| 9) |
參與本公司與母公司代表及其財務和法律顧問之間的某些討論和談判; |
| 10) |
審查了合併協議、某些貸款人於2023年9月10日發出的承諾函（“承諾函”）以及某些相關文件;以及 |
| 11) |
執行了此類其他分析，查看了此類其他信息，並考慮了我們認為合適的其他因素。 |
We have assumed and relied upon, without independent verification, the accuracy and completeness of the information
that was publicly available or supplied or otherwise made available to us by the Company and formed a substantial basis for this opinion. With respect to the financial projections and managements estimation of the early termination payment in
respect of the tax receivables agreement, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the
Company. In addition, we have assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the
Parent will obtain financing in accordance with the terms set forth in the Commitment Letter, and that the definitive Merger Agreement will not differ in any material respect from the draft thereof furnished to us. Morgan Stanley has assumed that in
connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect
on the contemplated benefits expected to be derived in the proposed Merger. We are not legal, tax, or regulatory advisors. We are financial advisors only and have relied upon, without independent verification, the assessment of the Parent and the
Company and its legal, tax, or regulatory advisors with respect to legal, tax or regulatory matters. We do not express any view on, and this opinion does not address, any other term or aspect of the Merger Agreement or the transactions contemplated
thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith, including, without limitation, the tax receivable agreement or any arrangements relating to
such agreement. We express no opinion with respect to the fairness of the amount or nature of the compensation to any of the Companys officers, directors or employees, or any class of such persons, relative to the Consideration to be received
by the holders of shares of the Company Common Stock in the transaction. We have not made any independent valuation or appraisal of the assets or liabilities of the Company or the Parent, nor have we been furnished with any such valuations or
appraisals. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the
assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.
我們擔任了
公司董事會與此交易有關的財務顧問，並將收取我們的服務費，其中很大一部分取決於合併的完成。在本報告日期前的兩年內，我們為該公司提供了財務諮詢和融資服務，並收取了與此類服務有關的費用。摩根士丹利亦可能尋求於未來向母公司及本公司及其
各自聯屬公司提供財務顧問及融資服務，並預期就提供該等服務收取費用。
請注意，摩根士丹利是一家從事證券、投資管理和個人財富管理業務的全球
金融服務公司。我們的證券業務從事證券承銷、交易和經紀活動、外匯、商品和
衍生品交易、大宗經紀，以及提供投資銀行、融資和財務諮詢服務。摩根士丹利、其聯屬公司、董事及高級職員可隨時按本金基準投資或管理基金，該等基金投資於、
持有好倉或淡倉、融資倉，並可為其本身或其客户的賬户買賣或以其他方式安排及進行交易，以買賣母公司、本公司或任何其他
公司的債務或股本證券或貸款，或任何貨幣或商品，或任何相關衍生工具。
B-2
