Switch, Inc.: M&A transaction — Switch completed $11B take-private by DigitalBridge and IFM Investors at $34.25/share

(Texas) LLC, as administrative agent, and the lenders party thereto. The Revolving Credit Agreement provides for a revolving facility in an aggregate principal amount of up to $100.0 million (the “Revolver”), with a sublimit available for letters of credit up to an aggregate face amount of $25.0 million. Simultaneously with the execution of the Revolving Credit

In connection with the consummation of the Mergers, on December 6, 2022, certain indirect wholly owned subsidiaries of the Company (the “Mortgage Borrowers”) entered into a loan agreement (the “Mortgage Loan Agreement”) with Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto (the “Mortgage Financing”). The Mortgage Financing provides for a mortgage loan in an aggregate amount of up to approximately $6,695 million (the “Mortgage Loan”)

each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy.

each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy.

each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy.

each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy.

each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy.

each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy.

Effective as of the Effective Time, Rob Roy, Thomas Morton and Gabe Nacht, were appointed as the directors of the Company.

Effective as of the Effective Time, Rob Roy, Thomas Morton and Gabe Nacht, were appointed as the directors of the Company.

Effective as of the Effective Time, Rob Roy, Thomas Morton and Gabe Nacht, were appointed as the directors of the Company.

each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy.

each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy.

Stock”) not owned by the Company as treasury stock or by any direct or indirect wholly owned subsidiary of the Company, was cancelled and converted into the right to receive $34.25 per share in cash, without interest (the “Merger Consideration”), and (B) each share of Class B common stock, par value $0.001 per share, of the Company (the “Company Class B

On December 6, 2022, in connection with the consummation of the Mergers and pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated May 10, 2022 between Company Ltd., as buyer, and Beltway Business Park, L.L.C., Beltway Business Park Warehouse No. 3, LLC, Beltway Business Park Warehouse No. 4, LLC, Beltway Business Park Warehouse No. 6, LLC, and Beltway Business Park Warehouse No. 8, LLC, as the sellers, certain indirect wholly owned subsidiaries of Company Ltd. completed the acquisition of certain properties located in Las Vegas, Nevada for a total purchase price of $300,000,000.

In connection with the consummation of the Mergers, on December 6, 2022, Parent entered into a new credit agreement (the “Revolving Credit Agreement”) with Parent as the borrower (the “Revolving Borrower”), Sunshine IntermediaryCo2 Inc. (“Revolving Holdings”), Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto. The Revolving Credit Agreement provides for a revolving facility in an aggregate principal amount of up to $100.0 million (the “Revolver”),

In connection with the completion of the Mergers, as of the Effective Time, the Fifth Amended and Restated Operating Agreement of Switch, Ltd., as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Sixth Amended and Restated Operating Agreement”).

In connection with the consummation of the Mergers, on December 6, 2022, certain indirect wholly owned subsidiaries of the Company (the “Mortgage Borrowers”) entered into a loan agreement (the “Mortgage Loan Agreement”) with Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto (the “Mortgage Financing”). The Mortgage Financing provides for a mortgage loan in an aggregate amount of up to approximately $6,695 million (the “Mortgage Loan”), with approximately $5,828.9 million funded at the consummation of the Mergers and up to $866.1 million available to the Mortgage Borrowers to draw upon following the closing of the Mergers subject to certain conditions.

In connection with the completion of the Mergers, on December 6, 2022, Company Ltd. terminated that certain Amended and Restated Credit Agreement, dated June 27, 2017, by and among Company Ltd., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, amended and restated, supplemented or modified from time to time, the “Credit Agreement”).