UNITED COMMUNITY BANKS INC

EX-99.1 · tm2617702d1_ex99-1.htm

EX-99.1
 3
 tm2617702d1_ex99-1.htm
 EXHIBIT 99.1

 Exhibit 99.1

 For Immediate Release

 For more information:

 Jefferson Harralson

 Chief Financial Officer

 (864) 240-6208

 Jefferson_Harralson@ucbi.com

 UNITED COMMUNITY BANKS, INC. ANNOUNCES
AGREEMENT

TO SELL EQUIPMENT FINANCE BUSINESS, CONSISTING OF NAVITAS CREDIT CORP.

AND NLFC REINSURANCE CORP., TO FUNDS MANAGED BY WAFRA INC.

 GREENVILLE, SC – June 12, 2026
 – United Community Banks, Inc. (NYSE: UCB) (“United”) today announced the execution of a definitive agreement to
sell its equipment finance business, consisting of Navitas Credit Corp. and NLFC Reinsurance Corp. (collectively, “Navitas”),
to funds managed by Wafra Inc., acting through Navitas TopCo LLC (“Wafra”) for $1.9 billion in cash 1
(the “Transaction”).

 The sale of Navitas reinforces United’s
focus on its core Southeastern relationship banking business while enhancing United’s liquidity and capital strength.

 Key Highlights 2 :

 · Attractive monetization of equipment finance business, with an estimated cash purchase price of $1.9 billion,
reflecting a 7% premium to the par value of Navitas’ loan portfolio.

 1
Preliminary purchase price based on March 31, 2026 financials. Final purchase price subject to closing adjustments.

 2
All financial figures are as of the quarter ended March 31, 2026. Financial impact of the Transaction is subject to adjustments based
on balance sheet figures as of closing and purchase price closing adjustments.

 1

 · United expects the Transaction to result in a one-time pre-tax earnings benefit of $109 million, which
is expected to result in 3% accretion to tangible book value per share. The Transaction is also expected to generate 145 basis points
of CET1 capital.

 · The sale of Navitas will meaningfully reduce the risk profile of United’s loan portfolio. The equipment
finance business represents 10% of United’s total loan portfolio, while accounting for approximately 50% of United’s net charge-offs
for the last twelve months ended March 31, 2026.

 · Net cash proceeds of $1.9 billion will result in a unique liquidity position for United, with a pro forma
loan to deposit ratio of 74%. In the short term, excess liquidity is expected to be reinvested in lower-risk securities with an aggregate
weighted average yield between 4.0-4.5% and target duration of less than two years.

 · The Transaction will enhance United’s ability to continue allocating resources to its core banking
franchise, allowing for significant financial upside through the redeployment of liquidity and capital over time.

 United intends to evaluate a range of capital
deployment alternatives after closing, which may include a combination of continued organic growth of its core community banking business,
balance sheet optimization, share repurchases, and opportunistic M&A consistent with the established strategy of small, in-market
transactions. United expects the impact on earnings per share to be offset as excess capital is deployed over time, while concurrently
lowering the risk profile of the franchise.

 “Over the past eight years, Navitas has
been a valuable contributor to United, delivering strong growth and returns for our business,” said Lynn Harton, Chairman and Chief
Executive Officer. “In fact, for the past several quarters, we have had to restrain Navitas’ growth to remain within our self-imposed
portfolio limits. We have also expanded our core franchise since we acquired Navitas, which has resulted in better in-market relationship-based
growth opportunities within the community bank franchise. The sale will allow us to focus our resources on our core Southeastern markets
and will allow the opportunity for Navitas to continue their growth trajectory with a well-established and experienced owner within the
equipment finance sector.”

 2

 Navitas’ executive leadership team and all
employees are expected to remain with the business following the sale to funds managed by Wafra.

 The Transaction is expected to be completed in
the third quarter of 2026 and is subject to customary closing conditions.

 BofA Securities acted as exclusive financial advisor
to United, and Squire Patton Boggs (US) LLP served as United’s legal advisor. Sidley Austin LLP, Chapman and Cutler LLP, and Clifford
Chance LLP served as Wafra’s legal advisors.

 United will host a conference call at 9am EST
today, June 12, 2026, to discuss the Transaction. Participants may pre-register for the conference call by navigating to https://dpregister.com/sreg/10209741/1042f6714e9.
Those without internet access or unable to pre-register may dial in by calling 1-844-676-1337. The conference call also will be webcast
and can be accessed by selecting “Events and Presentations” under “News and Events” within the Investor Relations
section of the company's website, ucbi.com.

 About United Community Banks, Inc.

 United Community Banks, Inc. (NYSE: UCB)
is the financial holding company for United Community, a top 100 U.S. financial institution committed to building stronger communities
and improving the financial health and well-being of its customers. United Community offers a full range of banking, mortgage, and wealth
management services. As of March 31, 2026, United Community Banks, Inc. had $28.2 billion in assets and operated 200 offices
across Alabama, Florida, Georgia, North Carolina, South Carolina, and Tennessee. The company also manages a nationally recognized SBA
lending franchise and a national equipment finance subsidiary, extending its reach to businesses across the country. United Community
is the most awarded bank in the Southeast for Retail Banking Customer Satisfaction by J.D. Power, earning more awards than any other bank
in the region, including recognition in 12 of the last 17 years. The company has also been named one of the “Best Banks to Work
For” by American Banker for nine consecutive years. In commercial banking, United Community earned multiple 2026 Greenwich
Best Bank awards for Small Business Banking. Forbes has consistently named United Community among the World’s Best and America’s
Best Banks. Learn more at ucbi.com.

 3

 About Navitas

 Navitas is an equipment finance business wholly-owned
by United Community Banks, Inc. Navitas specializes in financing essential-use, small-dollar equipment purchases for small and mid-sized
businesses. As of March 31, 2026, Navitas had $1.8 billion in owned receivables and operated with 207 employees across six locations.
Navitas was founded in 2008 and is headquartered in Ponte Vedra, Florida.

 About Wafra Inc.

 Wafra is a global alternative investment manager with approximately
$30 billion of assets under management across a range of alternative assets, including strategic partnerships, real assets and infrastructure,
and real estate. By providing flexible and accretive capital solutions and focusing on long-term partnerships, Wafra aligns and partners
with high quality asset owners, companies, and management teams. Headquartered in New York, Wafra has additional offices in London and
Bermuda.

 Caution About Forward-Looking Statements

 This press release may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities
Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither statements
of historical or current fact nor are they assurances of future performance and generally can be identified by the use of forward-looking
terminology such as “believes,” “expects,” “may,” “will,” “could,” “should,”
 “projects,” “plans,” “goal,” “targets,” “potential,” “estimates,”
 “pro forma,” “seeks,” “intends,” “anticipates,” “assumes,” “illustrates,”
 “likely,” “predict,” “continue” or similar expressions. Examples of forward-looking statements include,
but are not limited to, statements United makes about (i) the completion and anticipated benefits of the Transaction, (ii) financial
projections and the pro forma financial impact of the Transaction, including impacts on earnings or loss per share, tangible book value
per share, and common equity tier 1 capital, (iii) United’s plans, objectives and strategies, and (iv) the assumptions
that underlie United’s forward-looking statements. Forward-looking statements are not historical facts and represent management’s
beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees
of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking
statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause
actual results or financial condition to differ materially from those expressed in or implied by such statements. Because forward-looking
statements relate to the future, they are subject to known and unknown risks, uncertainties, assumptions, and changes in circumstances,
many of which are beyond United’s control, and that are difficult to predict as to timing, extent, likelihood and degree of occurrence,
and that could cause actual results to differ materially from the results implied or anticipated by the statements.

 4

 Factors that could cause or contribute to such
differences include, but are not limited to, the following:

 · the risk that the Transaction may not be completed on the currently anticipated terms or at all, including
due to the failure to satisfy closing conditions or obtain required regulatory approvals;

 · the risk that any financial benefits from the Transaction may not be realized or may take longer than
anticipated to be realized;

 · the occurrence of any event, change, or other circumstances that could give rise to the termination of
the Purchase Agreement;

 · the effect of potential adverse reactions or changes to business relationships, including with customers,
counterparties, and employees, resulting from the announcement or completion of the Transaction;

 · the possibility that the costs, fees, expenses and charges related to the Transaction may be unexpected
or greater than anticipated;

 · diversion of management’s attention from ongoing business operations;

 · the risk of potential litigation or regulatory action related to the Transaction;

 5

 · negative economic and political conditions that adversely affect the general economy, the banking sector,
housing prices, the real estate market, the job market, consumer confidence, the financial condition of our borrowers and consumer spending
habits, which may affect, among other things, the levels of nonperforming assets, charge-offs and provision expense;

 · changes in loan underwriting, credit review or loss policies associated with economic conditions, examination
conclusions or regulatory developments;

 · the potential effects of pandemics or public health conditions on the economic and business environments
in which we operate, including the impact of actions taken by governmental authorities to address these conditions;

 · strategic, market, operational, liquidity and interest rate risks associated with our business;

 · potential fluctuations or unanticipated changes in the interest rate environment, including interest rate
changes made by the Board of Governors of the Federal Reserve System, replacement or reform of other interest rate benchmarks, as well
as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of
other financial assets;

 · any unanticipated or greater than anticipated adverse conditions in the national or local economies in
which we operate;

 · our loan concentration in industries or sectors that may experience unanticipated or greater than anticipated
adverse conditions than other industries or sectors in the national or local economies in which we operate;

 · the risks of expansion into new geographic or product markets;

 · risks with respect to our ability to identify and complete future mergers or acquisitions as well as our
ability to successfully expand and integrate those businesses and operations that we acquire;

 · our ability to attract and retain key employees;

 6

 · competition from financial institutions and other financial service providers including non-bank financial
technology providers and our ability to attract customers from other financial institutions;

 · losses due to fraudulent and negligent conduct of our customers, third-party service providers or employees;

 · cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or
parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters,
power loss and other security breaches that could adversely affect our business and financial performance or reputation;

 · our reliance on third parties to provide key components of our business infrastructure and services required
to operate our business;

 · the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives
and the rapid technological changes in the financial services market, including those accelerated by the use of artificial intelligence
and machine learning;

 · the availability of and access to capital, particularly if there were to be increased capital requirements
or enhanced regulatory supervision;

 · legislative, regulatory or accounting changes that may adversely affect us;

 · volatility in the allowance for credit losses resulting from the current expected credit losses methodology,
either alone or as that may be affected by conditions affecting our business;

 · adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals
and/or other negative effects) from current or future legislation, litigation, regulatory proceedings, examinations, investigations, or
similar matters, or developments related thereto;

 · government shutdowns, the effect of which could delay legislative activities or regulatory approval processes
that could be harmful to our customers, business activities and strategic initiatives;

 7

 · any matter that would cause us to conclude that there was impairment of any asset, including intangible
assets, such as goodwill;

 · limitations on our ability to declare and pay dividends and other distributions from United Community
Bank to United, which could affect United’s liquidity, including its ability to pay dividends to shareholders or take other capital
actions;

 · the potential effects of events beyond our control that may have a destabilizing effect on financial markets
and the economy, such as inflation or recession, terrorist activities, wars and other foreign conflicts, climate change and weather related
events, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes
and tariffs including threats thereof, either imposed by the U.S. or other trading partners in retaliation to U.S. tariffs; and

 · other risks and uncertainties disclosed in documents filed or furnished by us with or to the U.S. Securities
and Exchange Commission (“SEC”), any of which could cause actual results to differ materially from future results expressed,
implied or otherwise anticipated by such forward-looking statements.

 Further information regarding additional factors
that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary
Note Regarding Forward-Looking Statements” and “Risk Factors” in United’s Annual Report on Form 10-K for
the year ended December 31, 2025 and other documents subsequently filed by United with the SEC, which are available on the SEC website
at www.sec.gov.

 Many of these factors are beyond United’s
ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying
assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders
and investors should not place any undue reliance on any such forward-looking statements. We do not intend to and, except as required
by law, hereby disclaim any obligation to update or revise any forward-looking statement contained in this press release, which speaks
only as of the date of its filing with the SEC, whether as a result of new information, future events, or otherwise.

 United qualifies all forward-looking statements
by these cautionary statements.

 8

EX-99.2 · tm2617702d1_ex99-2.htm

EX-99.2
 4
 tm2617702d1_ex99-2.htm
 EXHIBIT 99.2

 Exhibit 99.2

 Member FDIC. © 2026 United Community Bank | ucbi.com
United Community
Enters Into an Agreement to
Sell Navitas
Sharpens Strategic Focus on Core Business
and Enhances Shareholder Value
June 12, 2026
1

 Member FDIC. © 2026 United Community Bank | ucbi.com
This Report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of
1995. Forward-looking statements are neither statements of historical or current fact nor are they assurances of future performance and generally can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,”
 “could,” “should,” “projects,” “plans,” “goal,” “targets,” “potential,” “estimates,” “pro forma,” “seeks,” “intends,” “anticipates,” “assumes,” “illustrates,” “likely,” “predict,” “continue” or similar expressions. Examples of forward-looking statements include, but are
not limited to, statements United makes about (i) the completion and anticipated benefits of the Transaction, (ii) financial projections and the pro forma financial impact of the Transaction, including impacts on earnings or loss per share, tangible book value
per share, and common equity tier 1 capital, (iii) United’s plans, objectives and strategies, and (iv) the assumptions that underlie United’s forward-looking statements. Forward-looking statements are not historical facts and represent management’s beliefs,
based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the
forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by
such statements. Because forward-looking statements relate to the future, they are subject to known and unknown risks, uncertainties, assumptions, and changes in circumstances, many of which are beyond United’s control, and that are difficult to predict
as to timing, extent, likelihood and degree of occurrence, and that could cause actual results to differ materially from the results implied or anticipated by the statements.
Factors that could cause or contribute to such differences include, but are not limited to, the following:
 • the risk that the Transaction may not be completed on the currently anticipated terms or at all, including due to the failure to satisfy closing conditions or obtain required regulatory approvals;
 • the risk that any financial benefits from the Transaction may not be realized or may take longer than anticipated to be realized;
 • the occurrence of any event, change, or other circumstances that could give rise to the termination of the Purchase Agreement;
 • the effect of potential adverse reactions or changes to business relationships, including with customers, counterparties, and employees, resulting from the announcement or completion of the Transaction;
 • the possibility that the costs, fees, expenses and charges related to the Transaction may be unexpected or greater than anticipated;
 • diversion of management’s attention from ongoing business operations;
 • the risk of potential litigation or regulatory action related to the Transaction;
 • negative economic and political conditions that adversely affect the general economy, the banking sector, housing prices, the real estate market, the job market, consumer confidence, the financial condition of our borrowers and consumer spending
habits, which may affect, among other things, the levels of nonperforming assets, charge-offs and provision expense;
 • changes in loan underwriting, credit review or loss policies associated with economic conditions, examination conclusions or regulatory developments;
 • the potential effects of pandemics or public health conditions on the economic and business environments in which we operate, including the impact of actions taken by governmental authorities to address these conditions;
 • strategic, market, operational, liquidity and interest rate risks associated with our business;
 • potential fluctuations or unanticipated changes in the interest rate environment, including interest rate changes made by the Board of Governors of the Federal Reserve System, replacement or reform of other interest rate benchmarks, as well as cash
flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets;
 • any unanticipated or greater than anticipated adverse conditions in the national or local economies in which we operate;
 • our loan concentration in industries or sectors that may experience unanticipated or greater than anticipated adverse conditions than other industries or sectors in the national or local economies in which we operate;
 • the risks of expansion into new geographic or product markets;
 • risks with respect to our ability to identify and complete future mergers or acquisitions as well as our ability to successfully expand and integrate those businesses and operations that we acquire;
 • our ability to attract and retain key employees;
 • competition from financial institutions and other financial service providers including non-bank financial technology providers and our ability to attract customers from other financial institutions;
 • losses due to fraudulent and negligent conduct of our customers, third-party service providers or employees;
 • cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power
loss and other security breaches that could adversely affect our business and financial performance or reputation;
 • our reliance on third parties to provide key components of our business infrastructure and services required to operate our business;
 • the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market, including those accelerated by the use of artificial intelligence and machine
learning;
 • the availability of and access to capital, particularly if there were to be increased capital requirements or enhanced regulatory supervision;
 • legislative, regulatory or accounting changes that may adversely affect us;
 • volatility in the allowance for credit losses resulting from the current expected credit losses methodology, either alone or as that may be affected by conditions affecting our business;
 • adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future legislation, litigation, regulatory proceedings, examinations, investigations, or similar
matters, or developments related thereto;
 • government shutdowns, the effect of which could delay legislative activities or regulatory approval processes that could be harmful to our customers, business activities and strategic initiatives;
 • any matter that would cause us to conclude that there was impairment of any asset, including intangible assets, such as goodwill;
 • limitations on our ability to declare and pay dividends and other distributions from United Community Bank to United, which could affect United’s liquidity, including its ability to pay dividends to shareholders or take other capital actions;
 • the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as inflation or recession, terrorist activities, wars and other foreign conflicts, climate change and weather related events,
disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and tariffs including threats thereof, either imposed by the U.S. or other trading partners in retaliation to U.S. tariffs; and
 • other risks and uncertainties disclosed in documents filed or furnished by us with or to the SEC, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking
statements.
Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in United’s
Annual Report on Form 10-K for the year ended December 31, 2025 and other documents subsequently filed by United with the U.S. Securities and Exchange Commission ("SEC"), which are available on the SEC website at www.sec.gov.
Many of these factors are beyond United’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the
forward-looking statements. Accordingly, shareholders and investors should not place any undue reliance on any such forward-looking statements. We do not intend to and, except as required by law, hereby disclaim any obligation to update or revise any
forward-looking statement contained in this Report, which speaks only as of the date of its filing with the SEC, whether as a result of new information, future events, or otherwise.
United qualifies all forward-looking statements by these cautionary statements.
2
Caution About Forward-Looking Statements

 Member FDIC. © 2026 United Community Bank | ucbi.com
1 Attractive Monetization of a Strong, but Non-Core, Asset
2 Meaningfully Reduces Risk Profile of Loan Portfolio
3 Strengthens United Community’s Capital and Liquidity Position
4 Prioritizes Core Organic Growth and Enhances Financial Flexibility
Continued Focus on Core Banking Business
with Enhanced Strategic Flexibility
3
Attractive valuation supported by robust growth and stewardship of business under United
Community ownership since 2018
Capitalizes on strong market interest for high-quality equipment finance platforms
Allows greater focus of resources, management attention, and capital on core relationship banking
business, where United Community has clear competitive strengths
$1.9bn / ~7%(1)
Purchase Price /
Premium to Par
+$109mm(2)
One-Time Pre-Tax
Earnings Impact
+145bps
CET1
Capital
+$1.9bn
Incremental
Liquidity
Additive to United Community’s already strong capital ratios through gain on sale, ALLL release, and
reduction in risk-weighted assets
Sale of business to have no impact on deposit base
Differentiated liquidity and capital position for United Community to opportunistically advance core growth
initiatives
~50% of NCOs
Navitas as % of NCOs
(LTM as of 1Q’26)
0.12%
NCOs ex Navitas
(LTM as of 1Q’26)
Enhances United Community’s credit profile, reducing potential earnings volatility and supporting a
lower capital target over time
Cash proceeds of $1.9bn expected to be reinvested in securities portfolio with an aggregate yield of
4.0-4.5% and duration of < 2 years, positioning balance sheet favorably for evolving rate environment
(1) Reflects estimated purchase price and premium based on 3/31/26 financials.
(2) Includes expected release of $42mm of ALLL.
(3) Reflects illustrative CET1 capital ratio as of Q1&#x2019;26 pro forma for sale of Navitas and acquisition of
Peach State, which are expected to close in Q3&#x2019;26.
Continued allocation of resources to United Community&#x2019;s highest-value segment, core banking
relationships
Significant upside potential from continued expansion of commercial banking business supported by
incremental banker hiring and normalization of Loan / Deposit and capital ratios
Enhances flexibility for potential balance sheet optimization, share repurchases, and / or strategic M&A
74%
Pro Forma
Loans / Deposits
14.5%(3)
Pro Forma CET1
Capital Ratio

 Member FDIC. &#xA9; 2026 United Community Bank | ucbi.com
Sale of Navitas - Estimated One-Time Impact ($mm)
Estimated Purchase Price $1,936
(-) Loans & Leases Sold (Par Value) 1,807
(-) Capitalized Origination Costs 52
Pre-Tax Gain on Sale (Impact at Close) $77
(+) ALLL Release (Impact in Q2'26) 42
(+) Other Transaction Adjustments (10)
One-Time Pre-Tax Earnings Impact +$109
Tax Impact 27
One-Time Post-Tax Earnings Impact +$81
TBVPS Impact +$0.67
Business and Transaction Overview
4
Note: Financial information, including estimated one-time earnings impact, as of 3/31/26. Final purchase
price may differ based on balance sheet figures as of close and customary purchase price adjustments.
(1) Reflects par value of loan portfolio sold, excluding capitalized origination costs. United Community to
retain approximately ~2% of loan portfolio.
(2) No impact to intangibles expected, given transaction qualifies as asset sale for accounting purposes.
(3) Excludes purchase price adjustments for Navitas non-portfolio assets / liabilities sold, which will be
neutral to the one-time earnings impact.
(4) Represents estimated transaction-related expenses.
(5) Per share impact based on estimated share count pro forma for Peach State acquisition.
Overview
of Wafra
Global alternative investment manager focused on Strategic Partnerships, Real Assets & Infrastructure, and Real Estate with $30bn
of AUM
Founded in 1985 and headquartered in New York, NY
Business
Overview
Navitas Credit Corp, an equipment finance subsidiary of United
Community, specializes in financing essential-use, small-dollar
equipment for small and mid-sized businesses
NLFC Reinsurance, a captive reinsurance subsidiary of United
Community, drives incremental earnings and capital efficiency
through disciplined risk retention and reinsurance strategies
207 employees and 6 locations
Experienced significant growth since United Community&#x2019;s
acquisition, with an 18% loan CAGR since 2018
Founded in 2008 and headquartered in Ponte Vedra, FL
Transaction
Overview
Sale of Navitas Credit Corp. and NLFC Reinsurance Corp.,
including a $1.8bn equipment finance portfolio(1) and substantially
all other assets and liabilities(2)
Cash purchase price of $1.9bn, representing a ~7% premium to
the par value of Navitas&#x2019; loan portfolio
Estimated transaction expenses of ~$10mm
The acquiror is Navitas TopCo LLC, a newly formed acquisition
vehicle owned by funds managed by Wafra Inc.
Closing expected in Q3 2026 (5)
(3)
(4)
Navitas' Key Financials as of Q1'26 ($mm)
Loan Interest Income $39
Non-Interest Income 4
Gross Revenue $43
Provision Expense 3
Non-Interest Expenses 9
Reference: Net Charge-Offs 6
Total Loans (GAAP) $1,897
% of United Community Loans 10%
Wtd. Average Yield 8.35

 Member FDIC. &#xA9; 2026 United Community Bank | ucbi.com
Earnings per Share
$0.70 $0.65
$0.72
~(9%)
$0.69 - $0.73
Adjusted
Q1'26
Sale of
Navitas
Pro Forma
Q1'26
Pro Forma for
Cap. Deployed
Over Time
Pro Forma Financial Impact
5
Illustrative Financial Impact as of Q1&#x2019;26
After closing, United Community will explore
various capital deployment alternatives
including:
Continued organic growth of core
community banking franchise
Balance sheet optimization and
incremental share repurchases
Opportunistic M&A consistent with
established strategy of small, in-market
transactions
United Community expects Navitas EPS impact
to be offset as excess capital is deployed over
time, while concurrently lowering the risk profile
of the franchise
Operating
Earnings
per Share
(1)
(1) Estimated adjustment of $0.02 includes full impact of Peach State acquisition, inclusive of Peach State&#x2019;s earnings, fully phased-in synergies, purchase accounting, and other merger-related adjustments.
Please refer to page 9 for additional detail on non-GAAP reconciliation.
(2) Assumes reinvestment of cash proceeds into securities portfolio with an aggregate yield of 4.0-4.5%, duration of < 2 years, and 0-20% risk-weighting. One-time capital and tangible book value impact also
assumes the reversal of $42 million of reserves associated with loan portfolio sold.
(3) Estimated EPS range pro forma for various capital deployment alternatives, including share repurchases (~$300mm) at current market price ($33.26 as of June 8th, 2026) or deployment at various ROICs
(10-12%).
Tangible
Book Value
per Share
CET1
Capital
Adjusted for Peach State
(2)
(2)
(2)
(3)
13.0%
14.5%
13.4%
~145bps
Adjusted
Q1'26
Sale of
Navitas
Pro Forma
Q1'26
$22.18
$22.56 ~3% $22.85
Adjusted
Q1'26
Sale of
Navitas
Pro Forma
Q1'26

 Member FDIC. &#xA9; 2026 United Community Bank | ucbi.com
38%
28%
18%
8%
6%
1% 1%
44%
25%
16%
7%
6%
1% 1%
$20.1bn(1) C&I Residential
Mortgage
Commercial
Construction
Home Equity
Pro Forma Loan Portfolio Composition
6
Loan Yield: 6.00%(2)
Loans / Deposits: 81%(2)
NCOs (LTM 1Q&#x2019;26): 0.22%(2)
Loan Yield: 5.77%
Loans / Deposits: 74%
NCOs (LTM 1Q&#x2019;26): 0.12%
(1) Excludes impact of fair value hedge basis adjustments.
(2) Reflects combined United Community and Peach State balances. Does not reflect purchase accounting adjustments.
Pre-Transaction Loan Portfolio (Q1&#x2019;26)(2) Pro Forma Loan Portfolio (Q1&#x2019;26)(2)
CRE
Resi.
Construction
Other
Consumer
$18.2bn(1) Residential C&I
Mortgage
Commercial
Construction
Home Equity
CRE
Resi.
Construction
Other
Consumer

 Member FDIC. &#xA9; 2026 United Community Bank | ucbi.com 7

 Member FDIC. &#xA9; 2026 United Community Bank | ucbi.com 8
Navitas Selected GAAP Financial Information
$ in millions FY 2025 Q1'26
Key Portfolio Data
Loans & Leases - HFI $1,848 $1,897
Loans & Leases - Serviced 194 180
Managed Loans & Leases, Ending Balance $2,042 $2,077
Income Statement
Loan Interest Income $148 $39
Non-Interest Income 18 4
Gross Revenue $166 $43
Provision Expense $19 $3
Total Non-Interest Expense $32 $9
Reference: Net Charge-Offs $21 $6

 Member FDIC. &#xA9; 2026 United Community Bank | ucbi.com 9
Non-GAAP Reconciliation Tables
Q1'26
Diluted income per common share reconciliation
Diluted income per common share (GAAP) $0.69
Gain on termination of cash flow hedge (0.03)
Payroll transition bonus 0.04
FDIC special assessment accrual reversal (0.01)
Merger-related and other charges 0.01
Diluted income per common share - operating 0.70
Estimated impact of Peach State acquisition, fully phased in 0.02
Adjusted diluted income per common share - operating $0.72
Book value per common share reconciliation
Book value per common share (GAAP) $30.54
Effect of goodwill and other intangibles (7.98)
Tangible book value per common share 22.56
Estimated impact of Peach State acquisition (0.38)
Adjusted tangible book value per share $22.18
Note: For additional information, please refer to United Community&#x2019;s March 2026 Form 10-Q.

EX-2.1 · tm2617702d1_ex2-1.htm

EX-2.1
 2
 tm2617702d1_ex2-1.htm
 EXHIBIT 2.1

 Exhibit 2.1

  

 STOCK PURCHASE AGREEMENT

  

 by and among

  

 UNITED COMMUNITY BANK,

  

 UNITED COMMUNITY BANKS, INC.

(solely for the limited purposes set forth herein)

  

 and

  

 NAVITAS TOPCO LLC

  

 Dated as of June 11, 2026

   

  

  

 TABLE OF CONTENTS

  

 Page

  

 Article I
 DEFINITIONS
 2

 Section 1.1
 Definitions
 2

 Section 1.2
 Other Defined Terms
 22

 Article II
 PURCHASE AND SALE
   26

 Section 2.1
 Purchase and Sale of the Shares
 26

 Section 2.2
 Purchase Price
 26

 Section 2.3
 Closing Date Payment; Purchase Price Adjustment
 26

 Section 2.4
 Closing
 32

 Section 2.5
 Closing Deliverables
 32

 Section 2.6
 Withholding
 34

 Article III
 REPRESENTATIONS AND WARRANTIES OF SELLER
   34

 Section 3.1
 Organization and Good Standing
 34

 Section 3.2
 Title to the Company Shares
 34

 Section 3.3
 Authority; Execution and Delivery; Enforceability
 35

 Section 3.4
 No Conflicts; Consents
 35

 Section 3.5
 Proceedings
 36

 Section 3.6
 Brokers and Finders
 37

 Section 3.7
 No Foreign Persons
 37

 Section 3.8
 Intercompany Indebtedness
 37

 Section 3.9
 No Other Representations or Warranties
 37

 Article IV
 REPRESENTATIONS AND WARRANTIES REGARDING FINANCE COMPANY
   37

 Section 4.1
 Organization and Good Standing
 37

 Section 4.2
 Capitalization
 38

 Section 4.3
 Authority; Execution and Delivery; Enforceability
 39

 Section 4.4
 No Conflicts; Consents
 39

 Section 4.5
 Financial Statements
 40

 Section 4.6
 No Undisclosed Liabilities
 41

 Section 4.7
 Absence of Certain Changes or Events
 41

 Section 4.8
 Real Property
 41

 Section 4.9
 Taxes
 43

 Section 4.10
 Proceedings
 45

 Section 4.11
 Employee Benefit Plans
 45

  

  

  

 TABLE OF CONTENTS

 (continued)

  

 Section 4.12
 Compliance with Applicable Law; Permits
 47

 Section 4.13
 Brokers and Finders
 48

 Section 4.14
 Labor and Employment Matters
 49

 Section 4.15
 Finance Company Material Contracts
 50

 Section 4.16
 Equipment Financing Portfolio
 54

 Section 4.17
 Intellectual Property
 57

 Section 4.18
 Data Privacy, Artificial Intelligence, and Cybersecurity
 59

 Section 4.19
 Transaction Payments
 60

 Section 4.20
 Sufficiency of Assets
 60

 Section 4.21
 Title to Assets
 60

 Section 4.22
 Affiliate Transactions
 60

 Section 4.23
 CFIUS
 61

 Section 4.24
 Insurance Policy
 61

 Section 4.25
 Third Party Serviced Contracts; Syndications
 62

 Section 4.26
 No Other Representations or Warranties
 65

 Article V
 REPRESENTATIONS AND WARRANTIES REGARDING REINSURANCE COMPANY
   65

 Section 5.1
 Organization and Good Standing
 65

 Section 5.2
 Capitalization
 66

 Section 5.3
 Authority; Execution and Delivery; Enforceability
 67

 Section 5.4
 No Conflicts; Consents
 67

 Section 5.5
 Financial Statements
 68

 Section 5.6
 No Undisclosed Liabilities
 69

 Section 5.7
 Absence of Certain Changes or Events
 69

 Section 5.8
 Real Property
 70

 Section 5.9
 Taxes.
 70

 Section 5.10
 Proceedings
 71

 Section 5.11
 Employee Benefit Plans
 72

 Section 5.12
 Compliance with Applicable Law; Permits
 72

 Section 5.13
 Brokers and Finders
 74

 Section 5.14
 Labor and Employment Matters
 74

 Section 5.15
 Reinsurance Company Material Contracts.
 74

 Section 5.16
 Transaction Payments
 76

 Section 5.17
 Sufficiency of Assets
 76

  

 ii

  

  

 TABLE OF CONTENTS

 (continued)

  

 Section 5.18
 Title to Assets
 76

 Section 5.19
 Intellectual Property
 77

 Section 5.20
 Data Privacy, Artificial Intelligence, and Cybersecurity
 77

 Section 5.21
 Reinsurance Affiliate Transactions
 77

 Section 5.22
 CFIUS
 77

 Section 5.23
 Insurance Policy
 78

 Section 5.24
 No Other Representations or Warranties
 78

 Article VI
 REPRESENTATIONS AND WARRANTIES OF PURCHASER
   79

 Section 6.1
 Organization and Good Standing
 79

 Section 6.2
 Authority; Execution and Delivery; Enforceability
 79

 Section 6.3
 No Conflicts; Consents
 79

 Section 6.4
 Proceedings
 80

 Section 6.5
 Financial Ability
 80

 Section 6.6
 Solvency
 81

 Section 6.7
 Brokers and Finders
 81

 Section 6.8
 Investigation
 81

 Section 6.9
 Securities Matters
 81

 Section 6.10
 Financing
 82

 Section 6.11
 No Other Representations or Warranties
 83

 Article VII
 COVENANTS
   83

 Section 7.1
 Conduct of Business
 83

 Section 7.2
 Publicity
 89

 Section 7.3
 Confidentiality
 90

 Section 7.4
 Notification of Certain Matters
 91

 Section 7.5
 Intercompany Agreements
 92

 Section 7.6
 Employees and Employee Benefits
 93

 Section 7.7
 Access to Information; Records Preservation
 94

 Section 7.8
 Efforts; Regulatory Approvals
 96

 Section 7.9
 Antitrust Filings
 99

 Section 7.10
 Director and Officer Liability; Indemnification
 101

 Section 7.11
 Certain Consents
 102

 Section 7.12
 Tax Matters
 103

 Section 7.13
 Transfer Taxes
 105

 Section 7.14
 R&W Insurance
 106

  

 iii

  

  

 TABLE OF CONTENTS

 (continued)

  

 Section 7.15
 Transaction Steps
 106

 Section 7.16
 No Negotiations
 106

 Section 7.17
 Further Assurances
 107

 Section 7.18
 Debt and Equity Financing
 107

 Section 7.19
 Financing Cooperation.
 109

 Section 7.20
 Notifications and Consultation
 110

 Section 7.21
 USB Drive
 111

 Section 7.22
 Confidentiality Agreements
 111

 Section 7.23
 Background IP License
 111

 Section 7.24
 Non-Solicitation; Non-Competition
 112

 Section 7.25
 Resignations
 114

 Section 7.26
 Use of Names
 114

 Section 7.27
 Insurance
 114

 Section 7.28
 Wrong Pockets
 117

 Section 7.29
 Transition Services
 120

 Article VIII
 CONDITIONS TO CLOSING
   120

 Section 8.1
 Conditions to Obligations of Purchaser and Seller
 120

 Section 8.2
 Additional Conditions to Obligations of Purchaser
 121

 Section 8.3
 Additional Conditions to Obligations of Seller
 124

 Article IX
 TERMINATION
   124

 Section 9.1
 Termination of Agreement
 124

 Section 9.2
 Procedure Upon Termination
 126

 Section 9.3
 Effect of Termination
 126

 Section 9.4
 Termination Fee
 126

 Article X
 ADDITIONAL AGREEMENTS
   128

 Section 10.1
 Survival of Representations and Warranties and Pre-Closing
 Covenants
 128

 Section 10.2
 Purchaser Acknowledgment
 129

 Section 10.3
 Legal Waiver
 130

 Section 10.4
 Indemnification Obligations
 131

 Section 10.5
 Characterization of Indemnification Payment
 138

 Article XI
 MISCELLANEOUS
   138

 Section 11.1
 Assignment; Binding Effect
 138

 Section 11.2
 Governing Law; Jurisdiction
 138

  

 iv

  

  

 TABLE OF CONTENTS

 (continued)

  

 Section 11.3
 WAIVER OF JURY TRIAL
 139

 Section 11.4
 Notices
 140

 Section 11.5
 Headings
 141

 Section 11.6
 Fees and Expenses
 141

 Section 11.7
 Entire Agreement
 141

 Section 11.8
 Interpretation
 141

 Section 11.9
 Waiver and Amendment; Remedies Cumulative
 144

 Section 11.10
 Counterparts
 144

 Section 11.11
 Third-Party Beneficiaries
 144

 Section 11.12
 Specific Performance
 145

 Section 11.13
 Severability
 146

 Section 11.14
 Delivery by Electronic Transmission
 146

 Section 11.15
 Confidential Supervisory Information
 146

 Section 11.16
 Disclaimer of Representations and Warranties
 146

 Section 11.17
 Non-Recourse
 147

 Section 11.18
 Bulk Sale
 147

 Section 11.19
 Parent Guarantee
 147

  

 Annexes and Exhibits

  

 Annex 1:
      Specific Accounting Policies

 Annex 2:
      Reference Non-Portfolio Net
 Assets/Liabilities Calculation

 Annex 3:
      Reference Balance Sheet

 Annex 4:
      Reference Owned Portfolio Assets
 Amount Calculation

 Exhibit A:
      Employment Agreement Parties

 Exhibit B:
      Form of Transition Services
 Agreement

 Exhibit C:
      Form of Intellectual Property
 Assignment Agreement

 Exhibit D:
      Eligibility Criteria

 Exhibit E:
      Credit Requirements

 Exhibit F:
      Form of Representation
 and Warranty Insurance Policy

 Exhibit G:
      Governance Plan

 Exhibit H:
      Transaction Steps

  

 v

  

  

 STOCK PURCHASE AGREEMENT

  

 THIS STOCK PURCHASE AGREEMENT
(this “ Agreement ”), dated as of June 11, 2026, is made by and among United Community Bank, a South Carolina state-chartered
bank (“ Seller ”), Navitas TopCo LLC, a Delaware limited liability company (“ Purchaser ”), and, solely
for purposes of the Specified Provisions, United Community Banks, Inc., a Georgia corporation (“ Parent ”).

  

 RECITALS

  

 WHEREAS, Seller owns 100%
of the issued and outstanding shares of Navitas Credit Corp., a Florida corporation (the “ Finance Company ”) and NLFC
Reinsurance Corp., a Tennessee corporation (the “ Reinsurance Company ” and, together with the Finance Company, the
 “ Companies ” and individually, each a “ Company ”);

  

 WHEREAS, the Companies own
and operate the Business;

  

 WHEREAS, Parent, Seller and
the Companies intend to cause the Transaction Steps to be completed at or prior to the Closing, as applicable;

  

 WHEREAS, at the Closing,
Seller desires to sell and transfer, and Purchaser desires to purchase, all of Seller’s right, title and interest in and to the
Company Shares and the Business for cash, upon the terms and subject to the conditions set forth in this Agreement;

  

 WHEREAS, concurrently with
the execution and delivery of this Agreement, and as a material inducement to Seller’s willingness to enter into this Agreement,
WAYS (the “ Guarantor ”), has delivered to Seller a limited guarantee (the “ Limited Guarantee ”),
pursuant to which the Guarantor has agreed to guarantee, subject to the terms and limitations set forth therein, certain obligations
of Purchaser under this Agreement, including the payment of the Termination Fee and certain other specified monetary obligations arising
in connection with the Transactions; and

  

 WHEREAS, concurrently with
the execution and delivery of this Agreement and as a condition and material inducement to Purchaser’s willingness to enter into
this Agreement, each of the individuals set forth on Exhibit A has duly executed and delivered to Purchaser an employment
agreement in respect of their employment with the Finance Company or the Reinsurance Company, as applicable, to be effective as of the
Closing (collectively, the “ Employment Agreements ”).

  

 NOW, THEREFORE, in consideration
of the foregoing, the representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable
consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereby agree as follows:

  

  

  

 Article I

DEFINITIONS

  

 Section 1.1             Definitions .
Capitalized terms used in this Agreement shall have the meanings assigned to them in this Section 1.1 or as separately defined
elsewhere in this Agreement.

  

 “ Accounting Principles ”
means (a) the specific accounting policies set forth on Annex 1 , (b) to the extent not inconsistent with clause (a) above,
and solely to the extent consistent with GAAP, the same accounting methods, policies, practices, and procedures, including classifications,
used by the Companies in the preparation of the Finance Company Financial Statements and the Reinsurance Company Financial Statements,
each as of December 31, 2025, and (c) GAAP, provided that, in the event of a conflict, clause (c) shall take precedence
over clauses (a) and (b) and if such accounting policies described in clause (b) are inconsistent with clause (a), clause
(a) shall control.

  

 “ Action ”
 means any action, claim, assessment, suspension, inquiry, examination, charge, enforcement action, mediation, suit, hearing, audit,
investigation, arbitration, regulatory limitation or other proceeding (in each case, whether public or private, civil or criminal, at
Law or in equity, or by or before, or otherwise involving, any Governmental Entity, mediator or arbiter).

  

 “ Affiliate ”
means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled
by, controlling, or is under common control with, such Person. The term “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto. Notwithstanding
the foregoing, for all purposes of this Agreement, except for the purposes of Section 7.2 (Publicity), Section 7.3(d)  (Confidentiality),
 Section 7.9(c)  (Antitrust Filings), Section 7.16 (No Negotiations), Section 9.3 (Effect of Termination),
 Section 9.4 (Termination Fee), Section 10.3 (Legal Waiver), Section 10.4(a)  (Indemnification
Obligations), Section 10.4(f)(v)  (Indemnification Obligations), Section 11.1 (Assignment; Binding Effect),
 Section 11.16 (Disclaimer of Representations and Warranties), Section 11.17 (Non-Recourse), and the definitions
of “Burdensome Condition,” “Confidential Information,” “Debt Financing Sources,” “Purchaser
Indemnified Parties,” “Purchaser Non-Released Claims” and “Purchaser Related Parties” (and, for purposes
of clarity, in any provision in which such definition is used for purposes of applying such term to an Affiliate identified in such term),
in no event shall Wafra, any investment fund, investment vehicle or managed accounts, and any other similar entities affiliated with,
or managed or advised by, Wafra or its Affiliates, or any direct or indirect portfolio company or portfolio investment of the foregoing,
or any direct or indirect equityholders, limited partners, general partners, members, managers, or stockholders of the foregoing, be
considered, deemed or determined to be an Affiliate of Purchaser. Prior to the Closing, each Company shall be considered an “Affiliate”
of Seller, and, as of and after the Closing, each Company shall be considered an “Affiliate” of Purchaser.

  

 “ AI Technologies ”
means an engineered or machine-based system, software, model, tool, utility or other technology, whether developed in-house or by a third
party, that, for a given set of human-defined objectives, generates outputs such as predictions, recommendations or decisions, influencing
real or virtual environments, and that operates (in whole or in part) through data-driven, learning-based, or otherwise non-deterministic
or adaptive methods. This includes, but is not limited to, artificial intelligence, automated decision making, or machine learning technologies.

  

 2

  

  

 “ Associated Person ”
means any directors, officers, employees, agents and/or independent contractors of Seller, any Related Party of Seller, the Business,
the Finance Company or Reinsurance Company, as applicable.

  

 “ Base Purchase Price ”
means an amount equal to (a) the Owned Portfolio Assets Amount as of the Effective Time (which amount shall not exceed $2,150,000,000),
 plus (b) the product of (x) and (y), where (x) equals 0.07346 and (y) equals the lesser of (i) $1,756,008,306
and (ii) the Owned Portfolio Assets Amount as of the Effective Time.

  

 “ Benefit
Plan ” means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA,
and all other compensation or benefit plans, programs, policies, practices, agreements or arrangements, including any stock option, stock
purchase, restricted stock, equity or equity-based compensation, incentive, deferred compensation, disability, hospitalization, health,
medical, retiree medical or life insurance, fringe benefit, tax gross-up, tuition reimbursement, flexible spending account or scholarship,
pension, retirement, profit-sharing, savings, supplemental retirement, retention, bonus, commission, employment, consulting, change in
control, unemployment benefits, sick leave, vacation pay, paid time off, termination or severance, or any other similar plans, programs,
policies, practices, agreements or arrangements, in each case, whether written or unwritten, (a) that are maintained, contributed
to or sponsored by, or required to be contributed to by, Seller, any Company, or any of their Affiliates for the benefit of any current
or former employee, officer, director, or other individual service provider of any Company, (b) with respect to which any Company
is a party, or (c) with respect to which any Company could reasonably be expected to have any Liability, including Liability on
account of an ERISA Affiliate.

  

 “ Burdensome Condition ”
means any measure, requirement, obligation, commitment, limitation or condition: (a) requiring the holding separate, license, sale,
divestiture, transfer or other disposition of any assets, properties, businesses, operations or leases of the Companies or the Business,
except as, individually or in the aggregate, is not, and would not reasonably be expected to be, adverse to the assets, revenues, results
of, operations or financial condition of the Companies or the Business in any material respect; (b) requiring any limitation on
the conduct or actions of Purchaser that would, individually or in the aggregate, reasonably be expected to have an adverse effect on
governance or information rights necessary for Purchaser to operate the Companies or the Business as currently conducted following the
Closing in any material respect, after giving effect to permissible alternative arrangements; (c) relating to, or with respect to,
Purchaser, any of its Investors or any of their respective Affiliates (excluding the Companies or the Business), in connection with the
Transaction; and/or (d) requiring the disclosure of any proprietary information about Wafra’s, any other Investor’s
or any of their respective Affiliates’ organizational structure, operations or investors, or any non-public personal information
about Wafra’s, any other Investor’s or any of their respective Affiliates’ control persons or other beneficial owners
or requiring such persons or owners to take any action in such capacity (excluding, for purposes of clarity, disclosures pertaining directly
to WAYS (and not its direct or indirect investors), its Subsidiaries and/or Wafra (and not its direct or indirect investors)).

  

 3

  

  

 “ Business ”
 means the businesses conducted by, or on behalf of, and the operations of, each Company in the twelve (12)-month period immediately
preceding the date hereof, in the period between the date hereof and Closing and/or any business anticipated to be conducted by any Company
for which such Company, Seller or any of its Affiliates (in each case, on behalf of such Company) has taken bona fide and measurable
steps to pursue.

  

 “ Business Day ”
means any day other than a Saturday, a Sunday or a day on which banks in Georgia, New York, or South Carolina or other state or jurisdiction
of Purchaser or any Investor are authorized by law or executive order to be closed.

  

 “ Business Equipment ”
means any and all equipment, machinery, tools, motors, devices, apparatus, furniture, fixtures, furnishings, vehicles, computer hardware,
parts, software, and other tangible personal property and goods, in each case, wherever located, that is the subject of an Equipment
Financing or Third Party Serviced Contract, and including all accessories, attachments, additions, replacements, improvements, substitutions,
and accessions thereto, together with all manuals, instructions, and documentation relating thereto.

  

 “ Cash ”
means, without duplication, the aggregate amount of cash, cash equivalents and marketable securities that are immediately convertible
into cash without penalty of the Companies, in each case, solely to the extent held in the name of, or on behalf of, or deposited in
accounts controlled by, any of the Companies, and shall (a) include (i) any uncashed or uncleared checks that have been received
by the Companies and (ii) wire transfers, deposits and other receipts in transit received for the account of the Companies that
are not yet credited to the account of the Companies, and (b) exclude (i) any uncashed or uncleared checks written by any of
the Companies, (ii) outbound wire transfers, drafts or other withdrawals of the Companies that are still outstanding or yet to clear,
and (iii) any Restricted Cash; provided , however , the definition of “Cash” shall not include any amount
included in the calculation of Closing Non-Portfolio Net Assets/Liabilities or the Owned Portfolio Assets Amount (or any correlative
definition thereof).

  

 “ Closing Cash ”
means the aggregate amount of Cash held by the Companies as of the Effective Time, as calculated in accordance with the Accounting Principles.
Notwithstanding anything to the contrary in this Agreement, “Closing Cash” shall be reduced by any use of cash or cash equivalents,
or activity involving cash or cash equivalents, that would violate Section 7.1(b)  of this Agreement, any distribution
of cash, and any use of cash to satisfy Transaction Expenses or repay Indebtedness, between the Effective Time and Closing. Notwithstanding
the foregoing, in calculating the amount of Closing Cash as of the Effective Time as adjusted pursuant to the immediately foregoing sentence,
if the aggregate amount of Closing Cash is in excess of $30,000,000, then Closing Cash will be equal to $30,000,000.

  

 “ Closing Indebtedness ”
means the aggregate amount of Indebtedness of the Companies as of immediately prior to the Closing, as calculated in accordance with
the Accounting Principles.

  

 “ Closing Non-Portfolio
Net Assets/Liabilities ” means the amount equal to (a) the book value of the non-portfolio assets of the Companies, minus
(b) the book value of the non-portfolio liabilities of the Companies, in each case as of the Effective Time and, in each case, calculated
in accordance with the Accounting Principles and, solely to the extent consistent therewith, the same accounting methods, policies, practices,
and procedures used to prepare the Reference Non-Portfolio Net Assets/Liabilities Calculation.

  

 4

  

  

 “ COBRA ”
means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, or similar state or local Law.

  

 “ Code ”
means the United States Internal Revenue Code of 1986, as amended.

  

 “ Commercial Financing
Disclosure Laws ” means all Laws requiring the delivery of disclosures in connection with offers or extensions of commercial
financing.

  

 “ Company Benefit
Plan ” means any Benefit Plan sponsored or maintained solely by a Company.

  

 “ Company Data ”
means all data, information and data compilations contained in the IT Systems of Seller or any of its Affiliates, including Personal
Data and confidential information, that are used by a Company or necessary to the Business.

  

 “ Company Employees ”
means, collectively, those individuals employed by a Company as of the applicable date of determination, whether active or inactive,
including any employees of Seller or any of its Affiliates (other than any Company) who primarily perform services for the Business as
listed in Section 4.14(c)(i)  of the Finance Company Disclosure Schedule.

  

 “ Company Privacy
Policies ” means each written privacy policy, notice, representation, or statement of either Company relating or made pursuant
to any Data Privacy, AI, and Security Requirements, including any such policy, notice, representation or statement, relating to the data
protection, Processing, security, collection, storage, disclosure or transfer of any Personal Data.

  

 “ Company Shares ”
means the Finance Company Common Stock and the Reinsurance Company Common Stock (which shall constitute 100% of the issued and outstanding
Equity Securities of the Companies).

  

 “ Compensatory Tax
Obligations ” means, with respect to any compensatory payments or benefits to be paid prior to, or on or after, the Closing,
the employer’s portion of any applicable Taxes relating to any such compensatory payments or benefits, including any payroll, social
security, social insurance, employment or similar Taxes, or any Tax “gross up” or similar obligations made or required to
be made on or in respect of such payments or benefits, calculated in a manner consistent with the Accounting Principles.

  

 “ Concentration Limits ”
has the meaning set forth on Schedule 1.1(a) .

  

 “ Contract ”
means, with respect to any Person, any written or oral agreement, indenture, debt instrument, instrument, contract, executory contract,
side letter, transaction documents, agreements or arrangements of any kind, or commitment or undertaking of any nature (including leases,
subleases, licenses, mortgages, notes, bonds (including surety bonds), guarantees, sublicenses, subcontracts, letters of intent and purchase
orders), to which such Person or any of its Subsidiaries is a party or by which any of them is bound or to which any of their properties
or assets is subject, including any amendments thereto.

  

 5

  

  

 “ Controlled Group
Liability ” means any and all Liabilities (a) under Title IV of ERISA, (b) under Section 302 of ERISA, (c) under
Sections 412 and 4971 of the Code, (d) as a result of a failure to comply with the continuing coverage requirements of COBRA, (e) under
Section 502(i) or 502(l) of ERISA, or (f) with respect to a multiple employer welfare arrangement (as defined in
Section 3(40)(A) of ERISA) or a voluntary employees’ beneficiary association under Section 501(c)(9) of the
Code.

  

 “ Customer ”
means any Person who (a) is the borrower, lessee, obligor or purchaser in respect of an Equipment Financing or Third Party Serviced
Contract or otherwise a party to any Equipment Finance Contract or Third Party Serviced Contract (other than the Finance Company), (b) who
guarantees or is otherwise liable for the obligations of any such party under such Equipment Finance Contract or Third Party Serviced
Contract, or (c) otherwise acts as an intermediary or customer for an Equipment Financing or engages in Syndications with the Finance
Company.

  

 “ Data Privacy, AI,
and Security Requirements ” means all applicable Laws, industry requirements to which Seller and its Affiliates (including each
Company) (to the extent pertaining to the Business) has agreed to comply or represented compliance, Company Privacy Policies, and Contracts
relating to (a) the privacy, confidentiality, integrity, availability, collection, use, access, Processing, protection, Security
Incident notification, cross-border transfer, deletion or disclosure of Company Data or IT Systems, (b) cybersecurity (including
secure software development and Security Incident notification), or (c) AI Technologies.

  

 “ Debt Financing
Sources ” means the Persons (other than Purchaser and its Affiliates), if any, that have committed or subsequently commit, after
the date hereof, to provide or arrange or otherwise have entered into agreements in connection with all or any part of the Debt Financing
or any Alternative Financing in connection with the transactions contemplated by this Agreement (including any arrangers, agents, underwriters,
placement agents, investors or initial purchasers in connection with the Debt Financing or any Alternative Financing).

  

 “ Disclosure Schedule ”
means the Finance Company Disclosure Schedule, the Reinsurance Company Disclosure Schedule, and the Seller Disclosure Schedule, as applicable.

  

 “ Electronic
Data Room ” means the electronic data room established by or on behalf of the Companies in connection with the Transactions.

  

 “ Encumbrance ”
means any lien, encumbrance, security interest, pledge, mortgage, hypothecation, charge, preference, priority, license, deed of trust,
title or survey defect, lease, sublease, covenant, condition, option, warrant, claim, community property interest, right of others, easement
or right of way, encroachment, collateral security agreement, UCC financing statement, reservation, equitable interest, servitude, variance,
right of first refusal, right of first offer, conditional sale or other title retention agreement, proxy, restrictive covenant, restriction
on transfer of title or other similar encumbrance (including any restriction on use, voting, transfer, ownership, alienation, receipt
of income or exercise of any other attribute of ownership), voting trust, matter of record or encumbrance of any kind, except for any
restrictions arising under any applicable securities Laws.

  

 6

  

  

 “ Equipment
Finance Contract ” means any Contract evidencing an Equipment Financing.

  

 “ Equipment Financing ”
means any equipment lease, equipment finance agreement, conditional sale contract or other equipment finance credit arrangement in which
the Finance Company is (or was the original) lessor, seller, or creditor, in each case, in relation to a Third Party borrower, conditional
purchaser, or lessee in the Business, including with respect to Business Equipment.

  

 “ Equity
Financing Sources ” means one or more funds or entities advised or managed, directly or indirectly, by Wafra.

  

 “ Equity
Securities ” means, (a) if a Person is a corporation, the shares, interests, participations or other equivalents of capital
stock of such corporation, (b) if a Person is a form of entity other than a corporation, ownership interests in such form of entity,
whether membership interests, partnership interests or other such interest or (c) any option, warrant, derivative, pledge, purchase
right, conversion right, exchange right (including convertible debt), stock unit, stock appreciation right, restricted stock, performance
units, contingent value rights, “phantom” stock, calls, subscriptions, rights of first refusal, rights of first offer, or
other rights, agreements or commitments relating to or other obligation that would entitle any other Person to acquire any of the interests
of the types set forth in the foregoing clauses (a) and (b) or otherwise entitle any Person to share in the equity, profit,
earnings, losses or gains of such Person.

  

 “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as amended.

  

 “ ERISA
Affiliate ” means, with respect to any entity, trade or business, any other 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 the first entity, trade or business, or that is, or was at the relevant time, a member of the
same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

  

 “ Estimated Non-Portfolio
Net Assets/Liabilities Deficiency ” means the amount of the difference, if any, expressed as an absolute value, by which the
Estimated Non-Portfolio Net Assets/Liabilities is less than zero.

  

 “ Estimated Non-Portfolio
Net Assets/Liabilities Surplus ” means the amount of the difference, if any, expressed as an absolute value, by which the Estimated
Non-Portfolio Net Assets/Liabilities is greater than zero.

  

 “ Event of Loss ”
means, with respect to any Business Equipment, an “Event of Loss,” “Loss,” “Casualty,” “Casualty
Event” or “Total Loss” (as such term or similar term is defined in the applicable Equipment Finance Contract or Third
Party Serviced Contract (as applicable)); provided , however , that if there is not such a term or provision in the applicable
Equipment Finance Contract, Third Party Serviced Contract or Business Equipment is not subject to an Equipment Finance Contract, “Event
of Loss” shall mean that such Business Equipment does not exist or is lost, stolen, scrapped, destroyed, rendered permanently unfit
for the intended use, damaged beyond economic repair or taken or requisitioned by any Governmental Entity or any Person (other than the
Finance Company).

  

 7

  

  

 “ Exchange
Act ” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

  

 “ Excluded
Assets ” means (a) the assets and properties set forth on Schedule 1.1(b) , (b) all other assets and
properties exclusively used in the Retained Business and (c) any other assets and properties (including any Equipment Financing)
as identified by Purchaser, in good faith and acting reasonably, to constitute an Excluded Asset as a result of such asset or property
failing to conform with the Eligibility Criteria (without regard to “materiality”, “material respects” or similar
qualifiers set forth in the determination of Eligibility Criteria).

  

 “ Excluded Liability ”
means any and all Liabilities associated with, based upon, arising out of, in connection with, or relating to, any present, past or future
use or ownership of any Excluded Asset, Excluded Shared Assets and/or any present, past or future operations or conduct of the Retained
Business, in each case, whether arising or accrued before, on or after the Closing Date; provided , however , no Excluded
Shared Assets shall be deemed included in this definition of “Excluded Liability” solely to the extent, and for only so long
as, the responsibility for Liabilities in respect thereof is specifically addressed under the terms of the Transition Services Agreement.

  

 “ Excluded Shared
Assets ” means the categories of functions, services, processes, Contracts and assets set forth on Schedule 1.1(c) ; provided ,
that for purposes of clarity, no Excluded Shared Asset shall include any asset (whether tangible or intangible) or right that is owned
by the Companies or, with respect to Contracts, to which a Company is the direct contracting party thereto, including any direct lease
or license by the Companies, or otherwise comprises a Contract, asset or right that is used primarily in the Business.

  

 “ Existing Financing
Statements ” means those certain financing statements set forth on Schedule 1.1(i)  and Schedule 1.1(ii) .

  

 “ Finance Company
Common Stock ” means the common stock, no par value, of Finance Company.

  

 “ Finance Company
Disclosure Schedule ” means the disclosure schedule of Finance Company referred to in, and delivered pursuant to, this Agreement.

  

 “ Finance Company
Latest Balance Sheet ” means the balance sheet of the Finance Company dated as of March 31, 2026.

  

 “ Finance Company
Latest Balance Sheet Date ” means the date of the Finance Company Latest Balance Sheet.

  

 “ Finance Company
Registered Intellectual Property ” shall have the meaning set forth in Section 4.17(a) .

  

 “ Finance Company
Software ” means any Software that is Owned Intellectual Property.

  

 “ Financial Regulatory
Laws ” means all Laws relating to (a) the licensing or registration of lenders, lessors, brokers, servicers or collection
agencies, (b) usury, interest, and fee limitations, (c) Commercial Financing Disclosure Laws, and (d) consumer reports,
adverse action, and privacy and data security in connection with credit decisioning, servicing, or collections.

  

 8

  

  

 “ Financing ”
means the Equity Financing together with the Debt Financing (including any Alternative Financing).

  

 “ Fraud ”
means actual and intentional fraud under Delaware common law by any Person in respect of the representations and warranties made in Article III ,
 Article IV, Article V , or Article VI of this Agreement or in any certificate delivered pursuant to the terms
of this Agreement, as applicable. For the avoidance of doubt, “Fraud” does not include constructive fraud or any torts based
on negligence or recklessness.

  

 “ GAAP ”
means U.S. generally accepted accounting principles, as in effect as of the date of this Agreement.

  

 “ Governmental
Entit y” means any governmental, regulatory (including any Insurance Regulator) or administrative authority (including
any agency, bureau, board, commission, court, department, official, political subdivision, tribunal, insurance department or other instrumentality
of any government, or any nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any
nature), whether foreign, domestic, federal, provincial, state or local, any self-regulatory organization (including any securities exchange),
any arbitrational tribunal or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental
or quasi-governmental authority.

  

 “ Governmental
Order ” means any action, claim, assessment, suspension, inquiry, examination, charge, enforcement action, mediation,
suit, hearing, audit, investigation, arbitration, regulatory limitation or other proceeding (in each case, whether public or private,
civil or criminal, at Law or in equity, or by or before, or otherwise involving, any Governmental Entity, mediator or arbiter).

  

 “ Held-for-Sale Contract ”
means any Equipment Financing (1) that is (a) originated by the Finance Company and at the time of origination is subject to
a master sale arrangement with a Third Party to purchase such Equipment Financing from the Finance Company and (b) designated on
the Closing Loan Tape to be sold by the Finance Company or Seller or any of its Affiliates (in respect of the Business) to a Third Party
on a servicing-retained basis and (2) for which the purchase price for such contract or arrangement has yet to be paid to the Finance
Company.

  

 “ HSR Act ”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

  

 “ Inbound Third Party
Serviced Contract ” means any Equipment Financing owned by the Finance Company that was originated by a Third Party and sold
to the Finance Company with servicing retained by such Third Party.

  

 “ Incremental Asset
Premium ” means an amount equal to the greater of (a) $0 and (b) the product of (x) and (y), where (x) equals
0.04 and (y) equals the difference between the Owned Portfolio Assets Amount as of the Effective Time (which amount shall not exceed
$2,150,000,000) and $1,756,008,306; provided , however , in no event shall the “Incremental Asset Premium” exceed
$15,759,667.76.

  

 9

  

  

 “ Indebtedness ”
means, with respect to the Companies, without duplication, the aggregate amount of all indebtedness, Liabilities and other obligations
(including any unpaid principal, premium, accrued and unpaid interest, prepayment premiums, penalties, related expenses, make-whole payments,
indemnities, breakage costs (including breakage fees payable on termination of arrangements), commitment and other fees, reimbursements
and all other amounts payable in connection therewith, whether accrued, fixed or contingent, mature or inchoate, known or unknown, reflected
on a balance sheet or otherwise, of such Person) in respect of, any (a) borrowed money, including any amounts owed by either Company
to Seller or its Affiliates, (b) credit facility, (c) note, bond, debenture, mortgage, UCC financing statement or other debt
security or similar interest, (d) conditional sale or other title retention agreements relating to property purchased by such Person,
(e) letters of credit, surety bonds, bankers’ acceptances, or similar facilities, (f) leases required by GAAP to be categorized
as capitalized leases (other than operating leases), (g) interest rate cap, option, derivatives, swap, collar or similar transactions
or hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated as of the particular
time of determination), (h) deferred purchase price of property or services, including any outstanding “earn out” and
similar obligations with respect to any acquisition (which shall be calculated at the maximum potential amount due), (i) unpaid
dividends and/or distributions or other amounts payable in respect of previously declared dividends, loans or other amounts owed to Seller
or its Affiliates, (j) deferred revenue and/or collected but unearned revenue, (k) secured by an Encumbrance (other than a
Permitted Encumbrance) upon property owned by any of the Companies, (l) the Tax Liability Amount, (m) any outstanding (whether
or not accrued), earned or unpaid bonuses (as such amounts are calculated assuming that each key performance indicator applicable to
any such bonus is achieved at 100% of the target amount for the fiscal year or fiscal quarter, as applicable), commissions, incentive
payments, or other compensation or benefits, (n) any amounts in respect of accrued but unused vacation and other paid time off that
become payable as a result of any termination of employment or other service occurring prior to the Closing, but remain unpaid as of
immediately prior to the Closing, (o) severance in respect of any termination of employment or other service that occurs (or for
which notice is provided) on or prior to the Closing, (p) employer contributions not yet made to Qualified Plans that relate to
compensation earned on or prior to the Closing, (q) unfunded or underfunded deferred compensation, post-termination welfare, insurance
and pension benefits, in each case, together with the Compensatory Tax Obligations on or in respect of such amounts and any employer
retirement plan contributions to any Qualified Plan relating to such amounts, and (r) all guarantees provided by the Companies in
respect of the indebtedness or obligations referred to in the foregoing clauses (a) to (q); provided , however , that
Indebtedness does not include (A) any liability reflected in the calculation of “Closing Non-Portfolio Net Assets/Liabilities”,
including in respect of any applicable trade payables or accounts payable reflected therein, (B) any security deposit balance held
on behalf of Customers with respect to Equipment Financings to the extent reflected as a reduction in the calculation of the “Owned
Portfolio Assets Amount” and (C) any Intercompany Indebtedness.

  

 “ Independent Accountant ”
means a nationally recognized independent public accountant that is not providing (and during the preceding two (2)-year period has not
provided) services to Purchaser, any of the Companies or any of their respective Affiliates (or, if none is available, a nationally recognized
consulting or valuation firm) that is mutually agreeable to Seller and Purchaser (or, if Seller and Purchaser are unable to agree on
the choice of such accounting, consulting or valuation firm as applicable, then such firm will be selected by lot, after Seller and Purchaser
each submits two proposed firms and then excludes one firm designated by the other party).

  

 10

  

  

 “ Information Security
Program ” means a written information security program that complies with applicable Data Privacy, AI, and Security Requirements,
that when appropriately implemented and maintained would constitute reasonable security procedures and practices appropriate to the nature
of Company Data and IT Systems, and that is at least as stringent as one or more relevant industry standards and that includes, at a
minimum: (a) written policies and procedures regarding Company Data, and the Processing thereof; (b) administrative, technical
and physical safeguards designed to protect the security, confidentiality, availability and integrity of any Company Data and IT Systems;
(c) disaster recovery, business continuity, incident response, and security plans, procedures and facilities; (d) a vendor
and data processor cybersecurity and privacy risk management program; and (e) protections designed to prevent Security Incidents,
Malicious Code, and the loss, misuse, unauthorized access to, or disruption of, the Processing of Company Data and IT Systems.

  

 “ Insurance Regulator ”
means the Tennessee Insurance Division and, with respect to any other jurisdiction, any Governmental Entity charged with the supervision
of insurance companies in such other jurisdiction.

  

 “ Intellectual Property ”
means any and all protectable intellectual property and intellectual property rights, arising pursuant to the Laws of any jurisdiction
throughout the world (including the right to sue and recover damages, costs and attorney’s fees for past, present and future infringement,
misappropriation or dilution of same), including: (a) trademarks, service marks, trade names, and similar indicia of source or origin;
all registrations and applications for registration thereof; and the goodwill connected with the use of and symbolized by the foregoing;
(b) copyrights and all registrations and applications for registration thereof; (c) trade secrets and know-how; (d) patents
and patent applications; (e) internet domain name registrations; and (f) other intellectual property (including software) and
related proprietary rights.

  

 “ Intercompany Indebtedness ”
means any intercompany indebtedness and other balances solely to the extent between or among the Companies.

  

 “ Intercompany Payables ”
means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are payable by Seller
or any of its Affiliates (other than the Companies) to any Company.

  

 “ Intercompany Receivables ”
means all account, note or loan receivables and all advances (cash or otherwise) or any other extensions of credit that are receivable
by Seller or any of its Affiliates (other than the Companies) from any Company.

  

 “ Investor ”
means any direct or indirect equity investor of Purchaser.

  

 “ IRS ”
means the United States Internal Revenue Service.

  

 “ IT Systems ”
means the computer systems, software, hardware, networks, and related information technology assets owned or purported to be owned by
either Company and used primarily in the conduct of the Business, but excluding any Intellectual Property related to the foregoing.

  

 11

  

  

 “ Knowledge ”
means, (a) with respect to Seller, the actual knowledge of any of the individuals set forth on Schedule 1.1(d) , after and
assuming reasonable inquiry of such individual’s direct reports, (b) with respect to the Finance Company, the actual knowledge
of the individuals set forth on Schedule 1.1(e) , after and assuming reasonable inquiry of such individual’s direct reports,
(c) with respect to Reinsurance Company, the actual knowledge of the individuals set forth on Schedule 1.1(f) , after and
assuming reasonable inquiry of such individual’s direct reports and (d) with respect to Purchaser, the actual knowledge of
any of the individuals set forth on Schedule 1.1(g) , after reasonable inquiry of such individual’s direct reports.

  

 “ Law ”
means any law (including common law), statute, code, ordinance, rule, regulation, award, writ, Governmental Order, decree, directive,
or injunction issued, promulgated, enforced or entered into by or with any Governmental Entity.

  

 “ Liability ”
means any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured,
liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise,
whenever or however arising (including, whether arising out of any Contract or tort based on negligence or strict liability) and whether
or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.

  

 “ Loan ”
means a loan originated by any Retained Entity in the ordinary course that (a) bears interest at a fixed or variable rate and requires
scheduled periodic payments of principal and interest, (b) the obligor has a contractual right to prepay the outstanding principal
balance, in whole or in part, at any time prior to maturity (subject to customary prepayment fees or make-whole provisions), and (c) is
not, and is not structured as, an equipment finance agreement, conditional sale contract, rental agreement, equipment lease (whether
a true lease or a finance lease), or any other financing arrangement in which the obligor has a “hell or high water” payment
obligation.

  

 “ Loan Tape ”
means a loan-level data file, in electronic format (including .xls or similar spreadsheet format), extracted from the servicing system
of the Finance Company, setting forth, as of a specified date, the Specified Fields for each Equipment Financing owned or serviced by
Finance Company, or the subject of a Third Party Serviced Contract, using the same methodology as the Reference Loan Tape. For the avoidance
of doubt, each Held-for-Sale Contract and Outbound Third Party Serviced Contract will be reflected as such on any Loan Tape.

  

 “ Lookback
Date ” means the date that is three (3) years prior to the date of this Agreement.

  

 “ Lookback
Period ” means the period of time between the Lookback Date and the date of this Agreement.

  

 “ Losses ”
means any and all damages, losses, awards, Taxes, Liabilities, Encumbrances, penalties, demands, assessments, settlements, deficiencies,
claims, causes of action, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including in respect
of any first-party Action and/or Third Party Claim and including reasonable out-of-pocket fees and expenses of counsel, experts and other
professionals, and the reasonable out-of-pocket costs of investigation, in each case, to the extent actually incurred in the investigation,
negotiation, adjudication, settlement and/or pendency of a first-party Action and/or Third Party Claim), but excluding any punitive damages
unless payable in connection with a Third Party Claim.

  

 12

  

  

 “ Malicious Code ”
means any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus”
or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have,
any of the following functions: (a) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing
unauthorized access to, a computer system or network on which such code is stored or installed; (b) compromising the privacy or
data security of a user or damaging or destroying any data or file without the user’s consent; or (c) transmitting data.

  

 “ Material Adverse
Effect ” means, with respect to either Seller, any Company or the Business, as the case may be, any fact, effect, change, event,
circumstance, condition, occurrence or development (each, an “ Effect ”) that (a) either individually or in the
aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, results of operations or
condition (financial or otherwise) of the Business, such Person and/or any Subsidiaries thereof taken as a whole ( provided that,
with respect to this clause (a), none of the Effects to the extent arising out of the following will be taken into account in determining
whether there has been a Material Adverse Effect: (i) changes, after the date hereof, in GAAP or applicable regulatory accounting
requirements or interpretations thereof, (ii) changes, after the date hereof, in Laws of general applicability to companies in the
industries in which such Person and any of its Subsidiaries operate, (iii) changes, after the date hereof, in global, national or
regional political conditions (including any outbreak, continuation or material escalation of acts of war (whether or not declared),
cyberattacks, sabotage, an act of terrorism, or military actions, or in economic or market (including equity, credit and debt markets,
as well as changes or fluctuations in interest rates, exchange rates or inflation)) or conditions affecting the financial services industry
generally and, in each such case, not specifically related to the Business, such Person or its Subsidiaries, (iv) the occurrence
of any hurricanes, earthquakes, tornados, floods, or other natural disasters, man-made disasters or any outbreak of any epidemic, pandemic
or other public health event or emergency (including any law, directive or guideline issued by a Governmental Entity in response thereto)
and, in each such case, not specifically affecting the Business, such Person or its Subsidiaries, as applicable, (v) the public
disclosure of the execution of this Agreement or identity of Purchaser (including any effect of a Person’s relationship with its
customers or employees) (excluding any representation or warranty referencing “Material Adverse Effect” in the context of
any Effect on the execution of the Agreement, the consummation of the Transactions or the taking of actions under this Agreement), (vi) changes,
after the date hereof, in Financial Regulatory Laws applicable to companies in the industries in which such Person and any of its Subsidiaries
operate, (vii) any action expressly required by this Agreement or (viii) the failure, in and of itself, to meet internal or
published projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metrics for any period
(it being understood that the underlying cause of such decline or failure may be taken into account in determining whether a Material
Adverse Effect has occurred); except, with respect to subclauses (i), (ii), (iii), (iv), and (vi), solely to the extent that such Effect
is disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of the Business,
such Persons and its Subsidiaries, taken as a whole, as compared to other participants in the industry in which the Business, such Persons
and its Subsidiaries operate) or (b) does, or would reasonably be expected to, prevent, materially impair or materially delay (or
has so prevented, materially impaired or materially delayed) the ability of such Person to consummate the Transactions and perform all
of its material obligations hereunder and under the Transaction Agreements to which it is or will be a party.

  

 13

  

  

 “ Multiemployer
Plan ” has the meaning set forth in Section 3(37) or Section 4001(a)(3) of ERISA.

  

 “ Multiple
Employer Plan ” means 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 or 4064 of ERISA.

  

 “ Non-Permitted Transfers ”
means any assignment or transfer that, absent the consent of, or other action by, any third party or any Governmental Entity, would constitute
a breach or violation of any Contract or applicable Law (or other duty owed to such third party or Governmental Entity) or adversely
affect the rights of Purchaser or any of its Subsidiaries (including the Companies) thereunder.

  

 “ Non-Portfolio Net
Assets/Liabilities Deficiency ” means the amount of the difference (if any), expressed as an absolute value, by which the Closing
Non-Portfolio Net Assets/Liabilities, as determined pursuant to Section 2.3(d)(i) , is less than zero.

  

 “ Non-Portfolio Net
Assets/Liabilities Surplus ” means the amount of the difference (if any), expressed as an absolute value, by which the Closing
Non-Portfolio Net Assets/Liabilities, as determined pursuant to Section 2.3(d)(i) , is greater than zero.

  

 “ Open
Source Software ” means software that is distributed as “free software,” “open source software” or under
similar licensing or distribution terms including any license approved by the Open Source Initiative and listed at http://www.opensource.org/licenses .

  

 “ Organizational
Documents ” means, with respect to any Person, the memorandum and articles of association, articles of incorporation, certificate
of incorporation, charter, bylaws, articles of formation, certificate of formation, operating agreement, certificate of limited partnership,
partnership agreement, limited liability company agreement, shareholders’ agreement and all other similar formation or governing
documents of such Person in connection with the creation, formation, governance or organization of a Person, including any amendments
thereto.

  

 “ Outbound Third
Party Serviced Contract ” means any Equipment Financing serviced by the Finance Company on behalf of a Third Party as lender,
lessor or conditional seller, including any Equipment Financing sold by the Finance Company to a Third Party on a servicing-retained
basis.

  

 “ Owned Intellectual
Property ” means all Intellectual Property owned by or purported to be owned by the Finance Company as of immediately prior
to the Closing, which for the avoidance of doubt, shall not include Retained IP or Retained Shared IP.

  

 “ Owned
Portfolio Assets Amount ” means the aggregate outstanding principal balance of Equipment Financings owned by the Companies as
 calculated in accordance with the Accounting Principles and, solely to the extent consistent therewith, the same accounting methods,
policies, practices, and procedures used to prepare the Reference Owned Portfolio Assets Amount Calculation.

  

 14

  

  

 “ Paid-off Indebtedness ” means
all Indebtedness of any Company described in clauses (a), (b), (c), (g), (h), and/or (r) of the definition of “Indebtedness.”

  

 “ Permit ” means all Reinsurance
Company Permits and all Finance Company Permits and all other permits, licenses, approvals, certificates, registrations, waivers, qualifications
and other authorizations of and from any Governmental Entity under any Law or Governmental Order, in each case, necessary to operate
the Business in the ordinary course.

  

 “ Permitted
Encumbrance ” means, with respect to any Company, Seller, Purchaser, or their Subsidiaries, as applicable: (a) mechanics’,
carriers’, workers’, repairers’, materialmen’s, warehousemen’s, construction and other similar Encumbrances
arising or incurred in the ordinary course of business that secure amounts not yet due and payable or amounts the validity of which are
being contested in good faith by appropriate proceedings and for which an appropriate reserve has been established on the Finance Company
Financial Statements or Reinsurance Company Financial Statements in accordance with GAAP; (b) Encumbrances for Taxes, utilities
and other governmental charges that are not yet due and payable or are being contested in good faith by appropriate proceedings and for
which adequate reserves have been established on the Finance Company Financial Statements or Reinsurance Company Financial Statements
in accordance with GAAP; (c) Encumbrances on Business Equipment owned by the Finance Company for the benefit of the Finance Company
arising under Equipment Financings that are in the form of conditional sales contracts or equipment leases with Third Parties entered
into by the Finance Company as conditional seller or lessor, respectively, in the ordinary course of business consistent with past practice
that are either (i) reflected in the Finance Company Financial Statements as of the Finance Company Latest Balance Sheet Date or
(ii) incurred after the Finance Company Latest Balance Sheet Date in the ordinary course of business consistent with past practice,
and (d) with respect to the Finance Company Leased Real Property that are: (i) conditions that may be shown by a current, accurate
survey; (ii) easements, encroachments, restrictions, rights-of-way and any other non-monetary title encumbrances or defects; (iii) zoning,
building and other similar restrictions; or (iv) liens arising from the provisions of the applicable Finance Company Real Property
Leases; provided , however , that none of the foregoing described in this clause (d), individually or in the aggregate,
materially impair the use, title and operation of the assets or property in the Business as currently conducted.

  

 “ Person ”
means any individual, firm, bank, savings bank or association, corporation, partnership, limited liability company, association, Governmental
Entity, joint-stock company, business trust, joint venture, unincorporated organization, or other entity.

  

 “ Personal Data ”
means: (a) any information that relates to, is linked to, or is capable of being linked to an identified or identifiable individual;
or (b) any information that is defined as “personally identifiable information,” “personal information,”
 “personal data,” or other similar terms by the Data Privacy, AI, and Security Requirements.

  

 15

  

  

 “ Pre-Closing
Tax Period ” means any taxable period ending on or before the Closing Date and the portion through the end of the Closing
Date for any Straddle Period and including the Closing Date.

  

 “ Processing ,”
 “ Process ,” or “ Processed ” means any collection, access, acquisition, storage, protection, use,
recording, maintenance, operation, dissemination, re-use, disposal, disclosure, re-disclosure, deletion, destruction, sale, sharing,
transfer, modification, or any other processing (as defined by Data Privacy, AI, and Security Requirements) of Company Data or IT Systems.

  

 “ Purchaser Non-Released
Claims ” means rights, obligations, claims or causes of action (whether in contract or tort, in law or in equity, or granted
by statute or otherwise) that may be based upon, arise out of or relate to, (a) this Agreement, any other Transaction Agreement,
the R&W Policy or any of the provisions set forth herein or therein (including any claims for indemnification pursuant to Section 10.4
and/or Section 2.3 ), (b) any employment agreement or similar arrangement (including any releases, confidentiality arrangements,
undertakings and/or assignments) with employees or service providers of any of the Companies, (c) any matter unrelated to the Companies
and the Transactions, (d) Fraud, (e) any gross negligence, willful or intentional misconduct or act of fraud by any past or
present officer, director, manager or executive of any of the Companies, and/or (f) any commercial or trade agreements or arrangements
in effect between Seller or its Affiliates, on the one hand, and any “portfolio company” (as such term is commonly understood
in the private equity industry) of Purchaser or any of its Affiliates, on the other hand.

  

 “ Purchaser Related
Party ” means Purchaser, each Investor, their respective Affiliates and each of its and their respective past, present or future
equityholders, members, general or limited partners, shareholders, investors, managers, directors, officers, controlling persons, employees,
agents, trustees and their respective representatives, predecessors, heirs, successors and assigns (including, after the Closing, the
Companies).

  

 “ Qualified
Plan ” means each Benefit Plan that is intended to be qualified under Section 401(a) of the Code.

  

 “ Reference
Balance Sheet ” means the unaudited consolidated balance sheet of the Companies as of the Reference Balance Sheet Date,
set forth on Annex 3 .

  

 “ Reference
Balance Sheet Date ” means March 31, 2026.

  

 “ Reference Loan
Tape ” means that certain Loan Tape delivered to Purchaser on June 10, 2026 via the Intralinks data room entitled “Project
CAP”.

  

 “ Reference Non-Portfolio
Net Assets/Liabilities Calculation ” means the sample calculation of the Closing Non-Portfolio Net Assets/Liabilities as of
March 31, 2026, set forth on Annex 2 .

  

 “ Reference
Owned Portfolio Assets Amount Calculation ” means the sample calculation of the Owned Portfolio Assets Amount as of March 31,
2026, set forth on Annex 4 .

  

 16

  

  

 “ Reference Statement ” means,
as applicable, (a) the Reference Balance Sheet, (b) the Reference Non-Portfolio Net Assets/Liabilities Calculation, (c) the
Reference Owned Portfolio Assets Amount Calculation and (d) the Reference Loan Tape.

  

 “ Reference Tape
Date ” means May 31, 2026.

  

 “ Reinsurance Company
Common Stock ” means the common stock, no par value, of Reinsurance Company.

  

 “ Reinsurance Company
Disclosure Schedule ” means the disclosure schedule of Reinsurance Company referred to in, and delivered pursuant to, this Agreement.

  

 “ Reinsurance Company
Latest Balance Sheet ” means the balance sheet of the Reinsurance Company dated as of March 31, 2026.

  

 “ Reinsurance Company
Latest Balance Sheet Date ” means the date of the Reinsurance Company Latest Balance Sheet.

  

 “ Reinsurance Regulatory Laws ”
means all Laws issued, promulgated or enforced by any Insurance Regulator which are applicable to reinsurance companies.

  

 “ Related Claims ”
means all claims or causes of action (whether in contract or tort, in law or in equity, or granted by statute or otherwise) that may
be based upon, arise out of or relate to this Agreement, the Transaction Agreements and any other document or instrument delivered pursuant
to this Agreement or the Transaction Agreements, or the negotiation, execution, termination, validity, interpretation, construction,
enforcement, performance or non-performance of this Agreement or the Transaction Agreements or otherwise arising from the Transactions
or the relationship between the parties (including any claim or cause of action based upon, arising out of or related to any representation
or warranty made in or in connection with, or as an inducement to enter into, this Agreement or the Transaction Agreements).

  

 “ Related
Party ” means any present officer, director, or shareholder of any Company or any Affiliate of any Company.

  

 “ Representatives ”
means, with respect to any Person, any of such Person’s directors, managers, or other members of such Person’s governing
body, officers, employees, agents, advisors, Affiliates and representatives (including attorneys, accountants, consultants, bankers,
and financial advisors).

  

 “ Restricted
Cash ” means, as of the Effective Time, the sum of any cash or cash equivalents of any of the Companies that is not freely usable
as a result of any restrictions, limitations or Taxes on use or distribution by Law or Contract, including (a) security deposits
and other cash collateral held by third parties, security deposits held on behalf of third parties, cash held as collateral with respect
to high deductible or other insurance policies, credit card receivables and cash securing letters of credit, surety bonds, performance
bonds, bankers’ acceptances and similar instruments issued for the account of any of the Companies, (b) any insurance or other
proceeds received with respect to any casualty, condemnation or litigation to the extent the corresponding liability has not been discharged,
if such liability has not been included in Indebtedness, Transaction Expenses or as a liability in Closing Non-Portfolio Net Assets/Liabilities,
and (c)  all Cash that is, directly or indirectly, subject to restrictions, limitations or imposition of any Taxes or adverse
Tax consequences (or similar charge or fee) on use or distribution by Law, Contract or otherwise; provided , that “Restricted
Cash” shall exclude any such cash to the extent there is a (i) any security deposit balance held on behalf of Customers with
respect to Equipment Financings to the extent reflected as a reduction in the calculation of the “Owned Portfolio Assets Amount”
or (ii) corresponding liability for such cash reflected in the calculation of “Closing Non-Portfolio Net Assets/Liabilities.”

  

 17

  

  

 “ Restructuring Transactions ”
means the transactions contemplated under this Agreement in Section 7.15 (Transaction Steps) and Section 7.28
(Wrong Pockets).

  

 “ Retained Business ”
means the businesses conducted by Parent and its Subsidiaries (excluding the Companies), other than the Business, which for the avoidance
of doubt includes the origination and servicing of Loans.

  

 “ Retained Entities ”
means Parent and all of the direct and indirect Subsidiaries of Parent other than the Companies.

  

 “ Retained IP ”
means all Intellectual Property owned or controlled by the Retained Entities that is exclusively used, held for use, developed, acquired,
or licensed in connection with the operation of the Retained Business, whether before, on, or after the Closing Date, and whether such
Intellectual Property exists as of the Closing Date or is developed, conceived, reduced to practice, authored, created, acquired, or
obtained thereafter, including trademarks; provided, however, that Retained IP shall not include any Owned Intellectual Property.

  

 “ Retained Shared
IP ” means all Intellectual Property, excluding Retained IP and Owned Intellectual Property, that is used in the conduct of
the Business as of the Closing Date, owned by the Retained Entities including as set forth on Schedule 7.23 .

  

 “ Securities
Act ” means the Securities Act of 1933, as amended.

  

 “ Securities
Laws ” means the Securities Act, the Exchange Act, and any other applicable state, foreign or federal securities Laws.

  

 “ Security Incident ”
means any material unauthorized Processing of Company Data, any Personal Data breach (as defined by Data Privacy, AI, and Security Requirements),
any unauthorized access or disruption to the IT Systems, or any incident involving any of the foregoing that may require notification
to any Person under Data Privacy, AI, and Security Requirements.

  

 “ Seller
Disclosure Schedule ” means the disclosure schedule of Seller referred to in, and delivered pursuant to, this Agreement.

  

 “ Software ”
means all (a) computer programs, including all software implementations of algorithms, models and methodologies, whether in source
code, executable code or object code, (b) databases and compilations, including all data and collections of data, whether machine
readable or otherwise, (c) descriptions, flow charts and other work product used to design, plan, organize and develop any of the
foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, (d) websites,
social media networks and apps, and (e) documentation, including user manuals and other training documentation, related to any of
the foregoing.

  

 18

  

  

 “ Specified Fields ”
means the categories of information and the fields to apply to any Loan Tape (including the Reference Loan Tape) as set forth on Schedule
1.1(h) .

  

 “ Specified
Provisions ” means, without limiting any obligation of Parent to take action as an Affiliate of Seller, each of Sections  3.9
(No Other Representations or Warranties), 7.1 (Conduct of Business), 7.2 (Publicity), 7.3(b) , 7.3(c)  and
 7.3(d)  (Confidentiality), 7.7 (Access to Information; Records Preservation), 7.8 (Regulatory Approvals), 7.9
(Antitrust Filings), 7.10(b)  and 7.10(f)  (Director and Officer Liability; Indemnification), 7.11 (Certain
Consents), 7.16 (No Negotiations), 7.23 (Background IP License), 7.24 (Non-Solicitation; Non-Competition), 7.27
(Insurance), 7.28 (Wrong Pockets), 7.15 (Transaction Steps), 10.3(b)  (Legal Waiver), 11.1 (Assignment;
Binding Effect) and 11.19 (Parent Guarantee), and each definition referencing Parent.

  

 “ Straddle
Period ” means any taxable year or period beginning on or before and ending after the Closing Date.

  

 “ Subsidiary ”
of a Person means a corporation, partnership, limited liability company or other business entity of which a majority of the shares of
voting securities is at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly, through
one or more intermediaries, or both, by such Person.

  

 “ Syndication ”
means any equipment lease, equipment financing arrangement, conditional sales contract or other credit arrangement that is originated,
owned and serviced by a Third Party as lessor, lender or conditional seller pursuant to which the Finance Company receives a fee from
a Third Party but does not otherwise own, originate or service such contract or arrangement.

  

 “ Syndication
Contract ” means any Contract evidencing a Syndication.

  

 “ Tax ”
means (a) any U.S. federal, state, local, or non-U.S. tax, charge, duty, levy or other similar assessment in the nature of a tax,
including income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits,
environmental, capital stock, franchise, profits, withholding, social security, unemployment, disability, property, personal property,
sales, use, transfer, registration, value added, ad valorem, alternative or add-on minimum, surplus lines, estimated or other tax or
any similar charge in the nature of a tax, together with any interest, penalty or addition thereto and (b) any liability for the
payment of amounts determined by reference to amounts described in clause (a) as a result of being or having been a member of any
group of corporations that files, will file, or has filed Tax Returns on a combined, consolidated, unitary or similar basis, as a result
of any obligation under any agreement or arrangement (including any tax sharing arrangement), as a result of being a transferee or successor,
or by contract or otherwise.

  

 19

  

  

 “ Tax Liability Amount ”
means, without duplication, an amount (not to be less than zero) equal to the aggregate liability for unpaid income Taxes of the Companies
for any Pre-Closing Tax Period with respect to the jurisdictions in which any Company has historically filed a Tax Return (including
for this purpose 2025) or in which any Company commenced activities and became subject to income Tax on or after January 1, 2026.
In determining the Tax Liability Amount, (i) all unpaid income Tax liabilities with respect to Pre-Closing Tax Periods and Straddle
Periods shall be calculated consistent with Section 7.12(c), (ii) such calculations and determinations shall take into account
(and be reduced by) any payments of estimated income Taxes and overpayments of Taxes with respect to a particular jurisdiction that are
paid or remitted prior to the Closing Date for such particular jurisdiction, in each case, in respect of the Companies, (iii) such
calculations and determinations shall exclude any income Taxes attributable to (A) transactions undertaken by Purchaser or any of
its Affiliates (including, after the Closing, the Companies) after the Closing on the Closing Date that are outside the ordinary course
of business (consistent with past practices) and not expressly provided for by this Agreement, (B) any Section 336(e) Election
(which for the avoidance of doubt, any such income Taxes attributable to a Section 336(e) Election shall be borne separately
by Seller on the applicable consolidated group Tax Return of Seller), or (C) any financing or refinancing arrangements entered into
at any time by or at the direction of Purchaser or any of its Affiliates, (iv) such calculations and determinations shall exclude
deferred Tax assets and deferred Tax liabilities established for GAAP purposes to reflect timing differences between book and Tax income,
and (v) any liabilities for accruals or reserves for contingent income Taxes or with respect to uncertain Tax positions shall be
excluded.

  

 “ Tax
Return ” means any return, declaration, report, claim for refund or information return or statement of Taxes, including
any schedule or attachment thereto, and including any amendment thereof, filed or required to be filed with any Taxing Authority.

  

 “ Taxing
Authority ” means any Governmental Entity responsible for the imposition, determination, assessment or collection of any Tax
or the administration of Tax Laws.

  

 “ Third Party ”
means any Person, other than Purchaser, Parent, Seller or the Companies or their respective Affiliates.

  

 “ Third
Party Serviced Contract ” means any equipment lease, equipment finance agreement, conditional sale contract or other equipment
finance credit arrangement that is (a) an Outbound Third Party Serviced Contract, (b) an Inbound Third Party Serviced Contract,
or (c) a Held-for-Sale Contract .

  

 “ Transaction Agreements ”
means this Agreement, the Employment Agreements, the Commitment Letters, the Limited Guarantee, the Transition Services Agreement, the
Intellectual Property Assignment Agreement and each other agreement, document or certificate contemplated by this Agreement to be executed
in connection with the transactions contemplated by this Agreement, including those certain Agreements to be entered into in connection
with the Restructuring Transactions.

  

 20

  

  

 “ Transaction Expenses ”
means, without duplication, all unpaid fees, costs, charges, expenses, obligations, payments, Liabilities and awards that are incurred
by, or on behalf of, or subject to reimbursement by, any of the Companies prior to, on or after the Closing (regardless of whether invoiced
prior to the Closing) in connection with this Agreement and the documents contemplated hereunder, and the transactions contemplated hereby
or thereby, or any other transactions undertaken by Seller, its Affiliates or any of the Companies with respect to the sale of Company
Shares or material assets of any of the Companies, in each case to the extent remaining unpaid or unsatisfied as of the Effective Time,
including the sum of (a) all fees, costs and expenses of any of the Companies, or for which any of the Companies are liable, related
to or arising from the negotiation, preparation and consummation of this Agreement or the transactions contemplated hereby (including
all investment banking fees, broker’s fees, finder’s fees, commissions, data room provider fees, advisory fees, legal fees
and accounting fees); (b) any fees payable by the Companies to any Governmental Entity or other third party, in each case, in connection
with the contemplation, negotiation, documentation, efforts to consummate or consummation of the Transactions; (c) any Transaction
Payments; (d) any fees and expenses resulting from the change of control of any of the Companies, any Restructuring Transactions
or otherwise payable in connection with the receipt of a consent or approval pursuant to the terms of the applicable Contracts; (e) the
fees and expenses of the electronic data room; and (f) fifty percent (50%) of the costs and expenses to procure the Tail Policies
required pursuant to Section 7.10 (if and to the extent not paid by the Companies prior to Closing); provided , however ,
that any fees, costs, charges, expenses, obligations, payments, Liabilities and awards (A) that are expressly included or reflected
as a liability in the determination of Closing Non-Portfolio Net Assets/Liabilities or (B) incurred after Closing solely as the
result of actions taken by, or at the direction of, Purchaser (other than in connection with any fees, costs, charges, expenses, obligations
or other payments incurred by Purchaser or any of the Companies in connection with the reasonable remediation, or satisfaction, of a
Liability in respect of any matter that was not, but should have been, included in the Finance Company Disclosure Schedule, the Reinsurance
Company Disclosure Schedule and/or the Seller Disclosure Schedule), in each case of clauses (A) and (B), shall not be considered
Transaction Expenses.

  

 “ Transaction
Payments ” means all transaction, retention, stay, success, change of control or similar bonuses, severance (excluding any double-trigger
severance obligations that result from a termination of employment initiated following the Closing by or at the direction of Purchaser)
or other similar compensatory payments or Liabilities entered into or promised by any Company or its Affiliates prior to the Closing
(other than at the written request of Purchaser) that are or become payable or reimbursable by such Company prior to, on or after the
Closing Date to any Person as a result of or in connection with the consummation of the Transactions (whether alone or in connection
with another event), in each case, together with the Compensatory Tax Obligations on or in respect of such amounts and any employer retirement
plan contributions to any Qualified Plan relating to such amounts.

  

 “ Transaction
Tax Deductions ” means, without duplication, all items of loss or deduction for income Tax purposes that are deductible under
Law and attributable to (a) the capitalized financing costs and expenses and any prepayment premium or fee as a result of the payoff
or satisfaction of any Indebtedness of any Company in connection with the Closing, (b) the aggregate amount of all other deductible
fees, costs and expenses incurred by any Company in connection with the Transactions, and (c) the employer portion of any
employment or payroll Taxes with respect to any compensatory amounts included in clause (a) . For the purposes of calculating the
amount of the Transaction Tax Deductions, the Companies shall be assumed to have made an election under Revenue Procedure 2 Transactions
011-29, 2011-18 IRB, to treat seventy percent (70%) of any success-based fees that were paid by such Company as an amount that did not
facilitate the Transactions and, therefore, treat seventy percent (70%) of such costs as deductible.

  

 21

  

  

 “ Transactions ”
means the transactions contemplated by this Agreement, including the Restructuring Transactions and the Transaction Agreements.

  

 “ Transfer
Taxes ” means any sales, use, goods and services, stock transfer, real property transfer, transfer, stamp, conveyance,
registration, documentary, recording or similar Taxes imposed on or in respect of the direct or indirect acquisition of the Companies
pursuant to this Agreement.

  

 “ Transition Services
Agreement ” means a Transition Services Agreement substantially in the form set forth on Exhibit B hereto.

  

 “ UCC ”
means the Uniform Commercial Code (or any similar or equivalent statute or law) as in effect in any applicable jurisdiction.

  

 “ Wafra ”
means Wafra Inc., a Delaware corporation.

  

 “ WAYS ”
means Wafra Alternative Yield Strategies Fund A LP, a Bermuda limited partnership.

  

 Section 1.2             Other
Defined Terms . Each of the following terms is defined in the Section set forth opposite such term:

  

 Terms
 Section

 Acquisition Proposal
 Section 7.16

 Agreement
 Preamble

 Allocation Schedule
 Section 7.12(h)

 Alternative Financing
 Section 7.18(b)

 Basket
 Section 10.4(d)(ii)

 Benefits Exclusions
 Section 7.6(a)

 Closing
 Section 2.4

 Closing Date
 Section 2.4

 Closing Date Payment
 Section 2.3(c)(i)

 Closing Loan Tape
 Section 7.20(b)

 Combined Company
 Section 7.24(c)

 Commitment Letters
 Section 6.10(a)

 Companies

 Company

 Recitals

 Recitals

 Company Specified Form
 Section 4.16(e)

 Company Specified Policy
 Section 4.16(r)

 Competitive Activities
 Section 7.24(c) 

 Confidential Supervisory Information
 Section 11.15

 Confidentiality Agreement
 Section 7.3(a) 

 Continuing Employee
 Section 7.6(a)

 Credit Requirements
 Section 7.1(b)(xxvi)

 D&O Indemnified Parties
 Section 7.10(a)

 Debt Commitment Letters
 Section 6.10(a)

 Debt Financing
 Section 6.10(a)

  

 22

  

  

 Debt Financing Source Related Parties
 Section 7.18(e)

 Direct Claim
 Section 10.4(f)(i)

 Disclosing Party
 Section 7.7(d)

 Dispute Notice
 Section 10.4(f)(ii)

 Dispute Period
 Section 10.4(f)(ii)

 Disputed Items
 Section 2.3(d)(iv)

 Effect
 Section 1.1

 Effective Time
 Section 2.4(b)

 Eligibility Criteria
 Section 4.16(q)

 Employment Agreements
 Recitals

 Enforceability Exceptions
 Section 3.3(b)

 Equity Commitment Letter
 Section 6.10(a)

 Equity Financing
 Section 6.10(a)

 Estimated Base Purchase Price
 Section 2.3(a)(i)

 Estimated Closing Cash

 Estimated Closing Indebtedness

 Estimated Incremental Asset Premium

 Estimated Non-Portfolio Net
 Assets/Liabilities

 Estimated Transaction Expenses

 Final Closing Statement

 Final Closing Statement Initial Deadline

 Finance Company

 Section 2.3(a)(vi)

 Section 2.3(a)(v)

 Section 2.3(a)(iii)

 Section 2.3(a)(iv)

 Section 2.3(a)(vii)

 Section 2.3(d)(i)

 Section 2.3(d)(i)

 Recitals

 Finance Company Affiliate Arrangement
 Section 4.22(a)

 Finance Company Financial Statements
 Section 4.5

 Finance Company Leased Real Property
 Section 4.8(b)

 Finance Company Material Contract
 Section 4.15(a)

 Finance Company Permits
 Section 4.12(b)

 Finance Company Real Property Leases
 Section 4.8(b)

 Finance Company Registered Intellectual Property
 Section 4.17(a)

 Finance Company Unaudited Annual Financial Statements
 Section 4.5

 Finance Company Unaudited Interim Financial Statements
 Section 4.5

 Governance Plan
 Section 7.29(b)

 Governmental Filings
 Section 3.4(a) 

 Guaranteed Obligations

 Guarantor

 Section 11.19(a)

 Recitals

 Indemnification Excess Amount
 Section 10.4(g)(i)

 Indemnified Party
 Section 10.4(f)

 Indemnifying Party
 Section 10.4(f)

 Initial Closing Statement
 Section 2.3(a)

 Insurance Costs
 Section 10.4(g)(i)

 Insurance Coverage
 Section 7.27(a)

 Intellectual Property Assignment Agreement
 Section 2.5(b)(ix)

 Interim Period
 Section 7.1(a)

 Key Service Provider
 Section 7.1(b)(ii)

 Leave Employee
 Section 7.6(e)

 Lender
 Section 6.10(a)

 23

  

  

 Lenders
 Section 6.10(a)

 Limited Guarantee
 Recitals

 Major Supplier
 Section 4.15(a)(xvii)

 Marks
 Section 7.26

 Material Contracts
 Section 4.15(a)

 Objection Notice
 Section 2.3(d)(iv)

 Out-of-scope Information
 Section 7.8(b)

 Outside Date
 Section 9.1(a)

 Parent
 Preamble

 Payoff Letters
 Section 8.2(f)

 Permitted Activities

 Pre-Closing Intercompany Assignments

 Section 7.24(c)

 Section 4.22(a)

 Purchase Price
 Section 2.2

 Purchaser
 Preamble

 Purchaser Certificate
 Section 8.3(c)

 Purchaser Fundamental Representations
 Section 10.1(b)

 Purchaser Indemnified Parties

 Purchaser Indemnified Party

 Section 10.4(a)

 Section 10.4(a)

 Purchaser Parties
 Section 10.3(a)

 Purchaser Plans
 Section 7.6(c)

 Purchaser Prepared Returns
 Section 7.12(f)

 R&W Policy
 Section 7.14

 R&W Policy Costs
 Section 7.14

 Reinsurance Company
 Recitals

 Reinsurance Company Affiliate Arrangement
 Section 5.21

 Reinsurance Company Financial Statements
 Section 5.5(a)

 Reinsurance Company Material Contract
 Section 5.15(a)

 Reinsurance Company Permits
 Section 5.12(b)

 Requesting Party
 Section 7.7(d)

 Required Amount
 Section 6.5

 Requisite Regulatory Approvals
 Section 7.8(b)

 Retained IP
 Section 7.23

 Review Period
 Section 2.3(d)(iii)

 RWI Protected Persons
 Section 7.14

 Section 336(e) Elections

 Seller

 Section 7.12(g)

 Preamble

 Seller Certificate
 Section 8.2(d)

 Seller Fundamental Representations
 Section 10.1(a)

 Seller Indemnified Parties
 Section 10.4(b)

 Seller Non-Released Claims
 Section 10.3(b)

 Seller Related Parties

 Seller Related Party

 Section 10.3(a)

 Section 10.3(a)

 Share Purchase

 Solvent

 Section 2.1

 Section 6.6

 Tail Policies
 Section 7.10(b)

 Tax Contest
 Section 7.12(l)

  

 24

  

  

 Termination Fee
 Section 9.4(a)

 Territory
 Section 7.24(c)

 Third-Party Approvals
 Section 7.28(c)

 Third Party Claim
 Section 10.4(f)(i)

 Transaction Steps
 Section 7.15

 Willful Breach
 Section 9.3

  

 25

  

  

 Article II

PURCHASE AND SALE

  

 Section 2.1             Purchase
and Sale of the Shares . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall
purchase, acquire and accept from Seller, and Seller shall sell, transfer, convey, and deliver to Purchaser, free and clear of all Encumbrances
(other than restrictions on transfer arising under applicable securities Laws) all of the Company Shares (including all of Seller’s
right, title and interest in and to the Company Shares) (the “ Share Purchase ”), in consideration for the Purchase
Price.

  

 Section 2.2             Purchase
Price . Upon the terms and subject to the conditions set forth in this Agreement, the aggregate purchase price Purchaser shall be
required to pay to Seller shall be an aggregate amount equal to (i) the Base Purchase Price, plus (ii) the Incremental
Asset Premium (if any), plus (iii) the Closing Cash, plus (iv) the Non-Portfolio Net Assets/Liabilities Surplus
(if any), minus (v) the Closing Indebtedness (if any), minus (vi) the Non-Portfolio Net Assets/Liabilities Deficiency
(if any), and minus (vii) the Transaction Expenses, in each case of clauses (i) through (vii), as such amounts shall
be adjusted pursuant to Section 2.3(a)  (prior to Closing) and Section 2.3(d)  (following Closing) (as
adjusted, the “ Purchase Price ”).

  

 Section 2.3             Closing
Date Payment; Purchase Price Adjustment .

  

 (a)            Initial
Closing Statement . On the fifth (5th) Business Day prior to the anticipated Closing Date, Seller shall prepare (or cause to be prepared)
and deliver to Purchaser a written statement (as shall be updated for current information as of two (2) Business Days immediately
preceding the Closing Date, and as otherwise may be updated prior to the Effective Time pursuant to Section 2.3(b) , the “ Initial
Closing Statement ”) of the Companies setting forth (i) an estimated pro forma (after taking into account the Restructuring
Transactions) balance sheet of each Company as of the anticipated Effective Time as presented in a format consistent with the Reference
Balance Sheet (including, for the avoidance of doubt, all general ledger reference codes used in the calculation of the Owned Portfolio
Assets Amount), (ii) the Closing Loan Tape prepared in a manner consistent with the Reference Loan Tape (including, for the avoidance
of doubt, a reconciliation tab with active links to the loan-level data file) and Section 7.20(b) , and (iii) Seller’s
good faith estimates of the following, each set forth in reasonable detail and estimated to be as of the Effective Time:

  

 (i)            Base
Purchase Price (the “ Estimated Base Purchase Price ”);

  

 (ii)           unpaid
Paid-off Indebtedness, if any, as specified in a Payoff Letter delivered by any holders of Paid-off Indebtedness necessary to satisfy
in full as of the Closing all unpaid obligations of the Companies with respect to such unpaid Paid-off Indebtedness;

  

 (iii)           the
Incremental Asset Premium, if any (the “ Estimated Incremental Asset Premium ”);

  

 (iv)           Closing
Non-Portfolio Net Assets/Liabilities (the “ Estimated Non-Portfolio Net Assets/Liabilities ”) and any Estimated Non-Portfolio
Net Assets/Liabilities Surplus or Estimated Non-Portfolio Net Assets/Liabilities Deficiency, as the case may be;

  

 26

  

  

 (v)           Closing
Indebtedness (the “ Estimated Closing Indebtedness ”);

  

 (vi)          Closing
Cash (the “ Estimated Closing Cash ”);

  

 (vii)          Transaction
Expenses (the “ Estimated Transaction Expenses ”); and

  

 (viii)         the
resulting Closing Date Payment based on the foregoing estimates, together with reasonable back-up information, work papers, schedules
and documents used for the determination of the estimated amounts and any other information as reasonably requested by Purchaser.

  

 (b)            The
Initial Closing Statement (including all estimations, calculations and determinations made therein) shall be made and prepared in good
faith and in accordance with the definitions in this Agreement and the Accounting Principles, and presented in the same manner and format
consistent with the applicable Reference Statement. After the delivery of the Initial Closing Statement and until Closing, subject to
any customary documentation (if any) reasonably requested by the external accountants of the Companies related to access (subject to
any applicable requirements set forth in Section 7.7 ) to work papers, Purchaser and its accountants and other representatives
shall be permitted (i) reasonable access during normal business hours to review Seller’s, its Affiliates’ and the Companies’
books and records and any work papers that were used in the preparation of the Initial Closing Statement (to the extent pertaining to
the Business) and (ii) to make reasonable inquiries of Seller or any of its Affiliates (in respect of the Business) and the Companies
and their accountants and employees regarding questions concerning or disagreements with the Initial Closing Statement arising in the
course of their review thereof, and Seller and the Companies shall use commercially reasonable efforts to cause any such accountants
and employees to cooperate with and respond to such inquiries. The Initial Closing Statement (including all estimations, calculations
and determinations made therein) shall be subject to reasonable review and comment by Purchaser, and Seller shall consider in good faith
revising the Initial Closing Statement to reflect any reasonable comments made by Purchaser (if any) thereon that are consistent with
the Accounting Principles and definitions herein; provided , that Seller’s good faith determination of whether to incorporate
or reject such comments shall in all events control for purposes of determining the Initial Closing Statement.

  

 (c)            Closing
Date Payment . At the Closing, Purchaser shall pay (or cause to be paid, including causing to be paid by a Company or on behalf of
a Company at its direction, and, for purposes of clarity, without duplication for any payments contemplated by the Transaction Steps):

  

 (i)            to
Seller the amount in cash, calculated as follows (the “ Closing Date Payment ”): (A) the Estimated Base Purchase
Price, plus (B) the Estimated Incremental Asset Premium (if any), plus (C) the Estimated Closing Cash,
 plus (D) the Estimated Non-Portfolio Net Assets/Liabilities Surplus (if any), minus (E) the Estimated Closing
Indebtedness (if any), minus (F) the Estimated Non-Portfolio Net Assets/Liabilities Deficiency (if any), minus (G) the
Estimated Transaction Expenses;

  

 27

  

  

 (ii)            to
any holders of Paid-off Indebtedness of the Companies, the amounts required to pay off such Paid-off Indebtedness in full as of the Closing
pursuant to the applicable Payoff Letters; and

  

 (iii)           in
full, on behalf of the Companies, the amount of all Transaction Expenses set forth on Schedule 2.3(c)(iii)  by wire transfer
of immediately available funds to the account(s) designated by each Person to whom such Transaction Expenses are to be paid as set
forth in the invoices previously provided by the Companies to Purchaser with respect thereto; provided that any amounts treated
as compensation to a current or former employee of the Finance Company shall be paid to the Finance Company, which shall pay the respective
payee such amount, less applicable withholding Taxes and other Compensatory Tax Obligations, through the Finance Company’s payroll;

  

 provided ,
 however , in no event shall Purchaser be required to pay, or deliver, any amount at Closing that is greater than as reflected in
the Initial Closing Statement as initially delivered to Purchaser pursuant to Section 2.3(a) , notwithstanding any incremental
updates thereto up to Closing.

  

 (d)           Final
Closing Statement; Post-Closing Adjustment .

  

 (i)             As
promptly as practicable, but no later than ninety (90) days following the Closing Date (the “ Final Closing Statement Initial
Deadline ”), Purchaser shall prepare and deliver to Seller a statement (the “ Final Closing Statement ”) consisting
of (A) the balance sheet of each of the Companies as of the Closing, as presented in a format consistent with the Reference Balance
Sheet, and (B) a calculation of (1) Base Purchase Price as of the Effective Time, (2) Incremental Asset Premium (if any)
as of the Effective Time, (3) Closing Indebtedness (if any) as of immediately prior to the Closing, (4) Closing Cash as of
the Effective Time, (5) Closing Non-Portfolio Net Assets/Liabilities as of the Effective Time, (6) any Non-Portfolio Net Assets/Liabilities
Deficiency or Non-Portfolio Net Assets/Liabilities Surplus, as the case may be, as of the Effective Time, (7) Transaction Expenses
and (8) the resulting Purchase Price and computation thereof. The Final Closing Statement, and each component thereof, shall be
prepared in good faith and determined in accordance with the definitions in this Agreement and the Accounting Principles and, as applicable,
presented in a format consistent with the applicable Reference Statement. The failure to deliver the Final Closing Statement by the Final
Closing Statement Initial Deadline is solely procedural, and the failure to strictly adhere to such timing is not a material condition
to exercising the rights of Purchaser under this Section 2.3(d) , and, further, Seller recognizes that delay may occur if
Seller, its Affiliates or their respective representatives do not provide cooperation in accordance with this Section 2.3(d) .

  

 (ii)           In
connection with Purchaser’s preparation of the Final Closing Statement, Seller shall, and shall cause its Representatives (including
its accountants), upon reasonable advance notice and during normal business hours (for purposes of providing reasonable assistance to
Purchaser and its Representatives in connection with the preparation of the Final Closing Statement) to: (A) provide Purchaser and
its Representatives with reasonable access to books, records, reports, workpapers and other similar materials that relate to the Business
and that are in the possession of, or accessible by, Seller or its Affiliates or Representatives; (B) permit Purchaser and its Representatives
to discuss the foregoing with employees of Seller and its Affiliates and Representatives; and (C) cause Seller, its Affiliates’
or Representatives’ employees and accounting advisors to reasonably cooperate with Purchaser’s, the Companies’ and
their respective Representatives’ preparation of the Final Closing Statement; provided , that such access and cooperation
shall be conducted in a manner that does not unreasonably interfere with the normal business operations of Seller or its Affiliates.

  

 28

  

  

 (iii)          Following
the delivery of the Final Closing Statement, Seller shall have thirty (30) days (the “ Review Period ”) to review the
Final Closing Statement and the components thereof. Purchaser shall provide Seller and its accounting advisors and accounting personnel
reasonable access during normal business hours upon reasonable advance notice to Purchaser, the Companies and their respective accounting
advisors and accounting personnel, as applicable, and the records and work papers prepared by Purchaser or Purchaser’s accountants,
in each case, relating to the preparation of the Final Closing Statement or the components thereof; provided , that such access
shall be conducted in a manner that does not unreasonably interfere with the normal business operations of Purchaser, any Company or
any of their respective Affiliates; provided , further , that Purchaser’s and the Companies’ accountants shall
not be obligated to make any work papers available to Seller or its advisors or personnel except in accordance with such accountants’
normal disclosure procedures and then only after Seller (and, if applicable, its applicable Representatives) has signed a customary agreement
relating to such access to work papers in form and substance reasonably acceptable to such accountants .

  

 (iv)           If
Seller disagrees with the Final Closing Statement’s reflection of the calculation of (A) Base Purchase Price, (B) Incremental
Asset Premium (if any), (C) Closing Indebtedness, (D) Closing Cash, (E) Closing Non-Portfolio Net Assets/Liabilities,
(F) any Non-Portfolio Net Assets/Liabilities Deficiency or Non-Portfolio Net Assets/Liabilities Surplus and/or (G) Transaction
Expenses, as the case may be, and (H) the resulting calculation of the Purchase Price, it shall notify Purchaser, on or prior to
the last day of the Review Period, of such disagreement in writing (the “ Objection Notice ”), which shall specify in
good faith (1) the items in dispute, (2) the rationale for such disagreement, (3) the dollar amounts of any adjustments
that are necessary in Seller’s judgment, and (4) reasonable support for each of the foregoing. Any matters not identified
in the Objection Notice as being in dispute shall be deemed to have been accepted by Seller and shall be conclusive and binding on Seller
and Purchaser upon the expiration of the Review Period. In the event that any such Objection Notice is timely provided, Seller and Purchaser
shall, during the thirty (30) days following such delivery of such Objection Notice (or such longer period as they may mutually agree),
each use good faith efforts to reach an agreement as to any matters identified in such Objection Notice as being in dispute. If Seller
and Purchaser are unable to resolve all such matters identified in the Objection Notice as being in dispute during such thirty (30)-day
period, they shall promptly submit the remaining disputed items (the “ Disputed Items ”) to the Independent Accountant
for resolution pursuant to Section 2.3(e) .

  

 (v)            The
amounts set forth on the Final Closing Statement (and the final determination of the components thereof) shall be deemed finally and
conclusively determined for purposes of this Agreement upon the earliest to occur of (A) the failure of Seller to deliver an Objection
Notice to Purchaser within the Review Period, (B) the mutual written resolution of all disputes pursuant to Section 2.3(d)(iv)  by
Purchaser and Seller, and (C) the resolution of all Disputed Items by the Independent Accountant pursuant to Section 2.3(e) .
Without limiting the generality of the foregoing, for purposes of clarity, prior to the final resolution of the amounts on the Final
Closing Statement (and the final determination of all of the components thereof), all items in the Final Closing Statement that do not
comprise Disputed Items shall be deemed finally and conclusively determined for purposes of this Agreement upon the delivery of the Objection
Notice.

  

 29

  

  

 (e)            Adjustment
Dispute Resolution . If Seller and Purchaser are unable to reach agreement concerning the Final Closing Statement pursuant to Section 2.3(d)(iv) ,
they shall (i) jointly engage the Independent Accountant to conduct a special review of the Disputed Items that remain unresolved,
(ii) submit such Disputed Items to the Independent Accountant for resolution pursuant to this Section 2.3(e) ,
(iii) instruct the Independent Accountant to conduct a special review of the Disputed Items for the purpose of final determination
of the amounts set forth on the Final Closing Statement in accordance with the requirements set forth in this Section 2.3(e) ,
and (iv) enter into a customary engagement letter with the Independent Accountant at such time upon terms as reasonably agreed upon
between Purchaser and Seller. As promptly as practicable following the Independent Accountant’s engagement, Purchaser and Seller
shall each reasonably promptly prepare and submit a written presentation to the Independent Accountant with respect to any such Disputed
Items, and, following the delivery of such presentations, each of Purchaser and Seller shall promptly provide their assertions regarding
the Disputed Items in writing to the other party contemporaneously with such party’s submission to the Independent Accountant.
No party hereto shall have any ex parte communication with the Independent Accountant in its capacity as such. Purchaser and its
Representatives, on the one hand, and Seller and its Representatives, on the other hand, shall not disclose to the Independent Accountant
any settlement discussions (or the contents thereof) between Purchaser and Seller without the prior written consent of the other. The
Independent Accountant shall be instructed to render its determination with respect to such Disputed Items as soon as reasonably practicable
(which the parties hereto agree each shall use commercially reasonable efforts to cause the Independent Accountant to render its determination
not later than forty-five (45) days after initial submission of the written presentation of the Disputed Items from the parties to the
Independent Accountant) in a written report setting forth the Independent Accountant’s calculation of the Disputed Items (which
calculation shall be within the range of dispute in respect of each Disputed Item between the relevant amounts set forth on the Final
Closing Statement and the Objection Notice). In making such determination and calculations, the Independent Accountant shall be directed
to (A) consider only the Disputed Items based solely on written submissions by Purchaser and Seller in accordance with this Section 2.3(e)  applying
the definitions and provisions of this Agreement and the methodologies set forth in the Accounting Principles, (B) serve as an expert
in accounting, and not an arbitrator, (C) make its determination only on the Disputed Items, (D) not conduct an independent
review or investigation and (E) not render a decision in excess of the higher, nor less than the lower, of the amounts advocated
in the Final Closing Statement and the Objection Notice with respect to such disputed line item. The parties agree that the procedures
set forth in this Section 2.3(e)  for resolving disputes with respect to the Final Closing Statement shall be the sole
and exclusive method for resolving any such disputes and the determinations rendered in the substance of the report of the Independent
Accountant and shall be final and binding upon Seller and Purchaser (and not subject to review or appeal), absent a showing of manifest
error or fraud; provided , that this provision shall not prohibit Purchaser or Seller from instituting litigation to enforce any
final determination of the Final Closing Statement (or any component thereof) by the Independent Accountant pursuant to this Section 2.3(e) ,
to compel any party to submit any books, records and other information (including work papers) to the Independent Accountant pursuant
to and in accordance with the terms hereof, in any court or other tribunal of competent jurisdiction in accordance with Section 11.2 ,
or to seek recovery pursuant to Section 10.4. Disputes regarding a legal interpretation of this Agreement shall be resolved
pursuant to Section 11.2 . It is the intent of the parties hereto to have any final determination of the Final Closing Statement
(and components thereof) by the Independent Accountant proceed in an expeditious manner; provided , that any deadline or time period
contained in this Section 2.3(e)  may be extended or modified by the written agreement of Purchaser and Seller, and the
parties agree that the failure of the Independent Accountant to strictly conform to any deadline or time period contained herein shall
not be a basis for seeking or to overturn any determination rendered by the Independent Accountant which otherwise conforms to the terms
of Section 2.3(e) . Purchaser, on the one hand, and Seller, on the other hand, shall each pay their own fees and expenses
in respect of the activities contemplated under this Section 2.3(e) . The fees, costs and expenses of the Independent Accountant
shall be allocated to and borne by Purchaser and Seller based on the inverse of the percentage that the Independent Accountant’s
determination (before such allocation) bears to the total amount of all items in dispute as originally submitted to the Independent Accountant.
For example, should the items in dispute total in amount to one thousand dollars ($1,000) and the Independent Accountant awards six hundred
dollars ($600) in favor of Seller’s position, sixty percent (60%) of the costs of its review would be borne by Purchaser and forty
percent (40%) of the costs would be borne by Seller. The parties hereto shall make available to the Independent Accountant (if applicable)
such books, records and other information (including work papers) that the Independent Accountant may reasonably request in order to
review the Final Closing Statement and the Objection Notice.

  

 30

  

  

 (f)             Payment
Upon Final Determination of Adjustments .

  

 (i)             If
(A) the sum of (1) the Base Purchase Price, plus (2) the Incremental Asset Premium (if any) plus (3) the
Non-Portfolio Net Assets/Liabilities Surplus (if any), plus (4) the Closing Cash, minus (5) the Closing Indebtedness,
 minus (6) the Non-Portfolio Net Assets/Liabilities Deficiency (if any), minus (7) the Transaction Expenses, in
each case as finally determined in accordance with this Section 2.3 , represents an aggregate amount that is less than (B) the
sum of (1) the Estimated Base Purchase Price, plus (2) the Estimated Incremental Asset Premium (if any), plus
(3) the Estimated Non-Portfolio Net Assets/Liabilities Surplus, plus (4) the Estimated Closing Cash, minus (5) the
Estimated Closing Indebtedness, minus (6) the Estimated Non-Portfolio Net Assets/Liabilities Deficiency, minus (7) the
Estimated Transaction Expenses, then, no later than five (5) Business Days after the Purchase Price is finally determined in accordance
with this Section 2.3 , Seller shall pay to Purchaser an amount equal to the difference between subclauses (A) and (B) above
(expressed as a positive number) by delivery of immediately available funds in accordance with payment instructions provided in writing
by Purchaser to Seller.

  

 (ii)            If
(A) the sum of (1) the Base Purchase Price, plus (2) the Incremental Asset Premium (if any) plus (3) the
Non-Portfolio Net Assets/Liabilities Surplus (if any), plus (4) the Closing Cash, minus (5) the Closing Indebtedness,
 minus (6) the Non-Portfolio Net Assets/Liabilities Deficiency (if any), minus (7) the Transaction Expenses, in
each case as finally determined in accordance with this Section 2.3 , represents an amount that is greater than (B) the
sum of (1) the Estimated Base Purchase Price, plus (2) the Estimated Incremental Asset Premium (if any), plus
(3) the Estimated Non-Portfolio Net Assets/Liabilities Surplus, plus (4) the Estimated Closing Cash, minus (5) the
Estimated Closing Indebtedness, minus (6) the Estimated Non-Portfolio Net Assets/Liabilities Deficiency, minus (7) the
Estimated Transaction Expenses, then, no later than twelve (12) Business Days after the Purchase Price is finally determined in accordance
with this Section 2.3 , Purchaser shall pay to Seller an amount equal to the difference between subclauses (A) and (B) above
by delivery of immediately available funds in accordance with payment instructions provided in writing by Seller to Purchaser.

  

 31

  

  

 (iii)           Any
payments made to any party pursuant to this Section 2.3(f)  shall constitute an adjustment of the Purchase Price for
Tax purposes and shall be treated as such by Purchaser and Seller on their Tax Returns to the greatest extent permitted by the applicable
Law.

  

 Section 2.4             Closing .

  

 (a)           The
closing of the Share Purchase and consummation of the Transactions (the “ Closing ”) shall take place remotely and through
the mutual exchange via email of executed copies of documents (including in “portable document format” (.pdf) form or by
any other electronic means intended to preserve the original graphic and pictorial appearance of a document), at 9:00 a.m. Eastern
time following the twelfth (12th) Business Day after the satisfaction or waiver (by the party entitled to such waiver and subject
to applicable Law) of the latest to occur of the conditions set forth in Article VIII (other than those conditions that by
their nature only can be satisfied at the Closing, but subject to the satisfaction or waiver (by the party entitled to such waiver and
subject to applicable Law) of those conditions at such time), unless another date, time or place is agreed to in writing by the parties
hereto; provided , that the Closing shall not occur prior to August 3, 2026. The date on which the Closing occurs is referred
to in this Agreement as the “ Closing Date ”.

  

 (b)             Effective
Time. The Closing shall be deemed effective as of 12:01 A.M., Eastern time on the Closing Date or at such other time as Seller
and Purchaser shall agree to in writing (such time is referred to as the “ Effective Time ”); provided , however ,
any use of cash or cash equivalents, or activity involving cash or cash equivalents, that would violate Section 7.1(b)  between
the Effective Time and Closing shall be construed in favor of Purchaser in determining the calculation of the Purchase Price.

  

 Section 2.5              Closing
Deliverables .

  

 (a)             Purchaser
Deliverables . At the Closing, Purchaser shall deliver to Seller:

  

 (i)             the
Closing Date Payment in accordance with Section 2.3(c)(i)  by wire transfer of immediately available funds in U.S. dollars
to one bank account, which shall be designated in writing by Seller to Purchaser no later than five (5) Business Days prior to the
Closing Date;

  

 (ii)           the
Purchaser Certificate; and

  

 (iii)          a
duly executed counterpart of the Transition Services Agreement.

  

 (b)            Seller
Deliverables . At the Closing (or prior to Closing as specified below), Seller shall deliver to Purchaser:

  

 (i)             stock
certificates evidencing ownership of the Company Shares to Purchaser, together with duly executed stock powers or similar assignments,
in form and substance reasonably acceptable to Purchaser, assigning and transferring the Company Shares to Purchaser;

  

 32

  

  

 (ii)           an
IRS Form W-9 of Seller;

  

 (iii)          the
Seller Certificate;

  

 (iv)          the
Transition Services Agreement, duly executed by Seller and the Finance Company;

  

 (v)           duly
executed resignations provided pursuant to Section 7.25 ;

  

 (vi)          the
Tail Policies, duly bound and effective as of the Closing Date, together with evidence of payment of the full premium therefor;

  

 (vii)         each
of the consents and approvals described on Schedule 2.5(b)(vii) , in form and substance reasonably acceptable to Purchaser;

  

 (viii)        true
and complete copies of the resolutions duly adopted by the board of directors, board of managers or similar governing body of each Company
authorizing such Company’s execution, delivery and performance of any Transaction Agreements to which such Company is a party and
the consummation of the Transactions;

  

 (ix)           the
Intellectual Property Assignment Agreement, duly executed by Seller and the Finance Company, substantially in the form attached hereto
as Exhibit C (the “ Intellectual Property Assignment Agreement ”);

  

 (x)            at
least five (5) Business Days prior to the Closing, the Payoff Letters and any other evidence reasonably satisfactory to Purchaser
that all security interests and other Encumbrances on the assets (including UCC-3 termination statements with respect to the Existing
Financing Statements set forth on Schedule 1.1(i) ) of each Company have been released prior to or will be released simultaneously
with the Closing;

  

 (xi)           a
payoff letter from BofA Securities, Inc., duly executed and in full force and effect, in form and substance reasonably satisfactory
to Purchaser; and

  

 (xii)           a
certificate of Parent and Seller, dated as of the Closing Date and signed by a duly authorized officer of Parent and Seller, (A) certifying
(1) that attached thereto are true and complete copies of all Organizational Documents of the Companies and resolutions adopted
by the board of directors of each of Parent and Seller authorizing Parent’s and Seller’s execution, delivery and performance
of this Agreement and the other Transaction Agreements and the consummation of the Transactions and (2) that all such resolutions
are in full force and effect and are all the resolutions adopted by each of Parent and Seller in connection with the transactions contemplated
hereby and thereby; (B) listing the names and signatures of the officers of each of Parent and Seller who signed this Agreement
and the other Transaction Agreements to which Parent or Seller, as applicable, is or will be a party; (C) including a certificate
of existence of Seller from the Secretary of State of South Carolina dated no more than thirty (30) days prior to Closing; and (D) including
a certificate of status or certificate of existence, as applicable, of each Company from the Secretary of State of their respective states
of incorporation, dated no more than thirty (30) days prior to Closing.

  

 33

  

  

 Section 2.6             Withholding .
Purchaser, Seller, and each of their Affiliates shall be entitled to deduct and withhold from any amount otherwise payable pursuant to
this Agreement such amounts as are required to be withheld and pai…