| 9) |
参与本公司与母公司代表及其财务和法律顾问之间的某些讨论和谈判; |
| 10) |
审查了合并协议、某些贷款人于2023年9月10日发出的承诺函（“承诺函”）以及某些相关文件;以及 |
| 11) |
执行了此类其他分析，查看了此类其他信息，并考虑了我们认为合适的其他因素。 |
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 management’s 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 Company’s 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.
我们担任了
公司董事会与此交易有关的财务顾问，并将收取我们的服务费，其中很大一部分取决于合并的完成。在本报告日期前的两年内，我们为该公司提供了财务咨询和融资服务，并收取了与此类服务有关的费用。摩根士丹利亦可能寻求于未来向母公司及本公司及其
各自联属公司提供财务顾问及融资服务，并预期就提供该等服务收取费用。
请注意，摩根士丹利是一家从事证券、投资管理和个人财富管理业务的全球
金融服务公司。我们的证券业务从事证券承销、交易和经纪活动、外汇、商品和
衍生品交易、大宗经纪，以及提供投资银行、融资和财务咨询服务。摩根士丹利、其联属公司、董事及高级职员可随时按本金基准投资或管理基金，该等基金投资于、
持有好仓或淡仓、融资仓，并可为其本身或其客户的账户买卖或以其他方式安排及进行交易，以买卖母公司、本公司或任何其他
公司的债务或股本证券或贷款，或任何货币或商品，或任何相关衍生工具。
B-2
