures approved by each of the parties hereto (and, for the avoidance of doubt, electronic signatures utilizing the DocuSign platform shall be deemed approved), 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 or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. The Administrative Agent, Servicer and the Lenders shall not incur any liability arising out of the use of electronic methods for any and all purposes in connection with the execution of this Fourth Amendment, including the authorization, execution, delivery or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Administrative Agent. (g) This Fourth Amendment is a Transaction Document, and together with the other Transaction Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. SECTION 9. JOINDER. Each of the Joining Lenders (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Fourth Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Loan and Servicing Agreement, (B) it meets all the requirements to be a Lender under Section 11.04 of the Loan and Servicing Agreement (subject to such consents, if any, as may be required thereunder), (C) from and after the Fourth Amendment Effective Date, it shall be bound by the provisions of the Loan and Servicing Agreement as a Lender thereunder and, to the extent of the relevant Commitments, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to financing agreements similar to the Loan and Servicing Agreement as lender, and either it, or the Person exercising discretion in making its decision with respect to such financing agreement, is experienced with respect to such financing arrangements, (E) it has received a copy of the Loan and Servicing Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial reporting delivered pursuant to Section 5.01(z) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to advance its Commitment contemplated herein, (F) it has, independently and without reliance upon the Administrative Agent, Servicer or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Fourth Amendment and to advance its Commitment contemplated herein, (G) if it is a foreign Lender, it has provided any documentation required to be delivered by it pursuant to the terms of the Loan and Servicing

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-9- SActive 60444630.2 Agreement, duly completed and executed by it, (H) it shall deliver to the Administrative Agent all documentation and other reasonable information reasonably determined by the Administrative Agent to be required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (I) it is not a Disqualified Lender; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, Servicer or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Transaction Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Transaction Documents are required to be performed by it as a Lender. [SIGNATURE PAGES FOLLOW] [Signature Page to Fourth Amendment to Loan and Servicing Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed by their respective officers and members thereunto duly authorized, as of the date indicated above. The Co‐Borrowers: KUDU INVESTMENT HOLDINGS, LLC, as a Co-Borrower and Administrative Borrower By: _______________________________ Name: Title: KUDU INVESTMENT US, LLC, as a Co-Borrower By: _________________________________ Name: Title: Holdings: KUDU INVESTMENT MANAGEMENT LLC, as Holdings By: _________________________________ Name: Title: Robert S Jakacki CEO Robert S Jakacki CEO Robert S Jakacki CEO [Signature Page to Fourth Amendment to Loan and Servicing Agreement] The UK Guarantors: KFO HOLDINGS, LTD., as a UK Guarantor By: _________________________________ Name: Title: KWCP HOLDINGS UK, LTD., as a UK Guarantor By: _______________________________ Name: Title: Robert S. Jakacki CEO Robert S. Jakacki CEO [Signature Page to Fourth Amendment to Loan and Servicing Agreement] Initial Lender: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as the Initial Lender By: Barings LLC, its Investment Adviser By: __________________________________ Name: Title:

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[Signature Page to Fourth Amendment to Loan and Servicing Agreement] Joining Lenders: UNITED OF OMAHA LIFE INSURANCE COMPANY, as a Joining Lender By: Barings LLC, its Investment Adviser By: ____________________________________ Name: Title: BANKERS LIFE INSURANCE AND CASUALTY COMPANY, as a Joining Lender By: Barings LLC, its Investment Adviser By: ____________________________________ Name: Title: WASHINGTON NATIONAL INSURANCE COMPANY, as a Joining Lender By: Barings LLC, its Investment Adviser By: ____________________________________ Name: Title: Shubham Chandna Managing Director Shubham Chandna Managing Director Shubham Chandna Managing Director [Signature Page to Fourth Amendment to Loan and Servicing Agreement] THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, as a Joining Lender By: Barings LLC, its Investment Adviser By: ____________________________________ Name: Title: SECURITY BENEFIT LIFE INSURANCE COMPANY, as a Joining Lender By: Barings LLC, its Investment Adviser By: ____________________________________ Name: Title: Shubham Chandna Managing Director Shubham Chandna Managing Director [Signature Page to Fourth Amendment to Loan and Servicing Agreement] The Existing Servicer: BARINGS FINANCE LLC, as the Existing Servicer By: _________________________________ Name: Title: The Successor Servicer: BARINGS DIRECT INVESTMENTS LLC, as the Successor Servicer By: _________________________________ Name: Title:

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Annex A-1 ANNEX A Amended Loan and Servicing Agreement [Attached] Execution Version Annex A to ThirdFourth Amendment to Loan and Servicing Agreement Conformed through ThirdFourth Amendment to Loan and Servicing Agreement LOAN AND SERVICING AGREEMENT among KUDU INVESTMENT MANAGEMENT LLC, as Holdings, KUDU INVESTMENT HOLDINGS, LLC, and KUDU INVESTMENT US, LLC, as the Co‐Borrowers, KFO HOLDINGS, LTD., and KWCP HOLDINGS UK, LTD., as the UK Guarantors, MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and the other Lenders from time to time party hereto, BARINGS FINANCEDIRECT INVESTMENTS LLC, as the Servicer, and ALTER DOMUS (US) LLC, as the Administrative Agent Dated as of March 23, 2021 USActive 60444631.4 TABLE OF CONTENTS Page ARTICLE I. INTERPRETATION 1 Section 1.01 Certain Defined Terms 1 Section 1.02 Other Terms 37 Section 1.03 Computation of Time Periods 37 Section 1.04 Interpretation 37 Section 1.05 Advances to Constitute Loans 38 Section 1.06 Accounting Terms and Determination 38 Section 1.07 Spot Rates 39 Section 1.08 Electronic Signatures 39 Section 1.09 Rates 40 ARTICLE II. THE FACILITY 41 Section 2.01 Advances 41 Section 2.02 Procedure for Advances 41 Section 2.03 Evidence of Debt 42 Section 2.04 Repayment; Allocation, Reduction or Termination of Commitments 43 Section 2.05 Interest and Fees 44 Section 2.06 Benchmark Provisions[Reserved]. 46 Section 2.07 Payments and Computations, Etc 48 Section 2.08 Collections; Payment Date Report 49 Section 2.09 Remittance Procedures 50 Section 2.10 Grant of a Security Interest 52 Section 2.11 Sale of Portfolio Assets 55 Section 2.12 Increased Costs 56 Section 2.13 Taxes 58 Section 2.14 Increase in Maximum Facility Amount 61 Section 2.15 Mitigation Obligations; Replacement of Lenders 62 Section 2.16 Defaulting Lenders 63 Section 2.17 Extension of Availability Period 65 ARTICLE III. CONDITIONS PRECEDENT 65 Section 3.01 Conditions Precedent to Effectiveness 65 Section 3.02 Conditions Precedent to All Advances 67 Section 3.03 Conditions to Transfers of Portfolio Assets 68 Section 3.04 Advances Do Not Constitute a Waiver 68 -i- USActive 60444631.4 ARTICLE IV. REPRESENTATIONS 68 Section 4.01 Representations of the Loan Parties 68 Section 4.02 Representations of the Co‐Borrowers Relating to the Agreement and the Collateral 75 Section 4.03 Representations of the Servicer 76 Section 4.04 Representations of each Lender 77 Section 4.05 Representations of Holdings 77 ARTICLE V. GENERAL COVENANTS 81 Section 5.01 Affirmative Covenants of the Loan Parties 81 Section 5.02 Negative Covenants of the Loan Parties 88 Section 5.03 Affirmative Covenants of the Servicer 90 Section 5.04 Negative Covenants of the Servicer 91 Section 5.05 Affirmative Covenants of Holdings 91 Section 5.06 Negative Covenants of Holdings 92 ARTICLE VI. EVENTS OF DEFAULT 93 Section 6.01 Events of Default 93 Section 6.02 Pledged Equity 96 Section 6.03 Additional Remedies 97 ARTICLE VII. THE ADMINISTRATIVE AGENT 98 Section 7.01 Appointment and Authority; Rights as Lender 98 Section 7.02 Exculpatory Provisions 99 Section 7.03 Reliance by Administrative Agent 101 Section 7.04 Delegation of Duties 102 Section 7.05 Resignation of Administrative Agent 102 Section 7.06 Non‐Reliance on Agents and Other Lenders 103 Section 7.07 Indemnification by Lenders 103 Section 7.08 Administrative Agent May File Proofs of Claim 104 Section 7.09 Collateral Matters 104 Section 7.10 Erroneous Payments 105 ARTICLE VIII. ADMINISTRATION AND SERVICING OF COLLATERAL 107 Section 8.01 Appointment and Designation of the Servicer 107 Section 8.02 Duties of the Servicer 109 Section 8.03 Authorization of the Servicer 111 Section 8.04 Collection of Payments; Accounts 112 Section 8.05 Realization Upon Portfolio Assets 113 Section 8.06 Servicing Compensation 114 -ii- USActive 60444631.4

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Section 8.07 Payment of Certain Expenses 114 Section 8.08 Reports to the Administrative Agent Account Statements; Servicing Information 114 Section 8.09 The Servicer Not to Resign 115 Section 8.10 Indemnification of the Servicer 116 Section 8.11 Rights as a Lender 116 ARTICLE IX. [RESERVED]. 116 ARTICLE X. INDEMNIFICATION 116 Section 10.01 Indemnities by the Co‐Borrowers and Holdings 116 ARTICLE XI. MISCELLANEOUS 118 Section 11.01 Amendments and Waivers 118 Section 11.02 Notices, Etc 119 Section 11.03 No Waiver Remedies 119 Section 11.04 Binding Effect; Assignability; Multiple Lenders 119 Section 11.05 Term of This Agreement 121 Section 11.06 GOVERNING LAW; JURY WAIVER 121 Section 11.07 Costs, Expenses and Taxes 121 Section 11.08 Recourse Against Certain Parties; Non‐Petition 122 Section 11.09 Execution in Counterparts; Severability; Integration 123 Section 11.10 Consent to Jurisdiction; Service of Process 124 Section 11.11 Confidentiality 124 Section 11.12 Non‐Confidentiality of Tax Treatment 126 Section 11.13 Waiver of Set Off 126 Section 11.14 Headings, Schedules and Exhibits 127 Section 11.15 Ratable Payments 127 Section 11.16 Failure of Co‐Borrowers to Perform Certain Obligations 127 Section 11.17 Power of Attorney 127 Section 11.18 Delivery of Termination Statements, Releases, etc 127 Section 11.19 Exclusive Remedies 128 Section 11.20 Post‐Closing Performance Conditions 128 Section 11.21 Performance Conditions 128 Section 11.22 Bail In 129 Section 11.23 Joint and Several; Administrative Borrower 129 LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE I Eligible Portfolio Assets -iii- USActive 60444631.4 SCHEDULE II Conditions Precedent Documents SCHEDULE III Notice Information SCHEDULE IV Lender Commitments SCHEDULE V Investment Guidelines SCHEDULE VI Disqualified Lenders SCHEDULE VII Post‐Closing Conditions SCHEDULE VIII Co-Borrower Accounts EXHIBITS EXHIBIT A Form of LTV Certificate EXHIBIT B Form of Notice of Borrowing EXHIBIT C Form of Borrowing Base Certificate EXHIBIT D Form of Revolving Loan Note EXHIBIT E Form of U.S. Tax Compliance Certificate EXHIBIT F Form of Payment Date Report EXHIBIT G Form of Assignment and Assumption Agreement EXHIBIT H Form of Power of Attorney -iv- USActive 60444631.4 Execution Version Annex A to ThirdFourth Amendment to Loan and Servicing Agreement Conformed through ThirdFourth Amendment to Loan and Servicing Agreement LOAN AND SERVICING AGREEMENT, dated as of March 23, 2021, by and among: (1) KUDU INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (“Holdings”); (2) KUDU INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (“Kudu”); (3) KUDU INVESTMENT US, LLC, a Delaware limited liability company (“Kudu US”; together with Kudu, collectively, the “Co-Borrowers”); (4) KFO HOLDINGS, LTD., a limited liability company incorporated in England and Wales under number 11786202 (“KFO Holdings”); (5) KWCP HOLDINGS UK, LTD., a limited liability company incorporated in England and Wales under number 11860833 (“KWCP Holdings”); (6) MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, and each of the other lenders from time to time party hereto, as Lenders (as defined herein); (7) BARINGS FINANCEDIRECT INVESTMENTS LLC, as the Servicer; and (8) ALTER DOMUS (US) LLC, as the Administrative Agent. The Lenders have agreed, on the terms and conditions set forth herein, to provide a senior secured revolving loan facility (the “Facility”) that provides for Advances from time to time in the amounts and in accordance with the terms set forth herein. The proceeds of the Advances will be used by the Co‐Borrowers for general corporate purposes, together with such other purposes as set forth in Section 5.02(m). Accordingly, the parties agree as follows: ARTICLE I. INTERPRETATION SECTION 1.01 Certain Defined Terms. As used in this Agreement and the exhibits, schedules and other attachments hereto (each of which is hereby incorporated herein and made a part hereof), the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “1940 Act” means the Investment Company Act of 1940 and the rules and regulations promulgated thereunder. USActive 60444631.4 “Acceptable Rating Agency” means any credit rating agency that is recognized as a nationally recognized statistical rating organization by the SEC and approved by the Majority Lenders, so long as, in each case, any such credit rating agency continues to be a nationally recognized statistical rating organization recognized by the SEC and is approved as a “Credit Rating Provider” (or other similar designation) by the NAIC. “Accounts” means all deposit accounts and securities accounts maintained by, or for the benefit of, any Loan Party, as set forth on Schedule VIII on the First Amendment Effective Date and as updated from time to time as provided herein. “Account Bank” means with respect to each Co‐Borrower, First Republic Bank, in its capacity as the “custodian,” “bank” or “securities intermediary” and each other Person acting in the capacity as the “bank”, the “securities intermediary” or such other similar term or capacity pursuant to an Account Control Agreement or any agreement replacing or substituting for any such Account Control Agreement. “Account Control Agreement” means (a) for each Account that is a deposit account, a deposit account control agreement in form reasonably acceptable to Administrative Agent, (b) for each Account that is a securities account, a securities account control agreement in form reasonably satisfactory to Administrative Agent, and (c) any similar agreement under local law, in each case, executed by each Co‐Borrower (as applicable), Administrative Agent and the Account Bank and which permits, among other things, the Administrative Agent, acting at the direction of the Servicer, on behalf of the Secured Parties to direct disposition of the funds in such Account following a Notice of Exclusive Control, as such agreement may be amended, restated, modified, replaced or otherwise supplemented from time to time. “Additional Amount” has the meaning assigned to that term in Section 2.13(a). “Administrative Agent” means Alter Domus (US) LLC, in its capacity as administrative agent for the Lenders, together with its successors and permitted assigns, including any successor appointed pursuant to Article VII. “Administrative Borrower” means Kudu. “Advance” means each loan advanced by the Lenders to any Co‐Borrower pursuant to Article II. “Advance Date” means, with respect to any Advance, the day on which such Advance is made. “Advance Rate” means 35.0%. “Advances Outstanding” means, at any time, the aggregate outstanding principal amount of all Advances at such time. “Affiliate” when used with respect to a Person, means any other Person Controlling, Controlled by or under common Control with such Person. -2- USActive 60444631.4

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“Agent Fee Letter” means, the fee letter between the Administrative Agent and the Co‐ Borrowers, dated as of the Closing Date, as amended, restated, supplemented or otherwise modified from time to time to the extent permitted hereunder. “Agreement” means this Loan and Servicing Agreement, as may be amended, restated, modified, replaced or otherwise supplemented from time to time. “Alternate Base Rate” means, for any day, a rate per annum equal to the higher of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day plus 0.50% per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively. The Alternate Base Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer of the Administrative Agent or any Lender. “Anti‐Corruption Laws” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder and, as to any person, any other comparable anti‐corruption law applicable to such person. “Anti‐Money Laundering Laws” means, as to any person, any and all applicable anti‐money laundering, financial recordkeeping and reporting requirements of Applicable Law relevant to such person, including those of the Bank Secrecy Act (as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) and any comparable anti‐money laundering statutes of other jurisdictions applicable to such person, as well as the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency applicable to such person. “Applicable Accounting Principles” shall mean GAAP, IFRS or any other internationally accepted accounting standard that may be used by Holdings and the Loan Parties for their financial reporting requirements from time to time. “Applicable Benchmark”: With respect to each Advance, the Benchmark determined on the Interest Determination Date. The Applicable Benchmark for each Advance will be set separately and the Applicable Benchmark for each Advances shall remain the same for so long as such Advance remains outstanding. “Applicable Law” means for any Person all existing and future laws, rules, regulations (including temporary and final income tax regulations), statutes, treaties, codes, and ordinances, including any binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof and all permits, certificates, orders, licenses of and binding interpretations by any Governmental Authority, applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi‐judicial tribunal or agency of competent jurisdiction. -3- USActive 60444631.4 “Applicable Spread” means 4.453.10%. “Assignment and Assumption Agreement” means an agreement among the Co‐Borrowers (if required under Section 11.04), a Lender, an Eligible Assignee and the Administrative Agent, substantially in the form of Exhibit G or any other form (including electronic documentation generated by use of an electronic platform) reasonably approved by the Administrative Agent, and delivered in connection with a Person becoming a Lender hereunder after the Closing Date. “Australian Collateral” has the meaning assigned to the term “Collateral” in the Australian Pledge Agreement. “Australian Equity Notes” has the meaning assigned to the term “Equity Notes” in the Australian Pledge Agreement. “Australian Pledge Agreement” means the document entitled “Specific Security Deed (Equity Notes)” dated on or around the date of this Agreement between Kudu and the Administrative Agent. “Australian PPSA” means the Personal Property Securities Act 2009 (Cth). “Australian PPSR” means the “Personal Property Securities Register” established under section 147 of the Australian PPSA. “Availability Period” means the period commencing on the Closing Date and ending on the earlier of (i) June 28July 21, 20272030 or if an Availability Period Extension occurs pursuant to Section 2.17, the Availability Period Extension Date, and (ii) the date the Commitments are terminated in accordance with this Agreement, whether as a result of an Event of Default or otherwise, and subject to the suspension thereof upon the occurrence of an Event of Default or a Market Trigger Event. “Availability Period Extension” has the meaning given to such term in Section 2.17. “Availability Period Extension Date” has the meaning given to such term in Section 2.17. “Available Collections” means all cash Collections and other cash proceeds with respect to any Portfolio Asset deposited in any Collection Account and all other amounts on deposit in any Collection Account from time to time, but excluding Excluded Amounts. “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.06(c)(iv). “Bail‐In Action” means the exercise of any Write‐Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. -4- USActive 60444631.4 “Bail‐In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time that is described in the EU Bail‐In Legislation Schedule. “Bankruptcy Code” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time. “Bankruptcy Event” is deemed to have occurred with respect to a Person if either: (a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, administration, reorganization, debt arrangement, dissolution, winding up, receivership, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, receiver and manager, controller, custodian, liquidator, provisional liquidator, administrator, restructuring practitioner, assignee, sequestrator or the like for such Person or all or substantially all of its assets or, in the case of any Loan Party or Holdings, or any similar action with respect to such Person under the Bankruptcy Laws, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal Bankruptcy Laws or other similar laws now or hereafter in effect and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or (b) such Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, receiver and manager, controller, liquidator, provisional liquidator, administrator, restructuring practitioner, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or all or substantially all of its assets under the Bankruptcy Laws, or shall make any general assignment for the benefit of creditors or enter into any arrangement, moratorium, reorganization or composition involving one or more of its creditors, or shall fail to, or admit in writing its inability to, or be presumed under any Bankruptcy Laws to be unable to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors or members shall vote to implement any of the foregoing; (c) the Person executes a deed of company arrangement or makes a restructuring plan under the Corporations Act 2001 (Cth); or (d) if a corporation or similar entity, the Person is deregistered as a company or otherwise dissolved. “Bankruptcy Laws” means the Bankruptcy Code, the Insolvency Act 1986 (U.K.), Enterprise Act 2002 (U.K.), Companies Act 2006 (U.K.), the Corporations Act 2001 (Cth) and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, winding up, general assignment for the benefit of creditors, administration, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally. -5- USActive 60444631.4 “Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.06(c). “Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent (at the direction of the Majority Lenders), the Initial Lender and the Administrative Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Initial Lender, the Administrative Agent (at the direction of the Majority Lenders) and the Co-Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then‐prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar‐denominated syndicated credit facilities at such time. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been, or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the -6- USActive 60444631.4

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administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. -7- USActive 60444631.4 -8- USActive 60444631.4 On and after the Fourth Amendment Effective Date to and including the Benchmark Cut-Off Date Average for 10 and 30 Time Frame After the Benchmark Cut-Off Date and thereafter Tenor Average for 7 and 10 For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the “90th day prior to the expected date of such event as of such public statement or publication of information (or, if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication). “Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 2.06(c) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 2.06(c). the interpolated benchmark U.S. Treasury yield found on the “Daily Treasury Par Yield Curve Rates” webpage found at https://home.treasury.gov/resource-center/data-chart-center/interest-rates/TextView?type=daily_t reasury_yield_curve&field_tdr_date_value_month=202208 (or any successor rate or webpage (or, if applicable, other reporting service) identified by the Majority Lenders and accessible by the Administrative Agent) as of the applicable Interest Determination Date with a term equal to the years set forth in the below table under “Tenor” for the applicable “Time Frame” during which the related Funding is made and rounded to two decimal places (such rate, the “Treasury Rate”); provided that if, as of 5:00 p.m. (New York City time) on any Interest Determination Date the Treasury Rate has not been published, then the Benchmark will be determined as follows: (i) the Treasury Rate as determined on the immediately preceding Interest Determination Date, (ii) if a rate cannot be determined pursuant to clause (i), the rate that results from interpolating on a linear basis between (x) the nearest available Treasury Rate that is longer than the Tenor and (y) the nearest available Treasury Rate that is shorter than the Tenor, each determined as of the applicable Interest Determination Date, (iii) if a rate cannot be determined pursuant to clause (ii), the Treasury Rate most recently reported, and (iv) if a rate cannot be determined pursuant to clause (iii), the rate that results from interpolating on a linear basis between (x) the most recently reported nearest available Treasury Rate that is longer than the Tenor and (y) the most recently reported nearest available Treasury Rate that is shorter than the Tenor, each determined as of the applicable Interest Determination Date: Notwithstanding the foregoing or any other provision of this Agreement, if the Treasury Rate as so determined would be less than the Floor, such Treasury Rate will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents. “Benchmark Cut-Off Date” means July 21, 2028. “Borrower AML and International Trade Default” means, any one of the following events: (a) any representation contained Section 4.01(cc) is or becomes false at any time; or (b) any Loan Party fails to comply with the covenant contained in Section 11.21(d)(ii) at any time. “Borrower Covered Entity” means each of (a) the Co‐Borrowers, (b) the UK Guarantors, and (c) Holdings. “Borrowing Base” means, as of any date of determination, the Advance Rate multiplied by the aggregate Investment Value of all Eligible Portfolio Assets as of such date. “Borrowing Base Certificate” means a certificate setting forth the calculation of the Borrowing Base as of the applicable date of determination, substantially in the form of Exhibit C prepared by the Administrative Borrower. “Business Day” means a day of the year other than (a) Saturday or a Sunday or (b) any other day on which commercial banks and/or insurance companies in New York, New York, Chicago, Illinois or the offices of the Account Bank or Administrative Agent are authorized or required by Applicable Law, regulation or executive order to close. “Capital Lease Obligations” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as finance leases on a balance sheet of such Person under Applicable Accounting Principles, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with Applicable Accounting Principles. “Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd‐Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Change of Control” is deemed to have occurred if (i) White Mountains Insurance Group, Ltd. or any of its Affiliates fails to own, directly or indirectly, 51% of the membership interests -9- USActive 60444631.4 of Holdings, (ii) Holdings fails to own, directly or indirectly, 100% of the membership interests of each Co‐Borrower, or (iii) Kudu fails to own, directly or indirectly, 100% of the membership interests of each UK Guarantor. “Closing Date” means the date of this Agreement. “Co‐Borrower” and “Co‐Borrowers” means, each of Kudu and Kudu US. “Code” means the Internal Revenue Code of 1986, as amended. “Collateral” means the US Collateral and the UK Collateral. “Collateral Portfolio” means, all right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) of a Loan Party in all assets of such Loan Party (other than any Excluded Assets) securing the Obligations pursuant to the Transaction Documents, including the property identified below in clauses (a) through (c), and all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of, arising out of, or related to any of the following: (a) the Portfolio Assets and all funds due or to become due in payment under such Portfolio Assets on and after any related Cut‐Off Date, including all Available Collections; (b) each Collection Account and the Interest Reserve Account; and (c) all income and Proceeds of the foregoing. “Collection Accounts” means one or more Accounts and any related sub‐accounts established with the Account Bank in the name of a Co‐Borrower, and under the “control” (within the meaning of Section 9‐104 or 9‐106 of the UCC, as applicable) of the Administrative Agent for the benefit of the Secured Parties pursuant to an Account Control Agreement; provided that, subject to the rights of the Administrative Agent hereunder with respect to funds, the funds deposited therein from time to time shall constitute the property and assets of such Co‐Borrower, and such Co‐Borrower (or its direct or indirect equityholders, as applicable) shall be solely liable for any Taxes payable with respect to the Collection Account of such Co‐Borrower and each subaccount that may be established from time to time. “Collections” means all Distributions, cash collections and other cash proceeds with respect to any Portfolio Asset (including, without limitation, dividends, distributions, fees, royalties, Management Contracts, management fees and all other amounts received in respect of such Portfolio Asset), all recoveries, all insurance proceeds and proceeds of any liquidations or Sales in each case, attributable to such Portfolio Asset and owing or owned by a Loan Party, and all other proceeds or other funds of any kind or nature received by such Loan Party, or the Account Bank with respect to any Portfolio Asset. -10- USActive 60444631.4

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“Commitment” means, with respect to any Lender, (a) during the Availability Period, the amount set forth on Schedule IV or on its respective Assignment and Assumption Agreement, as the same may be increased from time to time in accordance with Section 2.14, reduced from time to time by the Administrative Borrower pursuant to Section 2.04, Section 2.12(e), Section 2.16(b) and (c) or Section 11.04, or increased or reduced by assignment to or by such Lender pursuant to Section 11.04 and (b) after the end of the Availability Period, such Lender’s Pro Rata Share of the aggregate Advances Outstanding on the last day of the Availability Period, as the same may be increased or reduced by assignment to or by such Lender pursuant to Section 11.04. “Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent (at the direction of the Majority Lenders) determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent (at the direction of the Majority Lenders) decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents). “Constituent Documents” means, for any Person, its constituent or organizational documents and any governmental or other filings related thereto, including: (a) in the case of any limited partnership, exempted limited partnership or other form of business entity, the limited partnership agreement, exempted limited partnership agreement, articles of association, statutory statement or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state, registrar or other department in the state or jurisdiction of its formation; (b) in the case of any limited liability company, the certificate of formation, memorandum and articles of association, limited liability company agreement and/or operating agreement for such Person; and (c) in the case of a corporation or an exempted company, the certificate of incorporation and the memorandum of association and articles of association and/or the bylaws (or equivalent) for such Person. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Cut‐Off Date” means, with respect to a Portfolio Asset, the date (which may be the Closing Date) such Portfolio Asset is Transferred to a Loan Party. -11- USActive 60444631.4 “Debt Rating” means the debt rating of the Facility as determined from time to time by any Acceptable Rating Agency; provided that if at any time there are two (2) or more Debt Ratings issued from Acceptable Rating Agencies, the Debt Rating shall be the lower of such Debt Ratings. “Debt Service” means, for any period, interest expense paid or payable by the Loan Parties for such period plus scheduled principal amortization and mandatory principal repayments (whether pursuant to this Agreement or otherwise) of all Indebtedness for borrowed money for such period paid or payable by the Loan Parties. “Debt Service Coverage Ratio” means, for any four calendar quarter period then ended, the ratio of EBITDA of the Loan Parties, for such period to Debt Service for such period; provided that, to the extent an acquisition of Eligible Portfolio Assets is made within such four calendar quarter period, earnings attributable to such Eligible Portfolio Assets shall be annualized for the purpose of determining EBITDA of the Loan Parties under this definition. “Default Rate” means, as of any date of determination, a rate per annum equal to the interest rate that is or would be applicable to the Advances at such time plus 2.0%. “Defaulting Lender” means, subject to Section 2.16, any Lender that (a) has failed to (i) fund all or any portion of its Advances within two (2) Business Days of the date such Advances were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Administrative Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Administrative Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Administrative Borrower, to confirm in writing to the Administrative Agent and the Administrative Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Administrative Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a Bankruptcy Event, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail‐In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result -12- USActive 60444631.4 in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16) upon delivery of written notice of such determination to the Administrative Borrower and each Lender. “Determination Date” means, for any Payment Date, the date that is five (5) Business Days prior to such Payment Date. “Disqualified Lender” means (i) each Person that is set forth on Schedule VI or otherwise identified by Holdings in writing to the Administrative Agent and the Servicer prior to the Closing Date as a competitor of White Mountains Insurance Group, Ltd. or Holdings, and (ii) Affiliates of any Person identified in clause (i) above that are either identified in writing to the Administrative Agent and the Servicer by Holdings from time to time or readily identifiable solely based on similarity of such Affiliate’s name. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders and (b) the Co‐Borrowers (on behalf of themselves and the other Loan Parties) and the Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Lender and that the Administrative Agent shall have no liability with respect to any assignment or participation made to a Disqualified Lender. “Distribution” means (a) any dividend, distribution or payment, direct or indirect, to or for the benefit of any holder of any Equity Interests of a Person now or hereafter outstanding, except (i) a Distribution in Kind or (ii) the issuance of Equity Interests upon the exercise of outstanding warrants, options or other rights, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value direct or indirect, of any Equity Interests of a Person now or hereafter outstanding, or (c) any distribution or payment of principal or interest required to be made to a Loan Party by an Obligor on a Loan Asset pursuant to the terms of the related Underlying Loan Agreement. “Distribution in Kind” means any non‐cash dividend or distribution, direct or indirect, for the benefit of a holder of Equity Interests. “Dollar Equivalent” means (i) with respect to any amount denominated in Dollars, such amount, and (ii) with respect to any amount denominated in any other currency (the “Non‐Dollar Amount”), the amount of Dollars that could be converted into the Non‐Dollar Amount on the basis of the Spot Rate as reasonably determined in good faith by the Account Bank (acting upon the instructions of the Administrative Borrower) as of the most recent Determination Date or other applicable date of determination. “Dollar(s)” and the sign “$” means the lawful money of the United States of America. -13- USActive 60444631.4 “EBITDA” means, for any specified period of measurement of Loan Parties, calculated on a consolidated basis, (a) Net Income, plus (b) to the extent reducing Net Income, the sum of (without duplication), (i) amounts for interest expense under this Agreement, (ii) Taxes, (iii) amounts for costs, fees and expenses in connection with this Agreement (iv) placement fees in connection with the consummation of the transactions pursuant to this Agreement (including without limitation in relation to any future Advances under the Agreement) and in connection with the raising of any equity, (v) transaction fees and expenses relating to Portfolio Assets and the incurrence of Indebtedness permitted under the Agreement (whether or not any transaction is actually consummated), (vi) unrealized losses attributable to the revaluation of any asset, (vii) unrealized foreign currency losses, (viii) non‐cash compensation expenses (ix) depreciation and amortization, including amortization of fees related to the consummation of transactions contemplated under this Agreement, (x) non‐cash losses relating to hedging activities and (xi) non‐recurring or non‐cash items expensed during the specified period that have been approved by the Initial Lender as add‐backs to EBITDA (such approval not to be unreasonably withheld, conditioned or delayed), minus (c) to the extent increasing Net Income, the sum of, without duplication, (i) unrealized gains attributable to the revaluation of any asset, (ii) unrealized foreign currency gains, (iii) non‐cash gains relating to hedging activities, (iv) amounts for other non‐cash gains increasing Net Income for such period (excluding any such non‐cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period) and (v) other non‐recurring or non‐cash gains earned during the specified period. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Eligible Assignee” means (a) a Lender or any of its Affiliates, (b) any Person or account managed by a Lender or any of its Affiliates or (c) any financial or other institution reasonably acceptable to the Majority Lenders (such consent not to be unreasonably withheld, conditioned or delayed) (other than a Co‐Borrower or an Affiliate thereof); provided, however, prior to an Event of Default arising pursuant to Section 6.01(a) or 6.01(d) in no event shall a Disqualified Lender constitute an Eligible Assignee. “Eligible Portfolio Asset” means (i) each of the Initial Portfolio Assets, (ii) each other General Partner Investment owned by a Loan Party which complies with the Investment Guidelines (as determined at the time such Eligible Portfolio Asset is included in the Borrowing Base) including, any assets received as Distributions In Kind and (iii) each other Portfolio Asset -14- USActive 60444631.4

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that constitutes a Loan Asset that is approved by the Servicer, and in each case, that is not subject to any security interest, Lien or other encumbrance other than those granted to Administrative Agent herein (subject to Permitted Liens), subject to removal from the Borrowing Base and a corresponding reduction to the LTV, at the election of the Servicer if there has been (a) a Material Investment Event, (b) a Material Modification, (c) Underlying Obligor Default, (d) proceedings pending or, to any Loan Party’s knowledge, threatened (i) with respect to a Bankruptcy Event with respect to any applicable Obligor or (ii) wherein any applicable Obligor, any other party or any governmental entity has alleged that such Portfolio Asset or its related Underlying Agreement or any of its Required Portfolio Documents is illegal or unenforceable has occurred and is continuing and (e) in connection with a Sale under Section 2.11; provided, that any Eligible Portfolio Asset so removed from the Borrowing Base shall cease to be an Eligible Portfolio Asset; provided, further, that with respect to each Initial Portfolio Asset described in Schedule VII, each such Initial Portfolio Asset shall be deemed not to be an Eligible Portfolio Asset, and shall not be included in the Borrowing Base or the calculation of the LTV until the Post Closing Condition with respect to such Initial Portfolio Asset is satisfied, as determined by the Administrative Agent, acting at the direction of the Majority Lenders. “Eligible Receivable” means an amount which is due and owing with respect to an Eligible Portfolio Asset which is not more than 60 days past due and for which the applicable Loan Party reasonably believe such amount will be paid prior to the end of such 60 day period. “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was subject to ERISA (other than a Pension Plan or Multiemployer Plan) and maintained by, contributed to, or required to be maintained or contributed to by a Co‐Borrower, Holdings or any ERISA Affiliate. “Environmental Laws” means any and all foreign, federal, State and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials. “Equity Interests” means, all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11‐1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act). “Equity Investment” means any investment or co‐investment made by a Loan Party directly in the Equity Interests of another Person. “Equity Investment Agreement” means, the investment agreement, co‐investment agreement, partnership agreement, limited liability company agreement, shareholder agreement, subscription agreement, or other similar document governing and evidencing an Equity -15- USActive 60444631.4 Investment, including any side letters relating thereto to which a Loan Party is a party or is otherwise binding on such Loan Party. “Equity Investment Capital Call” means with respect to an Equity Investment, a call upon all or any Obligors for payment of all or any portion of their Equity Investment Capital Commitment. “Equity Investment Capital Commitment” means, with respect to any Equity Investment, the commitment, if any, of an Obligor to make Equity Investment Capital Contributions or otherwise providing funding to any Obligor in response to an Equity Investment Capital Call pursuant to the Equity Investment Agreement and any related subscription agreement or other offering materials governing such Equity Investment from time to time. “Equity Investment Capital Contribution” means, for any Obligor with respect to any Equity Investment, any capital contribution or other funding made by such Obligor in response to an Equity Investment Capital Call. “Equity Investment Obligations” means, the obligations of any Person with respect to any Equity Investments (including any related Equity Investment Capital Commitment). “Equity Investment Transfer Agreement” means, any transfer agreement or consent to transfer relating to an Equity Investment, to the extent required in connection with such transfer. “ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time. “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party or Holdings within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code or Section 302 of ERISA). “ERISA Event” means (a) the occurrence of any Reportable Event; (b) the failure by Holdings, a Loan Party or any ERISA Affiliate to meet the minimum funding standard of Section 412 or 430 of the Code and Section 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived), the failure to make by its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA with respect to any Pension Plan or the failure by Holdings, a Loan Party or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (c) the determination that any Pension Plan is considered an at‐risk plan or that any Multiemployer Plan is endangered or is in critical status within the meaning of Section 430, 431 or 432 of the IRC or Section 303, 304 or 305 of ERISA, as applicable; (d) the incurrence by Holdings, a Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA, other than for PBGC premiums not yet due; (e) the provision to Holdings, a Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan or the occurrence of any event or condition which would reasonably be expected to constitutes grounds under Section 4041 or 4042 of ERISA for the termination of, or the appointment of a trustee to administer any Pension Plan or Multiemployer Plan or the institution by the PBGC of proceedings to terminate any Pension Plan -16- USActive 60444631.4 or Multiemployer Plan; (f) the withdrawal of a Holdings, Loan Party or any ERISA Affiliate from a Pension Plan or the termination of any such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA or the cessation of operations by Holdings, a Loan Party or any ERISA Affiliate that would be treated as a withdrawal from a Pension Plan under Section 4062(e) of ERISA; (g) the imposition of liability on a Holdings, Loan Party or any ERISA Affiliate pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (h) the partial or complete withdrawal (within the meaning of Section 4203 and 4205 of ERISA) by Holdings, a Loan Party or any ERISA Affiliate from any Multiemployer Plan or the receipt by Holdings, a Loan Party or any ERISA Affiliate of notice from any Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (i) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan, or the assets thereof, or against a Holdings, Loan Party, or any ERISA Affiliate in connection with any Employee Benefit Plan; or (j) the imposition of a Lien on the property of Holdings, a Loan Party pursuant to Section 430(k) of the Code or pursuant to Section 303(k) or 4068 of ERISA or otherwise. “Erroneous Payment” has the meaning assigned to it in Section 7.10(a). “Event of Default” has the meaning assigned to that term in Section 6.01. “Excepted Persons” has the meaning assigned to that term in Section 11.11(a). “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Excluded Amounts” means, without duplication, (a) any amount received in any Collection Account which is attributable to the payment of any non‐income Tax, fee or other charge imposed by any Governmental Authority on any Portfolio Asset or on any Underlying Collateral, and (b) any amount received in the Collection Account with respect to any Portfolio Asset that is no longer owned by a Loan Party pursuant to a Sale pursuant to Section 2.11(a) to the extent such received amount is attributable to a time after the effective date of such Sale and (c) amounts deposited in any Collection Account which were not required to be deposited therein or were deposited in error. “Excluded Assets” has the meaning assigned to that term in Section 2.10(c). “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient under any Transaction Document: (a) any Taxes imposed on (or measured by) net income (however denominated), any franchise Taxes, and any branch profits Taxes, in each case by (i) the jurisdiction under the laws of which such Recipient is organized or in which such Recipient’s principal office is located or, in the case of any Lender, in which such Lender’s applicable lending office is located or (ii) a jurisdiction as the result of any other present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security -17- USActive 60444631.4 interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Transaction Document or any Advance, loan or commitment made pursuant to this Agreement); (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Advance or Commitment (other than pursuant to an assignment requested by Section 2.15(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.13, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.13(e) or (f); and (d) any withholding Taxes imposed under FATCA. “Facility Increase” has the meaning assigned to that term in Section 2.14(a). “Facility Increase Notice” has the meaning assigned to that term in Section 2.14(a). “Facility Termination Date” means the date on which the aggregate outstanding principal amount of the Advances have been repaid in full and all accrued and unpaid interest thereon, all Fees and all other Obligations (other than contingent indemnification obligations not then due and owing) have been paid in full, the Commitments of the Lenders hereunder have been terminated and the Co‐ Borrowers have no further right to request any additional Advances. “FATCA” means Sections 1471 through 1474 of the Code as in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations promulgated thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date hereof (or any amended or successor version described above) and any intergovernmental agreements (or related rules, legislation or official administrative guidance) implementing such provisions of the Code or any non‐U.S. laws implementing the foregoing. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to major banks selected by the Administrative Agent on such day on such transactions as reasonably determined by the Administrative Agent. Notwithstanding the foregoing or any other provision of this Agreement, the rate determined pursuant to this definition shall not be less than the Floor. “Fee Letters” means the Agent Fee Letter, the Servicer Fee Letter, the Structuring Fee Letter and each other fee letter agreement entered into by and among the Co‐Borrowers and any -18- USActive 60444631.4

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of the Administrative Agent, the Servicer, Barings LLC and/or any Lender or any Affiliate thereof in connection with the transactions contemplated by this Agreement. “Fees” means the fees payable to the Servicer, the Administrative Agent, any Account Bank, Barings LLC, any Lender, any other Secured Party, any Affiliate thereof or any other applicable agent, managed account or partyPerson pursuant to the terms of the Fee Letters or the other Transaction Documents. “Floor” means 0.25% “First Amendment Effective Date” means June 28, 2023. “Floor” means 0.25% “Foreign Pledge Agreements” means collectively, the Australian Pledge Agreement, the Guernsey Pledge Agreement, and the UK Pledge AgreementAgreements. “Fourth Amendment Effective Date” means July 21, 2025. “GAAP” means, generally accepted accounting principles as in effect from time to time in the United States. “General Partner” means an entity into which a General Partner Investment was made. “General Partner Investment” means, an Equity Investment the recipient of which is an entity that is responsible, either alone or with others, for managing, operating or Controlling an Investment Fund as a general partner, managing member or other Person of similar authority. “Governmental Authority” means, with respect to any Person, any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government and any court or arbitrator having jurisdiction over such Person (including any supra‐national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). “Guarantee” of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or -19- USActive 60444631.4 other obligation or (iv) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning. “Guarantors” means each UK Guarantor and each other Person that from time to time guaranties the Obligations. “Guaranty Agreement” means that certain Guaranty Agreement, dated as of the date hereof, by and among the UK Guarantors from time to time party thereto and the Administrative Agent. “Guernsey Pledge Agreement” means the Guernsey law governed document entitled “Security Interest Agreement” dated on our around the date of this Agreement between Kudu and the Administrative Agent and creating a security interest in and to the collateral described therein to the Administrative Agent in favor of the Lenders “Hazardous Materials” means any substances or materials (a) that are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law; (b) that are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated as such by any Governmental Authority; (c) the presence of which require investigation or remediation under any Environmental Law or common law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other approval by a Governmental Authority; (e) that are deemed to constitute a nuisance or a trespass that pose a health or safety hazard to Persons or neighboring properties; (f) that consist of underground or aboveground storage tanks, whether empty, filled or partially filled with any substance; or (g) that contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas. “Holdings” has the meaning assigned to that term in the preamble hereto. “Holdings AML and International Trade Default” means, any one of the following events: (a) that any representation contained Section 4.05(l) is or becomes false at any time; or (b) a Loan Party fails to comply with the covenant contained in Section 11.21(d)(i) in any material respect at any time. “IFRS” means international accounting standards within the meaning of International Accounting Standards Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein. -20- USActive 60444631.4 “Indebtedness” of any Person means, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (vi) above, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Equity Interests of such Person (other than pursuant to any repurchase or redemption offer voluntarily made by such Person), (x) all net obligations of such Person in respect of derivative transactions and (xi) all Off‐Balance Sheet Liabilities. “Indemnified Amounts” has the meaning assigned to that term in Section 10.01(a). “Indemnified Party” has the meaning assigned to that term in Section 10.01(a). “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of a Loan Party or Holdings under any Transaction Document and (b) to the extent not otherwise described in (a), Other Taxes. “Indorsement” has the meaning specified in Section 8‐102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning. “Information” has the meaning assigned to that term in Section 11.11(e). “Initial Advance” means the first Advance made to a Co‐Borrower pursuant to Article II. “Initial Lender” means, Massachusetts Mutual Life Insurance Company. “Initial Portfolio Assets” means, the General Partnership Investments owned by a Loan Party on the Closing Date, as set forth on Schedule I delivered on the Closing Date. “Interest Determination Date” means, for each Advance made (i) on or prior to the Fourth Amendment Effective Date, the second U.S. Government Securities Business Day immediately preceding the Fourth Amendment Effective Date and (ii) thereafter, the second U.S. Government Securities Business Day immediately preceding the date of such Advance. “Interest Period” means, with respect to any Advance (a) initially, the period commencing on the Advance Date with respect to such Advance to but excluding the first Payment Date to occur after the date of such Advance and (b) thereafter, each successive period from and including each Payment Date to but excluding the following Payment Date; provided -21- USActive 60444631.4 that, if an Interest Period would extend beyond the Maturity Date, then such Interest Period shall end on the Maturity Date. “Interest Rate” means, a rate per annum equal to (i) for each Advance made prior to the Fourth Amendment Effective Date, the Applicable Benchmark plus the Applicable Spread, calculated as of the Fourth Amendment Effective Date and (ii) for each Advance made on or following the Fourth Amendment Effective Date, the greater of (A) the Applicable Benchmark plus the Applicable Spread and (B) 7.25%, calculated as of the applicable Advance Date. “Interest Reserve Account” means the account established at the Account Bank which shall be subject to an Account Control Agreement pursuant to which the Co‐Borrowers shall maintain the Interest Reserve Amount. “Interest Reserve Amount” means as of any date of determination an amount equal to the aggregate amount of interest payments payable on Indebtedness arising under this Agreement for the most recent quarter then ended multiplied by (2) two, which amount may consist of cash and/or Eligible Receivables expected to accrue as of such quarter‐end; provided that the aggregate amount of Eligible Receivables may not exceed more than 30% of the Interest Reserve Amount. “Interim-Period Payment Date” has the meaning assigned to that term in the definition of “Payment Date”. “Investment Advisers Act” means the U.S. Investment Advisers Act of 1940, as amended from time to time. “Investment Fund” means any investment vehicle (regardless of form), including any intermediate vehicle, for which a General Partner acts as the general partner, managing member or other Person of similar authority or having a similar role. “Investment Fund Agreements” means for any Investment Fund, its organizational documents of which a Responsible Person of a Co‐Borrower has knowledge, including: (a) in the case of any limited partnership, exempted limited partnership or similar form of business entity, the limited partnership agreement, exempted limited partnership agreement of such Person, agreement with any investor or partner, offering document, private placement memorandum, or other agreement to which the Investment Fund is a party; (b) in the case of any limited liability company, the certificate of formation, limited liability company agreement and/or operating agreement of such Person, agreement with any investor or partner, offering document, private placement memorandum, or other agreement to which the Investment Fund is a party; and (c) in the case of a corporation or an exempted company, the certificate of incorporation and the memorandum of association and articles of association and/or the bylaws (or equivalent) of such Person, agreement with any investor or partner, offering document, private placement memorandum, or other agreement to which the Investment Fund is a party. “Investment Guidelines” means the investment guidelines set forth on Schedule V as may be amended from time to time with the prior written consent of the Servicer, not to be unreasonably withheld, conditioned or delayed. -22- USActive 60444631.4

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“Investment Value” means, as of any date of determination, with respect to any Eligible Portfolio Asset, the fair value calculated in accordance with Applicable Accounting Principles and subject to the Valuation Policy, as reported by the Loan Parties in their latest quarterly reports delivered by the Administrative Borrower to the Administrative Agent; provided that if the Initial Lender believes in good faith and determines in a commercially reasonable manner that the valuation does not reflect the accurate value of an Eligible Portfolio Asset then the Initial Lender may select a third party valuation firm with the consent of the Administrative Borrower, and the value for such Eligible Portfolio Asset shall be the Lender’s new valuation (the reasonable and documented out‐of‐pocket costs and expenses of the first new valuation requested by the Initial Lender during any twelve‐month period will be paid, on a joint and several basis, by the Co‐Borrowers and the costs and expenses of each subsequent new valuation requested by the Initial Lender during such twelve‐month period will be paid by the Lenders). “Kudu” has the meaning given to that term in the preamble hereto. “Kudu US” has the meaning given to that term in the preamble hereto. “Lender” means collectively, the Initial Lender and any other Person to whom any Lender assigns any part of its rights and obligations under this Agreement and the other Transaction Documents in accordance with the terms of Section 11.04 and any other party that becomes a lender pursuant to an Assignment and Assumption Agreement. “Lender Covered Entity” means each (a) Lender and its subsidiaries and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (i) ownership of, or power to vote, 25% or more of the issued and outstanding Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person or (ii) power to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise. “Lien” means any mortgage or deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, claim, preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, lease or other title retention agreement, sale subject to a repurchase obligation, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing and including any “security interest” under the Australian PPSA, but excluding any interest described in section 12(3) of the Australian PPSA that does not, in substance, secure payment or performance of an obligation), or the filing of or financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction. “Loan Asset” means (a) any loan interest in the loan obligations of any applicable Obligor, (b) any note, bond, debenture or other debt security, (c) any such Loan Asset owned by or Transferred to a Loan Party and (d) the Australian Collateral, which includes (i) the Portfolio Asset File therefor, and (ii) all right, title and interest in and to (A) such loan interest, note, bond, -23- USActive 60444631.4 debenture or other debt security, (B) the related Underlying Loan Agreement and (C) any Underlying Collateral. “Loan Parties” means, each Co‐Borrower, each UK Guarantor, and each other Person that (i) executes a guaranty of the Obligations and/or (ii) grants a Lien on all or substantially all of its assets to secure payment of the Obligations. “LTV” means, as of any date of determination, the ratio of (i) Advances Outstanding as of such date to (ii) the aggregate Investment Value of all Eligible Portfolio Assets plus cash and cash equivalents which are deposited in any Collection Account and the Interest Reserve Account, in each case subject to an Account Control Agreement, as of such date. “LTV Certificate” means, a certificate setting forth the calculation of LTV as of the applicable date of determination, substantially in the form of Exhibit A, prepared by the Administrative Borrower and in form reasonably acceptable to the Servicer. “LTV Trigger Event” means, if, as of any date of determination, after the six month anniversary of the Closing Date, the LTV exceeds the Maximum LTV Percentage. “Majority Lenders” means the Lenders representing an aggregate of more than 50% of the aggregate Commitments. The Commitments of any Defaulting Lender shall be disregarded in determining the Majority Lenders at any time. “Management Contracts” means the management contracts entered into by any Loan Party in connection with the management of a Portfolio Asset. “Market Trigger Event” means, as of any date of determination, (i) an Event of Default has occurred and is continuing, (ii) an LTV Trigger Event has occurred and is continuing, (iii) the Debt Service Coverage Ratio as of such date is less than 2.5:1.0, (iv) [reserved], (v) a Material Investment Event or a Material Modification has occurred and is continuing, (vi) the Eligible Portfolio Assets consist of less than six (6) separate General Partnership Investments or the aggregate Investment Value of all Eligible Portfolio Assets is less than $300,000,000500,000,000, or (vii) the occurrence of a Ratings Event. For the avoidance of doubt, the occurrence of a Market Trigger Event under this Agreement shall not constitute an Event of Default. “Material Adverse Effect” means (a) a material adverse effect on the business, financial condition, operations, liabilities (actual or contingent) or performance of Holdings and the Loan Parties, taken as a whole, (b) a material adverse effect on the validity or enforceability of this Agreement or any other Transaction Document, (c) a material impairment of the rights and remedies of the Administrative Agent, the Servicer, any Lender or any other Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) a material adverse effect on the ability of Holdings and the Loan Parties, taken as a whole, to perform their respective obligations under this Agreement or any other Transaction Document or (e) a material adverse effect on the existence, perfection, priority or enforceability of the Administrative Agent’s or the other Secured Parties’ Lien on the Collateral Portfolio; provided that, in each case, there shall be no Material Adverse Effect to the extent such Material Adverse -24- USActive 60444631.4 -25- USActive 60444631.4 June 28, 2024 – June 27, 2027 50% Years After SecondFourth Amendment Effective Date June 28, 2027 – June 27, 2029July 21, 2025 – July 20, 2031 Maximum LTV Percentage 40% Effect arises from the action (or inaction) of the Administrative Agent, the Servicer, any Lender or any other Secured Party. “Material Investment Event” means, any of the following with respect to an Eligible Portfolio Asset that is an Equity Investment (a) a Bankruptcy Event, (b) a Partnership Default Trigger Event, (c) a complete write‐down or write‐off or any reduction in excess of 50% of the Investment Value of such Eligible Portfolio Asset by a Co‐Borrower and (d) the occurrence of any “change of control”, “key man event” (or such similar term or concept) under the Constituent Documents of such Eligible Asset that, in the reasonable determination of the Servicer, results in a reduction in excess of 50% of the Investment Value of such Eligible Portfolio Asset. In the event of a Material Investment Event, the relevant Eligible Portfolio Asset with respect to which such Material Investment Event has occurred shall be excluded from the Borrowing Base and a corresponding reduction to the LTV. “Material Modification” means, any of the following with respect to an Eligible Portfolio Asset that is a Loan Asset, any amendment or waiver of, or modification or supplement to, or termination, cancellation or release of, an Underlying Loan Agreement for such Eligible Portfolio Asset, which is material and adverse to the interests of the Lenders, the Co‐Borrowers or the Portfolio Assets taken as a whole. In the event of a Material Modification, the relevant Eligible Portfolio Asset with respect to which such Material Modification has occurred shall be excluded from the Borrowing Base and a corresponding reduction to the LTV. “Maturity Date” means the earlier to occur of (a) the fifteenth (15th) anniversary of the Closing DateJuly 21, 2038, or if such date is not a Business Day, the immediately preceding Business Day, and (b) the date the Advances are accelerated upon the occurrence of an Event of Default. “Maximum Availability” means, at any time, the lesser of (a) the Maximum Facility Amount at such time and (b) the Borrowing Base at such time. “Maximum Facility Amount” means, at any time, an amount equal to the aggregate Commitments of the Lenders at such time. The Maximum Facility Amount (i) on the Closing Date is $300,000,000 and, (ii) on the Second Amendment Effective Date is $350,000,000 and (iii) on the Fourth Amendment Effective Date is $500,000,000. “Maximum LTV Percentage” means, as of any date of determination, the applicable percentage set forth below. June 28, 2029 – June 27July 21, 2031 -26- USActive 60444631.4 25% June 28July 21, 20342033 – June 27July 20, 2036 0%15% Thereafter June 28, 2031 – June 27, 2034 0% – July 20, 2033 “Maximum Rate” has the meaning assigned to that term in Section 2.05(g). “Minimum Utilization Amount” means, as of any date of determination, (i) prior to March 31, 2025, an amount equal to seventy percent (70%) of the Maximum Facility Amount as of the Closing Date and, (ii) from and after March 31, 2025 to but excluding the Fourth Amendment Effective Date, an amount equal to seventy percent (70%) of the Maximum Facility Amount as of such date, (iii) from the Fourth Amendment Effective Date to but excluding the date that is eighteen (18) months following the Fourth Amendment Effective Date, an amount equal to fifty percent (50%) of the Maximum Facility Amount as of such date, and (iv) thereafter, an amount equal to seventy-five percent (75%) of the Maximum Facility Amount as of such date. “Moody’s” means Moody’s Investors Services, Inc., or any successor thereto. “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which Holdings, a Loan Party or any ERISA Affiliate contributed or had any obligation to contribute on behalf of its employees at any time during the current year. “Multiple Employer Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which has two or more contributing sponsors (including Holdings, each Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. “NAIC” means National Association of Insurance Commissioners. “Net Income” means for any period, the net income (or loss) of the Loan Parties, determined on a consolidated basis, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP. “Non‐Call Period” has the meaning assigned to that term in Section 2.04(d). “Non‐Consenting Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Majority Lenders. “Non‐Dollar Amount” has the meaning assigned to that term in the definition of “Dollar Equivalent.” 15%

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“Non‐U.S. Lender” has the meaning assigned to that term in Section 2.13(e). “Notice of Borrowing” means a written notice of borrowing from the Administrative Borrower to the Administrative Agent substantially in the form of Exhibit B. “Notice of Exclusive Control” means a “Notice of Exclusive Control” or similar notice as defined in the applicable Account Control Agreement, or the UK Pledge Agreement, as applicable. “NRSRO” means Nationally Recognized Statistical Rating Organization. “Obligations” means, all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Loan Parties to the Lenders, the Administrative Agent, the Account Bank, the Servicer, Barings LLC or any other Secured Party arising under this Agreement or any other Transaction Document and shall include all liability for principal of and interest on the Advances, Fees, indemnifications and other amounts due or to become due by the Loan Parties to the Lenders, the Administrative Agent, the Account Bank, the Servicer, Barings LLC and any other Secured Party under this Agreement or any other Transaction Document, including any Fee Letter, and costs and expenses payable by the Loan Parties to the Lenders, the Administrative Agent, the Account Bank, the Servicer, Barings LLC or any other Secured Party, including reasonable and documented attorneys’ fees, costs and expenses, including interest, fees and other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency proceeding). “Obligor” means, collectively, each Person (i) that has issued Equity Interests of any Equity Investment held or acquired directly by a Co‐Borrower or a UK Guarantor, as applicable, or (ii) that is obligated to make payments under a Loan Agreement, including any guarantor thereof. “OFAC” has the meaning assigned to that term in the definition of “Sanctions and Anti‐Terrorism Laws.” “Off‐Balance Sheet Liabilities” of any Person shall mean (i) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person or (ii) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person. “Other Taxes” has the meaning assigned to that term in Section 11.07(b). “Participant” has the meaning assigned to the term in Section 11.04(d). “Participant Register” has the meaning assigned to that term in Section 2.03(c). -27- USActive 60444631.4 “Partnership Default Trigger Event” means, on any date of determination, a default by any Loan Party, directly or indirectly in its material payment obligations relating to any Equity Investments with an aggregate Investment Value as of such date in excess of 15% of the Borrowing Base (including failure of any Loan Party, directly or indirectly with respect to its Equity Investment Obligations, including failure to fund any duly called Equity Investment Capital Call in respect of such Equity Investment beyond any applicable notice and cure period contained in the Constituent Documents of the issuer of such Equity Investment); provided, that, in the event that the aggregate Investment Value of such Equity Investments as of such date is 15% or less of the Borrowing Base, such default shall not constitute a “Partnership Default Trigger Event” and in lieu thereof such amount shall be deducted from the Borrowing Base. “Payment Date” means (a) with respect to any unscheduled payments made at the Administrative Borrower’s option, any date specified by the Administrative Borrower so long as no more than two (2) such Payment Dates per calendar quarter (or such higher number agreed to by the Initial Lender and the Administrative Agent) are declared pursuant to this clause (a) (such unscheduled payment date, an “Interim-Period Payment Date”), (b) with respect to regularly scheduled payment dates, the last Business Day of each calendar quarter (such regularly scheduled payment date, a “Scheduled Payment Date”) and (c) the Maturity Date; provided that, the Administrative Borrower shall deliver written notice to the Administrative Agent and the Initial Lender at least three (3) Business Days prior to any Interim-Period Payment Date. “Payment Date Report” means a report delivered by the Administrative Borrower and approved by the Servicer pursuant to Section 2.09, substantially in the form of Exhibit F. “PBGC” means the United States Pension Benefit Guaranty Corporation referred to and defined in ERISA. “Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan but not a Multiemployer Plan) that is maintained or is contributed to by Holdings, a Loan Party or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. “Permitted Debt” means any of the following: (a) Indebtedness arising in connection with the endorsement of instruments for deposit, (b) Indebtedness secured by liens of the type described in clause (a) or (c) of the definition of “Permitted Liens”, (c) capital commitments or other funding requirements under any Portfolio Asset, (d) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business, (e) Indebtedness in respect of netting services and overdraft protections and otherwise in connection with deposit accounts, (f) obligations to prime brokers and derivative counterparties in connection with transactions entered into in the ordinary course of business and (g) accrued and unpaid earn‐outs and other similar contingent consideration obligations. “Permitted Liens” means any of the following: (a) Liens for Taxes if such Taxes shall not at the time be due or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with Applicable Accounting Principles have provided for on the books of such Person; (b) Liens imposed by law, -28- USActive 60444631.4 such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with Applicable Accounting Principles have been provided on the books of the applicable Person; (c) Liens granted pursuant to or by the Transaction Documents; (d) Liens in favor of the Account Bank (i) which arise as a matter of law on items in the course of collection or encumbering deposits or other similar Liens (including the right to set off), (ii) which result from contractual rights of set off relating to the establishment of depository relations with such financial institution or relate to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, or (iii) routinely imposed on securities or deposit accounts by the Account Bank, to the extent permitted under the Account Control Agreement, (e) Liens of clearing agencies, broker‐dealers and similar Liens incurred in the ordinary course of business attaching to securities (or proceeds) being purchased or sold or reasonable and customary initial deposits; (f) Liens on securities or other property in favor of prime brokers or Persons holding such securities or other property in a custodial capacity to secure fees and other amounts owed to such prime brokers or other Persons and (g) Liens arising out of judgments or awards that do not constitute an Event of Default under Section 6.01(e). “Person” means an individual, limited partnership, partnership, corporation (including a statutory or business trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity. “Plan Assets” means the “plan assets” of an “employee benefit plan” subject to Title I of ERISA or a “plan” subject to Section 4975 of the Code, as determined under 29 C.F.R. Section 2510.3‐101, as modified by Section 3(42) of ERISA. “Pledged Equity” means the US Pledged Equity and the UK Pledged Equity. “Portfolio Asset” means, collectively, (i) all of the Loan Parties’ Equity Investments, (ii) any Loan Asset held by a Loan Party, which Equity Investments, Loan Assets or ownership interest includes, as applicable, (a) the Portfolio Asset File therefor, and (b) all right, title and interest of such Loan Party in and to (i) such debt interest, and (ii) the related Underlying Agreement and any Underlying Collateral. “Portfolio Asset Assignment” means each (a) Equity Investment Transfer Agreement, and (b) assignment or other agreement pursuant to which any Portfolio Asset not originated by a Loan Party is Transferred to a Loan Party (i) in a form substantially based upon the form document for loan assignments of the Loan Syndications and Trading Association, (ii) in a form substantially based upon the form document for assignments required by the related Underlying Agreement, or (iii) in a form reasonably agreed to by the Co‐Borrowers and reasonably acceptable to the Majority Lenders on or prior to the Closing Date or Cut‐Off Date for such Portfolio Asset, as the case may be. “Portfolio Asset Checklist” means, with respect to each Portfolio Asset, an electronic or hard copy, as applicable, of a checklist delivered, by or on behalf of each Loan Party to the -29- USActive 60444631.4 -30- USActive 60444631.4 Prepayment Premium Percentage Servicer of all Required Portfolio Documents and all other agreements, instruments, certificates or other documents and items required to be executed or delivered in connection with a Portfolio Asset, including the Required Portfolio Documents therefor. “Portfolio Asset File” means, with respect to each Portfolio Asset, a file containing each of the agreements, instruments, certificates and other documents and items set forth on the Portfolio Asset Checklist with respect to such Portfolio Asset. “Portfolio Asset Schedule” means, (a) a schedule of the Portfolio Assets and setting forth for each such Portfolio Asset (i) the legal name of the applicable Obligor, (ii) the current principal balance or nominal value or amount or percentage ownership interest held by a Loan Party, as applicable, (iii) any Portfolio Asset Assignment for each Portfolio Asset, (iv) whether such Portfolio Asset is an Eligible Portfolio Asset and (v) the other information specified for a Portfolio Asset as set forth on Schedule I, as delivered by or on behalf of such Loan Party, as applicable, to the Servicer and as updated from time to time as provided herein or (b) a Servicing Report containing the information described in clauses (a)(i) through (a)(v) above. “Post Closing Condition” means, each action that each Loan Party, as applicable, is required to take within the applicable periods set forth in Schedule VII, subject to Section 5.01(dd). “Potential Default” means, any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “Prime Rate” means, as of any day, the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent). Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective. Notwithstanding the foregoing or any other provision of this Agreement, the rate determined pursuant to this definition shall not be less than the Floor. “Prepayment Premium” means, as of any date of determination, in connection with any termination or reduction of any or all of the Commitments prior to the end of the Non-CallAvailability Period, as applicable, pursuant to SectionsSection 2.04(db), a prepayment premium in an amount equal to, 3% the “Prepayment Premium Percentage” of the amount of the Commitments so terminated or reduced on the date of such prepayment., as set forth below as of such date: July 21, 2025 – July 20, 2026 5% Years after the Fourth Amendment Effective Date

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-31- USActive 60444631.4 3% July 21, 2028 – July 20, 2029 3% July 21, 2029 – July 20, 2030 July 21, 2027 – July 20, 2028 2% July 21, 2026 – July 20, 2027 “Pro Rata Share” means, with respect to any Lender, as of any date of determination, the ratio of such Lender’s Commitment to the aggregate Commitments of all Lenders, which shall be determined based upon its share of the outstanding Advances and unused Commitments at such time (or after the date on which the Advances have been paid in full and the Commitments are terminated in accordance with such Lender’s pro rata share immediately prior to the date on which the Advances are paid in full and the Commitments are terminated). “Proceeds” means, with respect to the Collateral, all property that is receivable or received when such Collateral is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating to such Collateral. “Qualified Institution” means (i) a depository institution or trust company organized under the laws of the United States or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (a) that has either (1) a long‐term unsecured debt rating of “Baa2” or better by Moody’s and “BBB” or better by S&P or (2) a short‐term unsecured debt rating or certificate of deposit rating of “A‐1” or better by S&P or “P‐1” or better by Moody’s, (b) the parent corporation of which has either (1) a long‐term unsecured debt rating of “Baa2” or better by Moody’s and “BBB” or better by S&P or (2) a short‐term unsecured debt rating or certificate of deposit rating of “A‐1” or better by S&P and “P‐1” or better by Moody’s or (c) is otherwise acceptable to the Administrative Agent (acting at the direction of Majority Lenders) and (ii) the deposits of which are insured by the Federal Deposit Insurance Corporation. “Rating Letter” means a letter issued by an Acceptable Rating Agency in connection with any private debt rating for the Facility, which (a) sets forth the Debt Rating for the Advances, (b) refers to the Private Placement Number, if any, issued by Standard & Poor’s CUSIP Bureau Service in respect of the Advances, (c) addresses the likelihood of payment of both principal and interest on the Facility (which requirement shall be deemed satisfied if either (x) such letter includes confirmation that the rating reflects the Acceptable Rating Agency’s assessment of the Borrower’s ability to make timely payment of interest and ultimate repayment of principal on the Facility or a similar statement or (y) such letter is silent as to the Acceptable Rating Agency’s assessment of the likelihood of payment of both principal and interest and does not include any indication to the contrary), (d) includes such other information describing the relevant terms ofthe Facility as may be required from time to time by the SVO or any other Governmental Authority having jurisdiction over any holder of any Advances and (f) shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the letter from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of any Facility. For the avoidance of doubt, the form of the Rating Letter issued on the Closing Date shall be deemed to satisfy the foregoing requirements. 3% “Rating Rationale Report” means, with respect to any Rating Letter, a report issued by the Acceptable Rating Agency in connection with such Rating Letter (a) referring to the Private Placement Number, if any, issued by Standard & Poor’s CUSIP Bureau Service in respect of the Advances and (b) setting forth an analytical review of the Advances explaining the transaction structure, methodology relied upon, and analysis of the credit, legal, and operational risks and mitigants supporting the assigned private rating for the Advances, in each case, on the letterhead of the Acceptable Rating Agency or its controlled website and generally consistent with the work product that an Acceptable Rating Agency would produce for a similar publicly rated security and otherwise in form and substance generally required by the SVO or any other Governmental Authority having jurisdiction over any holder of any Advances from time to time. Such report shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the report from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of any Advances. “Ratings Event” has the meaning assigned to that term in Section 2.18. “Recipient” means (a) the Administrative Agent, and (b) any Lender, as applicable. “Records” means all documents relating to the Portfolio Assets, including books, records and other information executed in connection with the Transfer of and maintenance of the Portfolio Assets in the Collateral Portfolio or maintained with respect to the Collateral Portfolio and the related Obligors that a Loan Party or the Servicer has generated, or in which such Loan Party has otherwise obtained an interest. “Register” has the meaning assigned to that term in Section 2.03(b). “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. “Release Date” has the meaning assigned to that term in Section 2.11(b). “Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto. “Removal Effective Date” has the meaning assigned to that term in Section 7.05(b). “Replacement Servicer” has the meaning assigned to that term in Section 8.01(c). “Reportable Compliance Event” means any Lender Covered Entity or Borrower Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any alleged violation of any Sanctions and Anti‐Terrorism Laws, Anti‐Corruption Laws or Anti‐Money Laundering Laws applicable to such Person. -32- USActive 60444631.4 “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than an event for which the 30 day notice period has been waived. “Reporting Date” means the last day of each fiscal quarter or, if such date is not a Business Day, the next succeeding Business Day. “Required Portfolio Documents” means, for each Portfolio Asset, copies of the following executed documents or instruments, all as specified on the related Portfolio Asset Checklist, to the extent applicable for such Portfolio Asset: (i) Underlying Agreements, (ii) Portfolio Asset Assignments, (iii) guaranty or indenture, (iv) security agreement or mortgage, (v) indemnities, (vi) stock purchase agreement, (vii) investor rights agreement, (viii) voting agreement, (ix) tax sharing agreement, (x) any Constituent Document, (xi) subscription agreement, (xii) side letter, (xiii) option agreement, (xiv) capital call agreement, (xv) warrant, and (xvi) any other executed documents or agreements related thereto as reasonably requested by the Initial Lender (but solely to the extent in the possession of a Co‐Borrower). “Resignation Effective Date” has the meaning assigned to that term in Section 7.05(a). “Responsible Person” means any duly authorized officer or director of such Person or any other individual duly authorized to act for such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer or director of such Person or other individual duly authorized to act for such Person to whom such matter is referred because of such officer’s or other individual’s knowledge of and familiarity with the particular subject. “Restricted Junior Payment” means, (a) any dividend or other distribution, direct or indirect, on account of any class of membership interests of a Loan Party now or hereafter outstanding (including any distribution with respect to the liability of such Loan Party’s direct or indirect equity owners for taxes), except a dividend or other distribution paid solely in interests of that class of membership interests or in any pari passu or junior class of membership interests of such Loan Party, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of membership interests of a Loan Party now or hereafter outstanding, (c) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire membership interests of a Loan Party now or hereafter outstanding, or (d) any payment of management fees by a Loan Party. “Revolving Loan Note” has the meaning assigned to such term in Section 2.03(a). “S&P” means Standard & Poor’s Rating Services, a division of The McGraw‐Hill Companies, Inc., or any successor thereto. “Sale” or “Sold” has the meaning assigned to that term in Section 2.11(a). “Sanctioned Country” means a country or territory that is the subject of a comprehensive sanctions program maintained under any Sanctions and Anti‐Terrorism Laws (as of the Closing Date, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine). -33- USActive 60444631.4 “Sanctioned Person” means (a) any Person included on a list of designated or restricted Persons maintained by OFAC (including, without limitation, OFAC’s Specially Designated Nationals and Blocked Persons List and Sectoral Sanctions Identifications List), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant Governmental Authority, (b) any Person located, organized, or resident in a Sanctioned Country, or (c) any Person 50% or more owned, directly or indirectly, individually or in the aggregate, or controlled by any such Person or Persons described in clauses (a) or (b). “Sanctions and Anti‐Terrorism Laws” means any and all economic or financial sanctions or trade embargoes or anti‐terrorism laws administered or enforced by the U.S. Government (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)), the United Nations Security Council, the European Union, Her Majesty’s Treasury or, as to any person, any other applicable Governmental Authority, and any regulation, order, or directive promulgated, issued or enforced pursuant to such applicable laws, all as amended, supplemented or replaced from time to time. “Scheduled Payment” means, each scheduled Distribution required to be made to a Loan Party on a Portfolio Asset. “Scheduled Payment Date” has the meaning assigned to that term in the definition of “Payment Date”. “SEC” means the U.S. Securities and Exchange Commission, or any successor thereto. “Second Amendment Effective Date” means June 28, 2024. “Secured Party” means, the Administrative Agent and each Lender party hereto from time to time (together with its permitted successors and assigns) and the Servicer; provided that in any context requiring a Secured Party to give direction to the Administrative Agent, such reference to Secured Party shall not include the Administrative Agent. “Servicer” means Barings FinanceDirect Investments LLC, not in its individual capacity, in its capacity as servicer pursuant to the terms of this Agreement, together with its successors and permitted assigns, including any successor appointed pursuant to Article VIII. “Servicer Fee Letter” means, if applicable, any fee letter or letters between the Servicer and each Co‐Borrower entered on or before the Closing Date. “Servicer Termination Event” means the occurrence of any one or more of the following events: (a) a Bankruptcy Event shall occur with respect to the Servicer; (b) the Servicer shall purport to assign its rights or obligations as “Servicer” hereunder (other than as expressly permitted as provided herein); -34- USActive 60444631.4

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(c) any failure by the Servicer to observe or perform any covenant or other agreement of the Servicer set forth in this Agreement or the other Transaction Documents, which continues to be unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent (acting at the direction of the Majority Lenders) or the Administrative Borrower and (ii) the date on which a Responsible Person of the Servicer acquires knowledge thereof (or such extended period of time reasonably approved by the Administrative Borrower not to exceed sixty (60) days in the aggregate; provided that the Servicer is diligently proceeding in good faith to cure such failure or breach); and (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered by the Servicer pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made. “Servicer Termination Expenses” has the meaning assigned to that term in Section 8.01(b). “Servicer Termination Notice” has the meaning assigned to that term in Section 8.01(b). “Servicing Fees” means the fees set forth in the Servicerapplicable Fee Letter that are payable to the Servicer. “Servicing Report” has the meaning assigned to that term in Section 8.08(c)(i). “Servicing Standard” means, with respect to any Portfolio Assets included in the Collateral, to service and administer such Portfolio Assets by or on behalf of a Loan Party in accordance with Applicable Law, the terms of this Agreement, the Underlying Agreements and all customary and usual servicing practices for assets like the Portfolio Assets. “Similar Law” has the meaning assigned to that term in Section 4.01(t). “Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the fair value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent liabilities or unliquidated at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability and are determined as contingent liabilities in accordance with applicable federal, state and foreign laws governing determinations of insolvency. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. -35- USActive 60444631.4 “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “Spot Rate” for a currency means the rate reasonably determined in good faith by the Account Bank (acting upon the instructions of the Administrative Borrower) to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date three (3) Business Days prior to the date as of which the foreign exchange computation is made or if such rate cannot be computed as of such date such other date as the applicable Person shall reasonably determine is reasonably appropriate under the circumstances; provided that the Account Bank (acting upon the instructions of the Administrative Borrower) may obtain such spot rate from another financial institution reasonably designated in good faith by such Person if such Person does not have as of the date of determination a spot buying rate for any such currency. “State” means one of the fifty states of the United States or the District of Columbia. “Structuring Fee Letter” means, any fee letter or letters between Barings LLC and the Co-Borrowers, entered into on the Second Amendment Effective Date, as amended, restated, supplemented or otherwise modified from time to time. “Subsidiary” means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of the board of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned and the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. For the avoidance of doubt, no Portfolio Asset shall constitute a Subsidiary for any purpose under the Agreement. “SVO” means the Securities Valuation Office of the NAIC. “Tax Compliance Certificate” has the meaning assigned to that term in Section 2.13(e). “Taxes” means any present or future taxes, levies, imposts, duties, charges, deductions, withholdings (including backup withholding), assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority. “Term SOFR” means a rate per annum equal to the Term SOFR Reference Rate (rounded upward to the next one-sixteenth (1/16th) of one percent (0.0625%), if necessary) for a tenor of three months on the day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of the relevant Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that, if as of 5:00 p.m. on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on -36- USActive 60444631.4 the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor. “Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion). “Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR.” “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR. “Transaction Documents” means this Agreement, any Revolving Loan Note, the Account Control Agreement, the Fee Letters, the Guaranty Agreement, the Foreign Pledge Agreements, each Portfolio Asset Assignment and each agreement, instrument, certificate or other document related to any of the foregoing. “Transfer” means (a) the acquisition by, or the transfer or assignment to, a Loan Party of a Portfolio Asset pursuant to a Portfolio Asset Assignment, including, in the case of Portfolio Assets that constitute Equity Investments, the transfer or acquisition by a Co‐Borrower of an ownership interest in an Equity Investment pursuant to an Equity Investment Transfer Agreement, and (b) the origination of a Portfolio Asset by a Loan Party pursuant to an Underlying Agreement. “Transferor” means the assignor of a Portfolio Asset under a Portfolio Asset Assignment. “Treasury Rate” has the meaning given to such term in the definition of “Benchmark”. “UCC” means the Uniform Commercial Code as adopted in the State of New York or any other state from time to time that governs creation or perfection (and the effect thereof) of security interests in any Collateral. “UK Collateral” has the meaning assigned to the term “Charged Property” in theeach UK Pledge Agreement. “UK Guarantor” means each of KFO Holdings and KWCP Holdings. “UK Pledge AgreementAgreements” means (i) the English law governed debenture dated on or around the date of this Agreement between Kudu, the UK Guarantors and the Administrative Agent and (ii) the English law governed supplementary debenture dated on or about the Fourth Amendment Effective Date between Kudu, the UK Guarantors and the Administrative Agent. -37- USActive 60444631.4 “UK Pledged Equity” has the meaning assigned to each of the terms “Partnership Interests” and “Shares” in theeach UK Pledge Agreement. “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “Underlying Agent” means, with respect to a Loan Asset, the servicer, the administrative agent or other similar agent for the lenders party to the Underlying Loan Agreement for such Loan Asset. “Underlying Agreement” means any Equity Investment Agreement or any Underlying Loan Agreement, as the context may require. “Underlying Collateral” means, with respect to a Loan Asset, any property or other assets pledged or mortgaged as collateral to secure repayment of such Loan Asset, including, all proceeds from any sale or other disposition of such property or other assets. “Underlying Loan Agreement” means, any credit agreement, indenture or other agreement or document pursuant to which a Loan Asset with respect to any loan or debt for borrowed money or note, as applicable, has been issued or created and each other agreement that governs the terms of or, if applicable, secures the obligations represented by such Loan Asset, including any co‐lender or servicing agreement entered into by an applicable Underlying Agent or Underlying Servicer and, in respect of the Australian Collateral, includes the Australian Equity Notes and the document entitled “Shareholders’ agreement – Channel Capital Pty Ltd” dated November 20, 2020 between Channel Capital Pty Ltd ACN 162 591 568, Kudu, Glen Holding and Joshua Yeo. “Underlying Obligor Default” means, with respect to any Eligible Portfolio Asset that is a Loan Asset following the Cut‐Off Date relating thereto, the occurrence of one or more of the following events (any of which, for the avoidance of doubt, may occur more than once): (a) an Obligor payment default has occurred and is continuing under such Loan Asset (after giving effect to any grace or cure period or notice requirement set forth in the applicable Underlying Loan Agreement); (b) any other event of default or similar event or circumstance under the Underlying Loan Agreement for such Portfolio Asset for which the Co‐Borrowers (or agent or required lenders pursuant to the applicable Underlying Loan Agreement, as applicable) has elected to exercise any of its rights and remedies with respect to such Loan Asset (including the acceleration of the loan relating thereto), unless otherwise agreed to in writing by the Majority Lenders; (c) a Bankruptcy Event occurs with respect to any related Obligor under any Underlying Loan Agreement. “United States” means the United States of America. -38- USActive 60444631.4

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“Unused Fee” has the meaning assigned to that term in Section 2.05(b). “US Collateral” has the meaning assigned to that term in Section 2.10(a). “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. “US Pledged Equity” has the meaning assigned to that term in Section 2.10(b). “Utilization Fees” has the meaning given to such term in Section 2.05(d). “Valuation Policy” means a Loan Party’s valuation policy as in effect on the Closing Date, as the same may be amended, supplemented or as otherwise modified from time to time by such Loan Party with the prior consent of the Majority Lenders. “Write‐Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write‐down and conversion powers of such EEA Resolution Authority from time to time under the Bail‐In Legislation for the applicable EEA Member Country, which write‐down and conversion powers are described in the EU Bail‐In Legislation Schedule. SECTION 1.02 Other Terms. All accounting terms used but not specifically defined herein shall be construed in accordance with Applicable Accounting Principles. All terms used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article 9. SECTION 1.03 Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding” and “through” means “to and including.” SECTION 1.04 Interpretation. In each Transaction Document, unless a contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by the Transaction Documents; (c) reference to any gender includes each other gender; (d) reference to day or days without further qualification means calendar days; (e) the term “or” is not exclusive; (f) reference to any time means New York, New York time; -39- USActive 60444631.4 (g) reference to the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (h) reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor; (i) reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (j) any reference to the “Co‐Borrower”, the “Co‐Borrowers”, each “Loan Party” or the “Loan Parties” in this Agreement and in any other Transaction Document means, each Co‐Borrower or each Loan Party, individually, or the Co‐Borrowers or the Loan Parties collectively, as the context may require; provided that unless the context requires otherwise, any reference in this Agreement and in any other Transaction Document to financial statements of the Co‐Borrowers shall be deemed to refer to the consolidated financial statements of the Co‐Borrowers and their respective Subsidiaries, and references herein to “fiscal year” or “fiscal quarter” shall mean the fiscal year or fiscal quarter, as the case may be, of the Co‐Borrowers and their respective Subsidiaries; if payment or performance of any obligation of Holdings or the Loan Parties hereunder is due on a date which is not a Business Day, the required date for payment or performance shall be the next Business Day; and (k) unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable). SECTION 1.05 Advances to Constitute Loans. Notwithstanding any provision herein to the contrary, the parties hereto intend that the Advances made hereunder constitute a “loan” and not a “security” for purposes of Section 8‐102(15) of the UCC. SECTION 1.06 Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with Applicable Accounting Principles as in effect from time to time, applied on a basis consistent with the most recent audited financial statements of the Co‐Borrowers delivered pursuant to Section 5.01(z) (or, if no such financial statements have been delivered, on a basis consistent with the audited financial statements of the Co‐Borrowers last delivered to the Administrative Agent in connection with this Agreement); provided that (a) the foregoing requirements shall not apply to any estimated or projected valuations or other financial estimates, forecasts or other similar calculations and -40- USActive 60444631.4 (b) if the Administrative Borrower notifies the Administrative Agent that the Co‐Borrowers wish to amend any covenant in Section 5.02 to eliminate the effect of any change in Applicable Accounting Principles on the operation of such covenant (or if the Administrative Agent notifies the Administrative Borrower that the Majority Lenders wish to amend Section 5.02 for such purpose), then the Co‐Borrowers’ compliance with such covenant shall be determined on the basis of Applicable Accounting Principles in effect immediately before the relevant change in Applicable Accounting Principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Co‐Borrowers and the Majority Lenders. For the avoidance of doubt, nothing in this Section shall prevent the Co‐Borrowers from reporting asset values on a fair value basis in accordance with their usual practices. SECTION 1.07 Spot Rates. The Account Bank (acting upon the instructions of the Administrative Borrower) shall determine the Spot Rate as of each Determination Date to be used for calculating the Dollar Equivalent of any alternate currency, and such Spot Rate shall become effective as of such Determination Date and shall be the Spot Rate employed in converting any amounts between Dollars and such alternate currency until the next Determination Date to occur. Promptly upon request, the Administrative Borrower shall instruct the Account Bank to provide to the Administrative Borrower with a reasonably detailed description of any calculations or determination made pursuant to this Section 1.07. SECTION 1.08 Electronic Signatures. (a) Each of the parties hereto consents to do business electronically in connection with this Agreement, any other Transaction Document and the transactions contemplated hereby or thereby. Delivery of an executed counterpart of a signature page of this Agreement or any other Transaction Documents by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement or such other Transaction Document. (b) The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document, instrument, amendment, restatement, modification, reaffirmation, assignment and acceptance or other agreement to be signed in connection with this Agreement, any other Transaction Document and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature, physical delivery thereof or the use of a paper‐based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, Uniform Real Property Electronic Recording Act, if applicable, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act, if applicable; provided that nothing herein shall require the Lender to accept Electronic Signatures in any form or format without its prior written consent, which consent can be withheld in its sole discretion. The Lenders hereby consent to Electronic Signatures being provided by DocuSign. (c) Without limiting the generality of the foregoing, and to the extent permitted by Applicable Law, each of the parties hereto hereby (i) agrees that, for all purposes, including -41- USActive 60444631.4 without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings, other proceedings or litigation arising out of or related to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby, electronic images of this Agreement or any other Transaction Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby based solely on the lack of paper original copies of any Transaction Documents, including with respect to any signatures thereon. For the avoidance of doubt, the parties hereto hereby agree that this provision shall apply in equal force and have the same enforceability and validity to each other Transaction Document and any amendment, restatement, modification, reaffirmation, assignment and acceptance or other document related to this Agreement or such other Transaction Document whether or not expressly stated therein. (d) As used in this Section, “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Co-Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Co-Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. SECTION 1.09 Divisions. Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a -42- USActive 60444631.4

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separate Person hereunder (and each division of any limited liability company that is a subsidiary, joint venture or any other like term shall also constitute such a Person or entity). ARTICLE II. THE FACILITY SECTION 2.01 Advances. On the terms and conditions hereinafter set forth, each Lender, severally and not jointly, agrees to make Advances to the Co‐Borrowers from time to time on any Business Day during the Availability Period, in Dollars as the Administrative Borrower may request in an amount which immediately after giving effect to such Advance, would not cause the aggregate Advances Outstanding to exceed the Maximum Availability on such date. Notwithstanding anything contained in this Section 2.01 or elsewhere in this Agreement to the contrary, (a) if a Market Trigger Event occurs and is continuing (with written notice of such Market Trigger Event provided by the Majority Lenders to the Administrative Agent), then the obligation of the Lenders to make Advances will automatically be suspended and the Lenders will not be required (and the Administrative Borrower is not permitted to request Lenders) to make any Advance to the Co‐Borrowers, (b) [reserved] and (c) no Lender is obligated to make any Advance in an amount that would, immediately after giving effect to such Advance, exceed such Lender’s Commitment less the aggregate outstanding amount of any Advances funded by such Lender. Each Advance to be made hereunder shall be made by the Lenders in accordance with their respective Pro Rata Shares. If the Availability Period has been suspended as a result of a Market Trigger Event as provided in this Section 2.01, the Availability Period shall be reinstated upon delivery of an LTV Certificate by the Administrative Borrower demonstrating that the Market Trigger Event which gave rise to such suspension no longer exists or, notwithstanding the occurrence of such Market Trigger Event, if the LTV is not in excess of the applicable Maximum LTV Percentage, subject to the approval of the Servicer or the Servicer waives the Market Trigger Event that gave rise to such suspension, it being understood that the Servicer will provide its approval within two (2) Business Days of receipt of the LTV Certificate if the LTV Certificate delivered by the Administrative Borrower is true and correct in all material respects and complies with the requirements of this Agreement. Concurrently with providing its approval to the Administrative Borrower, the Servicer will provide written notice to the Administrative Agent of such approval of the waiver of the Market Trigger Event. SECTION 2.02 Procedure for Advances. (a) The Administrative Borrower shall request an Advance by delivery of a Notice of Borrowing to the Administrative Agent, with a copy to the Servicer, for Advances in Dollars, no later than 2:00 p.m. threefive (35) U.S. Government Securities Business Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Administrative Agent and the Majority Lenders). Each Notice of Borrowing must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof) and certify as to the following: (i) the amount of such Advance, which must be at least equal to $10,000,000 (or such lesser amount as agreed by the Administrative Agent), with the exception of one -43- USActive 60444631.4 (1) Advance per calendar year which must be at least equal to $1,000,000, or a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) the proposed date of such Advance (which must be a Business Day); (iii) no Event of Default or Market Trigger Event has occurred and is continuing as of the date of the Notice of Borrowing or will occur from such Advance; (iv) detailed wire instructions as to where the proceeds of such Advance are to be deposited or transferred; and (v) all conditions precedent for such Advance described in Article III have been satisfied or waived, as applicable. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance. The Lenders shall make the Advance on the terms and conditions set forth herein. No later than 12:00 p.m., on the Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent or the Servicer, as applicable, from the Administrative Borrower in accordance with the Notice of Borrowing, make available to (x) the Co‐Borrowers or (y) the Administrative Agent, in each case, as determined by the Majority Lenders, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Administrative Borrower (if clause (x) of this clause (b) is applicable) or the Administrative Agent (if clause (y) of this clause (b) is applicable), most recently designated by it for such purpose by notice to the Lenders. If clause (y) of this clause (b) is applicable, then upon receipt of all requested funds, the Administrative Agent will make such Advance available to the account(s) of the Co‐Borrower(s) to which the proceeds of such Borrowing should be transferred in same day funds by promptly wiring the amounts so received, in like funds, to an account designated in the applicable Notice of Borrowing. Notwithstanding the foregoing, in the event that Lenders fund the Advance directly to the Co‐Borrowers on the Closing Date, then unless Administrative Borrower has notified the Administrative Agent in writing (which notification may be by email) by not later than 5:00 p.m. on the Closing Date that it has not received such funds pursuant to the Notice of Borrowing delivered on the Closing Date (and the funds flow in connection therewith), Administrative Agent shall deem the Advance funded and make the appropriate recordations in the Register. (c) The obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Co‐ Borrowers shall not relieve any other Lender of its obligations hereunder. (d) [Reserved]. (e) Subject to Section 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Co‐Borrowers may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium (except as expressly set forth herein) during the Availability Period. SECTION 2.03 Evidence of Debt. -44- USActive 60444631.4 (a) If requested by a Lender, the Co‐Borrowers shall deliver to such Lender a duly executed Revolving Loan Note payable to such Lender and its registered assigns (the “Revolving Loan Note”) in substantially the form of Exhibit D. Any Revolving Loan Notes or other evidence of indebtedness issued under this Agreement need not be presented or surrendered for any payment made by the Administrative Agent, and the Administrative Agent shall not have any duty or responsibility with respect thereto. (b) The Administrative Agent shall maintain, solely for this purpose as the non‐fiduciary agent of the Co‐Borrowers, at one of its offices, a copy of each Assignment and Assumption Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders, the Commitments of, and principal amounts of (and stated interest on) the Advances owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Co‐Borrowers, the Administrative Agent and each Lender and other parties hereto shall treat each person whose name is recorded in the Register as a Lender under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Co‐Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior written notice. (c) Each Lender that sells a participation shall, acting solely for this purpose as a non‐ fiduciary agent of the Co‐Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts of (and stated interest on) each participant’s interest in the Advances, loans or other obligations under the Transaction Documents (the “Participant Register”); provided that (a) no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Advances, commitments, loans or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such Advances, commitment, loan or other obligation is in registered form under Section 5f.103‐1(c) of the United States Treasury Regulations and (b) the Administrative Agent shall have no liability or obligation to make determinations with respect to the rights of Participants hereunder or otherwise with respect to any Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. SECTION 2.04 Repayment; Allocation, Reduction or Termination of Commitments. (a) The Co‐Borrowers shall, jointly and severally, repay to the Lenders on the Maturity Date the aggregate principal amount of all outstanding Advances, together with all accrued and unpaid interest thereon. The Co‐Borrowers shall also repay the applicable outstanding principal amount of the Advances to the extent required under Section 2.09(a)(iv). All payments of principal shall be applied to each Advance on a “first in first out” basis. -45- USActive 60444631.4 (b) Except as expressly permitted or required herein, during During the Availability Period, a prepayment of the Advances may be prepaid in whole or in part (withoutby the Co-Borrowers made to cure any Market Trigger Event or to the extent required under Section 3.03(a) hereof (a “Cure Prepayment”) shall not result in a corresponding reduction toof the Commitments) at the option of the Administrative Borrower, without premium, at any time by delivering a written notice of such and no Prepayment Premium shall be payable thereon. Any prepayment to the Administrative Agent no laterother than 2:00 p.m., at least three (3i) U.S. Government Securities Business Days prior to such prepayment and each such prepayment must be in a minimum aggregate principal amount of $5,000,000 (or if less, the aggregate principal amount of all outstanding Advances). Such notice of prepayment may be revocable at the option of the Co‐Borrowers provided that a written notice of revocation is delivereda Cure Prepayment or (ii) a prepayment related to the optional termination of the facility by the Co-Borrower permitted hereunder, shall result in a permanent reduction in the Commitments and the Co‐Borrowers shall, jointly and severally, pay to the Administrative Agent byfor the Administrative Borrower at least one (1) Business Day prior to the intended prepayment datepro rata benefit of the Lenders, the Prepayment Premium with respect thereto. (c) Upon any repayment or prepayment of Advances Outstanding pursuant to Section 2.04(a) or Section 2.04(b), the Co‐ Borrowers shall also pay in full any accrued and unpaid interest on such prepaid amount and all costs and expenses then due and owing hereunder or under any Transaction Document. The Administrative Agent shall apply amounts received from the Co‐Borrowers pursuant to this Section 2.04(b) to the pro rata payment of all accrued and unpaid interest with respect to such prepaid Advances and all costs and expenses then due and owing hereunder or under any Transaction Document until paid in full and thereafter to prepay the Advances Outstanding (with all payments of principal being applied to each Advance on a “first in first out” basis). (d) TheAfter the Availability Period, the Administrative Borrower may at any time at its option and upon ten (10) Business Days’ prior written notice to the Administrative Agent, either (i) terminate this Agreement and the other Transaction Documents upon payment in full of all Advances Outstanding, all accrued and unpaid interest on the Obligations and costs and expenses of the Secured Parties and payment of all other Obligations (other than contingent indemnification obligations and other obligations that survive the termination of this Agreement, in each case, not then due and owing) or (ii) permanently reduce in part the Commitments upon payment in full of all accrued and unpaid interest on such reduced amount (to the extent that the Co‐Borrowers are prepaying an Advance in connection with such permanent reduction) and all accrued and unpaid costs and expenses of the Secured Parties. The Commitment of each Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.04(d)(ii). If the Administrative Borrower terminates or reduces the Commitments prior to the third anniversary of the Second Amendment Effective Date (the “Non‐Call Period”), the Administrative Borrower shall pay to the Administrative Agent for the pro rata benefit of the Lenders, the Prepayment Premium. (e) Any repayment or prepayment obligation of the Co‐Borrowers under this Agreement shall be joint and several. -46- USActive 60444631.4

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SECTION 2.05 Interest and Fees. (a) Interest: Subject to Section 2.06From and including the Fourth Amendment Effective Date, the Co‐Borrowers shall pay interest on the outstanding principal amount of the Advances at a rate per annum equal to Term SOFR for the applicable Interest Period plus the Applicable SpreadRate. For purposes of this definition, Advances requested by the Administrative Borrower but not funded by a Defaulting Lender shall be deemed funded for purposes of calculating Advances Outstanding. Interest is payable in cash on each Payment Date with respect to all interest accrued during the period from the prior Payment Date to but excluding the current Payment Date as and to the extent provided in Section 2.09; provided that for the period from the Closing Date through the first Payment Date, interest shall accrue from the Closing Date until the Determination Date for the first Payment Date. Each Advance is automatically continued in whole to the next applicable Interest Period upon the expiration of the then current Interest Period with respect thereto. Except as otherwise set forth herein or in the Transaction Documents, the Co‐Borrowers may apply any amounts held or deposited in the Interest Reserve Account with respect to the applicable Co‐Borrower to the payment of any interest hereunder, including without limitation any interest pursuant to Section 2.05(e). (b) Unused Fees. The Co-Borrowers shall pay to Administrative Agent for the account of each Lender an unused fee (“Unused Fee”) on the daily unused amount of the Maximum Facility Amount, if any, during the Availability Period (other than for any day on which a Market Trigger Event has occurred and is continuing (with written notice of such Market Trigger Event provided to the Administrative Agent)), which shall accrue at a rate per annum equal to 0.50% on the daily unused amount of the Maximum Facility Amount during the Availability Period, subject to the remainder of this Section 2.05(b). The Unused Fee shall accrue during the applicable Interest Period and accrued Unused Fees are payable in arrears on each Payment Date and on the last day of the Availability Period, as calculated on each relevant Reporting Date for the applicable Interest Period, as and to the extent provided in Section 2.09. If accrued and unpaid Unused Fees are not paid in full on any applicable Payment Date, the Co-Borrowers shall pay additional interest on such accrued and unpaid Unused Fees at the same rate per annum as the Co-Borrowers pay on the Advances, such additional interest being payable on each Payment Date as and to the extent provided in Section 2.09. For purposes of computing Unused Fees, the Commitment of any Lender is deemed to be used to the extent of the aggregate principal amount at such time of its outstanding Advances. All Unused Fees are fully earned and nonrefundable upon payment. Notwithstanding the foregoing, no Unused Fees shall (i) be payable on any portion of the Commitment of any Lender to the extent Utilization Fees were payable thereon and (ii) be payable for any day on which a Market Trigger Event has occurred and is continuing (with written notice of such Market Trigger Event provided to the Administrative Agent). (c) Fee Letters. The Co‐Borrowers shall pay the fees set forth in the Fee Letters on the term and conditions provided therein. (d) Minimum Utilization Fees. The Co-Borrowers shall pay to the Administrative Agent for the account of the Lenders, a daily fee, calculated at a rate per annum equal to Term SOFR plus the Applicable Spread as determined for the current Interest PeriodRate determined -47- USActive 60444631.4 pursuant to clause (i) of the definition thereof, on the positive difference, if any, between the Minimum Utilization Amount and Advances Outstanding (“Utilization Fees”), on each Payment Date; provided that, no Utilization Fees shall be payable with respect to any unfunded Advance which a Defaulting Lender determined pursuant to clause (a)(ii) of the definition thereof, failed to fund in accordance with the terms hereof; provided, further, that with respect to any Utilization Fees which would be due and payable as a result of a prepayment to cure any Market Trigger Event arising under clause (ii) of the definition thereof, the Co-Borrowers shall have the option, on not more than two (2) occasions over the life of this Agreement, to reduce the Commitments in an amount such that the Advances Outstanding would be greater than or equal to the Minimum Utilization Amount, after taking into account such prepayment, and no Utilization Fees or Prepayment Premium shall be payable with respect thereto. Utilization Fees shall accrue during the applicable Interest Period and are payable in arrears on each Payment Date during the Availability Period, as calculated on each relevant Reporting Date, as and to the extent provided in Section 2.09. All Utilization Fees are fully earned and nonrefundable upon payment. (e) Default Interest. From and after the written request of the Majority Lenders, while any Event of Default exists, the Co‐Borrowers shall pay interest on the principal amount of all Advances Outstanding hereunder at the Default Rate. The Majority Lenders shall notify the Administrative Agent of the application of the Default Rate to the principal amount of all Advances Outstanding hereunder, provided that the application of the Default Rate hereunder shall not be contingent on delivery of such notice to the Administrative Agent. (f) Computation of interest and fees. All computations of interest and all computations of interest and fees hereunder shall be made on the basis of a year of 360 days (or, in the case of interest calculated by reference to clause (a) of the definition of Alternate Base Rate, on the basis of a year of 365 or 366 days, as applicable) for the actual number of days (including the first but excluding the last day) elapsed. (g) Maximum Rate. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Advance, together with all fees, charges and other amounts that are treated as interest on such Advance under Applicable Law (collectively, “charges”), exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Advance in accordance with Applicable Law, the rate of interest payable in respect of such Advance hereunder, together with all charges payable in respect thereof, shall be limited to the Maximum Rate. To the extent lawful, the interest and charges that would have been paid in respect of such Advance but were not paid as a result of the operation of this Section 2.05(g) shall be cumulated and the interest and charges payable to such Lender in respect of other Advance or periods shall be increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount shall have been received by such Lender. Any amount collected by such Lender that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Advance or refunded to the Co‐Borrowers so that at no time shall the interest and charges paid or payable in respect of such Advance exceed the maximum amount collectible at the Maximum Rate. -48- USActive 60444631.4 (h) Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Co-Borrowers and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR. SECTION 2.06 Benchmark Provisions. (a) Inability to Determine Rates. Subject to anything to the contrary set out in Section 2.06(c), if, on or prior to the first day of any Interest Period for any Advances bearing interest at Term SOFR: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Majority Lenders determine that for any reason in connection with any Advance bearing interest at Term SOFR, that Term SOFR for any Interest Period with respect to an Advance bearing interest at Term SOFR does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Advance, and the Majority Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will promptly so notify the Administrative Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Administrative Borrower, any obligation of the Lenders to make Advances bearing interest at Term SOFR shall be suspended (to the extent of the affected Advances bearing interest at Term SOFR or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) the Co-Borrowers may revoke any pending request for a borrowing of Advances bearing interest at Term SOFR (to the extent of the affected Advances bearing interest at Term SOFR or affected Interest Periods) or, failing that, the Co-Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to Advances bearing interest at the Alternate Base Rate plus the Applicable Spread in the amount specified therein and (ii) any outstanding affected Advances bearing interest at Term SOFR will be deemed to have been converted into Advances bearing interest at the Alternate Base Rate plus the Applicable Spread at the end of the applicable Interest Period. Upon any such conversion, the Co-Borrowers shall also pay accrued interest on the amount so converted. (b) Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Advances whose interest is determined by -49- USActive 60444631.4 reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Lender to the Administrative Borrower (through the Administrative Agent) (an “Illegality Notice”), any obligation of the Lenders to make Advances bearing interest at Term SOFR shall be suspended until each affected Lender notifies the Administrative Agent and the Administrative Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt by the Administrative Borrower of an Illegality Notice, the Co-Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Advances bearing interest at Term SOFR to Advances bearing interest at the Alternate Base Rate plus the Applicable Spread, on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Advances bearing interest at Term SOFR to such day, or immediately, if any Lender may not lawfully continue to maintain such Advances bearing interest at Term SOFR to such day. (c) Benchmark Replacement Setting. (i) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent (at the direction of the Majority Lenders) and the Co-Borrowers may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Administrative Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.06(c)(i) will occur prior to the applicable Benchmark Transition Start Date. (ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (at the direction of the Majority Lenders) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. (iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Administrative Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Administrative Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.06(c) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent (at the direction of the Majority Lenders) or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.06(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or -50- USActive 60444631.4

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any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.06(c). (iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (I) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (II) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (I) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (II) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Benchmark Unavailability Period. Upon the Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the Co-Borrowers may revoke any pending request for a borrowing of Advances bearing an interest rate of Term SOFR to be made during any Benchmark Unavailability Period and, failing that, the Co-Borrowers will be deemed to have converted any such request for a borrowing of an Advance bearing interest at the Alternate Base Rate plus the Applicable Spread and (B) any outstanding affected Advances bearing interest at Term SOFR will be deemed to have been converted to an Advance bearing interest at the Alternate Base Rate plus the Applicable Spread at the end of the applicable Interest Period. SECTION 2.06 [Reserved]. SECTION 2.07 Payments and Computations, Etc. (a) All amounts to be paid or deposited by any of the Co‐Borrowers or the Account Bank from amounts received on the Portfolio Assets on the Co‐Borrowers’ behalf, hereunder and in accordance with this Agreement shall be paid or deposited in accordance with the terms hereof so that funds are received by the Administrative Agent no later than 1:00 p.m. on the day when due in Dollars in immediately available funds to the account specified in writing by the Administrative Agent to the Account Bank, or such other account as is designated by the Administrative Agent. All payments received by the Administrative Agent after 1:00 p.m. may, in the Administrative Agent’s discretion, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such -51- USActive 60444631.4 distribution is rescinded or required to be returned by any Secured Party to the Co‐Borrowers or any other Person for any reason. (b) On each Determination Date, immediately preceding a Reporting Date, the Administrative Borrower shall include a statement as to the amount of Excluded Amounts on deposit in the Collection Account in the Servicing Report delivered pursuant to Section 8.08(c). Other than as otherwise set forth herein, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be reflected in the computation of interest and fees. (c) To the extent that any payment by or on behalf of the Co‐Borrowers is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent. SECTION 2.08 Collections; Payment Date Report. (a) Each Loan Party, as applicable, shall direct each Obligor for any Portfolio Asset to remit all Collections with respect to such Portfolio Asset to such Loan Party’s Collection Account. Subject to the rights of the Administrative Agent hereunder with respect to funds held or deposited in such Loan Party’s Collection Account, each Loan Party shall have full control over the use of, and the right to withdraw funds from, such Loan Party’s Collection Account for any permitted use or purpose under its Constituent Documents. (b) Each Loan Party shall take commercially reasonable steps to confirm that only funds constituting Collections relating to Portfolio Assets are deposited into such Loan Party’s Collection Account. (c) Each Loan Party shall, and shall cause their respective Affiliates and administrators to, deposit all Collections relating to Portfolio Assets received by such Loan Party, or by their Affiliates on behalf of or for the benefit of such Loan Party, with respect to the Collateral to such Loan Party’s Collection Account within two (2) Business Days after receipt by the applicable Loan Party and shall, and shall cause their Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such Available Collections until so deposited. (d) During the occurrence and continuance of a Potential Default or an Event of Default, no Loan Party shall have any rights of withdrawal with respect to amounts held in the -52- USActive 60444631.4 Collection Account. After the occurrence and continuance of an Event of Default, the Administrative Agent, at the direction of the Majority Lenders, may, but shall not be obligated, to give payment instructions to the Account Bank. Following the occurrence and during the continuance of a Market Trigger Event, no Loan Party shall withdraw any amounts held in the Collection Account without the approval of the Administrative Agent (acting at the direction of the Majority Lenders). (e) No later than the applicable Determination Date, Administrative Borrower shall provide the applicable Payment Date Report to the Servicer and the Administrative Agent. No later than two (2) Business Days after the Servicer’s and the Administrative Agent’s receipt of such Payment Date Report, the Servicer shall notify the Administrative Borrower (with a copy to the Administrative Agent) of any errors or omissions set forth therein and the Servicer and the Administrative Borrower shall use commercially reasonable efforts to reconcile any differences in such report; provided if no such reconciliation can be reached, the Payment Date Report approved by the Servicer shall be deemed final, absent manifest error. (f) No account shall be maintained by any Loan Party, or for any Loan Party’s benefit, unless (i) such account is (A) an Account listed on Schedule VIII, and (B) subject to an Account Control Agreement pursuant to the terms hereof and (ii) the Administrative Agent has been granted on-line access to such account, in each case in form and substance satisfactory to the Administrative Agent and the Servicer. SECTION 2.09 Remittance Procedures. On each Payment Date (including each Interim-Period Payment Date), the Administrative Borrower may instruct the Account Bank to apply funds on deposit in the Collection Account as described in this Section 2.09 and in accordance with the Payment Date Report or may otherwise wire funds to the Administrative Agent from any other account, such funds to be received by the Administrative Agent no later than 1:00 p.m. on each Payment Date; provided that, at any time after delivery of a Notice of Exclusive Control pursuant to the terms of the Account Control Agreement, the Administrative Agent, if directed, in writing, by the Majority Lenders, shall instruct the Account Bank to apply funds on deposit in the Collection Account as described in this Section 2.09. Notwithstanding anything contained herein to the contrary, if any Borrower receives proceeds from the Collateral and such Borrower is unable to repay outstanding Advances pursuant to the terms hereof, the Co-Borrowers may use such proceeds to purchase additional Eligible Portfolio Assets. (a) Collections. All payments so received by the Administrative Agent pursuant to this Section 2.09(a) will be distributed in accordance with the following waterfall: (i) first, (A) to the Administrative Agent for the payment in full of all accrued fees, expenses, losses and indemnities due and payable to the Administrative Agent hereunder or under any other Transaction Document and under the Agent Fee Letter, and then (B) to the Servicer, Barings LLC and the Account Bank for the payment in full of all accrued fees, expenses and indemnities due and payable to the Servicer, Barings LLC and Account Bank, respectively, hereunder or under any other Transaction Document and under the Fee Letters; -53- USActive 60444631.4 (ii) second, to the Administrative Agent for distribution to each Lender, to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement; (iii) third, to the extent amounts on deposit in the Interest Reserve Account are less than the Interest Reserve Amount, an amount equal to such shortfall; (iv) fourth, to the extent a Market Trigger Event has occurred, or would result therefrom, then to the Administrative Agent for distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding until the delivery of an LTV Certificate by the Administrative Borrower to the Servicer, demonstrating that the Market Trigger Event no longer exists or, notwithstanding the occurrence of such Market Trigger Event, the LTV is not in excess of the applicable Maximum LTV Percentage; and (v) fifth, only to the extent no Market Trigger Event has occurred, or would result therefrom, then to the Loan Parties. (b) Application of Proceeds After an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, with respect to any proceeds received by the Administrative Agent in connection with the exercise of remedies hereunder or any other Transaction Document, the Administrative Agent, at the direction of the Servicer, for the benefit of the Majority Lenders, shall instruct the Account Bank to transfer all proceeds of Collateral in accordance with the following order and priority: (i) first (A) to the Administrative Agent for the payment in full of all accrued fees, expenses, losses and indemnities due and payable to the Administrative Agent hereunder or under any other Transaction Document and under the Agent Fee Letter, and then (B) to the Servicer, Barings LLC and the Account Bank for the payment in full of all accrued fees, expenses and indemnities due and payable to the Servicer, Barings LLC and Account Bank, respectively, hereunder or under any other Transaction Document and under the Fee Letters; (ii) second, to the Administrative Agent for distribution to each Lender, to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement; (iii) third, to the extent amounts on deposit in the Interest Reserve Account are less than the Interest Reserve Amount, an amount equal to such shortfall; (iv) fourth, to the extent a Market Trigger Event has occurred, or would result therefrom, then to the Administrative Agent for distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding until the delivery of an LTV Certificate by the Administrative Borrower to the Servicer, demonstrating that the Market Trigger Event no longer exists or, notwithstanding the occurrence of such Market Trigger Event, the LTV is not in excess of the applicable Maximum LTV Percentage; and -54- USActive 60444631.4

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(v) fifth, only to the extent no Market Trigger Event has occurred, or would result therefrom, then to the Loan Parties. (c) Insufficiency of Funds. If the funds on deposit in the Collection Account are insufficient to pay any amounts otherwise due and payable under this Agreement or any other Transaction Document on a Payment Date or otherwise, the Co‐Borrowers shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.05(a) from the date when due until paid hereunder; provided that if any such insufficiency of funds occurs during the Availability Period and the conditions to funding as set forth herein are satisfied, the Administrative Borrower may instead request that such amounts be funded by the making of an Advance hereunder. (d) Instructions to the Account Bank. All instructions and directions given to the Account Bank by the Administrative Agent, at the direction of the Majority Lenders, pursuant to Section 2.09 shall be in writing (including instructions and directions transmitted to the Account Bank by facsimile or e‐mail) or pursuant to an electronic transmission system acceptable to the Account Bank. The Administrative Agent shall transmit to the Servicer and the Administrative Borrower by facsimile or e‐ mail a copy of all instructions and directions given to the Account Bank by the Administrative Agent pursuant to Section 2.09 concurrently with the delivery thereof. (e) No Presentment. Payment by the Administrative Agent to the Lenders in accordance with the terms hereof shall not require presentment of any Revolving Loan Note. SECTION 2.10 Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment), letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve Accounts; and (v) all proceeds and products of the foregoing. -55- USActive 60444631.4 (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A) (i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kudu, including Kudu’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of Kudu and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing, and (B) (i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Kudu in Kudu US, including Kudu’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of Kudu US and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Kudu in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing. (c) Notwithstanding the foregoing, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect to the applicable anti‐assignment provisions of the Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement to the extent that a -56- USActive 60444631.4 grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, to the extent a pledge of, and security interest in, such asset is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge hereunder); and (iv) any Excluded Amounts. (d) Anything herein to the contrary notwithstanding, (i) the Loan Parties shall remain liable under the Collateral Portfolio and the Collateral to the extent set forth therein to perform all of their duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral or the Pledged Equity does not release the Loan Parties or Holdings from any of their duties or obligations under the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio and the Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Loan Parties thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (e) [Reserved]. (f) Each Co‐Borrower hereby collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties, all of such Co‐Borrower’s right and title to, and interest in, to and under (but not any obligations under) each Equity Investment Agreement related to each Portfolio Asset, all other agreements, documents and instruments evidencing, securing or guarantying any Portfolio Asset and all other agreements, documents and instruments related to any of the foregoing. Each Co‐ Borrower confirms that, upon the occurrence and during the continuance of an Event of Default and until the Facility Termination Date, the Administrative Agent (at the direction of the Servicer) on behalf of the Secured Parties shall have the right to enforce and/or assume such Co‐Borrower’s rights and remedies under each Equity Investment Agreement. (g) In addition to the property which the Administrative Agent holds for the benefit of the Secured Parties under Section 2.10(a), Section 2.10(b) and Section 2.10(f), the Administrative Agent will, upon entry into the Australian Pledge Agreement, hold the rights arising under the Australian Pledge Agreement for the benefit of the Secured Parties. (h) To the extent the law permits: (i) for the purposes of sections 115(1) and 115(7) of the Australian PPSA: -57- USActive 60444631.4 (A) the Secured Parties need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4) of the Australian PPSA; and (B) sections 142 and 143 of the Australian PPSA are excluded; (ii) for the purposes of section 115(7) of the Australian PPSA, the Secured Parties need not comply with sections 132 and 137(3) of the Australian PPSA; (iii) if the PPSA is amended after the date of this document to permit the Parties to agree to not comply with or to exclude other provisions of the PPSA, the Administrative Agent may notify the Loan Parties that any of these provisions is excluded, or that the Secured Parties need not comply with any of these provisions, as notified to the Loan Parties by the Administrative Agent; and (iv) each Loan Party agrees not to exercise its rights to make any request of the Secured Parties under section 275 of the Australian PPSA, to authorize the disclosure of any information under that section or to waive any duty of confidence that would otherwise permit non‐disclosure under that section. (i) To the extent the law permits, each Loan Party waives: (i) its rights to receive any notice that is required by any provision of the Australian PPSA (including a notice of a verification statement); and (ii) any time period that must otherwise lapse under the Australian PPSA before a Secured Party or receiver exercises a right, power or remedy. If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer). However, nothing in this clause prohibits a Secured Party or any receiver from giving a notice under the Australian PPSA or any other law. (j) For the purposes of section 153 of the Australian PPSA, each Secured Party appoints the Administrative Agent and each Loan Party as its nominee, and authorizes each of them to act on its behalf, in connection with a registration under the Australian PPSA of any security interest in favor of the Loan Party which is (a) evidenced or created by chattel paper or arising under contract; (b) perfected by registration under the Australian PPSA; and (c) transferred to a Secured Party under this document. This authority ceases when the registration is transferred to the Secured Party. SECTION 2.11 Sale of Portfolio Assets. (a) Sales. The Loan Parties may sell or otherwise Transfer or dispose of their interest in any Portfolio Asset (a “Sale”) so long as (i) with respect to the Sale of any Eligible Portfolio Asset (a) as of the date of such Sale and immediately after giving effect to any such Sale, (x) the aggregate Advances Outstanding shall not exceed the Maximum Availability as of such date, (y) -58- USActive 60444631.4

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no Market Trigger Event shall be continuing or will result from such Sale; and (z) no Event of Default shall be continuing or will result from such Sale, (b) with respect to the sale of Eligible Portfolio Assets, (x) the sale price is equal to or greater than 80% of the most recent third party valuation delivered to the Administrative Agent prior to such Sale; provided that if more than one Eligible Portfolio Asset is sold in the same transaction, the calculation of such 80% test will use the aggregate third party valuation of all such Eligible Portfolio Assets included in such Sale or (y) the Servicer shall have consented to such Sale price, provided, however, that, the foregoing clauses (a) and (b) shall not apply if such Sale results from the occurrence of a “Sale Redemption Event” (or such term of similar meaning as may be used in the Constituent Documents relating to such Eligible Portfolio Asset) and (ii) with respect to the Sale of any Portfolio Asset, (a) the net cash proceeds from such Sale, if any, are deposited into the Collection Account, and (b) the Administrative Borrower shall deliver to the Servicer a list of all Portfolio Assets to be subject to such Sale. (b) Release of Lien. Upon confirmation by the Administrative Agent of the deposit of any amounts required by Section 2.11(a) in cash into a Collection Account and the fulfillment of the other terms and conditions set forth in this Section 2.11 for a Sale (such date of fulfillment, a “Release Date”), the Portfolio Assets subject to such Sale shall no longer be Collateral and the Administrative Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to have released all right, title and interest and any Lien of the Administrative Agent, for the benefit of the Secured Parties in, to and under such Portfolio Asset and related Portfolio Assets and all future monies due or to become due with respect thereto, without recourse, representation or warranty of any kind or nature. (c) Conditions to Sales. Any Sale of an Eligible Portfolio Asset by a Loan Party shall at all times be subject to the satisfaction of the following conditions unless otherwise waived by the Servicer: (i) the Administrative Borrower shall deliver a list of all Portfolio Assets to be the subject of such Sale in accordance with Section 5.01(z)(iii)(C); (ii) as of the date of such Sale and immediately after giving effect to any such Sale, (w) the aggregate Advances Outstanding shall not exceed the Maximum Availability as of such date, (x) no Market Trigger Event has occurred and is continuing or would result therefrom; and (y) neither a Potential Default nor an Event of Default shall be continuing or have resulted from such Sale; and (iii) the Administrative Borrower shall notify the Servicer of any amount to be deposited into the Collection Account in connection with any Sale in accordance with Section 5.01(aa). (d) Treatment of Amounts Deposited in the Collection Account. Amounts deposited by the Co‐Borrowers in the Collection Account pursuant to this Section 2.11 shall be applied as provided in Section 2.09(a). SECTION 2.12 Increased Costs. (a) If any Change in Law shall: -59- USActive 60444631.4 (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) impose material regulatory or agency changes that materially affect the cost or expense (other than taxes) affecting this Agreement; (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its Advances, Commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iv) impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing or maintaining any Advance or of maintaining its obligation to make any such Advance, or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or other Recipient, the Co-Borrowers will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Co-Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth in reasonable detail the basis for such demand, the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section 2.12(a) or (b) and the computations made by such Lender to determine such amount and delivered to the Administrative Borrower, shall be conclusive absent manifest error. The Co-Borrowers shall pay such Lender the amount shown as due on any such certificate on the next Payment Date that is not less than ten (10) days after receipt thereof. Any such amount payable by the Co‐Borrowers shall not be duplicative of any -60- USActive 60444631.4 amounts (i) previously paid under this Section 2.12 or (ii) included in the calculation of Term SOFR. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Co‐Borrowers shall not be required to compensate a Lender pursuant to this Section 2.12 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine‐ month period referred to above shall be extended to include the period of retroactive effect thereof). (e) If any Lender requests additional amounts pursuant to this Section 2.12, the Co‐Borrowers shall have the option to terminate this Agreement and the Commitments hereunder by written notice to the Administrative Agent and prepay the Advances, any accrued interest thereon and all costs, accrued and unpaid Unused Fees and all other fees and amounts payable by the Co‐Borrowers under the Transaction Documents (which, for the avoidance of doubt, shall not include any penalty, premium, make‐whole or similar payment due to the termination of the Agreement and Commitments) no later than the fifth (5th) Business Day next following the giving of such notice. SECTION 2.13 Taxes. (a) All payments made by or on account of any obligation of the Loan Parties or Holdings under this Agreement or any other Transaction Document (including by the Administrative Agent on behalf of the Loan Parties or Holdings) will be made free and clear of and without deduction or withholding for or on account of any Taxes, except as required by Applicable Law. If any Indemnified Taxes are required by Applicable Law (as determined in good faith by the applicable withholding agent) to be withheld from any such payments, then the amount payable by the Loan Parties or Holdings will be increased (the amount of such increase, the “Additional Amount”) as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.12) the applicable Recipient receives an amount that is not less than the amount that it would have received had no such deduction or withholding been made. Any amounts deducted or withheld pursuant to this Section 2.13(a) will be timely paid by the applicable withholding agent to the applicable Governmental Authority in accordance with Applicable Law. The Loan Parties, Holdings and the Administrative Agent may be a withholding agent. (b) The Loan Parties and Holdings will indemnify each Recipient for (i) the full amount of Indemnified Taxes payable or paid by such Person in respect of, or required to be deducted or withheld from, payments made by or on behalf of the Loan Parties or Holdings hereunder, including Indemnified Taxes imposed or assessed on or attributable to Additional Amounts and other amounts payable under this Section 2.13 and any costs and expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Administrative Borrower by a Recipient (with a copy to the -61- USActive 60444631.4 Administrative Agent), or by the Administrative Agent on behalf of a Recipient, shall be conclusive absent manifest error. All payments in respect of this indemnification shall be made within ten (10) days from the date a written invoice therefor is delivered to the Administrative Borrower, with a copy to the Servicer. (c) Each Lender will indemnify the Administrative Agent for (i) the full amount of Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties or Holdings have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting or expanding any obligation of the applicable Loan Party or Holdings to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 2.03 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction Document, and any costs and expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lender by the Administrative Agent shall be conclusive absent manifest error. (d) Following any payment by any Loan Party or Holdings to the applicable Governmental Authority of any Taxes pursuant to this Section 2.13 and Section 11.07(b), Administrative Borrower or the Servicer, as applicable, will furnish to the Administrative Agent at the applicable address set forth on this Agreement, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment (to the extent received by the Servicer or the Administrative Borrower, as applicable), a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent (acting at the direction of the Majority Lenders). For the avoidance of doubt, in no case or circumstance is the Administrative Agent liable to pay any Taxes pursuant to this Agreement, and if it pays any such amounts, it will solely be on behalf of the Co‐ Borrowers, from the Collection Account to the extent amounts are available therein. (e) Each Lender (including any assignee thereof) that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Non‐U.S. Lender”) shall deliver to Administrative Borrower and the Administrative Agent two properly completed and duly executed copies of whichever (if any) of the following is applicable for claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on any payment by or on behalf of the Co‐Borrowers under this Agreement: (i) U.S. Internal Revenue Service Form W‐8BEN or W‐8BEN‐E (claiming the benefits of an applicable tax treaty), W‐8IMY, W‐8EXP or W‐8ECI or (ii) in the case of a Non‐U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form of Exhibit E to the effect that such Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code (a “Tax Compliance Certificate”) and a Form W‐8BEN or W‐8BEN‐E, in each case (A) with any required attachments (including, with respect to any Lender that provides a U.S. Internal Revenue Service Form W‐8IMY, any of the forms or other documentation described in clauses (i) and (ii) above for any of the direct or indirect owners of such Lender) and (B) any subsequent versions thereof or successors thereto. In addition, each Lender (including any assignee thereof) that is not a Non‐U.S. Lender shall deliver to the Administrative Borrower and the Administrative Agent two copies of U.S. Internal Revenue Service Form W‐9, properly -62- USActive 60444631.4

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completed and duly executed and claiming complete exemption, or shall otherwise establish an exemption, from U.S. backup withholding. Such forms shall be delivered by each Lender on or about the date it becomes a party to this Agreement and from time to time thereafter as reasonably requested by Administrative Borrower or the Administrative Agent. In addition, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that such Lender is not legally able to deliver. For the purposes of this Section 2.13(e), “Lender” shall include any other recipients of payments on the Collateral as directed by any Lender to the Administrative Agent. (f) A Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Co‐Borrowers are located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times prescribed by Applicable Law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation or information prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate (or otherwise permit the Administrative Borrower and the Administrative Agent to determine the applicable rate of withholding); provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not subject such Lender to any material unreimbursed cost or expense or would not materially prejudice the legal or commercial position of such Lender. If a payment made to a Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Administrative Borrower or Administrative Agent such documentation prescribed by law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Borrower or Administrative Agent as may be necessary for the Administrative Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.13(f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (g) If any Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes for which it was indemnified by the Co‐Borrowers or the Administrative Agent, pursuant to this Section 2.13 or with respect to which the Co‐Borrowers or the Administrative Agent has paid additional amounts pursuant to this Section 2.13, it shall pay to the Co‐Borrowers or the Administrative Agent, as applicable, an amount equal to such refund (but only to the extent of indemnity payments made, or Additional Amounts paid, by the Co‐Borrowers or the Administrative Agent, as applicable, under this Section 2.13 with respect to the Taxes or Additional Amounts giving rise to such refund), net of all costs and expenses -63- USActive 60444631.4 (including additional Taxes, if any) of such Lender, as the case may be, incurred in obtaining such refund, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Co‐Borrowers, upon the request of such Lender, shall repay to such Lender the amount paid over pursuant to this Section 2.13(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.13(g), in no event will the Lender be required to pay any amount to the Co‐Borrowers pursuant to this Section 2.13(g) the payment of which would place the Lender in a less favorable net after‐Tax position than the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Co‐Borrowers or any other Person. (h) Without prejudice to the survival of any other agreement of the parties hereunder, the agreements and obligations of the parties contained in this Section 2.13 shall survive the resignation or replacement of the Administrative Agent, any assignment of rights by or replacement of any Lender, the termination of Commitments, the repayment, satisfaction or discharge of all obligations under any Transaction Document or termination of this Agreement. SECTION 2.14 Increase in Maximum Facility Amount. (a) On or prior to the end of the Availability Period, and subject to compliance with the terms of this Section 2.14, the Administrative Borrower may request in writing to the Administrative Agent (“Facility Increase Notice”) to increase the Maximum Facility Amount (each such increase, a “Facility Increase”). The Administrative Agent shall promptly deliver the Facility Increase Notice to the Lenders, and upon receipt of written consent by the Majority Lenders, in their sole and absolute discretion, the Maximum Facility Amount shall be increased in accordance with the amount requested by the Administrative Borrower and consented to by the Majority Lenders. Any Facility Increase may be provided by any Lender or any Eligible Assignee (each such Lender, an “Incremental Lender”); provided that each Incremental Lender which was not a Lender immediately prior to the consummation of such Facility Increase shall be subject to the consent (in each case, not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent and the Initial Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment pursuant to this Section 2.14 and any election to do so shall be in the sole discretion of such Lender. (b) The following are conditions precedent to such increase: (i) each Co‐Borrower shall deliver to Administrative Agent and the Initial Lender, if necessary, resolutions adopted by such Co‐Borrower approving or consenting to such increase, certified by a Responsible Person of such Co‐Borrower that such resolutions are true and correct copies thereof and are in full force and effect; (ii) if applicable, each Co‐Borrower shall execute replacement notes payable to the Initial Lender reflecting the Facility Increase; -64- USActive 60444631.4 (iii) as of the effective date of such Facility Increase and immediately after giving effect thereto, the representations and warranties set forth herein and in the other Transaction Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (iv) all expenses and fees (including reasonable and documented legal fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the Fee Letters that are due and payable have been paid in full; (v) one or more favorable opinions of counsel to the Co‐Borrowers and Holdings, reasonably acceptable to the Majority Lenders and the Administrative Agent and addressed to the Administrative Agent and the Lenders; (vi) no Market Trigger Event or Event of Default shall have occurred and be continuing on the date on which the Facility Increase Notice is delivered or immediately after giving effect to the Facility Increase; and (vii) the Co-Borrowers shall have obtained an investment grade Debt Rating (BBB or higher) on the Facility, as increased by the Facility Increase, and the Lenders shall have a received a copy of any rating letter issued in connection therewith. For the avoidance of doubt, any Facility Increase will be on the same terms as contained herein with respect to the Commitments as of the Closing Date. SECTION 2.15 Mitigation Obligations; Replacement of Lenders. (a) Designation of a Different Applicable Lending Office. If any Lender requests compensation under Section 2.12, or requires the Co‐Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 then such Lender shall, at the request of the Administrative Borrower, use reasonable efforts to designate a different applicable lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.13, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Co‐Borrowers hereby agree to pay all reasonable and documented out‐of‐pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if the Co‐Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, and, in each case, such Lender has declined or is unable to designate a different applicable -65- USActive 60444631.4 lending office in accordance with Section 2.15(a), or if any Lender is a Defaulting Lender or Non‐Consenting Lender, then the Co‐ Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.13) and obligations under this Agreement and the related Transaction Documents to an Eligible Assignee in accordance with Section 11.04 that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Co‐Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.04; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Transaction Documents (including any amounts under this Article II) from the Eligible Assignee (to the extent of such outstanding principal) or the Co‐ Borrowers (in the case of accrued interest, Fees and all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment shall result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with Applicable Law; and (v) in the case of any assignment resulting from a Lender becoming a Non‐ Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Co‐Borrowers to require such assignment and delegation cease to apply. SECTION 2.16 Defaulting Lenders. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: (i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01. (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) -66- USActive 60444631.4

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or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.13 shall be applied at such time or times as may be determined by the Administrative Agent (acting at the direction of the Majority Lenders) as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Administrative Borrower may request (so long as no Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third if so determined by the Administrative Agent (acting at the direction of the Majority Lenders) and the Administrative Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Event of Default exists, to the payment of any amounts owing to the Co‐ Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Co‐ Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Advances of all non‐Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of such Defaulting Lender until such time as all Advances are held by the Lenders pro rata in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) Defaulting Lender Fees. No Defaulting Lender shall be entitled to receive any Fees (including Unused Fees in respect of any commitments of a Defaulting Lender) for any period during which that Lender is a Defaulting Lender (and the Co‐Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). (iv) Defaulting Lender Cure. If the Administrative Borrower and the Administrative Agent (acting at the direction of the Majority Lenders) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances of the other Lenders or take such other actions as the Administrative Agent and the Administrative Borrower may determine to be necessary to cause the Advances and funded to be held pro rata by the Lenders in accordance with the Commitments, whereupon, such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Co‐Borrowers while that Lender was a -67- USActive 60444631.4 Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (b) Termination of Defaulting Lender. The Co‐Borrowers may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.16(a)(ii) will apply to all amounts thereafter paid by the Co‐ Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim that the Co‐Borrowers, the Administrative Agent or any Lender may have against such Defaulting Lender. (c) If any Lender becomes a Defaulting Lender, the Co‐Borrowers shall have the option to terminate this Agreement and the Commitments hereunder by written notice to the Administrative Agent and prepay the Advances, any accrued interest thereon and all costs, accrued and unpaid Unused Fees and all other fees and amounts payable by the Co‐Borrowers under the Transaction Documents (which, for the avoidance of doubt, shall not include any penalty, premium, make‐whole or similar payment due to the termination of the Agreement and Commitments) no later than the fifth (5th) Business Day next following the giving of such notice. SECTION 2.17 Extension of Availability Period. (a) The Administrative Borrower may by written request to the Administrative Agent (no later than 10 Business Days prior to the expiration of the Availability Period) extend the Availability Period to a date as may be agreed upon by the Lenders (such date, the “Availability Period Extension Date”, and such election, an “Availability Period Extension”). (b) Notwithstanding the foregoing, the extension of the Availability Period pursuant to this Section 2.17 shall not be effective with respect to any Lender unless: (i) on or prior to the date the Administrative Borrower requests an Availability Period Extension, the Co‐Borrowers shall have paid in full any and all accrued and unpaid interest and all costs and expenses of the Secured Parties that are due and payable under this Agreement; (ii) no Event of Default or any other Market Trigger Event shall have occurred and be continuing on the date of such extension and immediately after giving effect thereto; (iii) the Co‐Borrowers shall pay to the Administrative Agent for the account of each Lender an extension fee equal 0.25% of such Lender’s Pro Rata Share of the Maximum Facility Amount; -68- USActive 60444631.4 (iv) the representations and warranties contained in this Agreement are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such extension and immediately after giving effect thereto, as though made on and as of such date (as certified by the Co‐Borrowers, or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (v) Such Lender consents to the requested extension of the Availability Period. In connection with any extension of the Availability Period, the Co‐Borrowers, the Administrative Agent and each Lender may make such amendments to this Agreement as the Administrative Agent (acting at the written direction of the Initial Lender) and the Co‐Borrowers mutually determine to be reasonably necessary to evidence the extension. SECTION 2.18 Ratings Cure. In the event that the Co-Borrowers shall have failed to maintain an investment grade rating (BBB or higher) at any time or a period of longer than 364 days have elapsed since the date of issuance of any Debt Rating with respect to the Facility from an Acceptable Rating Agency and such failure shall remain uncured for thirty (30) Business Days (“Ratings Event”), Holdings and/or the Co-Borrowers may cure such failure by any or a combination of: (i) contributing additional cash to the Co-Borrowers to be deposited into the Collection Account, (ii) transferring additional Portfolio Assets to the Co-Borrowers, consented to by the Servicer in its sole and absolute discretion, and the Co-Borrowers pledging such additional Portfolio Assets to the Administrative Agent for the benefit of the Secured Parties or (iii) obtaining a replacement investment grade rating from an alternate Acceptable Rating Agency. The Co-Borrowers shall provide written notice to the Administrative Agent upon the occurrence of the Ratings Event and to the extent such Rating Event is subsequently cured. No later than three (3) Business Days prior to the date a Ratings Event is cured pursuant to this Section 2.18, the Co-Borrowers shall provide written notice thereof to the Administrative Agent, unless a Ratings Event Cure occurs as a result of a change in the Co-Borrowers’ rating, in which case the Co-Borrowers shall promptly provide written notice thereof to the Administrative Agent. ARTICLE III. CONDITIONS PRECEDENT SECTION 3.01 Conditions Precedent to Effectiveness. This Agreement becomes effective upon, and no Lender is obligated to make any Advance, nor is any Lender, the Servicer or the Administrative Agent obligated to take, fulfill or perform any other action hereunder until, the satisfaction or waiver of the following conditions precedent: (a) this Agreement, all other Transaction Documents and all other agreements, instruments, certificates and other documents listed on Schedule II have been duly executed by, and delivered to, the parties hereto and thereto; -69- USActive 60444631.4 (b) immediately after giving effect to the consummation of the funding of the Initial Advances the Co‐Borrowers shall have no material Indebtedness for borrowed money other than the Obligations and Permitted Debt and the Lenders shall have received such payoff letters and Lien releases as they may reasonably request with respect to other material Indebtedness for borrowed money; (c) all up‐front expenses and fees (including reasonable and documented legal fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the Fee Letters have been paid in full; (d) the Collection Account and the Interest Reserve Account have been established and are subject to an Account Control Agreement; (e) the representations contained in Sections 4.01, 4.02 and 4.05 of this Agreement, and Section 4.1 of the Guaranty are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) (as certified by the Co‐Borrowers); (f) each Co‐Borrower has received all material governmental, shareholder and third party consents and approvals necessary in connection with the transactions contemplated by this Agreement and the other Transaction Documents and all applicable waiting periods have expired without any action being taken by any Person that would reasonably be expected to restrain, prevent or impose any material adverse conditions on the Co‐Borrowers or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation is applicable which in the reasonable judgment of the Lenders would reasonably be expected to have such effect; (g) no action, proceeding or investigation has been instituted or, to the knowledge of any Responsible Person of a Co‐Borrower, threatened or proposed against such Co‐Borrower before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Majority Lenders’ sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby; (h) the Co‐Borrowers shall have obtained an investment grade rating (BBB or higher) with respect to the Advances advanced under this Agreement from a NRSRO or from a rating agency approved by the NAIC and the Majority Lenders shall have a received a copy of any rating letter issued in connection therewith; (i) the Administrative Agent and the Lenders have received all documentation and other information requested by the Administrative Agent or the Lenders, respectively, no later than ten (10) Business Days prior to the Closing Date, to the extent required by regulatory authorities with respect to the Co‐Borrowers and the Servicer under applicable “know your customer”, Anti‐Money Laundering Laws, including the USA PATRIOT Act, and Anti‐Corruption Laws, including without limitation, a duly executed W‐8 or W‐9 tax form, as -70- USActive 60444631.4

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applicable (or such other applicable IRS tax form) of each Co‐Borrower (or, if a Co‐Borrower is treated as a disregarded entity for U.S. federal income tax purposes, the entity of which such Co‐Borrower is considered to be a division under Treasury regulation section 301.7701‐2), all in form and substance reasonably satisfactory to the Administrative Agent or the Lenders, respectively; and (j) payment of all reasonable and invoiced fees, costs and expenses in connection therewith. SECTION 3.02 Conditions Precedent to All Advances. Each Advance (including the Initial Advance) is subject to the further conditions precedent that: (a) the Administrative Borrower has delivered to the Administrative Agent a Notice of Borrowing as provided in Section 2.02(a); (b) on and as of such Advance Date, immediately after giving effect to such Advance and the transactions related thereto, including the use of proceeds thereof, the Advances Outstanding do not exceed the Maximum Availability on such Advance Date; (c) on and as of such Advance Date, immediately after giving effect to such Advance and the transactions related thereto, including the use of proceeds thereof, no Market Trigger Event has occurred and is continuing; (d) no Event of Default has occurred and is continuing, or would result from such Advance or application of proceeds therefrom; (e) the Co‐Borrowers shall have obtained an investment grade Debt Rating (BBB or higher) on the Facility and the Majority Lenders shall have received a copy of any rating letter issued in connection therewith; (f) the representations contained in Sections 4.01, 4.02 and 4.05 of this Agreement, and Section 4.1 of the Guaranty are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) before and immediately after giving effect to such Advance and to the application of proceeds therefrom, on and as of such date as though made on and as of such date (or, in the case of any such representation expressly stated to have been made as of a specific date, as of such specific date); and (g) all expenses and fees (including reasonable and documented out‐of‐pocket legal fees and any fees required under the Fee Letters as set forth therein) that are required to be paid hereunder or by the Fee Letters have been paid in full. SECTION 3.03 Conditions to Transfers of Portfolio Assets. Each Transfer of a Portfolio Asset is subject to the further conditions precedent that: (a) the Administrative Borrower has delivered to the Administrative Agent (with a copy to the Initial Lender and the Servicer) no later than 2:00 p.m. on the date that is two (2) Business Days prior to the related Cut‐Off Date (i) an updated Portfolio Asset Schedule -71- USActive 60444631.4 reflecting the Transfer of such Portfolio Asset and (ii) a Borrowing Base Certificate (giving pro forma effect to such Transfer and proposed Advances relating thereto, and if such Advances would cause the aggregate Advances Outstanding to exceed the Maximum Availability as of the proposed Cut‐Off Date, such Borrowing Base Certificate must include any scheduled repayments or optional prepayments of Advances in accordance with the terms hereof which would result in such Advances Outstanding not exceeding the Maximum Availability as of such date); (b) in connection with the acquisition of a Portfolio Asset, all actions required to be taken or performed (including the filing of UCC financing statements) to give the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Portfolio Asset and the Collateral related thereto and the proceeds thereof have been taken or performed; and (c) no Event of Default exists or would result from such Transfer. Each Transfer of a Portfolio Asset pursuant to this Section 3.03 is deemed a representation by the Loan Parties that the conditions specified in this Section 3.03 have been met. SECTION 3.04 Advances Do Not Constitute a Waiver. No Advance made hereunder constitutes a waiver of any condition to any Lender’s obligation to make such an Advance unless such waiver is in writing and executed by such Lender. ARTICLE IV. REPRESENTATIONS SECTION 4.01 Representations of the Loan Parties. The Loan Parties, jointly and severally, hereby represent to the Secured Parties as of the Closing Date and each Advance Date as follows: (a) Organization, Good Standing and Due Qualification. Each Co‐Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite limited liability company power and authority necessary to own the Portfolio Assets and the Collateral and to conduct its business as such business is presently conducted and to enter into and perform its obligations pursuant to this Agreement and the other Transaction Documents to which it is a party. Each Co‐Borrower is duly qualified to do business as a limited liability company, and has obtained all licenses and approvals under the laws of the State of Delaware, and in all other jurisdictions necessary to own its assets and to transact the business in which it is engaged, and is duly qualified, and in good standing under the laws of the State of Delaware, and in each other jurisdiction where the transaction of such business or its ownership of the Portfolio Assets and the Collateral and the conduct of its business requires such qualification. (b) Power and Authority; Due Authorization; Execution and Delivery. Each Co‐Borrower (i) has all limited liability company power, authority and legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) perform and carry out the terms of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated thereby and (ii) has taken all necessary -72- USActive 60444631.4 action to (A) authorize the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party, and (B) grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral on the terms and conditions of this Agreement and the other Transaction Documents, subject only to Permitted Liens, and (C) authorizes the Servicer to perform its actions contemplated by this Agreement and the other Transaction Documents. This Agreement and each other Transaction Document to which each Co‐Borrower is a party have been duly executed and delivered by Holdings and such Co‐Borrower. (c) Binding Obligation. This Agreement and each of the other Transaction Documents to which each Co‐Borrower is a party constitutes the legal, valid and binding obligation of such Co‐ Borrower, enforceable against such Co‐Borrower in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by Bankruptcy Laws and by general principles of equity (whether considered in a proceeding in equity or at law). (d) All Consents Required. No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance by each Co‐Borrower of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this Agreement or any such Transaction Document or grant of a security interest in the Collateral, other than such as have been waived, met or obtained and are in full force and effect. (e) No Violation or Consent under Investment Fund Agreements. The execution, delivery and performance of this Agreement and the other Transaction Documents will not (i) conflict with or result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under the Investment Fund Agreements, (ii) result in the creation or imposition of any Lien on the Collateral other than Permitted Liens, (iii) violate any Applicable Law in any material respect, (iv) violate any Investment Fund Agreement, (v) require the consent of any other party (including under any Investment Fund Agreement) except for any such consent that has been obtained, or require any consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency (other than (x) as required by laws or regulations of general applicability adopted after the date on which this representation is given or (y) any such consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority that may be required in each of England, Guernsey, the Commonwealth of Australia and such other jurisdictions as the Administrative Borrower may reasonably request in connection with the acquisition of new Portfolio Assets) with respect to the admission of the Administrative Agent, its designee or transferee as a member (or equivalent) of the General Partner upon the transfer of the General Partner Investment to the Administrative Agent, its designee or transferee as a member (or equivalent) of the General Partner (other than, to the extent applicable, any customary transfer restrictions (including, without limitation, restrictions relating to ERISA, “know your customer” and Anti‐Money Laundering Law matters) set forth in the relevant Equity Investment Agreement), in connection with any exercise of remedies in respect of the General Partner Investment under and in accordance with the terms of the Transaction Documents, (vi) violate a Co‐Borrower’s Constituent Documents, or (vii) violate any contract or other agreement -73- USActive 60444631.4 to which a Co‐Borrower is a party or by which such Co‐Borrower or any property or assets of such Co‐Borrower may be bound, in each case (other than with respect to any Investment Fund Agreement), except (A) in the case of clause (vii), as would not reasonably be expected to have a Material Adverse Effect or (B) other than in respect of any Equity Interests in the Co‐Borrowers, as would not reasonably be likely to cause a diminution in the value of the Collateral of greater than five percent (5%). (f) No Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of any Responsible Person of a Co‐Borrower, threatened against any Co‐Borrower, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (iii) in which a Co‐Borrower, in its good faith determination, has determined that there is a reasonable probability of an adverse determination and which, if so adversely determined, individually or in the aggregate, would result in a Material Adverse Effect. (g) No Liens. The Collateral is owned by each Loan Party free and clear of any Liens except for Permitted Liens. (h) Transfer of Collateral. Except as otherwise expressly permitted by the terms of this Agreement, no item of Collateral has been Sold, assigned or pledged by a Loan Party to any Person, other than in accordance with Article II and the grant of a security interest therein to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms of this Agreement. Each Loan Party consents to the transfer of any Collateral to the Administrative Agent or its designee, following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as the general partner in any General Partner Investment with all the rights and powers related thereto, subject to the terms of this Agreement. (i) Eligible Portfolio Assets. The Eligible Portfolio Assets as of the Closing Date are set forth on Schedule I attached hereto and are owned by the Loan Parties. (j) Indebtedness. No Co‐Borrower has any Indebtedness as of the Closing Date other than Permitted Debt. (k) Registered Investment Adviser Status. Each Co‐Borrower is registered under the Investment Advisers Act to the extent such registration is required under the Investment Advisers Act. (l) Set‐Off etc. No Portfolio Asset has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set‐off or modified by any Co‐Borrower, the Transferor, if any, or the Obligor thereof, and no item in the Collateral Portfolio is subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set‐off, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning the Collateral Portfolio or otherwise, by any Co‐Borrower, the Transferor, if any, or the Obligor with respect thereto, except, in each case, for amendments, extensions and modifications, if any, permitted pursuant to Section 5.02. -74- USActive 60444631.4

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(m) No Injunctions. No injunction, writ, restraining order or other order of any nature materially adversely affects each Co‐Borrower’s performance of its obligations under this Agreement or any Transaction Document to which such Co‐Borrower is a party. (n) Taxes. All material tax returns (including all material foreign, federal, State, local and other tax returns whether filed on a standalone or group basis) required to be filed by, on behalf of or with respect to the income and assets of the Co‐Borrowers (including the Collateral) have been timely filed and the Co‐Borrowers are not liable for Taxes payable by any other Person. Each of the Co‐ Borrowers has paid all Taxes, assessments and other governmental charges made against it or any of its property (including the Collateral) except for those Taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves in accordance with Applicable Accounting Principles, on its books Each Co‐Borrower is disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701‐3(b) or a partnership (other than a publicly traded partnership) for U.S. federal income tax purposes. Each Co‐Borrower is resident for Tax purposes only in the jurisdiction under whose laws each Co‐Borrower is incorporated as of the Closing Date and does not have a branch, agency or permanent establishment in any other jurisdiction for Tax purposes. (o) Location. Except as permitted pursuant to Section 5.02(q), the Co‐Borrowers’ location (within the meaning of Article 9 of the UCC) is Delaware and the UK Guarantors’ location (within the meaning of Article 9 of the UCC) is the District of Columbia. Except as permitted pursuant to Section 5.02(q), the principal place of business and chief executive office of the Loan Parties (and the location of the Loan Parties records regarding the Collateral (other than those delivered to the Servicer pursuant to this Agreement)) is located at its address referred to in Section 11.02. (p) Tradenames. Except as permitted pursuant to Section 5.02(q), each Loan Party’s legal name is as set forth in this Agreement. Except as permitted pursuant to Section 5.02(q), no Loan Party has changed its name since its formation or has tradenames, fictitious names, assumed names or “doing business as” names. The Co‐Borrowers’ only jurisdiction of formation is Delaware, and the UK Guarantors’ only jurisdiction of incorporation is England and Wales and, except as permitted pursuant to Section 5.02(q), the Loan Parties have not changed their jurisdiction of formation. (q) No Subsidiaries. The Loan Parties do not directly own or hold interests in any other Person other than the Portfolio Assets. (r) Reports Accurate. All Notices of Borrowing, Borrowing Base Certificates, LTV Certificates and other written or electronic information, exhibits, financial statements, documents, books, records or reports required to be furnished by the Administrative Borrower to the Administrative Agent or the Servicer in connection with this Agreement and the other Transaction Documents were accurate, true and correct in all material respects when so furnished, and no such document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided that solely with respect to written or electronic -75- USActive 60444631.4 information (other than information presented in a Notice of Borrowing or Borrowing Base Certificate) furnished by the Administrative Borrower which was provided to a Loan Party from an Obligor with respect to a Portfolio Asset or any other third party (or derived thereof), such information need only be accurate, true and correct in all material respects to the knowledge of the applicable Responsible Persons of such Loan Party. (s) Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents (including the use of Proceeds from the sale of any item in the Collateral) will violate or result in a violation of Section 7 of the Exchange Act or Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. No Co‐Borrower owns or intends to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U, except as may result from any Portfolio Asset becoming publicly traded or as a result of a distribution or payment in kind to a Co‐Borrower by any Portfolio Asset of marginable stock. (t) Event of Default or Potential Default. No event has occurred and is continuing which constitutes an Event of Default or Potential Default, in each case, which has not been previously disclosed to the Administrative Agent and the Lenders in writing. (u) ERISA. Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred and none of the Co‐Borrowers, Holdings or any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event; (ii) none of the Co‐Borrowers, Holdings or any ERISA Affiliate has sponsored, established or maintained, has an obligation to contribute to, has incurred or taken any action that has resulted or would reasonably be expected to result in the imposition of liability on the Co‐Borrowers, Holdings or any ERISA Affiliate with respect to any Pension Plan or Multiemployer Plan; and (iii) none of the Co‐Borrowers, Holdings or any ERISA Affiliate has sponsored, established or maintained, has an obligation to contribute to, has incurred or has taken any action that has resulted or would reasonably be expected to result in the imposition of any liability on the Co‐Borrowers, Holdings or any ERISA Affiliate with respect to any Employee Benefit Plan. No assets of the Co‐Borrowers or Holdings include (x) Plan Assets or (y) “plan assets” of any governmental plan that is subject to laws or regulations similar to Section 406 of ERISA or 4975 of the Code (“Similar Law”). None of the transactions or services contemplated under this Agreement or the other Transaction Documents, including exercise of rights with respect to the Collateral and performance of its duties by the Servicer, constitutes or will result in a non‐exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any violation of Similar Law. (v) Broker‐Dealer. No Co‐Borrower is a broker‐dealer or subject to the Securities Investor Protection Act of 1970. (w) Instructions for Collections. The Collection Account is the only account to which the Obligors have been instructed by the applicable Loan Party to send Collections with respect to the Portfolio Assets. No Loan Party has granted any Person other than the Administrative -76- USActive 60444631.4 Agent, for the benefit of the Secured Parties, and Permitted Liens in favor of the Account Bank, an interest in the Collection Account. (x) Insider. No Co‐Borrower is an “executive officer,” “director,” or “person who directly or indirectly or acting through or in concert with one or more persons owns, controls, or has the power to vote more than 10% of any class of voting securities” (as those terms are defined in 12 U.S.C. §375b or in regulations promulgated pursuant thereto) of any Lender, of a bank holding company of which any Lender is a subsidiary, or of any subsidiary, of a bank holding company of which any Lender is a subsidiary, or, to the knowledge of any Responsible Person of a Co‐Borrower, any bank at which any Lender maintains a correspondent account, or of any bank which maintains a correspondent account with any Lender. (y) Investment Company Act. No Co‐Borrower is required to register as an “investment company” under the provisions of the 1940 Act. (z) Compliance with Applicable Law. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) each Co‐Borrower has complied with all Applicable Law to which it may be subject, and (ii) no item of the Collateral contravenes any Applicable Law (including all predatory and abusive lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy). (aa) Collections. All Available Collections received by a Loan Party or its Affiliates with respect to the Collateral will be held in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, until deposited into the Collection Account as provided herein. (bb) Sole Purpose. Each Co‐Borrower has been formed solely for the purpose of, and has not engaged in any business activity other than, the acquisition of Portfolio Assets and transactions incidental thereto and activities of the type set forth in Section 5.01(a) and Section 5.02(a). No Co‐ Borrower is party to any material agreements other than this Agreement and the other Transaction Documents to which it is a party and the Required Portfolio Documents and other agreements listed on the Portfolio Asset Checklist for each Portfolio Asset in respect of which a Co‐Borrower is a lender or loan participant. (cc) Separate Entity. Each Co‐Borrower is operated as an entity with assets and liabilities distinct from those of Holdings, and any Affiliates thereof, and each Co‐Borrower hereby acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon each Co‐Borrower’s identity as a separate legal entity from Holdings, and from each such other Affiliate of Holdings. (dd) Sanctions and Anti‐Terrorism Laws and Anti‐Money Laundering Laws. No Borrower Covered Entity described in clauses (a) or (b) of the definition thereof, nor any of their respective directors, officers, or employees, are (i) a Sanctioned Person; (ii) located, organized or resident in a Sanctioned Country; or (iii) engaging in any dealings or transactions that would result in a material violation of Sanctions and Anti‐Terrorism Laws or Anti‐Money Laundering Laws. Each Co‐Borrower covenants and agrees that it shall promptly notify the Servicer and the Administrative Agent in writing upon a Responsible Person of a Borrower Covered Entity -77- USActive 60444631.4 obtaining knowledge of the occurrence of a Reportable Compliance Event with respect to a Borrower Covered Entity, except to the extent such notice is prohibited by Applicable Law. (ee) Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Co‐Borrowers. (ii) The Collateral is comprised of “instruments”, “financial assets”, “security entitlements”, “general intangibles”, “chattel paper”, “accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “insurance” (each as defined in the applicable UCC), and the proceeds of the foregoing, or such other category of collateral under the applicable UCC as to which each Co‐Borrower has complied with its obligations under this Section 4.01(dd). (iii) Each of the Collection Account and the Interest Reserve Account, being the only Accounts currently established as listed on Schedule VIII hereto, is not in the name of any Person other than a Co-Borrower, subject to Permitted Liens and the lien of the Administrative Agent, for the benefit of the Secured Parties. (iv) Each of the Collection Account and the Interest Reserve Account constitutes a “securities account” or “deposit account”, as applicable, as defined in the applicable UCC. (v) Kudu, the applicable banking institution and the Administrative Agent, on behalf of the Secured Parties, have entered into an Account Control Agreement with respect to each of the Collection Account and Interest Reserve Account. (vi) Each Co‐Borrower has authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, no Co‐Borrower has pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. No Co‐Borrower has authorized the filing of and, as of the Closing Date, is not aware of any financing statements against any Co‐Borrower that include a description of collateral covering the Collateral other than any financing statement (A) that has been terminated or fully and validly assigned to the Administrative Agent, (B) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the -78- USActive 60444631.4

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conditions set forth in) Section 2.11, or (C) for any Permitted Lien. As of the Closing Date, no Co‐Borrower is aware of the filing of any judgment or Tax lien filings against any Co‐Borrower, other than Permitted Liens. (viii) With respect to any Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by a Co‐Borrower of such certificated security. (ix) With respect to any Collateral that constitutes an “uncertificated security”, each Co‐Borrower shall either (x) cause the issuer of such uncertificated security to register the Administrative Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security or (y) cause the issuer of such uncertificated security to agree to comply with instructions of the Administrative Agent without further consent of such Co‐Borrower. (x) The Loan Parties shall not open or close any Account without the prior written consent of the Administrative Agent, Servicer and Initial Lender, which consent may be exercised in their sole discretion. SECTION 4.02 Representations of the Co‐Borrowers Relating to the Agreement and the Collateral. The Co‐Borrowers, jointly and severally, hereby represent to the Secured Parties as of the Closing Date and each Advance Date as follows: (a) Eligibility of Collateral. (i) Schedule I and each Borrowing Base Certificate is an accurate and complete listing of all the Portfolio Assets contained in the Collateral and included in the Borrowing Base on the date delivered, and the information contained therein with respect to the identity of such item of Collateral and the amounts owing thereunder is true and correct in all material respects as of such date, (ii) each Portfolio Asset designated as included in the Borrowing Base on Schedule I or any Borrowing Base Certificate as an Eligible Portfolio Asset and each Portfolio Asset included as an Eligible Portfolio Asset in any calculation of the Borrowing Base is an Eligible Portfolio Asset, (iii) the Loan Parties have complied in all material respects with the requirements of this Agreement, and (iv) with respect to each such item of Collateral, all consents, licenses, approvals or authorizations of or registrations or declarations of any Governmental Authority or any Person required to be obtained, effected or given by a Loan Party in connection with the grant of a security interest in each item of Collateral to the Administrative Agent, for the benefit of the Secured Parties, have been duly obtained, effected or given and are in full force and effect. (b) Eligible Portfolio Assets. The Eligible Portfolio Assets as of the Closing Date are set forth on Schedule I and are owned by the Loan Parties. (c) Portfolio Assets. Each Portfolio Asset included in the Borrowing Base will be evidenced by Required Portfolio Documents evidencing each Loan Party, as applicable, as owner -79- USActive 60444631.4 thereof. As of the Closing Date, no Portfolio Asset included in the Borrowing Base and held, directly or indirectly, by a Loan Party is held in a securities account. (d) Change of Control. As of the Closing Date or, if later, on the date of acquisition thereof, no Required Portfolio Document contains provisions prohibiting the pledge of the Portfolio Assets that are included in the Borrowing Base for which consent to pledge such Collateral has not been received. (e) No Fraud. To the knowledge of the Responsible Persons of each Loan Party as of the Closing Date, each Portfolio Asset was originated without any fraud or material misrepresentation on the part of the Obligor or Transferor, if any, of such Portfolio Asset. SECTION 4.03 Representations of the Servicer. The Servicer hereby represents, as of each applicable Cut‐Off Date, as of each applicable Advance Date and as of each Reporting Date, as follows: (a) Organization; Power and Authority. It is a duly organized and validly existing as a limited liability company, in good standing under the laws of the United States. It has full power, authority and legal right to execute, deliver and perform its obligations as Servicer under this Agreement and the other Transaction Documents to which it is a party. (b) Due Authorization. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions provided for herein and therein have been duly authorized by all necessary organizational action on its part. (c) No Conflict. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party, the performance of the transactions contemplated hereby or thereby and the fulfillment of the terms hereof or thereof will not conflict with, result in any breach of its organizational documents or any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Servicer is a party or by which it or any of its property is bound. (d) No Violation. The execution and delivery of this Agreement and the other Transaction Documents, the performance of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with or violate, in any respect, any Applicable Law if compliance therewith is necessary (i) to ensure the enforceability of any Portfolio Asset or (ii) for Servicer to perform its obligations under this Agreement in accordance with the terms hereof. (e) All Consents Required; No Proceedings or Injunction. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Servicer, required in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, the performance by the Servicer of the transactions contemplated hereby and thereby and the fulfillment by the Servicer of the terms hereof and thereof have been obtained to the extent necessary (i) to ensure the enforceability of any Portfolio Asset or (ii) for Servicer to perform its obligations under this -80- USActive 60444631.4 Agreement in accordance with the terms hereof. There is no litigation, proceeding or investigation pending or, to the knowledge of the Servicer, threatened against the Servicer, before any Governmental Authority (A) asserting the invalidity of this Agreement or any other Transaction Document or (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document. No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its obligations under this Agreement or any Transaction Document to which the Servicer is a party. (f) Validity, Etc. The Agreement and the other Transaction Documents to which it is a party constitute the legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and general principles of equity. (g) Reports Accurate. All Servicing Reports and other written or electronic information, exhibits, financial statements, documents, books, records or reports, in all cases, prepared and furnished by the Servicer in connection with this Agreement are, as of their date, accurate, true and correct in all material respects, and no such document contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading; provided that for the purposes of the production by the Servicer of any reports, documents or information required under this Agreement, the Servicer may conclusively rely (absent bad faith or manifest error, and without investigation, inquiry, independent verification or any duty or obligation to recompute, verify, or recalculate any of the amounts and other information contained in) on any reports, documents or information provided to it by any Obligor or any other third party without any liability to the Servicer for such reliance. (h) Servicing Standard. The Servicer has complied in all material respects with the Servicing Standard with regard to the servicing of the Portfolio Assets. (i) Collections. All Available Collections received by the Servicer or its Affiliates with respect to the Collateral are held for the benefit of the Administrative Agent, for the benefit of the Secured Parties, until deposited into the Collection Account as provided herein. (j) Servicer Termination Event. No event has occurred which constitutes a Servicer Termination Event (other than any Servicer Termination Event which has previously been disclosed to the Administrative Agent as such). SECTION 4.04 Representations of each Lender. (a) No Lender Covered Entity is a Sanctioned Person and (b) the funds used to fund Advances, to the extent received from such Lender, are not derived from any unlawful activity. Each Lender covenants and agrees that it shall promptly notify the Servicer in writing upon obtaining actual knowledge of the occurrence of a Reportable Compliance Event with respect to any Lender Covered Entity, except to the extent such notice is prohibited by Applicable Law. SECTION 4.05 Representations of Holdings. Holdings hereby represents to the Secured Parties solely in respect of itself as of the Closing Date and each Advance Date as follows: -81- USActive 60444631.4 (a) Organization, Good Standing and Due Qualification. Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite limited liability company power and authority necessary to own the US Pledged Equity and to conduct its business as such business is presently conducted. Holdings is (i) has obtained all licenses and approvals necessary to own its assets and to transact the business in which it is engaged, and (ii) is duly qualified and in good standing in each jurisdiction where the transaction of such business or its ownership of the US Pledged Equity requires such qualification except, in the case of clauses (i) and (ii), as would not reasonably be expected to have a Material Adverse Effect. (b) Power and Authority; Due Authorization; Execution and Delivery. Holdings (i) has all requisite limited liability company power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) perform and carry out its obligations pursuant to this Agreement and the other Transaction Documents to which it is a party and (ii) has taken all necessary action to (A) authorize the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party, (B) grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the US Pledged Equity on the terms and conditions of this Agreement and the other Transaction Documents, subject only to Permitted Liens, and (C) authorize the Servicer to perform the actions contemplated herein. This Agreement and each other Transaction Document to which Holdings is a party have been duly executed and delivered by Holdings. (c) Binding Obligation. This Agreement and each of the other Transaction Documents to Holdings is a party constitutes the legal, valid and binding obligation of Holdings, enforceable against Holdings in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by Bankruptcy Laws and by general principles of equity (whether considered in a proceeding in equity or at law). (d) All Consents Required. No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance by Holdings of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this Agreement or any such Transaction Document or a grant of a security interest in the US Pledged Equity, other than such as have been waived, met or obtained and are in full force and effect or where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. (e) No Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents and all other agreements and instruments required to be executed and delivered or required to be executed and delivered in connection with the Transfer of any Portfolio Asset will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Holdings’ Constituent Documents (ii) result in the creation or imposition of any Lien on the Collateral other than Permitted Liens or (iii) violate any Applicable Law in any material respect or (iv) violate any material contract or other material agreement to which the Holdings is a party or by -82- USActive 60444631.4

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which the or any property or assets of the Holdings may be bound, except in the case of clause (iv) as would not reasonably be expected to have a Material Adverse Effect. (f) No Proceedings; No Injunctions. There is no litigation, proceeding or investigation pending or, to the knowledge of any Responsible Person of Holdings, threatened against Holdings before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (iii) in which Holdings, in its good faith determination, has determined that there is a reasonable probability of an adverse determination and which, if so adversely determined, individually or in the aggregate, would result in a Material Adverse Effect. (g) Insider. Holdings is not an “executive officer,” “director,” or “person who directly or indirectly or acting through or in concert with one or more persons owns, controls, or has the power to vote more than 10% of any class of voting securities” (as those terms are defined in 12 U.S.C. §375b or in regulations promulgated pursuant thereto) of any Lender, of a bank holding company of which any Lender is a subsidiary, or of any subsidiary, of a bank holding company of which any Lender is a subsidiary, or, to the knowledge of any Responsible Person of Holdings, any bank at which any Lender maintains a correspondent account, or of any bank which maintains a correspondent account with any Lender. (h) No Liens. The Equity Interests of each Co‐Borrower owned, directly or indirectly, by Holdings are free and clear of any Liens except for Permitted Liens. (i) Investment Company Act. Holdings is not required to register as an “investment company” under the provisions of the 1940 Act. (j) Compliance with Applicable Law. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Holdings has complied with all Applicable Laws to which it may be subject. (k) [Reserved]. (l) Sanctions and Anti‐Terrorism Laws and Anti‐Money Laundering Laws. Neither Holdings, nor any of their directors, officers or employees is (i) a Sanctioned Person; (ii) located, organized or resident in a Sanctioned Country; or (iii) engaging in any dealings or transactions that would result in a material violation of Sanctions and Anti‐Terrorism Laws or Anti‐Money Laundering Laws. Holdings covenants and agrees that it shall promptly notify the Servicer in writing upon a Responsible Person of a Co‐Borrower obtaining knowledge of the occurrence of a Reportable Compliance Event with respect to Holdings or an Obligor, except to the extent such notice is prohibited by Applicable Law. (m) [Reserved]. (n) No Plan Assets. No assets of Holdings include (x) Plan Assets or (y) “plan assets” of any governmental plan that is subject Similar Law. None of the transactions or services contemplated under this Agreement or the other Transaction Documents, including exercise of rights with respect to the Collateral and performance of its duties by the Servicer, constitutes or -83- USActive 60444631.4 will result in a non‐exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any violation of Similar Law. (o) Security Interest. (i) The US Pledged Equity issued by each Co‐Borrower has been duly and validly authorized and issued by such Co‐Borrower. (ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the US Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Holdings. (iii) Holdings has authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the US Pledged Equity. (iv) Other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the US Pledged Equity. Holdings has not authorized the filing of, and as of the Closing Date is not aware of any financing statements against Holdings that include a description of collateral covering the US Pledged Equity As of the Closing Date, Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens. (v) Holdings with respect to Kudu and Kudu US, and Kudu with respect to Kudu US, consents to the transfer of any US Pledged Equity to the Administrative Agent or its designee, following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in each Co‐Borrower with all the rights and powers related thereto, subject to the terms of this Agreement. (vi) The US Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of each Co‐Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (B) such certificate shall be delivered as provided in clause (vii) below. (vii) If any portion of the US Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security. -84- USActive 60444631.4 (viii) If any portion of the US Pledged Equity constitutes an “uncertificated security”, each Co‐Borrower hereby agrees to comply with instructions of the Administrative Agent with respect to such US Pledged Equity without further consent of Holdings. (ix) Except as permitted pursuant to Section 5.06(f), Holdings’ location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.06(f), the principal place of business and chief executive office of Holdings (and the location of Holdings’ records regarding the US Pledged Equity (other than those delivered to the Administrative Agent pursuant to this Agreement)) is located at its address referred to in Section 11.02. (p) Tax Returns. All material tax returns (including all material foreign, federal, State, local and other tax returns whether filed on a standalone or group basis) required to be filed by, on behalf of or with respect to the income and assets of Holdings has been timely filed and Holdings is not liable for Taxes payable by any other Person. Holdings has paid all Taxes, assessments and other governmental charges made against it or any of its property except for those Taxes, assessments or charges being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves in accordance with Applicable Accounting Principles, on its books. Holdings is resident for Tax purposes only in the jurisdiction under whose laws it is organized as of the Closing Date and does not have a branch, agency or permanent establishment in any other jurisdiction for Tax purposes. ARTICLE V. GENERAL COVENANTS SECTION 5.01 Affirmative Covenants of the Loan Parties. From the Closing Date until the Facility Termination Date: (a) Compliance with Constituent Documents and Scope of Business. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Co‐ Borrowers will observe all organizational procedures required by its Constituent Documents. Without limiting the foregoing, each Co‐Borrower will limit the scope of its business to: (i) the acquisition of Portfolio Assets and the ownership and management of the Portfolio Assets and the related assets in the Collateral Portfolio, (ii) the sale, transfer or other disposition of Portfolio Assets as and when permitted under the Transaction Documents, (iii) entering into and performing under the Transaction Documents, consenting or withholding consent as to proposed amendments, waivers and other modifications of the Equity Investment Agreements to the extent not in conflict with the terms of this Agreement or any other Transaction Document, (iv) exercising any rights (including but not limited to voting rights and rights arising in connection with a Bankruptcy Event with respect to an Obligor or the consensual or non‐judicial restructuring of the debt or equity of an Obligor) or remedies in connection with the Portfolio Assets and participating in the committees (official or otherwise) or other groups formed by creditors of an Obligor to the extent not in conflict with the terms of this Agreement or any other Transaction Document, (v) acquiring Portfolio Assets directly from third‐parties (other than Holdings) on an arms‐length basis, (vi) contracting with third–parties to -85- USActive 60444631.4 provide services as may be required from time to time by a Co‐Borrower in connection with the Transaction Documents, including legal, investment, accounting, data processing, administrative and management services, (vii) taking any and all other action necessary to maintain the existence of each Co‐Borrower as a limited liability company in good standing under the laws of the State of Delaware and/or to qualify each Co‐Borrower to do business as a foreign limited liability company in any other state in which such qualification is required, and (viii) engaging in those lawful activities, including entering into other agreements and any amendments, supplements or restatements to the Transaction Documents to which it is a party or such other agreements and issuing any other instruments, that are necessary, convenient or advisable to accomplish the foregoing or are incidental thereto or in connection therewith. (b) Preservation of Existence. Subject to Section 5.02(e), each Co‐Borrower will preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its formation and will promptly obtain and thereafter maintain qualifications to do business as a limited liability company in any other jurisdiction in which it does business and in which it is required to so qualify under Applicable Law, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. (c) Deposit of Misdirected Collections. Each Loan Party shall promptly (but in no event later than two (2) Business Days after receipt and identification thereof) deposit or cause to be deposited into the Collection Account any and all Available Collections received by such Loan Party. (d) Material Investment Event. The Administrative Borrower shall give prompt written notice to the Lenders upon receipt of actual knowledge of any Material Investment Event with respect to any Eligible Portfolio Asset to the extent such Material Investment Event reduces the value of the Borrowing Base and shall make any necessary adjustments to the calculation of as a result thereof. (e) Rating Agency Information; Maintenance of Credit Rating on Facility. (i) The Co-Borrowers shall at all times maintain a Debt Rating for the Facility. (ii) The Co‐Borrowers shall provide the applicable Acceptable Rating Agency that is then engaged by the Co‐Borrowers to rate the Advances with all available information that is reasonably requested by such Acceptable Rating Agency in connection with its rating of the Advances. (iii) At any time that the Debt Rating maintained pursuant to clause (i) above is not a public rating, the Co-Borrowers will provide to each Lender (x) at least annually (on or before each anniversary of the Closing Date) and (y) promptly upon receipt of knowledge of any change in such Debt Rating, an updated Rating Letter evidencing such Debt Rating and an updated Rating Rationale Report with respect to such Debt Rating (but in the case of clause (y), only to the extent received by the Co-Borrowers). In addition to the foregoing information and any information specifically required to be included in any Rating Letter or Rating Rationale Report (as set forth in the respective -86- USActive 60444631.4

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definitions thereof), if the SVO or any other Governmental Authority having jurisdiction over any Lender from time to time requires any additional information with respect to the Debt Rating of the Facility, the Co-Borrowers shall use commercially reasonable efforts to procure such information from the Acceptable Rating Agency. (f) Required Portfolio Documents. The Administrative Borrower shall deliver to the Servicer, upon the written request of the Servicer, the Required Portfolio Documents and the Portfolio Asset Checklist pertaining to each Portfolio Asset after the Cut‐Off Date pertaining to such Portfolio Asset. (g) Notice of Event of Default. Each Loan Party shall promptly (and in any event within two (2) Business Days) notify the Administrative Agent in writing of the occurrence of each Potential Default or Event of Default (conspicuously labeled as a “Notice of Potential Default” or “Notice of Event of Default”) of which a Responsible Person of such Loan Party has knowledge or has received notice and no later than three (3) Business Days following such written notice, such Loan Party will provide to the Administrative Agent a written statement of a Responsible Person of such Loan Party setting forth the details of such event and the action that such Loan Party proposes to take with respect thereto. (h) Special Purpose Entity Requirements. Separate Entity. The Co‐Borrowers are operated as a combined entity with assets and liabilities distinct and separate from those of Holdings, and any Affiliates thereof (other than the UK Guarantors), and each Co‐Borrower hereby acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Co‐Borrowers’ identity as separate legal entities from Holdings, and from each such other Affiliate of Holdings (other than the UK Guarantors). (i) Notice of Litigation. Each Co‐Borrower shall promptly notify the Administrative Agent of the filing or commencement of any action, suit, investigation or proceeding by or before any arbitrator or Governmental Authority against any Co‐Borrower or Holdings, including pursuant to any applicable Environmental Laws, that would reasonably be expected to be adversely determined, and, if so determined, would reasonably be expected to result in liability of any Co‐Borrower in an aggregate amount exceeding $10,000,000. (j) Notice of ERISA Events. Each Co‐Borrower and Holdings shall promptly notify the Administrative Agent after a Responsible Person of such Co‐Borrower and Holdings obtains knowledge of the occurrence of any ERISA Event with respect to any Pension Plan or Multiemployer Plan that would reasonably be expected to result in a Material Adverse Effect and shall furnish a statement of a Responsible Person of such Co‐Borrower or Holdings setting forth the details as to such event and the action, if any, the Co‐Borrowers, Holdings or, if applicable, an ERISA Affiliate proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the United States Department of Labor or the PBGC with respect thereto. Each Co‐Borrower and Holdings will provide evidence, upon reasonable request by the Administrative Agent, that none of its assets or assets of the Co‐Borrowers include (x) Plan Assets or (y) “plan assets” of any governmental plan that is subject to Similar Law. -87- USActive 60444631.4 (k) Notice of Accounting Changes. Promptly and in any event within three (3) Business Days after the effective date thereof, the Administrative Borrower will provide to the Administrative Agent notice of any material change in the accounting policies of the Co‐Borrowers. (l) Notice of Amendment or Modification. Prompt notice of any proposed amendments or modifications made to the Constituent Documents of the Co‐Borrowers together with clean and marked copies of each relevant document highlighting the proposed or effected amendments or modifications as made. (m) Additional Information; Additional Documents. The Administrative Borrower shall provide the Administrative Agent with any financial or other information reasonably requested by the Administrative Agent (acting at the direction of the Majority Lenders) evidencing the truthfulness of the representations set forth in this Agreement. Notwithstanding anything to the contrary in this provision, neither the Co‐Borrowers, not their respective Affiliates will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non‐financial trade secrets or non‐financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or (iii) in the Co‐Borrowers’ or their respective Affiliates’ reasonable judgment, would compromise any attorney‐client privilege, privilege afforded to attorney work product or similar privilege; provided that the Administrative Borrower shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall make commercially reasonable efforts to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives and agents, in a manner that will protect such privilege. (n) Protection of Security Interest. The Co‐Borrowers will take all action reasonably necessary to perfect, protect and more fully evidence the Co‐Borrowers’ ownership of the Collateral free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including (i) at the expense of the Co‐Borrowers, taking all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Administrative Agent (for the benefit of the Secured Parties) in the Co‐Borrowers’ interests in the Collateral, including the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Collateral (which may include an “all asset” filing), and naming each Co‐Borrower as debtor and the Administrative Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof) and (ii) taking all additional action that the Servicer or the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective first priority (subject to Permitted Liens) perfected security interests of the parties to this Agreement in the Collateral, or to enable the Servicer or the Administrative Agent to exercise or enforce any of their respective rights hereunder. (o) Liens. Each Loan Party will promptly notify the Administrative Agent of the existence of any material Lien on the Collateral known to a Responsible Person of such Loan Party (other than Permitted Liens) and each Loan Party shall defend the right, title and interest of -88- USActive 60444631.4 the Administrative Agent, for the benefit of the Secured Parties, in, to and under the Collateral against all claims of third parties to the extent commercially reasonable to do so (as determined by the Loan Party in their reasonable discretion), other than with respect to Permitted Liens. (p) No Changes in Fees. The Co‐Borrowers will not make any changes to the Fees or amend, restate, supplement or otherwise modify the Fee Letters in any material respect without the prior written approval of the Majority Lenders and the applicable parties to such Fee Letters. (q) Compliance with Applicable Law. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Co‐Borrowers shall at all times comply with all Applicable Law (including Environmental Laws, and all federal securities laws). (r) Proper Records. The Co‐Borrowers shall at all times keep proper books of records and accounts in which full, true and correct entries, in all material respects, shall be made of its transactions in accordance with Applicable Accounting Principles and set aside on its books from its earning for each fiscal year all such proper reserves in accordance with Applicable Accounting Principles. Each Co‐ Borrower shall account for the Transfer to it from the Transferor of the Portfolio Asset under each Portfolio Asset Assignment as a Transfer of such Portfolio Asset in its books and records. (s) Satisfaction of Obligations. Each Co‐Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of such Co‐Borrower. (t) Payment of Taxes. Each Co‐Borrower shall pay and discharge (i) all material Taxes, levies, liens and other charges on it or its assets and on the Collateral that, with respect to such Co‐ Borrower, in any manner would create any Lien or charge upon such Collateral, except for Permitted Liens, and (ii) any such Taxes that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with Applicable Accounting Principles. (u) Tax Treatment. Each Co‐Borrower and the Lenders intend to treat the Advances advanced hereunder as indebtedness of such Co‐Borrower (or, so long as such Co‐Borrower is treated as a disregarded entity for U.S. federal income tax purposes, as indebtedness of the entity of which it is considered to be a part) for U.S. federal income tax purposes and shall file any and all tax forms in a manner consistent therewith, unless otherwise required by Applicable Law. (v) Notification Forms. After the occurrence and during the continuance of an Event of Default, Holdings and each Co‐Borrower shall furnish the Administrative Agent or the Servicer, as applicable, with an appropriate power of attorney in the form of Exhibit H to send (at the direction of the Majority Lenders) notification forms to the Obligors or any agent, administrative agent, servicer or other person, as applicable, of the Administrative Agent’s interest in the Collateral and the obligation to make payments as directed by the Administrative Agent (acting at the direction of the Majority Lenders). -89- USActive 60444631.4 (w) Passthrough Entity. Each Co‐Borrower will be disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701‐3(b) or a partnership (other than a publicly traded partnership) for U.S. federal income tax purposes, and neither such Co‐Borrower nor any other Person on its behalf shall make an election to be, or take or permit any other action that is reasonably likely to result in such Co‐Borrower being, treated as a corporation for U.S. federal income tax purposes. Each Co‐Borrower shall, whenever relevant, make an election under Section 6226 of the Code. Each Co‐Borrower shall not be resident for Tax purposes in any jurisdiction other than the jurisdiction under whose laws it is incorporated as of the Closing Date or have a branch, agency or permanent establishment in any other jurisdiction for Tax purposes. (x) Access to Records. From time to time and, prior the occurrence and continuance of an Event of Default, upon not less than five (5) Business Days advance notice, permit the Administrative Agent or any Person designated by the Administrative Agent and at the sole cost and expense of the Co‐ Borrowers, to, subject to Section 5.01(m), during normal hours, visit and inspect at reasonable intervals the books, records and accounts of the Co‐Borrowers or any Person to which the Co‐Borrowers delegate any of their duties under the Transaction Documents, in each case relating to the Co‐Borrowers’ business, financial condition, operations, assets and its performance under the Transaction Documents, and to make copies thereof or abstracts therefrom, and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, all as often as the Administrative Agent may reasonably request (acting at the direction of the Majority Lenders); provided that (i) the Administrative Agent shall use all reasonable efforts to coordinate its inspections and (ii) so long as an Event of Default has not occurred and is continuing, no more than one site visit may be conducted in any calendar year. (y) Sanctions and Anti‐Terrorism, Anti‐Money Laundering and Anti‐Corruption Compliance. Each Co‐Borrower shall maintain in effect policies and procedures designed to promote compliance by such Co‐Borrower and its officers, employees, and agents with applicable Sanctions and Anti‐Terrorism Laws, Anti‐Money Laundering Laws and Anti‐Corruption Laws. (z) Financial Reporting. The Administrative Borrower will furnish: (i) within 120 days after the end of each fiscal year of the Loan Parties, commencing with the fiscal year ended December 31, 2020, to the Administrative Agent and each Lender audited consolidated statements of the Loan Party of assets, liabilities and capital, and audited consolidated statements of operations and cash flow, audited by a firm of nationally recognized independent public accountants, as of the end of such fiscal year; (ii) within 90 days after the end of fiscal quarter of each fiscal year to the Administrative Agent and each Lender financial reports setting forth an update of the underlying General Partnership Investments and upon the Administrative Agent’s or any Lender’s reasonable request, the underlying reports from each general partner, schedules and other documentation used to generate such underlying reports; -90- USActive 60444631.4

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(iii) within 60 days after the end of each fiscal quarter, (x) to the Administrative Agent and each Lender and (y) to the Servicer and each Lender: (A) an LTV Certificate as of the last day of such quarter; (B) a Borrowing Base Certificate as of the last day of such quarter; (C) an updated Schedule I, identifying any Portfolio Assets acquired or disposed of during such month in accordance with the terms hereof; and (D) with respect to each Obligor for each Portfolio Asset that was an Eligible Portfolio Asset at any time during the applicable quarter, to the extent received by any Loan Party from the Obligor, make available to the Servicer and the Lenders upon reasonable request, financial reporting packages (including applicable financial statements) delivered by such Obligor pursuant to the applicable Equity Investment Agreement to the extent such financial reporting packages have been received during such quarter. provided, that, if the Loan Parties are required to demonstrate pro forma compliance with the Maximum LTV Percentage in connection with the making of any Advance or any Sale of Eligible Portfolio Asset, the Administrative Borrower will deliver to the Servicer and the Lenders an updated LTV Certificate in connection therewith. (iv) within 60 days after the end of each fiscal quarter, to the Administrative Agent and each Lender the income statement, the balance sheet, a cash flow statement, and calculation of the Debt Service Coverage Ratio with respect to such fiscal quarter. (v) as soon as available, and in any event within 60 days after the end of each calendar quarter, to the Administrative Agent, the Servicer and each Lender, the quarterly portfolio update report provided to investors. (aa) Additional Reports. The Administrative Borrower will furnish to the Administrative Agent any redacted portfolio level data and reporting as may be reasonably requested by the Administrative Agent regarding the Eligible Portfolio Assets. (bb) Additional Collateral and Guarantors. Upon the formation or acquisition thereof, the Co‐ Borrowers shall promptly cause any direct or indirect Subsidiary formed or otherwise purchased or acquired after the Closing Date to (i) execute a supplement to the Guaranty Agreement in form and substance satisfactory to the Administrative Agent and each other Transaction Document reasonably requested by the Administrative Agent, acting at the direction of the Majority Lenders, (ii) obtain all consents and approvals required to be obtained by it in connection with the execution and delivery of the aforementioned joinder, such Transaction Documents, as applicable, and the performance of its obligations hereunder and thereunder and the granting by it of the Liens thereunder, and (iii) cause its assets to be subject to a first priority -91- USActive 60444631.4 perfected Lien (subject only to Permitted Liens that, pursuant to the terms of this Agreement, are permitted to have priority over the Administrative Agent’s Liens thereon) in favor of the Administrative Agent for the benefit of the Secured Parties and take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such first priority Lien. (cc) Pledges of Additional Stock and Indebtedness. Promptly pledge to the Administrative Agent for the benefit of the Secured Parties, all the Equity Interest of each Subsidiary of each Co‐ Borrower formed or otherwise purchased or acquired after the Closing Date. (dd) Post‐Closing Covenant. The Loan Parties, as applicable, shall satisfy the Post Closing Conditions set forth in Schedule VII, unless otherwise waived by the Administrative Agent, acting at the direction of the Majority Lenders. (ee) Account Closure and Establishment; Account Control Agreements. The Loan Parties, as applicable, shall (i) notify the Initial Lender and Administrative Agent, and (ii) have received the prior written consent of the Initial Lender, prior to (y) closing or repurposing any existing Account, or (z) establishing any new Account, after the Closing Date, and within thirty (30) days of such establishment permitted pursuant to this clause (ii), the applicable Loan Parties shall negotiate, execute and deliver to the Administrative Agent an Account Control Agreement with respect to such Account; provided that the Loan Parties shall not permit any of the Collections to be deposited into any such Account prior to the delivery of an executed Account Control Agreement with respect to such Account. (ff) Notice of Change in Debt Rating or Ratings Event. The Co-Borrowers shall promptly notify the Administrative Agent of (i) any change in any Debt Rating or (ii) the occurrence of a Ratings Event. SECTION 5.02 Negative Covenants of the Loan Parties. From the Closing Date until the Facility Termination Date: (a) Protection of Title. Except as otherwise permitted under this Agreement, the Co‐ Borrowers shall not take any action which would directly or indirectly materially impair or adversely affect the Co‐Borrowers’ title to the Collateral Portfolio. (b) Transfer Limitations. Except as permitted pursuant to Section 2.09(a), Section 2.11 or Section 5.02(l), the Loan Parties shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Collateral to any person other than the Administrative Agent for the benefit of the Secured Parties or in connection with Permitted Liens, or engage in financing transactions or similar transactions with respect to the Collateral with any person other than pursuant to this Agreement and the other Transaction Documents. (c) Indebtedness; Liens. The Co‐Borrowers shall not create, incur, assume or suffer to exist any Indebtedness other than the Obligations and Permitted Debt. The Co‐Borrowers shall not create, incur or permit to exist any Lien in or on any of the Collateral subject to the Lien granted by the Co‐ Borrowers pursuant to this Agreement, other than Permitted Liens. The -92- USActive 60444631.4 Co‐Borrowers shall not permit any affiliated or intercompany Indebtedness, other than Permitted Debt, that is senior to the Co‐ Borrowers’ interest in the Collateral to be incurred or created. (d) Constituent Documents. No Co‐Borrower shall modify, amend, terminate or otherwise alter any Constituent Document of a Co‐Borrower in any manner that would materially and adversely affect the interests of the Lenders or would reasonably be expected to have a Material Adverse Effect without the prior written consent of the Majority Lenders. (e) Fundamental Changes. The Co‐Borrowers will not merge into or consolidate with any other Person, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) or liquidate or dissolve in whole or in part if such event would reasonably be expected to have a Material Adverse Effect without the prior written consent of the Lenders. (f) Business. The Co‐Borrowers will not cease to be engaged in business of the type authorized by its Constituent Documents. (g) Formation of Subsidiaries. The Co‐Borrowers will not form any Subsidiary unless such Subsidiary complies with Sections 5.01(bb), 5.01(cc) and 5.02(h) of this Agreement or form any Subsidiary whose Equity Interest is not wholly‐owned by a Loan Party. (h) Subsidiary Indebtedness; Liens. The Co-Borrowers shall not cause or permit any of its direct or indirect Subsidiaries to, and the direct or indirect Subsidiaries of the Co-Borrowers shall not, permit, create, incur, assume or suffer to exist any Indebtedness or Liens other than Permitted Debt and Permitted Liens. (i) Special Purpose Entity Requirements. Except as otherwise permitted by this Agreement, the Co‐Borrowers shall not become insolvent or fail to pay their respective debts and liabilities from their assets when due. (j) Investment Company. No Co‐Borrower will become an “investment company” required to be registered under the 1940 Act. (k) Transactions with Affiliates. The Co‐Borrowers will not sell, lease, transfer or otherwise dispose of any asset (which shall not include a redemption of such asset in accordance with its terms) to any Affiliate of any Co‐Borrower unless such sale, lease, transfer or disposal is made in accordance with the Constituent Documents of a Co‐Borrower. (l) Use of Proceeds. The Co‐Borrowers shall not use the proceeds of any Advance other than (a) to re‐finance the Co‐Borrowers’ existing Indebtedness, (b) to finance (i) the origination and/or (ii) the acquisition of and investment by the Co‐Borrowers, directly or indirectly, in Eligible Portfolio Assets, (c) to pay transaction fees and expenses due and payable by the Co‐Borrowers under this Agreement and with respect to Eligible Portfolio Assets and (d) for general company purposes. (m) Anti‐Money Laundering; Sanctions and Anti‐Terrorism. The proceeds of the Advances shall not be used by any Co‐Borrower, and no Co‐Borrower will directly or, knowingly, indirectly lend, contribute or otherwise make available such proceeds to any other -93- USActive 60444631.4 Person, (i) to fund any activities or business of or with any Person that is a Sanctioned Person, or in any country or territory, that, at the time of such funding, is, or whose government is, a Sanctioned Country, to the extent that such funding would be prohibited by Sanctions or would otherwise cause any Person to be in breach of Sanctions or (ii) in any other manner that would result in a violation of any Anti‐Money Laundering Law or Sanctions and Anti‐Terrorism Law by any Person or could cause Lender or any Lender Covered Entity to become a Sanctioned Person. (n) Anti‐Corruption Compliance. The proceeds of the Advances shall not be used by any Co‐ Borrower, and no Co‐Borrower will, directly or, knowingly, indirectly lend, contribute, or otherwise make available such proceeds to any other Person, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation in any material respect of any Anti‐Corruption Laws. (o) ERISA Matters. Except as would not reasonably be expected to result in a Material Adverse Effect, no Co‐Borrower nor Holdings will permit to exist any occurrence of any ERISA Event. The Co‐Borrowers will not take any action, omit to take any action or permit any other party to take any action that would result in its assets, or the assets of Holdings or the Fund, including (x) Plan Assets or (y) “plan assets” of any governmental plan that is subject to Similar Law. None of the transactions or services contemplated under this Agreement or the other Transaction Documents, including exercise of rights with respect to the Collateral and performance of its duties by the Servicer, constitutes or will result in a non‐exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any violation of Similar Law. (p) Change of Jurisdiction, Location, Names or Location of Portfolio Asset Files. No Loan Party shall change the jurisdiction of its formation, change the location of its principal place of business and chief executive office or make any change to its name or use any tradenames, fictitious names, assumed names, “doing business as” names or other names unless, prior to the effective date of any such change in the jurisdiction of its formation, change in location or name change or use, the Administrative Borrower provides at least ten (10) days prior written notice thereof and delivers to the Administrative Agent such financing statements as the Administrative Agent (acting at the direction of the Majority Lenders) may request to reflect such change in the jurisdiction of its formation, change in location or name change or use, together any other documents and instruments as the Administrative Agent (acting at the direction of the Majority Lenders) may reasonably request in connection therewith. No Loan Party shall move, or to the extent in the possession of the Servicer, consent to the Servicer moving, the Portfolio Asset Files from the location thereof on the Closing Date or applicable Advance Date, unless the Administrative Agent (acting at the direction of the Majority Lenders) shall consent to such move in writing, such consent not to be unreasonably withheld, conditioned or delayed. (q) Portfolio Asset Assignments. No Loan Party will amend, modify, waive or terminate any provision of any Portfolio Asset Assignment in any manner that would materially and adversely affect the interests of the Lenders without the prior written consent of the Majority Lenders. -94- USActive 60444631.4

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(r) Restricted Junior Payments. No Loan Party shall make (i) distributions of Portfolio Assets except as expressly contemplated under Section 2.11 so long as no Event of Default or other Market Trigger Event has occurred or (ii) any Restricted Junior Payment, except that a Loan Party may make Restricted Junior Payments so long as no Event of Default or other Market Trigger Event has occurred in accordance with Section 2.09, and both before and after giving effect thereto, the Loan Parties, taken as a whole, are Solvent. SECTION 5.03 Affirmative Covenants of the Servicer. From the Closing Date until the Facility Termination Date: (a) Compliance with Applicable Law. The Servicer will comply in all material respects with all Applicable Law. (b) Preservation of Existence. The Servicer will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect. SECTION 5.04 Negative Covenants of the Servicer. From the Closing Date until the Facility Termination Date: (a) Required Portfolio Documents. The Servicer will not dispose of any documents constituting the Required Portfolio Documents in its possession in any manner that is inconsistent with the performance of its obligations as the Servicer pursuant to this Agreement and will not dispose of any Collateral except as contemplated by this Agreement or as is consistent with the Servicing Standard. (b) No Changes in Servicing Fees. The Servicer will not make any changes to the Servicing Fees or amend, restate, supplement or otherwise modify the Servicerapplicable Fee Letter in any material respect without the prior written approval of the Lenders and the Co‐Borrowers. SECTION 5.05 Affirmative Covenants of Holdings. From the Closing Date until the Facility Termination Date: (a) Compliance with Constituent Documents and Scope of Business. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Holdings will observe all organizational procedures required by its Constituent Documents. Without limiting the foregoing, Holdings will limit the scope of its business to: (i) the acquisition of Portfolio Assets and the ownership and management of the Portfolio Assets and the related assets in the Collateral Portfolio, (ii) the sale, transfer or other disposition of Portfolio Assets as and when permitted under the Transaction Documents, (iii) entering into and performing under the Transaction Documents, consenting or withholding consent as to proposed amendments, waivers and other modifications of the Equity Investment Agreements to the extent not in conflict with the terms of this Agreement or any other Transaction Document, (iv) exercising any rights (including but not limited to voting rights and rights arising in connection -95- USActive 60444631.4 with a Bankruptcy Event with respect to an Obligor or the consensual or non‐ judicial restructuring of the debt or equity of an Obligor) or remedies in connection with the Portfolio Assets and participating in the committees (official or otherwise) or other groups formed by creditors of an Obligor to the extent not in conflict with the terms of this Agreement or any other Transaction Document, (v) acquiring Portfolio Assets directly from third‐parties (other than the Co‐Borrowers) on an arms‐length basis, (vi) contracting with third–parties to provide services as may be required from time to time by Holdings in connection with the Transaction Documents, including legal, investment, accounting, data processing, administrative and management services, (vii) taking any and all other action necessary to maintain the existence of Holdings as a limited liability company in good standing under the laws of the State of Delaware and/or to qualify Holdings to do business as a foreign limited liability company in any other state in which such qualification is required, and (viii) engaging in those lawful activities, including entering into other agreements and any amendments, supplements or restatements to the Transaction Documents to which it is a party or such other agreements and issuing any other instruments, that are necessary, convenient or advisable to accomplish the foregoing or are incidental thereto or in connection therewith. (b) Preservation of Company Existence. Holdings will preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its formation and will promptly obtain and thereafter maintain qualifications to do business as a limited liability company in any other jurisdiction in which it does business and in which it is required to so qualify under Applicable Law except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. (c) Protection of Security Interest. Holdings shall take all action that the Servicer or the Administrative Agent may reasonably request to perfect, protect and more fully evidence the first priority (subject to Permitted Liens) perfected security interest of the Administrative Agent, for the benefit of the Secured Parties, in the US Pledged Equity, or to enable the Administrative Agent to exercise or enforce any of its rights hereunder. (d) Liens. Holdings will promptly notify the Administrative Agent of the existence of any material Lien on the US Pledged Equity known to a Responsible Person of Holdings (other than Permitted Liens) and Holdings shall defend the right, title and interest of the Administrative Agent, for the benefit of the Secured Parties, in and to the US Pledged Equity against all claims of third parties to the extent commercially reasonable to do so (as determined by Holdings in its reasonable discretion), other than with respect to Permitted Liens. (e) Compliance with Applicable Law. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Holdings shall at all times comply with all Applicable Law (including Environmental Laws, and all federal securities laws). (f) Taxes. Holdings shall pay and discharge all material Taxes, levies, liens and other charges on it or its assets and on the Collateral that, with respect to Holdings, in any manner would create any Lien or charge upon such Collateral, except for (i) Permitted Liens, and (ii) any such Taxes that are being appropriately contested in good faith by appropriate proceedings -96- USActive 60444631.4 diligently conducted and with respect to which adequate reserves have been provided in accordance with Applicable Accounting Principles. SECTION 5.06 Negative Covenants of Holdings. From the Closing Date until the Facility Termination Date: (a) Protection of Title. Except as otherwise permitted under this Agreement, Holdings shall not take any action which would directly or indirectly materially impair or adversely affect Holdings’ title to the US Pledged Equity. (b) Transfer Limitations. Holdings shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the US Pledged Equity to any person other than the Administrative Agent for the benefit of the Secured Parties, other than Permitted Liens, or engage in financing transactions or similar transactions with respect to the US Pledged Equity with any person other than as contemplated by this Agreement and the other Transaction Documents. (c) Indebtedness; Liens. Holdings shall not create, incur or permit to exist any Lien in or on any of the US Pledged Equity. (d) Organizational Documents. Holdings shall not modify or terminate any of the organizational or operational documents of Holdings in any manner that would materially and adversely affect the Administrative Agent’s security interest in the US Pledged Equity. (e) [Reserved]. (f) Change of Jurisdiction, Location or Names. Holdings shall not change the jurisdiction of its formation, change the location of its principal place of business and chief executive office or make any change to its name or use any tradenames, fictitious names, assumed names, “doing business as” names or other names unless, prior to the effective date of any such change in the jurisdiction of its formation, change in location or name change or use, Holdings provides at least ten (10) days prior written notice thereof and delivers to the Administrative Agent such financing statements as the Administrative Agent (acting at the direction of the Majority Lenders) may request to reflect such change in the jurisdiction of its formation, change in location or name change or use, together any other documents and instruments as the Administrative Agent (acting at the direction of the Majority Lenders) may reasonably request in connection therewith. (g) ERISA Matters. Holdings will not take any action, omit to take any action or permit any other party to take any action that would result in its assets, or the assets of any Co‐Borrower or Holdings, including (x) Plan Assets or (y) “plan assets” of any governmental plan that is subject to Similar Law. None of the transactions or services contemplated under this Agreement or the other Transaction Documents, including exercise of rights with respect to the Collateral and performance of its duties by the Servicer, constitutes or will result in a non‐exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any violation of Similar Law. -97- USActive 60444631.4 ARTICLE VI. EVENTS OF DEFAULT SECTION 6.01 Events of Default. If any of the following events (each, an “Event of Default”) occurs: (a) a Co‐Borrower fails to make any payment of (i) any Obligation (other than the payment of any amount upon the Maturity Date) when due and such failure is not cured within five (5) Business Days of the date on which such Obligation is due and payable or (ii) any Obligation on the Maturity Date; (b) a Co‐Borrower defaults in making any payment required to be made under one or more agreements for borrowed money to which it is a party in an aggregate principal amount in excess of $10,000,000 and any such failure continues unremedied for five (5) Business Days, or an event of default is declared under any such agreement, and in each case, such default is not cured or remedied within the applicable cure period, if any, provided for under such agreement; (c) any failure on the part of a Loan Party or Holdings duly to observe or perform any its covenants or agreements set forth in this Agreement or the other Transaction Documents to which it is a party that has a Material Adverse Effect on the Secured Parties (other than covenants or agreements with respect to which another clause of this Section 6.01 expressly relates, which shall not, on its own, constitute an Event of Default under this clause (c)) and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Administrative Borrower by the Administrative Agent (acting at the direction of the Majority Lenders) or any Lender and (ii) the date on which a Responsible Person of a Loan Party or Holdings, as applicable, acquires actual knowledge thereof; (d) the occurrence of a Bankruptcy Event relating to a Loan Party or Holdings; (e) the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction against a Loan Party or Holdings for the payment of money in excess of $10,000,000 in the aggregate (unless such judgment is covered by third party insurance as to which the insurer has been notified of such judgment, decree or order and has not denied or failed to acknowledge coverage) where a Loan Party or Holdings, as applicable, shall not have either (i) discharged within a period of thirty (30) days or provided for the discharge of any such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal, decree or order and caused the execution of the same to be stayed during the pendency of the appeal; (f) (i) the breach by a Loan Party or Holdings (as applicable) of any covenants or agreements set forth in (x) Sections 5.01 (a), (b) (with respect to existence only), (c), (d), (g), (h), (i), (j), (k), (l), (m), (n), (o), (y) and (z), and any such breach (other than in respect of Sections 5.01(b), (c), (g), and (k)) shall not be cured or remedied within five (5) Business Days of the occurrence thereof or (y) Section 5.05(a), (b) (with respect to existence only), and (c) or (ii) any -98- USActive 60444631.4

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failure on the part of a Co‐ Borrower or Holdings (as applicable) to observe or perform any covenants or agreements set forth in Sections 5.02 and 5.06, and, in each case, after giving effect to any applicable grace period or notice requirement; (g) (i) any Transaction Document, or any Lien or security interest in any of the Collateral granted thereunder, shall (except in accordance with its terms or with the consent of the Majority Lenders), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of a Loan Party or Holdings (as applicable); provided that, there shall be no Event of Default under this clause (g)(i) to the extent such Event of Default arises solely from the action (or inaction) of the Account Bank, the Servicer, the Administrative Agent or a Lender, (ii) the Loan Parties, Holdings or any of their Affiliates shall, directly or indirectly, validly contest in writing in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any Lien or security interest thereunder or (iii) any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority perfected security interest (subject to Permitted Liens) except as otherwise expressly permitted to be released in accordance with the applicable Transaction Document; provided that there shall be no Event of Default under this clause (g)(iii) to the extent such Event of Default arises from the action (or inaction) of the Account Bank, the Servicer, the Administrative Agent or a Lender; (h) any Change of Control shall occur and such Change of Control has not been consented to by the Lenders (such consent not to be unreasonably withheld, conditioned or delayed); (i) any representation, warranty or certification made by a Loan Party or Holdings in any Transaction Document or in any agreement, instrument, certificate or other document required to be delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, and the same continues unremedied for a period of fifteen (15) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Administrative Borrower by the Administrative Agent (acting at the direction of the Majority Lenders) or any Lender and (ii) the date on which a Responsible Person of a Loan Party or Holdings acquires actual knowledge thereof; (j) any Loan Party ceases to be Solvent; then the Administrative Agent shall, at the direction of the Majority Lenders, or the Majority Lenders may, in each case, by notice to the Administrative Borrower, declare the Maturity Date to have occurred; provided that, in the case of any event described in Section 6.01(d), the Maturity Date is deemed to have occurred automatically upon the occurrence of such event. Upon the occurrence and during the continuation of any Event of Default, (i) Lenders may decline to make any Advance hereunder or terminate its commitment to make Advances hereunder, (ii) the Administrative Agent shall, at the direction of the Majority Lenders, or the Majority Lenders may declare the Advances to be immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived by the Co‐Borrowers) and any other Obligations to be immediately due and payable; provided that, in the case of any event described in Section 6.01(d), the Advances and other Obligations become -99- USActive 60444631.4 immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived by the Co‐Borrowers) without the need of any notice to the Co‐ Borrowers upon the occurrence of such event and (iii) the Administrative Agent, at the written direction of the Majority Lenders, shall instruct the Account Bank to distribute all amounts on deposit in the Collection Account and the Interest Reserve Account as described in Section 2.09(a) (provided that the Co‐Borrowers shall in any event remain liable to pay such Advances and all such amounts and Obligations immediately in accordance with Section 2.09(a)). In addition, upon the occurrence and during the continuation of any Event of Default, the Lenders and the Administrative Agent, on behalf of the Secured Parties, shall have, in addition to all other rights and remedies under this Agreement, the other Transaction Documents or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other Applicable Law, which rights shall be cumulative. SECTION 6.02 Pledged Equity. (a) Except as otherwise set forth in Section 6.02(b) or 6.02(c): (i) Holdings shall be entitled to exercise any and all voting or other consensual rights and powers inuring to an owner of US Pledged Equity or any part thereof and Holdings agrees that it shall exercise such rights for purposes not in contravention of the terms of this Agreement and the other Transaction Documents. (ii) Holdings shall be entitled to receive and retain any and all dividends and other distributions paid on or distributed in respect of the US Pledged Equity, to the extent and only to the extent that such dividends and other distributions are not prohibited by the terms and conditions of this Agreement and Applicable Law; provided that any noncash dividends or other distributions that would constitute US Pledged Equity, shall be and become part of the US Pledged Equity, and, if received by Holdings, shall not be commingled by Holdings with any of its other property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and Holdings shall promptly take all steps reasonably necessary to ensure the validity, perfection and priority (subject to Permitted Liens), including promptly delivering the same to the Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). So long as no Event of Default has occurred and is continuing, the Administrative Agent shall cooperate with Holdings with respect to making exchanges of US Pledged Equity in connection with any exchange or redemption of such US Pledged Equity not prohibited by this Agreement, which such cooperation shall include delivery of any such US Pledged Equity in exchange for replacement US Pledged Equity. For the avoidance of doubt, the Co‐Borrowers agree to reimburse the Administrative Agent for any costs or expenses incurred due to the provisions of this Section 6.02(a)(ii). (b) Upon the occurrence and during the continuance of an Event of Default (and after the delivery of written notice by the Majority Lenders or the Administrative Agent (acting at the direction of the Majority Lenders) to Holdings) or upon the occurrence of any event described in Section 6.01(d) (without notice), all rights of Holdings to dividends or other distributions that Holdings is authorized to receive pursuant to Section 6.02(a)(ii) shall cease, and all such rights -100- USActive 60444631.4 shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends or other distributions. All dividends or other distributions received by Holdings contrary to the provisions of this Section 6.02(b) shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of Holdings and shall be promptly delivered to the Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this Section 6.02(b) shall be retained by the Administrative Agent in the Collection Account and the Interest Reserve Account and shall be applied in accordance with the terms of this Agreement. After all Events of Default have been waived or are no longer continuing, the Administrative Agent shall promptly repay to Holdings (without interest) all dividends or other distributions that Holdings would otherwise be permitted to retain pursuant to the terms of Section 6.02(a)(ii) and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default (and after the delivery of written notice by the Majority Lenders or the Administrative Agent (acting at the direction of the Majority Lenders) to Holdings) or upon the occurrence of any event described in Section 6.01(d) (without notice), then (i) all rights of Holdings to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 6.02(a)(i) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, that, unless otherwise directed by the Majority Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit Holdings to exercise such rights and (ii) in order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, Holdings shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request. Immediately after all Events of Default have been waived or are no longer continuing, Holdings shall have the exclusive right to exercise the voting or consensual rights and powers that Holdings would otherwise be entitled to exercise pursuant to the terms of Section 6.02(a)(i). (d) Any notice given by the Administrative Agent to Holdings under this Section 6.02 shall be given in writing. SECTION 6.03 Additional Remedies. (a) Upon the occurrence and during the continuation of an Event of Default in accordance with Section 6.01, and without limiting the remedies provided in this Article VI, the Administrative Agent may, at the direction of the Majority Lenders, (i) sell or otherwise dispose of any of the Collateral or the Pledged Equity at public or private sales and take possession of the Proceeds of any such sale or disposition or (ii) instruct the obligor or obligors on any account, agreement, instrument or other obligation constituting Collateral or Pledged Equity to make any payment required by the terms of such account, agreement, instrument or other obligation to or at the direction of the Administrative Agent (acting at the direction of the Majority Lenders). Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of -101- USActive 60444631.4 Default, the Administrative Agent, acting at the direction of the Servicer, may (a) give a Notice of Exclusive Control or any other instruction in accordance with the Account Control Agreement and take any permitted action with respect to the Collateral subject thereto, (b) in accordance with Section 6.02, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Equity, exchange certificates or instruments representing or evidencing Pledged Equity for certificates or instruments of smaller or larger denominations, exercise the voting and all other rights as a holder with respect thereto, including exchange, subscription or any other rights, privileges or options pertaining to any Pledged Equity, and otherwise act with respect to the Pledged Equity as though the Administrative Agent was the absolute owner thereof and (c) in accordance with Section 6.02, collect and receive all cash dividends, interest, principal and other distributions made on any Pledged Equity. (b) Any Collateral or Pledged Equity to be sold or otherwise disposed of pursuant to this Article VI may be sold or disposed of in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice upon such terms and conditions, including price, as the Administrative Agent (acting at the direction of the Majority Lenders) may deem commercially reasonable), for cash or on credit or for future delivery without assumption of any credit risk. Any sale or disposition of Collateral or Pledged Equity may be made without the Administrative Agent giving warranties of any kind with respect to such sale or disposition and the Administrative Agent may specifically disclaim any warranties of title or the like. The Administrative Agent may comply with any applicable State or federal law requirements in connection with a sale or disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any such sale or disposition. If any notice of a proposed sale or disposition of the Collateral or Pledged Equity is required by law, such notice is deemed commercially reasonable and proper if given at least ten (10) days before such sale or disposition. The Administrative Agent has the right upon any public sale of Collateral or Pledged Equity and, to the extent permitted by law, upon any such private sale of Collateral or Pledged Equity, to purchase the whole or any part of the Collateral or Pledged Equity so sold or disposed of free of any right of equity redemption, which equity redemption the Co‐Borrowers hereby waive. Upon any sale or disposition of Collateral or Pledged Equity, the Administrative Agent has the right to deliver and transfer to the purchaser or transferee thereof the Collateral or Pledged Equity so sold or disposed of. (c) For the avoidance of doubt, this Agreement (including this Article VI) shall be subject to the special servicing activities provisions in Section 8.05. (d) Following an acceleration of the Obligations upon the occurrence and during the continuation of an Event of Default in accordance with Section 6.01, the Co‐Borrowers will use best efforts to execute all documentation and obtain all consents reasonably necessary to assign to the Servicer all of the Co‐Borrowers’ right, title and interest to each Eligible Portfolio Asset. ARTICLE VII. THE ADMINISTRATIVE AGENT SECTION 7.01 Appointment and Authority; Rights as Lender. -102- USActive 60444631.4

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(a) Each of the Lenders hereby irrevocably appoints Alter Domus (US) LLC to act on its behalf as the Administrative Agent hereunder and under the other Transaction Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article VII are solely for the benefit of the Administrative Agent, the Lenders and the other Secured Parties, and neither the Co‐ Borrowers nor Holdings shall have rights as a third‐party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Transaction Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender (to the extent it is also a Lender) as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its capacity as Lender, if applicable. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Co‐Borrowers, Holdings or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. SECTION 7.02 Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default, Market Trigger Event or Potential Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Administrative Agent is required to exercise as directed in writing by the Servicer or the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in such other Transaction Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Transaction Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or that may affect a forfeiture, -103- USActive 60444631.4 modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (iii) shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Loan Parties, Holdings or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) (including errors in judgement made) with the consent or at the request or direction of the Servicer or the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment; provided that, no action taken or not taken with the consent or at the request or direction of the Servicer or the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary) shall be deemed to constitute gross negligence or willful misconduct of the Administrative Agent. The Administrative Agent shall not be deemed to have knowledge of any default, Event of Default, Market Trigger Event, Potential Default or event or information, or be required to act upon any default, Event of Default, Market Trigger Event, Potential Default, or event or information (including the sending of any notice) unless a Responsible Officer of the Administrative Agent shall have received written notice of such default (which written notice shall be conspicuously labelled as a “Event of Default”, “Market Trigger Event”, or “Potential Default”), Event of Default, Market Trigger Event, Potential Default, or event or information, and shall have no duty to take any action to determine whether any such event, default, Market Trigger Event, Potential Default, or Event of Default has occurred. The Administrative Agent’s receipt of reports (including monthly distribution reports) and any publicly available information, shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein. All reports, notices and documents delivered to the Administrative Agent hereunder shall be delivered promptly or otherwise made available by the Administrative Agent to each Lender. (c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document, (ii) the contents or accuracy of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith and shall not be required to recalculate, certify or verify any information therein, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, Market Trigger Event or Potential Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. -104- USActive 60444631.4 (d) In no event shall the Administrative Agent be liable, directly or indirectly, for any special, indirect, punitive or consequential damages (as opposed to direct or actual damages), including lost profits, arising out of or in connection with this Agreement, even if the Administrative Agent has been advised of the possibility of such damages and regardless of the form of action. (e) Before the Administrative Agent acts or refrains from taking any action under this Agreement or any other Transaction Document, it may require an officer’s certificate or an opinion of counsel (which may come from internal counsel) from the party requesting that the Administrative Agent act or refrain from acting in form and substance reasonably acceptable to the Administrative Agent. The Administrative Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such officer’s certificates or opinions of counsel. (f) The Administrative Agent shall not be required to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties, or the exercise of any of its rights or powers. (g) The Administrative Agent shall incur no liability if, by reason of any provision of any future law or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, act of war or terrorism, or other circumstances beyond its reasonable control, the Administrative Agent shall be prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Indenture or any other Transaction Document. (h) The right of the Administrative Agent to perform any permissive or discretionary act enumerated in this Agreement or any related document shall not be construed as a duty. (i) The Administrative Agent shall not be responsible for, and makes no representation or warranty as to, the validity, legality, enforceability, sufficiency or adequacy of this Agreement, the other Transaction Documents or any related document, or as to the correctness of any statement contained in any thereof. The recitals contained herein and in the other Transaction Documents shall be construed as the statements of the Co‐Borrowers. The Administrative Agent shall not be accountable for the Co‐ Borrower’s use of the Advances or any money paid to the Co‐Borrower pursuant to the provisions hereof, and it shall not be responsible for any statement of the Co‐Borrowers in this Agreement or in any other Transaction Document. (j) The Administrative Agent shall not be liable for any action or inaction of the Co‐ Borrowers, Holdings, the Servicer, the Lenders or any other party (or agent thereof) to this Agreement or any related document and may assume compliance by such parties with their obligations under this Agreement or any related agreements, unless a Responsible Officer of the Administrative Agent shall have received written notice to the contrary at the office of the Administrative Agent set forth in Section 11.02. (k) Each Lender authorizes and directs the Administrative Agent to enter into the Transaction Documents to which it is a party on the date hereof on behalf of and for the benefit -105- USActive 60444631.4 of the Lenders. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Administrative Agent shall have all of the rights, immunities, indemnities and other protections granted to it under this Agreement (in addition to those that may be granted to it under the terms of such other agreement or agreements). (l) Notwithstanding any provision of this Agreement or the other Transaction Documents to the contrary, before taking or omitting any action to be taken or omitted by the Administrative Agent under the terms of this Agreement and the other Transaction Documents, the Administrative Agent may seek the written direction of the Servicer or the Majority Lenders (which written direction may be in the form of an email), and the Administrative Agent is entitled to rely (and is fully protected in so relying) upon such direction. In the absence of an express statement in the Transaction Documents regarding which Lenders shall direct in any circumstance, the direction of the Majority Lenders shall apply and be sufficient for all purposes. SECTION 7.03 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely conclusively upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, opinion, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties or Holdings), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice or opinion of any such counsel, accountants or experts. SECTION 7.04 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Transaction Document by or through any one or more agents, sub‐agents or attorneys appointed by the Administrative Agent. The Administrative Agent and any such agents, sub‐agent or attorneys may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such party and to the Related Parties of the Administrative Agent and any such party. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent, sub‐agents or attorney appointed by it with reasonable care, except to the extent that a court of competent jurisdiction determines in a final and non‐appealable judgement that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such appointees. SECTION 7.05 Resignation of Administrative Agent. -106- USActive 60444631.4

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(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Administrative Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right to appoint a successor (with the consent of the Administrative Borrower, such consent not to be unreasonably withheld or delayed) to the extent no Event of Default is continuing. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, petition a court of competent jurisdiction for the appointment of a successor Administrative Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Notwithstanding anything to the contrary contained herein, no Defaulting Lender shall be appointed as a successor to the Administrative Agent. (b) The Majority Lenders may, to the extent permitted by Applicable Law, by thirty (30) days prior notice in writing to the Administrative Borrower and the Administrative Agent, remove such Administrative Agent and, with the consent of the Administrative Borrower (which consent shall not be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and (ii) except for any fees, expenses and indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 2.13(h) and other than any rights to fees, expenses and indemnity payments owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Co‐ Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Co‐Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Transaction Documents, the provisions of this Article VII and Sections 2.05(d), 10.01 and 11.07 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub‐agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as -107- USActive 60444631.4 Administrative Agent and the Administrative Agent shall be entitled to any fees accrued and payable up to the Resignation Effective Date or Removal Effective Date to the extent not previously paid. (d) If the Person serving as Administrative Agent is a Defaulting Lender, the Majority Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Administrative Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Administrative Borrower, appoint a successor in accordance with this Section 7.05. SECTION 7.06 Non‐Reliance on Agents and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Transaction Document or any related agreement or any document furnished hereunder or thereunder. SECTION 7.07 Indemnification by Lenders. Each Lender, severally, agrees to indemnify and hold harmless the Administrative Agent (or any sub‐agent thereof) or any Related Party of any of the foregoing (to the extent not indefeasibly indemnified by or on behalf of the Co‐Borrowers and without limiting the obligation of the Co‐Borrowers to do so) with respect to any unpaid amount required under Article X or Section 11.07 to be paid by it, based on and to the extent of such Lender’s Pro Rata Share of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time), including any such unpaid amount in respect of a claim asserted by such Lender; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any sub‐agent thereof) or any Related Party of any of the foregoing acting for the Administrative Agent (or any sub‐agent) in connection with such capacity. The obligations of the Lenders to make payments pursuant to this Section 7.07 are several and not joint. The failure of any Lender to make any such payment on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its payment under this Section 7.07. The obligations of the Lenders under this Section 7.07 shall survive the resignation or removal of the Administrative Agent or the termination of this Agreement. SECTION 7.08 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Bankruptcy Law or any other judicial proceeding relative to the Co‐Borrowers or Holdings, the Administrative Agent (irrespective of whether the principal of any Advance shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have -108- USActive 60444631.4 made any demand on the Co‐Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise, at the direction of the Majority Lenders: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Advances and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Secured Parties and their respective agents and counsel and all other amounts due the Secured Parties under the Transaction Documents allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 11.07. SECTION 7.09 Collateral Matters. (a) Each Lender authorizes the Administrative Agent to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under this Agreement or any other Transaction Document including, without limitation, the Collateral and Pledged Equity or if approved, authorized or ratified in writing in accordance with Section 11.01. Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property. In each case as specified in this Section 7.09, the Administrative Agent will, at the Co‐Borrowers’ expense, execute and deliver to the Servicer such documents as the Servicer may reasonably request to evidence the release of such item of Collateral and Pledged Equity from the assignment and security interest granted under this Agreement or the other Transaction Documents in accordance with the terms of the Transaction Documents and this Section 7.09, without any recourse, representation or warranty by the Administrative Agent. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain the validity of or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents, the existence, priority, creation, validity, enforceability or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Loan Parties, Holdings or the Servicer in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral or the Lien thereon. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of any Collateral in its possession, under the UCC or -109- USActive 60444631.4 otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for the account of other customers in similar transactions. (c) It is understood and agreed that the Administrative Agent (i) shall have no responsibility with respect to the determination of whether any Pledged Equity is certificated or uncertificated and (ii) the Administrative Agent shall only be responsible for holding Pledged Equity to the extent actually received. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of any Collateral in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for the account of other customers in similar transactions. SECTION 7.10 Erroneous Payments. (a) Each Lender hereby agrees that (i) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or inequity), the Administrative Agent may not make any such demand under this clause (a)(i) with respect to an Erroneous Payment unless such demand is made within 18 months of the date of receipt of such Erroneous Payment by the applicable Lender), such Erroneous Payment shall at all times remain the property of the Administrative Agent, and such Lender shall promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set‐off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of the Administrative Agent to any Lender or any under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives a payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent, (y) that was not preceded or accompanied by notice of payment, or (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each case, if an error has been made each such Lender is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment, and to the extent permitted by applicable law, such Lender shall not assert any right or -110- USActive 60444631.4

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claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set‐off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar theory or doctrine. Each Lender agrees that, in each such case, it shall promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in all events no later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Co‐Borrowers and each other Loan Party hereby agree that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason (and without limiting the Administrative Agent’s rights and remedies under this Section 7.10), the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Co‐Borrowers or any other Loan Party. (d) In addition to any rights and remedies of the Administrative Agent provided by law, Administrative Agent shall have the right, without prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law, with respect to any Erroneous Payment for which a demand has been made in accordance with this Section 7.10 and which has not been returned to the Administrative Agent, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Administrative Agent or any of its Affiliate, branch or agency thereof to or for the credit or the account of such Lender. Administrative Agent agrees promptly to notify the Lender after any such setoff and application made by Administrative Agent; provided, that the failure to give such notice shall not affect the validity of such setoff and application. (e) Each party’s obligations under this Section 7.10 shall survive the resignation or replacement of the Administrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Transaction Document. ARTICLE VIII. ADMINISTRATION AND SERVICING OF COLLATERAL SECTION 8.01 Appointment and Designation of the Servicer. -111- USActive 60444631.4 (a) Servicer. The Co‐Borrowers and the Lenders hereby appoint Barings FinanceDirect Investments LLC, pursuant to the terms and conditions of this Agreement, as Servicer, with the authority to service, administer and exercise rights and remedies, on behalf of the Co‐ Borrowers, in respect of the Collateral and to take the actions required of it hereunder and under the other Transaction Documents. Barings FinanceDirect Investments LLC hereby accepts such appointment and agrees to perform the duties and responsibilities of the Servicer pursuant to the terms hereof until such time as it resigns or is removed as Servicer pursuant to the terms hereof. The Servicer and the Co‐Borrowers hereby acknowledge that the Administrative Agent and the Secured Parties are third party beneficiaries of the obligations undertaken by the Servicer hereunder. (b) Servicer Termination Notice. The Co‐Borrowers, the Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to the Servicer (a “Servicer Termination Notice”), may (upon the direction of the Majority Lenders) terminate all of the rights, obligations, power and authority of the Servicer under this Agreement. On and after the receipt by the Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), the Servicer shall continue to perform all servicing functions under this Agreement until the date that is thirty (30) days after the date of such notice or until a date mutually agreed upon by the Servicer and the Majority Lenders. The Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and the Interest Reserve Account and paid in accordance with Section 2.09 are insufficient to pay the Servicer Termination Expenses, the Co‐Borrowers (and to the extent the Co‐Borrowers fail to so pay, the Lenders based on their Pro Rata Share) agrees to pay the Servicer Termination Expenses within ten (10) Business Days of receipt of an invoice therefor. After the earlier of (i) the termination date specified in the applicable Servicer Termination Notice and (ii) thirty (30) days thereafter as provided above, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Majority Lenders believe will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of the Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and the Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations. (c) Appointment of Replacement Servicer. At any time following the delivery of a Servicer Termination Notice or receipt of any notice of resignation under Section 8.09, the Administrative Agent (acting at the direction of the Majority Lenders) may, with the consent of the Administrative Borrower (such consent not being required if an Event of Default has occurred and is continuing), appoint a new Servicer (the “Replacement Servicer”), which appointment shall take effect upon the Replacement Servicer accepting such appointment by a written assumption in a form satisfactory to the Administrative Agent acting at the direction of the Majority Lenders. Any Replacement Servicer shall be an established financial institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of assets similar to the Collateral. -112- USActive 60444631.4 (d) Liabilities and Obligations of Replacement Servicer. Upon its appointment, any Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that any Replacement Servicer shall have (i) no liability with respect to any action performed by the prior Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the prior Servicer, (ii) no obligation with respect to any Taxes on behalf of the Loan Parties, except for any payment made out of the Collection Account as provided in Section 2.13, (iii) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby and (iv) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer. The indemnification obligations of the Replacement Servicer, upon becoming a Servicer, are expressly limited to those arising on account of its gross negligence or willful misconduct, or the failure to perform materially in accordance with its duties and obligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations of the prior Servicer contained in Section 4.03. (e) Authority and Power. All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate on the Facility Termination Date and shall pass to and be vested in the Loan Parties or their designee thereafter and, without limitation, the Loan Parties are hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney‐in‐ fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Loan Parties in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral. (f) Subcontracts. The Servicer may, with the prior written consent (except that no such consent shall be required (i) with respect to ministerial duties or (ii) to the extent necessary for Servicer to comply with any Applicable Laws, regulations, codes or ordinances relating to Servicer’s servicing obligations) of the Administrative Agent (acting at the direction of the Majority Lenders) and the Administrative Borrower (not to be unreasonably withheld or delayed), subcontract with any other Person for servicing, administering or collecting the Collateral; provided that (A) the Servicer shall select any such Person with reasonable care and shall be solely responsible for the fees and expenses payable to any such Person, (B) the Servicer shall not be relieved of, and shall remain liable for, the performance of the duties and obligations of the Servicer pursuant to the terms hereof without regard to any subcontracting arrangement and (C) any such subcontract shall be terminable upon the occurrence of a Servicer Termination Event. (g) Waiver. The Loan Parties acknowledge that the Administrative Agent or any of its Affiliates may, but shall not be obligated to, act as the Servicer, and the Co‐Borrowers waive any and all claims against the Administrative Agent, each Lender or any of their respective Affiliates and the Servicer (other than claims relating to such party’s gross negligence or willful misconduct as determined in a final and non‐appealable judgement by a court of competent -113- USActive 60444631.4 jurisdiction) relating in any way to the custodial or collateral administration functions having been performed by the Administrative Agent or any of its Affiliates in accordance with the terms and provisions (including the standard of care) set forth in the Transaction Documents. SECTION 8.02 Duties of the Servicer. (a) Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to, following the occurrence and during the continuance of an Event of Default, monitor and administer the Collections and to perform its duties and responsibilities under this Agreement and the other Transaction Documents, all in accordance with this Agreement and the other Transaction Documents, Applicable Law and the Servicing Standard. Without limiting the foregoing, the duties of the Servicer shall include the following: (i) maintaining all necessary servicing records with respect to the Collateral received from the Loan Parties, or following the occurrence and continuance of an Event of Default, and providing such records to each Lender together with such other information with respect to the Collateral (including information relating to the Servicer’s performance under this Agreement) as may be required hereunder or as the Majority Lenders may reasonably request; (ii) maintaining and implementing administrative and operating procedures (including an ability to create servicing records received evidencing the Collateral) and keeping and maintaining all documents, books, records and other information or pursuant to this Agreement reasonably necessary or advisable for the collection of the Collateral; (iii) promptly delivering to the Lenders, from time to time, such information and servicing records (to the extent received by the Servicer, including information relating to the Servicer’s performance under this Agreement), as any Lender may from time to time reasonably request; (iv) identifying each Portfolio Asset clearly and unambiguously in its records to reflect that such Portfolio Asset has been Transferred and is owned by a Loan Party; (v) notifying the Lenders of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim that is or is threatened to be asserted by an Obligor with respect to any Portfolio Asset (or portion thereof) of which it has knowledge or has received notice; (vi) maintaining the perfected first priority security interest (subject to Permitted Liens) of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral to the extent required by the Transaction Documents; (vii) pursuant to the terms hereof, directing the Administrative Agent to direct the Account Bank to make payments in accordance with Section 2.09; (viii) following the occurrence and during the continuance of an Event of Default, if directed by the Majority Lenders, instructing the Obligors, on the Portfolio Assets to make payments with respect to the related Portfolio Asset directly into the -114- USActive 60444631.4

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Collection Account and otherwise directing or depositing Collections into the Collection Account; (ix) recording in the records for the Collateral any Tax and insurance escrows and payments and Distributions with respect to the Portfolio Asset to the extent such information is received by the Servicer; (x) all payments made with respect to the Portfolio Assets; and (xi) following the occurrence and during the continuance of any Event of Default, identifying Collections as Excluded Amounts and preparing statements with respect to Collections and segregating Collections, all as required by this Agreement. (b) It is acknowledged and agreed that the Loan Parties possess only such rights with respect to the enforcement of rights and remedies with respect to the Portfolio Assets and under the Equity Investment Agreements as have been transferred to the applicable Loan Party with respect to the related Portfolio Asset, and therefore in all circumstances, the Loan Parties shall perform their duties hereunder only to the extent that they have the right to do so. (c) Notwithstanding anything to the contrary contained herein, the exercise by the Administrative Agent and the Secured Parties of their rights hereunder shall not release the Servicer or the Loan Parties from any of their duties or responsibilities with respect to the Collateral. The Secured Parties and the Administrative Agent shall not have any obligation or liability with respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Servicer or the Loan Parties hereunder. (d) [Reserved.] (e) The Servicer is not required to take any action under this Agreement or any other Transaction Document that, in its opinion or the opinion of its counsel, may expose the Servicer to liability or that is contrary to any Transaction Document or Applicable Law. The Servicer shall not be liable for any action taken or not taken by it under this Agreement or any other Transaction Document with the consent or at the request of the Co‐Borrowers or the Majority Lenders (or all Lenders, as applicable and as set forth in Sections 6.01 and 11.01). In the event the Servicer requests the consent of a Lender pursuant to the foregoing provisions and the Servicer does not receive a consent (either positive or negative) from such Person within ten (10) Business Days of such Person’s receipt of such request, then such Lender shall be deemed to have declined to consent to the relevant action. For all purposes of this Agreement and the other Transaction Documents, the Loan Parties and the Lenders, as the case may be, shall direct the Servicer and the Account Bank, as applicable, what lender consent is required for a particular amendment, waiver or consent. (f) The Servicer shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any of the other Transaction Documents in the absence of its own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limiting the foregoing, the Servicer (i) may consult with legal counsel (including counsel for the Co‐Borrowers or the Servicer), independent public accountants and other experts selected by it and shall not be liable for any action taken or -115- USActive 60444631.4 omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (ii) shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) except as otherwise expressly provided herein, the performance or observance by any party (other than the Servicer) of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default or Potential Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (E) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Servicer (if any) and (iii) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents for relying on any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties. SECTION 8.03 Authorization of the Servicer. (a) The Loan Parties hereby authorize the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Loan Parties and not inconsistent with the security interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral, upon the occurrence and during the continuance of an Event of Default to collect all amounts due under the Collateral, in accordance with and subject to the terms hereof, including, to the extent the Servicer is permitted to do so, endorsing its name on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral and, after the delinquency of any Portfolio Asset, and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof. The Loan Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents, in each case effective only after the occurrence and during the continuance of an Event of Default, necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and after the occurrence and during the continuance of an Event of Default shall cooperate with the Servicer to the fullest extent in order to facilitate the collectability of the Collateral. In no event shall the Servicer be entitled to make the Secured Parties, the Administrative Agent or any Lender a party to any litigation without such party’s express prior written consent, or to make the Servicer a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s (at the direction of the Majority Lenders) consent. In the performance of its obligations hereunder, the Servicer shall not be obligated to take, or to refrain from taking, any action which any Lender requests that the Servicer take or refrain from taking to the extent that the Servicer determines in its reasonable and good faith judgment that such action or inaction (i) may cause a violation of Applicable Laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Portfolio Asset, the Loan Parties or any Obligor, (ii) may cause a violation of any provision of this Agreement, a Fee Letter or a Required Portfolio Document or any other Transaction Document or (iii) may be a violation of the Servicing Standard. -116- USActive 60444631.4 (b) After the declaration of the Maturity Date and to the extent any Obligations remain unpaid, at the direction of the Majority Lenders, the Servicer shall take such action as the Majority Lenders may deem necessary or advisable to enforce collection of the Portfolio Assets; provided that the Servicer may, at any time that an Event of Default has occurred and is continuing, notify the Obligor, with respect to any Portfolio Asset of the assignment of such Portfolio Asset to the Servicer and direct that payments of all amounts due or to become due thereunder be made directly to the Administrative Agent or any servicer, collection agent or account designated by the Administrative Agent (acting at the direction of the Majority Lenders) and, upon such notification, after the occurrence and during the continuance of an Event of Default and at the expense of the Co‐Borrowers, the Servicer (acting at the direction of the Majority Lenders) may enforce collection of any such Portfolio Asset, and adjust, settle or compromise the amount or payment thereof. SECTION 8.04 Collection of Payments; Accounts. (a) Without limiting Section 8.02, following the occurrence and during the continuance of an Event of Default, the Servicer will monitor all Collections deposited to the Collection Account and will monitor the administration of the Collection Account in accordance with this Agreement and the Account Control Agreement. (b) Collection Account and Interest Reserve Account. Each of the parties hereto hereby agrees that (i) each of the Collection Account and the Interest Reserve Account is intended to be a “deposit account” or “securities account” within the meaning of the UCC and (ii) following the occurrence and during the continuance of an Event of Default, only the Administrative Agent, acting at the direction of the Servicer, shall be entitled to exercise the rights with respect to the Collection Account and the Interest Reserve Account and have the right to direct the disposition of funds in the Collection Account and the Interest Reserve Account in accordance with Section 2.09. Each Co‐Borrower hereby agrees to use commercially reasonable efforts to cause the Account Bank to agree with the parties hereto that regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Collection Account and the Interest Reserve Account, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9‐304 of the UCC). If at any time a Responsible Person of a Loan Party obtains knowledge that the Collection Account and the Interest Reserve Account ceases to be maintained by a Qualified Institution (with written notice from the Administrative Borrower to the Administrative Agent and the Lenders), then each Loan Party shall transfer such account to another Qualified Institution; provided that notice of such transfer to another Qualified Institution shall be given by the Administrative Borrower to the Administrative Agent and the Lenders at least ninety (90) days prior to the transfer to such Qualified Institution. (c) Adjustments. If a Loan Party makes a deposit into the Collection Account in respect of a Collection and such Collection was received in the form of a check that is not honored for any reason then the amount subsequently deposited into the Collection Account to reflect such dishonored check shall be adjusted. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid. -117- USActive 60444631.4 SECTION 8.05 Realization Upon Portfolio Assets. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the Servicer shall only exercise rights to realize upon Portfolio Assets upon the occurrence and during the continuance of an Event of Default. Following the occurrence and during the continuance of an Event of Default, the Servicer will use reasonable efforts consistent with the Servicing Standard and the Equity Investment Agreement to exercise available remedies (which may include foreclosing upon or repossessing, as applicable, or otherwise comparably converting the ownership of any Portfolio Asset) relating to a defaulted Portfolio Asset as to which no satisfactory arrangements can be made for the collection of delinquent payments, and may, consistent with the Servicing Standard and exercising its reasonably good faith judgment to maximize value, hold for value, sell or transfer any equity or other securities shall have received in connection with a default, workout, restructuring or plan of reorganization with respect to such Portfolio Asset. The Servicer will comply with the Servicing Standard and Applicable Law in realizing upon such Portfolio Asset, and employ practices and procedures including commercially reasonable efforts consistent with the Servicing Standard to enforce all obligations of Obligors by foreclosing upon, repossessing and causing the sale of such Portfolio Asset at public or private sale in circumstances other than those described in the preceding sentence. Without limiting the generality of the foregoing, unless the Majority Lenders have specifically given instruction to the contrary, the Servicer may cause the sale of any such Portfolio Asset to the Servicer or its Affiliates for a purchase price equal to the then fair value thereof, any such sale to be evidenced by a certificate of a Responsible Person of the Servicer delivered to the Lenders setting forth the Portfolio Asset, the Portfolio Asset, the sale price of the Portfolio Asset and certifying that such sale price is the fair value of such Portfolio Asset. In any case in which any such Portfolio Asset has suffered damage, the Servicer will have no obligation to expend funds in connection with any repair or toward the foreclosure or repossession of such Portfolio Asset. The Servicer will remit to the Collection Account the recoveries received in connection with the sale or disposition of Portfolio Asset relating to a defaulted Portfolio Asset. Notwithstanding anything to the contrary herein, the Servicer shall not take any action with respect to the Portfolio Assets, nor shall it be required to take any actions, relating to any special servicing activities (it being understood and agreed that the Servicer shall determine whether any obligations or actions of the Servicer expressly set forth in this Agreement or the other Transaction Documents shall constitute special servicing activities), except to the extent (i) agreed to among the Co‐Borrowers, the Lenders and the Servicer, pursuant to a separate fee letter agreement and (ii) the parties to such fee agreement agree to address any conflicts presented by such performance of special servicing activities reasonably requested by the Servicer with respect to any Portfolio Asset that is in default, if a Co‐Borrower believes the exercise of remedies would maximize recoveries thereunder. Subject to the terms of the Equity Investment Agreement and the Servicing Standard, the Servicer will comply in all material respects with Applicable Law in exercising such remedies. Notwithstanding any of the foregoing, the Loan Parties shall not be obligated to breach any of their duties or responsibilities under any Equity Investment Agreement to comply with this Section 8.05. SECTION 8.06 Servicing Compensation. As compensation for its Servicer activities hereunder, the Servicer shall be entitled to the Servicing Fees from the Co‐Borrowers as set forth in the Servicerapplicable Fee Letter, payable pursuant to the extent -118- USActive 60444631.4

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of funds available therefor pursuant to the provisions of Section 2.09; provided that if such amounts are insufficient then Sections 8.10 and 11.07 shall be applicable. The Servicer’s entitlement to receive the Servicing Fees shall cease on the earlier to occur of (i) its removal as Servicer as provided in Section 8.01(b), (ii) its resignation as Servicer as provided in Section 8.09 or (iii) the termination of this Agreement; provided that the Servicer shall be entitled to any fees accrued and payable up to such date to the extent not previously paid. SECTION 8.07 Payment of Certain Expenses. The Loan Parties will be required to pay all reasonable and invoiced out‐of‐pocket fees and expenses owing to any bank or trust company in connection with the maintenance of the Collection Account. The Servicer shall be reimbursed for any such reasonable and invoiced out‐of‐pocket expenses incurred hereunder (including reasonable and invoiced out‐of‐pocket expenses paid by the Servicer on behalf of the Loan Parties), subject to the availability of funds pursuant to Section 2.09; provided that, to the extent funds are not available for such reimbursement, the Servicer shall be entitled to repayment of such expenses from the Loan Parties and if the Loan Parties fail to so reimburse the Servicer, the Servicer shall be entitled to be reimbursed by the Lenders (and each Lender hereby agrees to so reimburse the Servicer as provided herein) within ten (10) Business Days of receipt of an invoice therefor. In no event shall the Administrative Agent have any duty, obligation or liability for payment of any fees, expenses, indemnities or other amounts payable to the Servicer. SECTION 8.08 Reports to the Administrative Agent Account Statements; Servicing Information. (a) [Reserved]. (b) [Reserved]. (c) Servicing Report. No later than three (3) Business Days prior to each Payment Date, the Servicer will provide to the Administrative Borrower and the Lenders a quarterly statement including (i) a summary prepared with respect to each Obligor and with respect to each Portfolio Asset for such Obligor prepared as of the most recent Determination Date and in a form determined by the initial Servicer hereunder (upon consultation with the Administrative Borrower) or in the form subsequently agreed to by any Replacement Servicer, the Administrative Borrower and the Majority Lenders (such quarterly statement, together with the items set forth in clauses (ii) and (iii) below, collectively, a “Servicing Report”), (ii) the aggregate Investment Value of all Eligible Portfolio Assets as of the Determination Date for such Reporting Date and (iii) the identification of any Excluded Amounts. (d) Following the occurrence and during the continuance of a Potential Default or an Event of Default, Servicer may direct Administrative Agent to send instructions to the Account Bank to withdraw amounts and distribute such amounts pursuant to Section 2.09 hereof. (e) [Reserved]. (f) Amendments to Portfolio Assets. To the extent delivered to the Servicer hereunder, the Servicer will deliver to the Lenders a copy of any amendment, restatement, supplement, waiver or other modification to the Equity Investment Agreement of any Eligible -119- USActive 60444631.4 Portfolio Asset (along with any internal documents that are not privileged prepared by its investment committee in connection with such amendment, restatement, supplement, waiver or other modification) (i) with respect to any Material Investment Event, promptly and in any event within five (5) Business Days of request of the Majority Lenders thereof and (ii) with respect to any amendment, restatement, supplement, waiver or other modification which is not a Material Investment Event, within forty‐five (45) days after the end of each quarter (in each case, to the extent received by the Servicer). The Servicer shall also deliver to the Lenders any notice or other correspondence that it receives hereunder or with respect to any Portfolio Asset, in each case, to the extent it deems such material in accordance with the Servicing Standard, promptly upon receipt thereof. (g) Delivery Methods. Notwithstanding anything to the contrary contained herein, information required to be delivered or submitted to any Secured Party pursuant to this Agreement shall be deemed to have been delivered on the date upon which such information is received through e‐mail. SECTION 8.09 The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law, (b) (I) Massachusetts Mutual Life Insurance Company, as initial Servicer and (II) Barings FinanceDirect Investments LLC, as Servicer hereunder, may resign as Servicer upon prior notice to the other parties hereto upon the selection of a Replacement Servicer or (c) upon at least sixty (60) days’ prior notice to the other parties hereto. If no successor Servicer shall have been appointed and an instrument of acceptance by a successor Servicer shall not have been delivered to the Servicer within thirty (30) days after the giving of such notice of resignation, the resigning Servicer may petition any court of competent jurisdiction for the appointment of a successor Servicer. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02. Any Fees then due and owing to the Servicer and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter, shall be due and payable on such discharge date and shall be paid in accordance with Section 2.09 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Co‐Borrowers (or the Lenders if the Co‐Borrowers fail to so pay such amounts) within ten (10) Business Days of receipt of an invoice therefor. SECTION 8.10 Indemnification of the Servicer. Each Lender agrees to indemnify the Servicer from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Servicer in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Servicer hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Servicer’s gross negligence or willful misconduct as determined in a final decision by a court of -120- USActive 60444631.4 competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, Lenders or the Co‐Borrowers shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article VIII. Without limitation of the foregoing, each Lender agrees to reimburse the Servicer, promptly upon demand, for any Fees due to it hereunder, out‐of‐pocket expenses (including counsel fees) incurred by the Servicer in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Servicer or Lenders hereunder or thereunder and to the extent that the Servicer is not reimbursed for such expenses by the Co‐Borrowers under Section 2.09. SECTION 8.11 Rights as a Lender. The Person serving as the Servicer hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Servicer, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Servicer hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Co‐Borrowers, Holdings or any Subsidiary or other Affiliate thereof as if such Person were not the Servicer hereunder and without any duty to account therefor to the Lenders. ARTICLE IX. [RESERVED]. ARTICLE X. INDEMNIFICATION SECTION 10.01 Indemnities by the Co‐Borrowers and Holdings. (a) Without limiting any other rights which the Secured Parties or any of their respective Affiliates may have hereunder or under Applicable Law, each of Holdings and, jointly and severally, the Co‐Borrowers, shall indemnify the Secured Parties and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article X) and hold each Indemnified Party harmless from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented out‐of‐pocket attorneys’ fees and disbursements and court costs (all of the foregoing being collectively referred to as “Indemnified Amounts”), incurred by or asserted against such Indemnified Party arising out of or as a result of (i) this Agreement or the other Transaction Documents or in respect of any of the Collateral, (ii) any Advance or the use or proposed use of the proceeds therefrom, (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party, by Holdings or the Co‐Borrowers or by any other Person, and regardless of whether any Indemnified Party is a party thereto, or (iv) any action, claim or suit brought by an Indemnified Party to enforce its right to indemnification hereunder, provided, -121- USActive 60444631.4 however, with respect to any Indemnified Party, such indemnification shall not be available (A) to the extent that such Indemnified Amounts arise out of or result from (x) disputes among Indemnified Parties (other than disputes involving claims against the Administrative Agent in its capacity as such) or (y) the gross negligence, bad faith or willful misconduct on the part of such Indemnified Party as determined in a final and non‐appealable judgement of a court of competent jurisdiction or (z) a claim brought by Holdings or the Co‐Borrowers against such Indemnified Party (other than the Administrative Agent and its respective Affiliaties, assigns, officers, directors, employees and agents) for material breach of such Indemnified Party’s (other than the Administrative Agent’s and its respective Affiliaties, assigns, officers, directors, employees and agents) express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnified Party (other than the Administrative Agent and its respective Affiliaties, assigns, officers, directors, employees and agents) to comply with its obligation to fund any portion of its Advances as required hereby) or under any other Transaction Document, if Holdings or the Co‐Borrowers, as applicable, have obtained a final, non‐appealable judgment of a court of competent jurisdiction in its favor on such claim or (B) with respect to any settlement relating to any Indemnified Amounts that is entered into by such Indemnified Party (other than the Administrative Agent and its respective Affiliaties, assigns, officers, directors, employees and agents) without the prior written consent of Holdings or the Co‐Borrowers, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. This Section 10.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non‐Tax claim. The obligations of Holdings, on the one hand, and the Co‐Borrowers, on the other, to make payments pursuant to this Section 10.01 are several and not joint. (b) Other than as expressly set forth in Section 10.01(a), any amounts subject to the indemnification provisions of this Section 10.01 shall be paid by Holdings or the Co‐Borrowers to the applicable Indemnified Party within thirty (30) days following receipt by the Co‐Borrowers of such Indemnified Party’s written demand therefor. Any Indemnified Party making a request for indemnification under this Section 10.01 shall submit to the Administrative Borrower a notice setting forth in reasonable detail the basis for and the computations of the Indemnified Amounts with respect to which such indemnification is requested, which notice shall be conclusive absent demonstrable error. (c) [Reserved]. (d) If Holdings or a Co‐Borrower has made any payments in respect of Indemnified Amounts to an Indemnified Party pursuant to this Section 10.01 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to Holdings or such Co‐Borrower in an amount equal to the amount it has collected from others in respect of such Indemnified Amounts, without interest. (e) The obligations of Holdings and the Co‐Borrowers under this Section 10.01 shall survive the resignation or removal of the Administrative Agent or the Servicer or the termination or assignment of this Agreement. (f) The procedures for making claims for indemnification set forth in this Section 10.01 shall not apply to any claim for indemnification of any attorneys’ fees, costs and expenses -122- USActive 60444631.4

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incurred by an Indemnified Party in connection with any enforcement (including by means of any action, claim or suit) by an Indemnified Party of any indemnification or other obligation of Holdings and the Co‐Borrowers, and the Indemnified Party shall only be required to make a request for payment. ARTICLE XI. MISCELLANEOUS SECTION 11.01 Amendments and Waivers. (a) Except as set forth herein, (i) no amendment or modification of any provision of this Agreement or any other Transaction Document shall be effective without the written agreement of Holdings, the Co‐Borrowers and the Majority Lenders and, solely if such amendment or modification would affect the rights or obligations of the Administrative Agent or the Servicer, the written agreement of the Administrative Agent or the Servicer, as applicable, and (ii) no termination or waiver of any provision of this Agreement or any other Transaction Document or consent to any departure therefrom by Holdings, the Co‐Borrowers or the Servicer shall be effective without the written consent of the Majority Lenders. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, with respect to any amendment, waiver or modification to which the Administrative Agent’s consent is not required, the parties agree to deliver to the Administrative Agent a copy of each such amendment, waiver or modification; provided that, (i) no party shall be liable for its failure to comply with this sentence and (ii) the Administrative Agent shall not be bound by any such amendment unless and until it has received a copy thereof. (b) Notwithstanding the provisions of Section 11.01(a), the written consent of all of the Lenders affected thereby shall be required for any amendment, modification or waiver (i) reducing (without payment thereon) the principal amount due and owing under any outstanding Advance or the interest thereon (other than in connection with waiving any mandatory prepayment hereunder, including without limitation, payments required under Section 2.09), (ii) postponing any date for any payment of any Advance or the interest thereon, (iii) modifying the provisions of this Section 11.01 or the definition of Majority Lenders or changing any other provision specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights or make any determination or grant any consent, (iv) extending the Maturity Date, (v) of any provision of Section 2.09, (vi) extending or increasing any Commitment of any Lender, (viiother than in accordance with Section 2.14, (vi) changing Section 11.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby, (viiivii) waive any condition set forth in Section 3.01 or (ixviii) to consent to a Co‐Borrower’s assignment or transfer of its rights and obligations under this Agreement or any other Transaction Document or release all or substantially all of the Collateral except as expressly authorized in this Agreement. (c) Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting -123- USActive 60444631.4 Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Advances may not be extended, the rate of interest on any of its Advances may not be reduced and the principal amount of any of its Advances may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. SECTION 11.02 Notices, Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication and communication by e‐mail) and faxed, e‐mailed or delivered, to each party hereto, at its address set forth on Schedule IV or at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile and e‐mail shall be effective when sent during business hours on a Business Day, and notices and communications sent by other means shall be effective when received. SECTION 11.03 No Waiver Remedies. No failure on the part of the Administrative Agent or any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 11.04 Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of Holdings, the Co‐Borrowers, the Administrative Agent, each Lender, the Servicer and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign, or grant a security interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part or (ii) any Advance (or portion thereof) or any Revolving Loan Note (or any portion thereof), in each case, to any Eligible Assignee; provided that unless and until an Event of Default pursuant to Section 6.01(a) or Section 6.01(d) has occurred and is continuing, the consent of the Administrative Borrower (such consent not to be unreasonably withheld) shall be required for a Lender to assign to any Person that is not an Eligible Assignee. Notwithstanding the foregoing, in no event shall a Lender (or its successors or assigns) transfer or assign, or grant a security interest in, its rights under clauses (i) or (ii) above to any Person that is a Disqualified Lender, including, for the avoidance of doubt, uponother than after the occurrence or continuation of an Event of Default in respect of a Co‐-Borrower arising pursuant to Section 6.01(a) or 6.01(d). Any such assignee shall execute and deliver to the Servicer, the Administrative Borrower and the Administrative Agent a fully‐executed Assignment and Assumption Agreement (which shall include a certification that such assignee is an Eligible Assignee (or has otherwise received the consent of the Administrative Borrower)) and the Administrative Agent shall have received payment of an assignment fee in the amount of $3,500, unless waived or reduced by the Administrative Agent. In addition to the delivery of the Assignment and Assumption Agreement and the processing and recordation fee, to the extent the assignee is not then currently a Lender hereunder, the assignee shall deliver to the Administrative Agent all documentation and other information reasonably determined by the Administrative -124- USActive 60444631.4 Agent to be required by applicable regulatory authorities under applicable “know your customer” and Anti‐Money Laundering Law. Upon delivery of the duly‐executed Assignment and Assumption Agreement, processing fee and any “know your customer” information requested by the Administrative Agent, the Administrative Agent shall accept such Assignment and Assumption Agreement and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless and until it has been recorded in the Register as provided in this Section. Upon the recordation in the Register, (i) the assignee shall become and thereafter be deemed to be a “Lender” for the purposes of this Agreement, (ii) the assignor shall be released from its obligations hereunder to the extent that its interest has been assigned, (iii) in the event that the assignor’s entire interest has been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to be a “Lender”. Neither the Co‐Borrowers nor the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of the Lenders unless otherwise contemplated hereby. Each Lender may sell a participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to Section 2.03. Any attempted assignment, transfer or grant of security interest by any Lender in violation of this Section 11.04 shall be null and void ab initio. (b) Notwithstanding any other provision of this Section 11.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Co‐Borrowers or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or under any Transaction Document, or substitute any such pledgee or grantee for such Lender as a party hereto or to any Transaction Document, as the case may be. (c) Each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may at any time, without the consent of, or notice to, the Co‐Borrowers or without the consent of, but with notice to, the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Co‐Borrowers or any of the Co‐Borrowers’ respective Affiliates (each, a “Participant”)) in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitment or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Co‐ Borrowers, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) such Lender shall register such participation in its Participant Register pursuant to Section 2.03(c). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or -125- USActive 60444631.4 instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant. The Co‐Borrowers agree that each Participant shall be entitled to the benefits of Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(e) and (f) (it being understood that the documentation required under Section 2.13(e) and (f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15(a) as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. SECTION 11.05 Term of This Agreement. This Agreement, including the Co‐Borrowers’ representations and covenants set forth in Articles IV and V, Holdings’ representations and covenants set forth in Articles IV and V, and the Servicer’s representations, covenants and duties set forth in Articles IV, V and VIII shall remain in full force and effect until this Agreement has been terminated by the Co‐Borrowers and the Facility Termination Date has occurred; provided that any representation made or deemed made hereunder survives the execution and delivery hereof and the provisions of Section 2.07(c), 2.13, Section 7.07, Section 8.10, Section 11.06, Section 11.07, Section 11.08, Section 11.11 and Article X shall be continuing and shall survive any termination of this Agreement and the resignation or removal of the Administrative Agent. SECTION 11.06 GOVERNING LAW; JURY WAIVER. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER. SECTION 11.07 Costs, Expenses and Taxes. (a) In addition to the rights of indemnification hereunder, the Co‐Borrowers shall, jointly and severally, pay on demand (i) all costs and expenses of the Administrative Agent, the Servicer and the Lenders incurred in connection with the pre‐closing due diligence, preparation, execution, delivery, administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents required to be delivered hereunder or thereunder or in connection herewith or therewith, including the reasonable fees, disbursements and other charges of rating agency, reasonable and invoiced accounting costs and fees and the reasonable and invoiced out‐of‐pocket fees and expenses of (A) counsel for the Administrative Agent with respect thereto, (B) counsel for the Servicer with respect thereto (C) a single counsel to the Lenders with respect thereto and (D) local counsel for the Administrative Agent, Servicer and the Lenders, as reasonably necessary in any relevant jurisdiction (and solely in the case of actual or bona fide perceived conflict of interest, one additional counsel in each relevant jurisdiction), in each case, with -126- USActive 60444631.4

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respect to advising the Administrative Agent, the Lenders and the Servicer as to their respective rights and remedies under this Agreement, the Transaction Documents and the other documents required to be delivered hereunder or thereunder or in connection herewith or therewith and (ii) all costs and expenses, if any (including reasonable and invoiced out‐of‐pocket counsel fees and expenses of each counsel), incurred by the Administrative Agent, the Lenders or the Servicer in connection with the enforcement or potential enforcement of its respective rights under this Agreement or any other Transaction Document and the other documents required to be delivered hereunder or thereunder or in connection herewith or therewith or in connection with the Advances made hereunder, including all such expenses incurred during any workout, restructuring or negotiations in respect thereof (including reasonable and invoiced out‐of‐pocket counsel fees and expenses of each counsel); provided that absent an Event of Default, after the Closing Date the aggregate costs and expenses of Massachusetts Mutual Life Insurance Company and Barings FinanceDirect Investments LLC (in their capacity as Lender, Servicer or otherwise) and the Lenders that are payable by the Co‐Borrowers under the Transaction Documents, solely with respect to any amendments initiated by Massachusetts Mutual Life Insurance Company or Barings FinanceDirect Investments LLC, shall not exceed $75,000 per year. (b) The Co‐Borrowers shall pay promptly in accordance with Applicable Law any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes payable or determined to be payable to any Governmental Authority that arise from any payment made under, the execution, delivery, performance, enforcement or registration of, from receipt or perfection of a security interest under, filing and recording of this Agreement, or any other Transaction Documents, or otherwise in connection with this Agreement or any other Transaction Document, except any such Taxes or fees that are imposed as the result of any other present or former connection between any Indemnified Party and the jurisdiction imposing such Tax (other than connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any loan made pursuant to this Agreement) with respect to an assignment other than an assignment made pursuant to Section 2.15(b) (“Other Taxes”). SECTION 11.08 Recourse Against Certain Parties; Non‐Petition. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Servicer, Co‐Borrowers, Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Servicer, Co‐Borrowers, Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against the Servicer, Co‐Borrowers (other than with respect to fraud), Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Servicer, Borrower, Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the -127- USActive 60444631.4 other agreements, instruments and documents entered into by the Servicer, Borrower, Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 11.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by the Servicer, Borrower, Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Servicer, Borrower, Holdings, Barings LLC or the Administrative Agent, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Servicer, Borrower, Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of each of the Servicer, Borrower, Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Servicer, Borrower, Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party, or any of them, for breaches by the Servicer, Borrower, Holdings, the Administrative Agent, Barings LLC, the Lenders or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any party hereto against any party hereto or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each party hereto hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Portfolio Assets is intended to be assumed by the Servicer, the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Each of the parties hereto hereby agrees that it will not institute against, or join any other Person in instituting against, the Co‐Borrowers any bankruptcy or insolvency proceeding so long as there shall not have elapsed one (1) year and one (1) day (or such longer preference period as shall then be in effect) since the Facility Termination Date unless the Majority Lenders otherwise consent to any such action. (e) The provisions of this Section 11.08 survive the termination of this Agreement. SECTION 11.09 Execution in Counterparts; Severability; Integration. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by e‐mail in portable document format (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of -128- USActive 60444631.4 this Agreement. In the event that any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement and any agreements or letters (including Fee Letters) executed in connection herewith contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings. SECTION 11.10 Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each Co‐Borrower and the Servicer agree that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Administrative Borrower or the Servicer, as applicable, at its address specified in Section 11.02 or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 11.10 shall affect the right of the Lenders or the Administrative Agent to serve legal process in any other manner permitted by law. SECTION 11.11 Confidentiality. (a) Each of the Administrative Agent, the Lenders and the Servicer (severally and not jointly) shall maintain and shall cause each of its employees and officers to maintain the confidentiality of all Information (as defined below), including all Information regarding the business of the Co‐Borrowers and the Servicer and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that Information may be disclosed (i) to its Affiliates, managed accounts and its and its Affiliates’, managed accounts’, limited partners’, directors, officers, employees, partners, funding sources, and other advisors, accountants, investigators, auditors, attorneys or other agents, including any rating agency or valuation firm engaged by such party in connection with any due diligence or comparable activities with respect to the transactions and Portfolio Assets contemplated herein, and the agents of such Persons, taxing authorities and governmental agencies, in each case, to the extent reasonably necessary in connection with their work with respect to this Agreement (“Excepted Persons”); provided that each Excepted Person is informed of the confidential nature of such Information and instructed to keep such Information confidential, (ii) as is required by Applicable Law, (iii) in accordance with the Servicing Standard, (iv) when required by any law, regulation, ordinance, court order or subpoena, (v) to the extent the Servicer is disseminating general statistical information relating to -129- USActive 60444631.4 the assets being serviced by the Servicer (including the Portfolio Assets) hereunder so long as the Servicer does not identify the Co‐Borrowers, any Lender or the Obligors or (vi) in connection with the exercise of any remedies hereunder or under any other Transaction Document or any action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder. (b) Anything herein to the contrary notwithstanding, the Co‐Borrowers hereby consent to the disclosure of any Information with respect to it (i) to the Administrative Agent, the Lenders or the Servicer by each other, (ii) by the Administrative Agent, the Lenders and the Servicer to any prospective or actual assignee or participant of any of them that would be permitted under the terms hereof provided such Person agrees to hold such information confidential or (iii) by the Administrative Agent, the Lenders and the Servicer to any rating agency, commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Lender or any Person providing financing to, or holding Equity Interests in, any Lender, as applicable, and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each such Person is informed of and agrees to maintain the confidential nature of such information. In addition, the Lenders and the Administrative Agent may disclose any such Information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). (c) Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all Information that is or becomes publicly known other than as a result of a breach of this Section, (ii) disclosure of any and all Information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency, the NAIC or regulatory body having or claiming authority to regulate or oversee any aspects of the Lenders’, the Administrative Agent’s or the Servicer’s business or that of their Affiliates, or self-regulatory authority having or asserting jurisdiction over such Person (including, without limitation, any Governmental Authority regulating any Lender or its Affiliates and in connection with filings, submissions and any other similar documentation required or customary to comply with SEC filing requirements applicable to such Lender), (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Administrative Agent, any Lender or the Servicer or an officer, director, employer, shareholder or affiliate of any of the foregoing is a party or (D) in any preliminary or final offering circular, registration statement or contract or other document approved in advance by the Administrative Borrower, (iii) any other disclosure authorized by the Administrative Borrower, (iv) disclosure to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Co-Borrowers and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization, (v) disclosure of any and all Information that becomes available to the Administrative Agent, any Lender or the Servicer on a nonconfidential basis from a source other than the Co‐Borrowers who did not acquire such information as a result of a breach of this Section 11.11 or (vi) on the advice of counsel and with prior notice, to the extent reasonably practicable, to the Co-Borrowers so as to afford the Co-Borrowers the opportunity to seek a protective order or other remedy aimed at protecting the confidentiality of the Information, disclosure for purposes of establishing a “due diligence” defense. -130- USActive 60444631.4

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(d) The parties hereto may disclose the existence of the Agreement, but not the financial terms hereof, including all fees and other pricing terms, all Events of Default, and priority of payment provisions, in each case except in compliance with this Section 11.11. Notwithstanding anything to the contrary in this Section 11.11, the Co‐Borrowers, Holdings and any of their respective Affiliates may make any public disclosures of or about this Agreement or the other Transaction Documents, including without limitation any publicly filed copies or descriptions of this Agreement or the other Transaction Documents, which may disclose, among other things, fees and pricing terms and other financial terms hereof or thereof, in each case, to the extent required by Applicable Law. “Information” means any and all non‐public information received or obtained from the Co‐Borrowers or any of their Affiliates or agents, relating to the Co‐Borrowers, Holdings, their Affiliates or businesses, including without limitation, data, evaluations, reports, analyses, methodologies, proprietary “know‐how”, financial information or any other information. The term “Information” shall not include information that (i) is or becomes available in the public domain other than through a material breach of this Agreement by the Administrative Agent, Servicer, Lenders or any of their Affiliates, (ii) is already known or available on a non-confidential basis to the Administrative Agent, the Servicer, Lenders or any of their Affiliates or agents or in any of their possession before such party receives the information from the Co‐Borrowers or any of their Affiliates or agents on a non‐confidential basis, (iii) is independently developed or acquired by the Administrative Agent, Servicer, Lenders or any of their Affiliates without using the Information, and (iv) is unrelated to this Agreement and rightfully obtained by the Administrative Agent, Servicer, Lenders or any of their Affiliates or agents from a third party not to each such party’s actual knowledge under any obligation of confidentiality to the Co‐Borrowers or any of their Affiliates or agents. Any Person required to maintain the confidentiality of Information as provided in this Section 11.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Servicer and the Lenders acknowledges that (a) the Information may include material non‐public information concerning the Co‐Borrowers, Holdings or their Subsidiaries, as the case may be, (b) it has developed compliance procedures regarding the use of material non‐public information and (c) it will handle such material non‐public information in accordance with Applicable Law, including United States Federal and state securities Laws. SECTION 11.12 Non‐Confidentiality of Tax Treatment. All parties hereto agree that each of them and each of their employees, representatives, and other agents may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure. “Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes of Treasury Regulation Section 1.6011‐4; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, the provisions of this Section 11.12 shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions contemplated hereby. -131- USActive 60444631.4 SECTION 11.13 Waiver of Set Off. If an Event of Default has occurred and is continuing, the Administrative Agent, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by the Administrative Agent, such Lender or any such Affiliate, to or for the credit or the account of the Co‐Borrowers against any and all of the Obligations, irrespective of whether or not such the Administrative Agent or Lender or Affiliate shall have made any demand under this Agreement or any other Transaction Document and although such Obligations may be contingent or unmatured or are owed to a branch office or Affiliate of the Administrative Agent or such Lender different from the branch office or Affiliate holding such deposit or obligated on such Indebtedness. Each Lender shall notify the Administrative Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application and provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. SECTION 11.14 Headings, Schedules and Exhibits. The headings herein are for purposes of references only and shall not otherwise affect the meaning or interpretation of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes. SECTION 11.15 Ratable Payments. If any Lender, whether by setoff or otherwise, shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of Advances owing to it (other than pursuant to Section 2.12 or Section 2.13) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. SECTION 11.16 Failure of Co‐Borrowers to Perform Certain Obligations. If a Co‐Borrower fails to perform any of its agreements or obligations required under Section 5.01(s), the Administrative Agent may (but shall not be required to, and in any case, acting at -132- USActive 60444631.4 the direction of the Majority Lenders) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Co‐Borrowers promptly upon the Administrative Agent’s demand therefore. SECTION 11.17 Power of Attorney. Each of the Co‐Borrowers and Holdings irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as its attorney‐in‐fact to act on its behalf as set forth in Exhibit H to file financing statements reasonably necessary or desirable (as determined by Servicer acting at the direction of the Majority Lenders) to perfect and to maintain the perfection and priority of the interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral. This appointment is coupled with an interest and is irrevocable. SECTION 11.18 Delivery of Termination Statements, Releases, etc. Upon the occurrence of the Facility Termination Date, the Administrative Agent shall, at the direction of the Majority Lenders, execute and deliver to the Servicer termination statements, reconveyances, releases and other documents and instruments of release reasonably requested by the Co‐Borrowers or the Servicer to evidence the termination of the Liens securing the Obligations on the Collateral, all at the expense of the Co‐Borrowers and without any recourse, representation or warranty by the Administrative Agent. SECTION 11.19 Exclusive Remedies. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy. SECTION 11.20 Post‐Closing Performance Conditions. The parties hereto agree to cooperate with reasonable requests made by any other party hereto after signing this Agreement to the extent reasonable necessary for such party to comply with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations). SECTION 11.21 Performance Conditions. The obligations of the Servicer to effect the transactions contemplated hereby shall be subject to the following conditions: (a) The Servicer shall have (i) completed its due diligence with respect to the Co‐Borrowers and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) and (ii) been satisfied with the results of such due diligence in its sole discretion. (b) [Reserved]. (c) In each and every case of a Holdings AML and International Trade Default, Borrower AML and International Trade Default or a Lender event of default, the Servicer may, by notice in writing to Co‐Borrowers and the Lenders, in addition to whatever rights the Servicer may have at law or in equity, including injunctive relief and specific performance, immediately -133- USActive 60444631.4 resign as Servicer (notwithstanding any provision in Section 8.09 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.21(c)), without the Servicer incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default, Borrower AML and International Trade Default or Lender event of default. On or after the receipt by Holdings or the Co‐Borrowers and any Lender of a written notice of resignation from the Servicer pursuant to this Section 11.21(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Servicer shall instead be made by, to or through each Lender until such time as a successor to the Servicer has been appointed as provided by this Agreement and (ii) the Servicer’s obligations under this Agreement shall terminate. After the receipt by Holdings or the Administrative Borrower and any Lender of a written notice of resignation from the Servicer pursuant to this Section 11.21(c), the Servicer shall deliver all Portfolio Asset Files to the Administrative Agent or such other Person as the Administrative Agent designates in writing, in all cases at the sole cost and expense of the Co‐Borrowers. Notwithstanding the foregoing, upon any such termination, the Servicer will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination. (d) AML and International Trade Covenants. The obligations of the Servicer to effect any transaction contemplated hereby shall be subject to (i) no Holdings’ AML and International Trade Default, (ii) no Borrower AML and International Trade Default and (iii) Co‐Borrowers’ compliance with Section 5.02(n). (e) AML and International Trade Defaults. Upon discovery by Holdings of any Holdings AML and International Trade Default, or by a Co‐Borrower or a UK Guarantor of any Borrower AML and International Trade Default (but, in each case, regardless of whether any notice has been given as provided in this Agreement or any cure period provided herein has expired), each such Loan Party, as applicable, shall give prompt written notice thereof to the Servicer. SECTION 11.22 Bail In. Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the Write‐Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write‐Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail‐In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; -134- USActive 60444631.4

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(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write‐Down and Conversion Powers of any EEA Resolution Authority. SECTION 11.23 Joint and Several; Administrative Borrower. (a) The obligations of the Co‐Borrowers hereunder and under the other Transaction Documents are joint and several. Without limiting the generality of the foregoing, reference is hereby made to the Guaranty and Collateral Agreement, to which the obligations of the Loan Parties are subject. (b) Each of the Co‐Borrowers accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Transaction Documents, for the mutual benefit, directly and indirectly, of each Co‐Borrower and in consideration of the undertakings of the Co‐Borrowers to accept joint and several liability for the obligations of each other. (c) Each of the Co‐Borrowers shall be jointly and severally liable for the Obligations. Each of the Co‐Borrower’s obligations arising as a result of the joint and several liability of such Co‐Borrower hereunder, with respect to Loans made to such Co‐Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each Co‐Borrower. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against any Co‐ Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Co‐Borrower or any other Person, or against any security or collateral for the Obligations. Each Co‐Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of any Co‐Borrower or against or in payment of any or all of the Obligations. (e) Each representation and warranty made on behalf of a Loan Party shall be deemed for all purposes to have been made by all of the Loan Parties and shall be binding upon and enforceable against each Loan Party to the same extent as if the same had been made directly by each such Loan Party. (f) Each Co‐Borrower hereby designates the Administrative Borrower as its representative and agent on its behalf for the purposes of taking all actions required (including in respect of compliance with covenants) on behalf of any Co‐Borrower under the Transaction Documents. The Administrative Borrower hereby accepts such appointment. The Administrative -135- USActive 60444631.4 Agent (and each Lender) may regard any notice or other communication pursuant to any Transaction Document from the Administrative Borrower as a notice or communication from all Co‐Borrowers, and may give any notice or communication required or permitted to be given to any Co‐Borrower hereunder to the Administrative Borrower on behalf of such Co‐Borrower or Co‐Borrowers. Each Co‐Borrower agrees that each notice, election, representation and warranty, covenant, agreement, and undertaking made on its behalf by the Administrative Borrower shall be deemed for all purposes to have been made by such Co‐Borrower and shall be binding upon and enforceable against such Co‐Borrower to the same extent as if the same had been made directly by such Co‐Borrower. [Signature Pages Follow] -136- USActive 60444631.4 Executed as of the date first above written. Holdings: KUDU INVESTMENT MANAGEMENT LLC, a Delaware limited liability company By: Name: Title: The Co‐Borrowers: KUDU INVESTMENT HOLDINGS, LLC, a Delaware limited liability company By: Name: Title: KUDU INVESTMENT US, LLC, a Delaware limited liability company By: Name: Title: The UK Guarantors: KFO Holdings, Ltd., a limited liability company incorporated in England and Wales By: Name: Title: Director KWCP Holdings (UK), Ltd. a limited liability company incorporated in England and Wales By: Name: Title: Director [Signature Page to Loan and Servicing Agreement] USActive 60444631.4 Lender: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC, its Investment Adviser By: Name: Title: The Administrative Agent: ALTER DOMUS (US) LLC By: Name: Title: The Servicer: BARINGS FINANCEDIRECT INVESTMENTS LLC, in its capacity as Servicer By: Name: Title: [Signature Page to Loan and Servicing Agreement] USActive 60444631.4

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Document

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION PURSUANT TO RULE 13a-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, G. Manning Rountree, Chief Executive Officer of White Mountains Insurance Group, Ltd., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ending June 30, 2025 of White Mountains Insurance Group, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 7, 2025

By:

/s/ G. Manning Rountree

Chief Executive Officer

(Principal Executive Officer)

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Document

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION PURSUANT TO RULE 13a-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Liam P. Caffrey, President & Chief Financial Officer of White Mountains Insurance Group, Ltd., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ending June 30, 2025 of White Mountains Insurance Group, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 7, 2025

By:

/s/ Liam P. Caffrey

President & Chief Financial Officer

(Principal Financial Officer)

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Document

Exhibit 32.1

PRINCIPAL EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of White Mountains Insurance Group, Ltd. (the “Company”), for the quarter ending June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, G. Manning Rountree, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

•The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and,

•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.

/s/ G. Manning Rountree
Chief Executive Officer<br>(Principal Executive Officer)
August 7, 2025

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Document

Exhibit 32.2

PRINCIPAL FINANCIAL OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of White Mountains Insurance Group, Ltd. (the “Company”), for the quarter ending June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Liam P. Caffrey, President & Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

•The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and,

•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.

/s/ Liam P. Caffrey
President & Chief Financial Officer<br>(Principal Financial Officer)
August 7, 2025

C-4