Confidential

The Board of Directors

January 9, 2022

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(v)

reviewed certain internal financial forecasts, estimates, and other data relating to the business and financial prospects of the Company that were provided to us by the management of the Company, approved for our use by Parent, and not publicly available, including financial forecasts and estimates for the fiscal years ending December 31, 2022, through December 31, 2024, prepared by the management of the Company;

(vi)

reviewed certain estimates of cost savings for the fiscal years ending March 31, 2023 through March 31, 2025, and potential revenue enhancements for the fiscal years ending March 31, 2023 through March 31, 2027 (collectively, the “Transaction Effects”), in each case, prepared by the management of Parent and approved for our use by Parent;

(vii)

conducted discussions with members of the senior management of Parent and Company concerning the business, operations, historical financial results, and financial prospects of Parent and the Company, the Transaction Effects and the Transaction;

(viii)

reviewed current and historical market prices of the Parent Stock and the Company Stock;

(ix)

reviewed certain financial and stock market data of Parent and the Company and compared that data with similar publicly available data for certain other companies;

(x)

reviewed certain pro forma effects relating to the Transaction, including the effects of anticipated financings, prepared by management of Parent and approved for our use by Parent; and

(xi)

conducted such other financial studies, analyses and investigations, and considered such other information, as we deemed necessary or appropriate.

In connection with our review, with your consent, we have assumed and relied upon, without independent verification, the accuracy and completeness, of the information provided to, discussed with, or reviewed by us for the purpose of this opinion. In addition, with your consent, we have not made any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Parent or the Company, or any of their respective subsidiaries, nor have we been furnished with any such evaluation or appraisal. With respect to the financial forecasts, estimates, Transaction Effects and pro forma effects referred to above, we have assumed, with your consent and based on advice of management of Parent and the Company, that they have been reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the management of Parent and the Company as to the future financial performance of their respective companies. We express no opinion with respect to such forecasts or estimates (including any Transaction Effects or pro forma effects). We have also made certain assumptions, with your consent, with respect to the treatment of and/or adjustments under the terms of the Convertible Senior Notes Indentures and the Capped Call Documentation (both as defined in the Agreement), in connection with the Transaction. We have also assumed, with your consent, that the Transaction will have the tax consequences contemplated by the Agreement. This opinion does not address any legal, regulatory, taxation, or accounting matters, as to which we understand that you have obtained such advice as you deemed necessary from qualified professionals, and we have assumed the accuracy and veracity of all assessments made by such advisors to Parent with respect to such matters. Our opinion is necessarily based on economic, monetary, market, and other conditions as in effect on, and the information available to us as of, the date hereof and our opinion speaks only as of the date hereof.

Our opinion does not address Parent’s underlying business decision to engage in the Transaction, or the relative merits of the Transaction as compared to other business strategies or transactions that might be available to Parent. We also express no view as to, and our opinion does not address, the solvency of Parent, the Company or any other entity under any state, federal, or other laws relating to bankruptcy, insolvency, or similar matters. This opinion addresses only the fairness from a financial point of view, as of the date hereof, to Parent of the

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The Board of Directors

January 9, 2022

Page 3

Merger Consideration to be paid by Parent pursuant to the Agreement. We have not been asked to, nor do we, offer any opinion as to the terms, other than the Merger Consideration to the extent expressly specified herein, of the Agreement or any related documents or the form of the Transaction or any related transaction, including the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of Parent, the Company, or any of their respective affiliates. We have not been asked to, nor do we, offer any opinion with respect to any allocation of the consideration to be paid pursuant to the Transaction (or any portion thereof), or the fair market value of Parent, the Company, the Parent Stock, or the Company Stock. In addition, we express no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors, or employees of any parties to the Transaction, or any class of such persons, whether relative to the consideration to be paid pursuant to the Transaction or otherwise. This letter should not be construed as creating any fiduciary duty on the part of LionTree Advisors LLC (or any of its affiliates) to any party. We express no opinion as to what the value of the Parent Stock will be when issued pursuant to the Transaction, the prices at which the Company Stock or Parent Stock will trade at any time, or the potential effects of volatility in the credit, financial, and stock markets on Parent, the Company, or the Transaction.

In rendering this opinion, we have assumed, with your consent, that except as would not be in any way meaningful to our analysis: (i) the final executed form of the Agreement will not differ from the draft execution version that we have reviewed, (ii) the representations and warranties of the parties to the Agreement, and the related Transaction documents, are true and correct, (iii) the parties to the Agreement, and the related Transaction documents, will comply with and perform all covenants and agreements required to be complied with or performed by such parties under the Agreement and the related Transaction documents, and (iv) the Transaction will be consummated in accordance with the terms of the Agreement and related Transaction documents, without any waiver or amendment of any term or condition thereof. We have also assumed, at your direction, that all governmental, regulatory, or other third-party consents and approvals necessary for the consummation of the Transaction or otherwise contemplated by the Agreement will be obtained without any adverse effect on Parent, the Company, or on the expected benefits of the Transaction in any way meaningful to our analysis.

This opinion is provided for the benefit of the Board of Directors of Parent (in its capacity as such) in connection with, and for the sole purpose of, its evaluation of the Transaction, and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Transaction or any other matter.

We have acted as financial advisor to the Board of Directors of Parent in connection with the Transaction. We will receive a fee for our services, a substantial portion of which is contingent upon the successful completion of the Transaction, and Parent has agreed to reimburse certain of our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement. We and our affiliates may seek to provide investment banking services to Parent, the Company, and their respective affiliates in the future and expect to receive fees for the rendering of these services. In the ordinary course of business, certain of our employees and affiliates, or entities in which they have invested, may hold or trade, for their own accounts and the accounts of their investors, securities of Parent and the Company and, accordingly, may at any time hold a long or short position in such securities. The issuance of this opinion was approved by an authorized committee of LionTree Advisors LLC.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Merger Consideration to be paid by Parent pursuant to the Agreement is fair, from a financial point of view, to Parent.

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