Common use of Company Obligations Clause in Contracts

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Vista will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Vista is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group Vista notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsdirectors (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Vista for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group Vista is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group Vista shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group Vista fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group Vista then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to the Lead Sponsors at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista each Lead Sponsor and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Each Lead Sponsor will promptly provide reporting report to the Company after Vista such Lead Sponsor ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group each Lead Sponsor is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista each Lead Sponsor (“Vista Lead Sponsor Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group a Lead Sponsor notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group any Lead Sponsor for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group a Lead Sponsor is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group such Lead Sponsor shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group a Lead Sponsor fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group such Lead Sponsor then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista the Lead Sponsors acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to the Lead Sponsors at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. The Company agrees agrees: (a) that until such time as Remus Capital no longer meets the Remus Minimum Ownership Threshold, and provided that the Remus Independent Nominee is able and willing to use its reasonable best efforts continue to ensure serve on the Board, the Company will include each applicable Remus Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (b) that until such time as Xxxxxxxx Xxxx no longer meets the Gaur Minimum Ownership Threshold, and provided that the Gaur Independent Nominee is able and willing to continue to serve on the Board, the Company will include each applicable Gaur Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (c) that until such time as RTW no longer meets the RTW Designation Condition, and provided that the RTW Designated Director is able and willing to continue to serve on the Board, the Company will include each applicable RTW Designated Director as a Company Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (d) to recommend, support and solicit proxies for each such Gaur Independent Nominee, Remus Independent Nominee or RTW Designated Director as a Company Independent Nominee, in each such case, in substantially the same manner as it recommends, supports and solicits proxies for any other members of such slate of director nominees; (e) to cause to be nominated a lead Independent Director (the “Lead INED”) of the Board, who shall serve at all times as chair or co-chair of the Board, and who initially shall be Xxxx Xxxxxx. The Company shall cause the Lead INED to be nominated as the Sponsor Nominee; and (f) from time to time and at all times on or prior to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% second (2nd) anniversary of the total voting power of the then outstanding Common Stock, Closings (i) each Nominee is included as defined in the Board’s slate Business Combination Agreement), to cause Xxxx Xxxxxx to be the Lead INED; provided, that, at the time when such annual or special meeting of nominees to the stockholders (the “Board’s Slate”) for each at which an election of directors; and (ii) each Nominee directors is included in held or at the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by time when such written consent of the stockholders to elect one or more directors is entered into, Xxxx Xxxxxx (i) has not refused and continues to refuse to stand for re-election, (ii) is not unable to discharge the duties of the Company Lead INED due to death or the Board with respect incapacity or (iii) is not ineligible to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long serve as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled companyLead INED.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista GTCR and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee to a particular class of directors is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsdirectors of such class; and (ii) each Nominee to a particular class of directors is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board of such class (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group GTCR will promptly provide reporting report to the Company after Vista GTCR ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that the Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group GTCR is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) GTCR Ownership Percentage immediately prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group GTCR notifies the Company otherwise prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group GTCR for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group GTCR is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group GTCR shall provide advance written notice to the Company, of which currently servicing serving Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as that at any time the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is and the McChord Stockholders are entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) or the McChord Stockholders, as applicable, immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. (a) The Company agrees to use its commercially reasonable best efforts to ensure assure that prior to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; directors and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”)Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting . (b) Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be nominated for election to the Board or recommend to the stockholders the election of any Nominee (i) who fails to submit to the Company on a timely basis such questionnaires as the Company may reasonably require of its directors generally and such other information as the Company may reasonably request in connection with the preparation of its filings under the Securities Laws or (ii) if the Board or the Nominating Committee determines in good faith, after Vista ceases to Beneficially Own shares consultation with outside legal counsel, that such action would constitute a breach of Common its fiduciary duties, applicable law or the New York Stock representing at least 5% Exchange listing requirements or violate the Company’s Certificate of Incorporation; provided, however, that upon the occurrence of either (i) or (ii) above, the Company shall promptly notify the NMH Investment Majority Holders of the total voting power occurrence of such event and permit the NMH Investment Majority Holders to provide an alternate Nominee sufficiently in advance of any Board action, meeting of the then outstanding Common Stock, such that Company is informed stockholders called or written action of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating stockholders with respect to such election of Nominees and the Company shall use commercially reasonable efforts to perform its obligations under Section 2(a) with respect to such alternate Nominee (or, provided that if earlier, the filing Company provides at least 45 days advance notice of the definitive Director Election Proxy Statement occurrence of any such event such alternative Nominee must be designated by the NMH Investment Majority Holders not less than 30 days in advance of any Board action, notice of meeting of the stockholders or written action of stockholders with the U.S. Securities and Exchange Commissionrespect to such election of Nominees). Unless VEP Group notifies The Company shall use commercially reasonable efforts to perform its obligations under Section 2(a) with respect to such alternate Nominee, provided that in no event shall the Company otherwise prior be obligated to the mailing to shareholders postpone, reschedule or delay any scheduled meeting of the Director Election Proxy Statement relating stockholders with respect to an such election of directorsNominees. (c) At any time a vacancy occurs because of the death, the Nominees for such election shall be presumed to be the same Nominees currently serving on disability, resignation or removal of a Nominee, then the Board, or any committee thereof, shall not fill such vacancy until the earliest to occur of (i) the NMH Investment Majority Holders have nominated a successor Nominee and no further action shall be required of VEP Group for the Board to include has filled the vacancy and appointed such Nominees on successor Nominee, (ii) the Board’s Slate; provided, that, in the event VEP Group is no longer entitled NMH Investment Majority Holders fail to nominate a successor Nominee within 60 Business Days after receiving notification of the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to vacancy from the Company, of which currently servicing Nominee(sand (iii) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange CommissionNMH Investment Majority Holders have specifically waived their rights under this Section 2(c), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista GTCR and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group GTCR will promptly provide reporting to the Company after Vista GTCR ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group GTCR is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista GTCR (“Vista GTCR Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group GTCR notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group GTCR for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group GTCR is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group GTCR shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group GTCR fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group GTCR then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista GTCR acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease Humana ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Humana will promptly provide reporting report to the Company after Vista Humana ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Humana is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) Humana immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group a Humana notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Humana for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group Humana is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group Humana shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group Humana fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group Humana then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista Humana acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to Humana at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista each Sponsor and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common StockOriginal Amount, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsDirectors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Each Sponsor will promptly provide reporting report to the Company after Vista such Sponsor ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common StockOriginal Amount, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group each Sponsor is entitled to nominate to the Board’s Slate for any election of directors Directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Original Amount Beneficially Owned by Vista (“Vista Voting Control”) each Sponsor immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group a Sponsor notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsDirectors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group any Sponsor for the Board to include such Nominees on the Board’s Slate; provided, provided that, in the event VEP Group a Sponsor is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group such Sponsor shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Board’s Slate, and of any other changes to the list of Nominees. If VEP Group a Sponsor fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group such Sponsor then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista the Sponsors acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to the Sponsors at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease each Lead Sponsor ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsmembers of the Board; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Each Lead Sponsor will promptly provide reporting report to the Company after Vista such Lead Sponsor ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that the Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group each Lead Sponsor is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista such Lead Sponsor (“Vista Lead Sponsor Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group a Lead Sponsor notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsdirectors (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group any Lead Sponsor for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group a Lead Sponsor is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group such Lead Sponsor shall provide advance written notice to the Company, Company of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group a Lead Sponsor fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the “independent directors directors” then serving on the Board shall determine which of the Nominees of VEP Group such Lead Sponsor then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista the Lead Sponsors acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to the Lead Sponsors at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior (a) Notwithstanding anything herein to the date that Vista and its Affiliates cease contrary, the Company shall not be obligated to Beneficially Own shares appoint any Lazarus Nominee to serve on the Board or cause to be nominated for election to the Board or recommend to the stockholders the election of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, any Lazarus Nominee: (i) each Nominee is included in the Board’s slate of nominees who fails to submit to the stockholders (Company on a timely basis such questionnaires as the “Board’s Slate”) for each election Company may reasonably require of directorsits directors generally and such other information as the Company may reasonably request in connection with the preparation of its filings under the Securities Laws; and or (ii) each if the Board or the Nominating Committee (if any) determines in good faith, after consultation with outside legal counsel, that (A) such action would constitute a breach of its fiduciary duties or applicable law or violate the Company’s Certificate of Incorporation or By-Laws; or (B) such Lazarus Nominee is included in would not be qualified under any applicable law, rule or regulation (including the proxy statement prepared by management rules of the Nasdaq Stock Market) to serve as a Director of the Company; provided, however, that upon the occurrence of either (i) or (ii) above, the Company shall promptly notify the Lazarus Group of the occurrence of such event and permit the Lazarus Group to provide an alternate nominee sufficiently in connection advance of any Board action, the meetings of the stockholders called or written action of stockholders with soliciting proxies for every respect to such election of nominees and the Company shall use commercially reasonable efforts to perform its obligations under this Agreement with respect to such alternate nominee (provided that if the Company provides at least 45 days advance notice of the occurrence of any such event, such alternative nominee must be designated by the Lazarus Group not less than 30 days in advance of any Board action, notice of meeting of the stockholders or written action of the Company called stockholders with respect to the such election of members of the Board (each, a “Director Election Proxy Statement”nominees), and at every adjournment in no event shall the Company be obligated to postpone, reschedule or postponement thereof, and on every action or approval by written consent delay any scheduled meeting of the stockholders of the Company or the Board with respect to the such election of members nominees. (b) If at any time during the Designation Period a Board vacancy occurs solely because of the death, disability, disqualification, resignation or removal of the Lazarus Nominee, then the Board. VEP Group will promptly provide reporting , or any committee thereof, shall not fill such vacancy until the earliest to occur of: (i) the Lazarus Group’s designation of a successor nominee (which successor nominee shall be designated in accordance with Section 1(c) and subject to the Company after Vista ceases to Beneficially Own shares terms of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to Section 2(a)) and the Board’s Slate for any election appointment of directors shall be based on such successor nominee to fill the percentage vacancy; (ii) the Lazarus Group’s failure to designate a successor nominee within 20 Business Days after receiving notification of the total voting power of vacancy from the then outstanding Common Stock then Beneficially Owned by Vista Company; or (“Vista Voting Control”iii) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange CommissionLazarus Group’s specifically waiving in writing its rights under this Section 2(b). Unless VEP Group notifies For the Company otherwise prior to the mailing to shareholders purposes of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermoreclarity, the Company agrees for so long as shall have the Company qualifies as a “controlled company” under right to fill any Board vacancy which may occur due to any reason other than the rules death, disability, disqualification, resignation or removal of the Exchange Lazarus Nominee in accordance with the Company will elect to be a “controlled company” for purposes terms of the Exchange Company’s By-Laws and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as Certification of the Effective Date, the Company is a “controlled companyIncorporation.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista Xxxxx Xxxxx and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Xxxxx Xxxxx will promptly provide reporting to the Company after Vista Xxxxx Xxxxx ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Xxxxx Xxxxx is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista Xxxxx Xxxxx (“Vista Xxxxx Xxxxx Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group Xxxxx Xxxxx notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Xxxxx Xxxxx for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group Xxxxx Xxxxx is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group Xxxxx Xxxxx shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group Xxxxx Xxxxx fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group Xxxxx Xxxxx then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista Xxxxx Xxxxx acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista Summit and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Summit will promptly provide reporting to the Company after Vista Summit ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Summit is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista Summit (“Vista Summit Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group Summit notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsdirectors (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Summit for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group Summit is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group Summit shall provide advance written notice to the Company, Company of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group Summit fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group Summit then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista Summit acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to the Lead Sponsors at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista the Xxxx Parties and its Affiliates or Onex, as applicable, cease to Beneficially Own shares of Common Stock representing have the right to nominate at least 5% of the total voting power of the then outstanding Common Stockone (1) Nominee under Section 1, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsDirectors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group The Xxxx Parties will promptly provide reporting report to the Company after Vista ceases the Xxxx Parties cease to Beneficially Own shares of Common Stock representing at least 510% of the total voting power of the then outstanding Common StockOriginal Amount, such that the Company is informed of when this obligation terminates. Onex will promptly report to the Company after Onex ceases to Beneficially Own shares of Common Stock representing more than 50% of the Original Amount, such that the Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group the Xxxx Parties or Onex is entitled to nominate to the Board’s Slate for any election of directors Directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Original Amount Beneficially Owned by Vista (“Vista Voting Control”) the Xxxx Parties or Onex immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group the Xxxx Parties or Onex notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsDirectors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group the Xxxx Parties or Onex for the Board to include such Nominees on the Board’s Slate; provided, provided that, in the event VEP Group is the Xxxx Parties or Onex are no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group the Xxxx Parties or Onex shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Board’s Slate, and of any other changes to the list of Nominees. If VEP Group fails the Xxxx Parties or Onex fail to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group the Xxxx Parties or Onex then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”’s

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that the Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least Ownership Percentage is less than 5% of the total voting power of the then outstanding Common Stock%, (i) each Nominee Vista Director to a particular class of directors is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsDirectors of such class; and (ii) each Nominee Vista Director to a particular class of Directors is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board of such class (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees Directors that VEP Group is the Vista Investors are entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) Ownership Percentage immediately prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group notifies the Vista Investors notify the Company otherwise prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to an election of directors, the Nominees Vista Directors for such election shall be presumed to be the same Nominees Vista Directors currently serving on the Board, and no further action shall be required of VEP Group the Vista Investors for the Board to include such Nominees Directors on the Board’s Slate; provided, that, in the event VEP Group is the Vista Investors are no longer entitled to nominate the full number of Nominees Vista Directors then serving on the Board, VEP Group the Vista Investors shall provide advance written notice to the Company, of which currently servicing Nominee(sserving Vista Director(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled companyDirectors.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista Pride Aggregator and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common StockOriginal Amount, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsDirectors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Pride Aggregator will promptly provide reporting report to the Company after Vista Pride Aggregator ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common StockOriginal Amount, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Pride Aggregator is entitled to nominate to the Board’s Slate for any election of directors Directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Original Amount Beneficially Owned by Vista (“Vista Voting Control”) Pride Aggregator immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group Pride Aggregator notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsDirectors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Pride Aggregator for the Board to include such Nominees on the Board’s Slate; provided, provided that, in the event VEP Group Pride Aggregator is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group Pride Aggregator shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Board’s Slate, and of any other changes to the list of Nominees. If VEP Group Pride Aggregator fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group Pride Aggregator then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista Pride Aggregator acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to Pride Aggregator at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease each Lead Sponsor ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsmembers of the Board; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Each Lead Sponsor will promptly provide reporting report to the Company after Vista such Lead Sponsor ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that the Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group each Lead Sponsor is entitled to be nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista such Lead Sponsor (“Vista Voting Control”) immediately prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group a Lead Sponsor notifies the Company otherwise prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to an election of directorsdirectors (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group any Lead Sponsor for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group a Lead Sponsor is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group such Lead Sponsor shall provide advance written notice to the Company, Company of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group a Lead Sponsor fails to provide such notice prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the “independent directors directors” then serving on the Board shall determine which of the Nominees of VEP Group such Lead Sponsor then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista the Lead Sponsors acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to the Lead Sponsors at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. (a) The Company agrees shall provide each Stockholder with not less than 30 calendar days prior written notice of its mailing of the proxy statement in connection with the soliciting of proxies for the election of Directors. In order to be included in such proxy statement, the Stockholders shall provide joint written notice to the Company identifying their Nominee(s) no later than 10 calendar days after receipt of such proxy notice. Each Nominee designated by the Stockholders shall be nominated for election as a Director. Subject to Section 1(f), the Company shall use its reasonable best efforts to ensure that prior any Nominee designated pursuant to Section 1 is elected as a Director at any meeting of the stockholders of the Company called with respect to the date that Vista election of Directors. If the Termination Event occurs subsequent to the Company’s mailing of any proxy statement listing any Nominee as a nominee for election to the Board, the Company, in its sole discretion, may amend such proxy statement after the Termination Event to withdraw any such Nominee as a nominee for election to the Board. (b) Subject to Section 1(f) and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of Section 2(a), the total voting power of the then outstanding Common Stock, Company shall assure that: (i) each Nominee designated pursuant to Section 1 is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsDirectors; and (ii) each such Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), Directors and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members Directors. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be nominated for election to the Board or recommend to the stockholders the election of the Board. VEP Group will promptly provide reporting any Nominee: (i) who fails to submit to the Company on a timely basis such questionnaires as the Company may reasonably require of its directors generally and such other information as the Company may reasonably request in connection with the preparation of its filings under the Securities Laws; (ii) if the Board or the nominating committee (if any) determines in good faith, after Vista ceases to Beneficially Own shares consultation with outside legal counsel, that such action would constitute a breach of Common Stock representing at least 5% its fiduciary duties or applicable Law or violate the Company’s Certificate of the total voting power of the then outstanding Common Stock, Incorporation; (iii) unless such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to Nominee meets the Board’s Slate standards for any election of directors Directors generally and complies with the Board’s policies applicable to all Directors (it being understand that such Nominee shall not be based on required by the percentage Board to be independent of the total voting power Company or any Stockholder) or (iv) who does not agree in writing to deliver the letter required by Section 1(g); provided, however, that, the Company shall promptly notify each Stockholder of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately prior occurrence of such event and permit the Stockholders jointly to provide an alternate Nominee sufficiently in advance of any Board action, the mailing to shareholders meetings of the Director Election Proxy Statement relating stockholders called or written action of stockholders with respect to such election of nominees (or, provided that if earlier, the filing Company provides at least 45 calendar days advance notice of the definitive Director Election Proxy Statement occurrence of any such event such alternative nominee must be designated by the Stockholders not less than 30 calendar days in advance of any Board action, notice of meeting of the stockholders or written action of stockholders with the U.S. Securities respect to such election of nominees), and Exchange Commission). Unless VEP Group notifies in no event shall the Company otherwise prior be obligated to the mailing to shareholders postpone, reschedule or delay any scheduled meeting of the Director Election Proxy Statement relating stockholders with respect to an such election of directorsNominees. (d) At any time a vacancy occurs because of the death, the Nominees for such election shall be presumed to be the same Nominees currently serving on disability, disqualification, resignation or removal of a Nominee, then the Board, and no further action or any committee thereof (if applicable), shall not fill such vacancy until the earliest to occur of: (i) the Stockholders’ designation of a successor Nominee (which successor Nominee shall be required of VEP Group for the Board to include such Nominees on designated in accordance with Section 1(e)) and the Board’s Slateappointment of such successor Nominee to fill the vacancy; (ii) the Stockholders’ failure to designate a successor Nominee within 20 Business Days after receiving notification of the vacancy from the Company; or (iii) the Stockholders specifically waiving in writing their respective rights under this Section 2(d). (e) The Company shall pay the reasonable out-of-pocket expenses incurred by any Nominee in connection with his services provided to or on behalf of the Company and/or its subsidiaries, including attending meetings. Each Nominee shall be entitled to compensation paid to other non-employee Directors. (f) The Company shall purchase directors’ and officers’ liability insurance in an amount as determined by the Board; provided, that, upon the Termination Event the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six years from the Termination Event in respect of any act or omission occurring at or prior to such event. (g) For so long as any Director nominated to the event VEP Group is no longer entitled Board pursuant to nominate the full number terms of Nominees then serving on the Board, VEP Group shall provide advance written notice to this Agreement serves as a Director of the Company, of which currently servicing Nominee(s) the Company shall be excluded from the Board Slatenot amend, and of alter or repeal any other changes right to the list of Nominees. If VEP Group fails indemnification or exculpation covering or benefiting any Director nominated pursuant to provide this Agreement (whether such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included right is contained in the Board’s SlateCertificate of Incorporation, By-Laws or another document). Furthermore, after any Director nominated to the Board pursuant to the terms of this Agreement serves as a Director, no amendment, alteration or repeal of any right to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement will serve to reduce the indemnification or exculpation obligations of the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect with respect to be a “controlled company” for purposes of the Exchange any such former Director. (h) From and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of after the Effective DateTime until the termination of this Agreement in accordance with Section 3, the Company is shall not amend, restate, repeal, supplement or other otherwise modify any provision of its By-Laws or Certificate of Incorporation in a “controlled companymanner that alters, amends, limits, impairs, restricts or abrogates any of the Stockholders’ rights under this Agreement.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior (a) Notwithstanding anything herein to the date that Vista and its Affiliates cease contrary, the Company shall not be obligated to Beneficially Own shares appoint any Nominee to serve on the Board or cause to be nominated for election to the Board or recommend to the stockholders the election of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, any Nominee: (i) each Nominee is included in the Board’s slate of nominees who fails to submit to the stockholders (Company on a timely basis such questionnaires as the “Board’s Slate”) for each election Company may reasonably require of directorsits directors generally and such other information as the Company may reasonably request in connection with the preparation of its filings under the Securities Laws; and or (ii) each if the Board or the Nominating Committee (if any) determines in good faith, after consultation with outside legal counsel, that (A) such action would constitute a breach of its fiduciary duties or applicable law or violate the Company’s Certificate of Incorporation or By-Laws; or (B) such Nominee is included in the proxy statement prepared by management would not be qualified under any applicable law, rule or regulation to serve as a Director of the Company; provided, however, that upon the occurrence of either (i) or (ii) above, the Company shall promptly notify the Stockholder of the occurrence of such event and permit the Stockholder to provide an alternate Nominee sufficiently in connection advance of any Board action, the meetings of the stockholders called or written action of stockholders with soliciting proxies for every respect to such election of nominees and the Company shall use commercially reasonable efforts to perform its obligations under Section 2 with respect to such alternate Nominee (provided that if the Company provides at least 45 days advance notice of the occurrence of any such event such alternative nominee must be designated by the Stockholder not less than 30 days in advance of any Board action, notice of meeting of the stockholders or written action of the Company called stockholders with respect to the such election of members of the Board (each, a “Director Election Proxy Statement”nominees), and at every adjournment in no event shall the Company be obligated to postpone, reschedule or postponement thereof, and on every action or approval by written consent delay any scheduled meeting of the stockholders of the Company or the Board with respect to the such election of members Nominees. (b) If at any time during Designation Period a Board vacancy occurs solely because of the death, disability, disqualification, resignation or removal of the Nominee, then the Board. VEP Group will promptly provide reporting , or any committee thereof, shall not fill such vacancy until the earliest to occur of: (i) the Stockholder’s designation of a successor Nominee (which successor Nominee shall be designated in accordance with Section 2(a) and subject to the Company after Vista ceases to Beneficially Own shares terms of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to Section 3(a)) and the Board’s Slate for any election appointment of directors shall be based on such successor Nominee to fill the percentage vacancy; (ii) the Stockholder’s failure to designate a successor Nominee within 20 Business Days after receiving notification of the total voting power of vacancy from the then outstanding Common Stock then Beneficially Owned by Vista Company; or (“Vista Voting Control”iii) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange CommissionStockholder’s specifically waiving in writing its rights under this Section 3(b). Unless VEP Group notifies For the Company otherwise prior to the mailing to shareholders purposes of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermoreclarity, the Company agrees for so long as shall have the Company qualifies as a “controlled company” under right to fill any Board vacancy which may occur due to any reason other than the rules death, disability, disqualification, resignation or removal of the Exchange Nominee in accordance with the Company will elect to be a “controlled company” for purposes terms of the Exchange Company’s By-Laws and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as Certification of the Effective Date, the Company is a “controlled companyIncorporation.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease THL Stockholder ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group THL Stockholder will promptly provide reporting to the Company after Vista THL Stockholder ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group THL Stockholder is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista THL Stockholder (“Vista THL Stockholder Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group THL Stockholder notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group THL Stockholder for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group THL Stockholder is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group THL Stockholder shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group THL Stockholder fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group THL Stockholder then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista THL Stockholder acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior that, so long as Bxxx Capital has the right to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stocknominate a Director under Section 4.1.2, (i) each Nominee nominee proposed by Bxxx Capital is included in the Board’s slate of nominees to the stockholders shareholders (the “Board’s Slate”) for each election of directors; Director Election Meeting, and (ii) each Nominee nominee proposed by Bxxx Capital is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board Director Election Meeting (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees nominees that VEP Group Bxxx Capital is entitled to nominate to the Board’s Slate for any election of directors Director Election Meeting shall be based on the percentage Bxxx Capital’s beneficial ownership of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) Ordinary Shares immediately prior to the mailing to shareholders of the Company the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange CommissionSEC). Unless VEP Group Bxxx Capital notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsDirectors, the Nominees for such election shall be presumed to be the same Nominees nominees currently serving on the Board, and no further action shall be required of VEP Group Bxxx Capital for the Board to include such Nominees nominees on the Board’s Slate; provided, that, in the event VEP Group Bxxx Capital is no longer entitled to nominate the full number of Nominees nominees then serving on the Board, VEP Group Bxxx Capital shall provide advance written notice to the Company, Company of which currently servicing Nominee(snominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slatenominees. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules and regulations of the Exchange Nasdaq, the Company will elect to be a “controlled company” for purposes of the Exchange such rules and regulations and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, If the Company is ceases to qualify as a “controlled company” under the rules and regulations of Nasdaq, Bxxx Capital and the Company shall take whatever action may be reasonably necessary in relation to such party, if any, to cause the Company to comply with such rules and regulations as then in effect within the timeframe for compliance available under such rules and regulations, including any applicable transition periods.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The (a) Subject to the terms and conditions of this Agreement, the Company agrees to shall use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each the Stockholder Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsDirectors; and (ii) each if approved by the Board, the Stockholder Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every the meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”)Directors, and at every adjournment or postponement thereof. The Company shall provide the Stockholder with a reasonable opportunity to review and provide comments on any portion of the proxy materials related to the Stockholder Nominee or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. (b) Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to cause the Board to nominate for election to the Board, or recommend to the stockholders the election of any Stockholder Nominee who fails to submit completed questionnaires to the Company on a timely basis and/or appropriately respond to provide information requested in such questionnaires as the Company may reasonably require of its Directors generally along with such other information as the Company may reasonably request in connection with the preparation of its filings under the Securities Laws. Upon the occurrence of a failure(s) set forth above, the Company shall promptly notify the Stockholder and on every permit the Stockholder to provide a replacement Stockholder Nominee sufficiently in advance of any Board action or approval by written consent and the meetings of the stockholders of the Company or the Board called with respect to the such election of members Directors and the Company shall use its best efforts to perform its obligations under Section 3(a) with respect to such replacement Stockholder Nominee; but provided, however, that in no event shall the Company be obligated to postpone, reschedule or delay any scheduled meeting of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating stockholders with respect to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with Stockholder Nominee. (c) To the U.S. Securities and Exchange Commission). Unless VEP Group notifies extent the Company otherwise prior purchases and maintains directors’ and officers’ liability insurance with respect to its Directors, then such Director of the Board nominated pursuant to the mailing to shareholders terms of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election this Agreement shall be presumed to be the same Nominees currently serving on the Boardcovered thereunder. (d) Except as otherwise required by law or regulations, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as any Stockholder Nominee nominated to the Board pursuant to the terms of this Agreement serves as a Director of the Company, the Company qualifies as a “controlled company” under the rules shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement which reduces such rights of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determinationindemnification or exculpation. The Company will enter into an Indemnity Agreement with any Director nominated pursuant to this Agreement on substantially the same terms and Vista acknowledge and agree that, conditions as of the Effective Date, the Company is a “controlled companyall Directors.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease MDP ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power Original Amount of the then outstanding Common StockMDP, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group MDP will promptly provide reporting to the Company after Vista MDP ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power Original Amount of the then outstanding Common StockMDP, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group MDP is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock Original Amount of MDP then Beneficially Owned by Vista MDP (“Vista MDP Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group MDP notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group MDP for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group MDP is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group MDP shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group MDP fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group MDP then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista MDP acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista each Lead Sponsor and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of that would allow them to nominate Directors under Section 1(a) hereof, it will use commercially reasonable efforts to cause the total voting power of Board, to the then outstanding Common Stockfullest extent permitted by law (including the Directors’ fiduciary duties under Delaware law), to include (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Each Lead Sponsor will promptly provide reporting report to the Company after Vista such Lead Sponsor ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stockthat would allow such Lead Sponsor to nominate a director under Section 1(a) hereof, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group each Lead Sponsor is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) each Lead Sponsor immediately prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group a Lead Sponsor notifies the Company otherwise prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to an election of directorsdirectors (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group any Lead Sponsor for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group a Lead Sponsor is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group such Lead Sponsor shall provide advance written notice to the Company, Company of which the currently servicing serving Nominee(s) who shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group a Lead Sponsor fails to provide such notice prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group such Lead Sponsor then serving on the Board will be included in the Board’s Slate. Furthermore, the The Company agrees for so long as the Company qualifies as a “controlled company” under the rules to provide written notice of the Exchange preparation of a Director Election Proxy Statement to the Company will elect Lead Sponsors at least 20 business days, but no more than 80 business days, prior to be a “controlled company” for purposes the earlier of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” mailing and the basis for that determination. The Company and Vista acknowledge and agree that, as filing date of the Effective Date, the Company is a “controlled companyany Director Election Proxy Statement.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least the GGC Ownership Percentage is less than 5% of the total voting power of the then outstanding Common Stock%, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsDirectors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group GGC will promptly provide reporting report to the Company after Vista GGC ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that the Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group GGC is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) GGC Ownership Percentage immediately prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group GGC notifies the Company otherwise prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group GGC for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group GGC is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group GGC shall provide advance written notice to the Company, of which currently servicing serving Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as that at any time the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company Each of the Company, GGC and Vista Crescent acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Vista will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Vista is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately five (5) business days prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group Vista notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsdirectors (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Vista for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group Vista is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group Vista shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group Vista fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group Vista then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior shall (i) issue New Common Stock to the date Acquiring Investors in the amounts set forth opposite their respective names on Exhibit A hereto, (ii) redeem ^ from each Stockholder the number of Shares of Preferred Stock (in the case of Stockholders that Vista are party to the Voting Trust Agreement, the Voting Trust Certificates representing such number of Shares of Preferred Stock) set forth opposite such Stockholder's name on Exhibit C hereto in exchange for a pro-rata share of the applicable Preferred Stock Consideration pursuant to Section 2.3 below, (iii) issue to CVC (or one of its Affiliates) and its Affiliates cease the number of Units set forth opposite their respective names on Exhibit C hereto, and pay to Beneficially Own CVC (or one of its Affiliates) and its Affiliates, in cash, a pro-rata share of the balance of the applicable Preferred Stock Consideration, in exchange for the Voting Trust Certificates representing Shares of Preferred Stock not required to be redeemed pursuant to this Section 2.1, (iv) redeem from each Stockholder the number of shares of issued and outstanding Shares of Common Stock (in the case of Stockholders that are party to the Voting Trust Agreement, the Voting Trust Certificates representing at least 5% such number of Shares of Common Stock) set forth opposite such Stockholder's name on Exhibit B hereto in exchange for a pro-rata share of the total voting power Common Stock Consideration pursuant to Section 2.3 below (the "Redeemed Shares"), ^(v) issue to CVC (or one of its Affiliates) and the then outstanding Management Stockholders the number of shares of New Common StockStock set forth opposite their respective names on Exhibit B hereto in exchange for the Voting Trust Certificates representing Shares of Common Stock not required to be redeemed pursuant to this Section 2.1 (the "Retained Shares"), ^(vi) pay or cause to be paid (A) the Seller Note Amount, (iB) each Nominee is included in the Board’s slate of nominees to Funded Indebtedness, (C) the stockholders (the “Board’s Slate”) for each election of directors; Company Transaction Expenses and (ii) each Nominee is included in the proxy statement prepared all expenses incurred by management of the Company in connection with soliciting proxies for every meeting the Recapitalization through the Closing Date, (D) the Phantom Payment, and (E) the Management Bonus, by wire transfer of immediately available funds to such bank account or accounts as per written instructions of the stockholders parties receiving payments pursuant to this Section 2.1(d), given to the Company at least two Business Days prior to the Closing Date, ^(vii) after the consummation of the Company called with respect redemption described in clause (iv) above, pay the Dividend to the election of members holders of the Board Class C Common (each, a “Director Election Proxy Statement”other than the BRS Investors), and at every adjournment or postponement thereof, and on every action or approval by written consent (viii) upon the consummation of the stockholders Refinancing Transactions, enter into, or cause any of the Company or the Board with respect its Subsidiaries to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stockenter into, such that Company is informed of when this obligation terminates. The calculation of other agreements as are required to consummate the number of Nominees that VEP Group is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista Refinancing Transactions (“Vista Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earliercollectively, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission"Closing Transactions"). Unless VEP Group notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates the CORE Investors cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each CORE Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Board Slate”) for each election of directors; and (ii) each CORE Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group CORE Designator will promptly provide reporting to the Company after Vista CORE Designator ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of CORE Nominees that VEP Group CORE Designator is entitled to nominate to the Board’s Board Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista CORE (“Vista CORE Voting Control”) ), as applicable, immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group CORE Designator notifies the Company otherwise prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to an election of directors, the CORE Nominees for such election shall be presumed to be the same CORE Nominees currently serving on the Board, and no further action shall be required of VEP Group CORE Designator for the Board to include such CORE Nominees on the Board’s Slate; provided, that, in the event VEP Group CORE Designator is no longer entitled to nominate the full number of CORE Nominees then serving on the Board, VEP Group CORE Designator shall provide advance written notice to the Company, of which currently servicing serving CORE Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of CORE Nominees. If VEP Group CORE Designator fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the CORE Nominees of VEP Group CORE Designator then serving on the Board will be included in the Board’s Board Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior that, so long as Xxxx Capital has the right to the date that Vista and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stocknominate a Director under Section 4.1.2, (i) each Nominee nominee proposed by Xxxx Capital is included in the Board’s slate of nominees to the stockholders shareholders (the “Board’s Slate”) for each election of directors; Director Election Meeting, and (ii) each Nominee nominee proposed by Xxxx Capital is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board Director Election Meeting (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees nominees that VEP Group Xxxx Capital is entitled to nominate to the Board’s Slate for any election of directors Director Election Meeting shall be based on the percentage Xxxx Capital’s beneficial ownership of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) Ordinary Shares immediately prior to the mailing to shareholders of the Company the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange CommissionSEC). Unless VEP Group Xxxx Capital notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsDirectors, the Nominees for such election shall be presumed to be the same Nominees nominees currently serving on the Board, and no further action shall be required of VEP Group Xxxx Capital for the Board to include such Nominees nominees on the Board’s Slate; provided, that, in the event VEP Group Xxxx Capital is no longer entitled to nominate the full number of Nominees nominees then serving on the Board, VEP Group Xxxx Capital shall provide advance written notice to the Company, Company of which currently servicing Nominee(snominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slatenominees. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules and regulations of the Exchange Nasdaq, the Company will elect to be a “controlled company” for purposes of the Exchange such rules and regulations and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, If the Company is ceases to qualify as a “controlled company” under the rules and regulations of Nasdaq, Xxxx Capital and the Company shall take whatever action may be reasonably necessary in relation to such party, if any, to cause the Company to comply with such rules and regulations as then in effect within the timeframe for compliance available under such rules and regulations, including any applicable transition periods.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista Perceptive and its Affiliates cease to Beneficially Own shares of Common Stock Ordinary Shares representing at least 5% of the total voting power of the then outstanding Common StockOriginal Perceptive Owned Shares, (i) each Nominee is included in the Board’s slate of nominees to the stockholders shareholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders shareholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders shareholders of the Company or the Board with respect to the election of members of the Board. VEP Group Perceptive will promptly provide reporting to the Company after Vista Perceptive ceases to Beneficially Own shares of Common Stock Ordinary Shares representing at least 5% of the total voting power of the then outstanding Common StockOriginal Perceptive Owned Shares, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Perceptive is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock Ordinary Shares then Beneficially Owned by Vista Perceptive (“Vista Perceptive Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group Perceptive notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Perceptive for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group Perceptive is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group Perceptive shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group Perceptive fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group Perceptive then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista Investor and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 510% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee designated by Investor in accordance with this Agreement is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board Election Meeting (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Investor is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Investor Voting Control”) Control immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group Investor notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Investor for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group Investor is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group Investor shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group Investor fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group the Investor then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista Investor acknowledge and agree that, as of the Effective Date, the Company is will be a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista Turing EquityCo and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 510% of the total voting power of the then outstanding Common StockTotal Outstanding Securities, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsDirectors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Turing EquityCo will promptly provide reporting report to the Company after Vista Turing EquityCo ceases to Beneficially Own shares of Common Stock representing at least 510% of the total voting power of the then outstanding Common StockTotal Outstanding Securities, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Turing EquityCo is entitled to nominate to the Board’s Slate for any election of directors Directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Total Outstanding Securities Beneficially Owned by Vista (“Vista Voting Control”) Turing EquityCo immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group Turing EquityCo notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsDirectors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Turing EquityCo for the Board to include such Nominees on the Board’s Slate; provided, provided that, in the event VEP Group Turing EquityCo is no longer entitled to nominate the full same number of Nominees then serving on the Board, VEP Group Turing EquityCo shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Board’s Slate, and of any other changes to the list of Nominees. If VEP Group Turing EquityCo fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group Turing EquityCo then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista Turing EquityCo acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to Turing EquityCo at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior shall (i) issue New Common Stock to the date Acquiring Investors in the amounts set forth opposite their respective names on Exhibit A hereto, (ii) redeem all of the issued and outstanding Shares of Preferred Stock (in the case of Stockholders that Vista are party to the Voting Trust Agreement, the Voting Trust Certificates representing such number of Shares of Preferred Stock) in exchange for the Preferred Stock Consideration pursuant to Section 2.3 below, (iii) redeem from each Stockholder the number of shares of issued and its Affiliates cease to Beneficially Own shares outstanding Shares of Common Stock (in the case of Stockholders that are party to the Voting Trust Agreement, the Voting Trust Certificates representing at least 5% such number of Shares of Common Stock) set forth opposite such Stockholder's name on Exhibit B hereto in exchange for a pro-rata share of the total voting power of Common Stock Consideration pursuant to Section 2.3 below (the then outstanding Common Stock"Redeemed Shares"), (iiv) each Nominee is included issue to CVC (or one of its Affiliates) and the Management Stockholders the number of shares of New Common Stock set forth opposite their respective names on Exhibit B hereto in exchange for the Board’s slate Voting Trust Certificates representing Shares of nominees Common Stock not required to the stockholders be redeemed pursuant to this Section 2.1 (the “Board’s Slate”"Retained Shares"), (v) for each election of directors; pay or cause to be paid (A) the Seller Note Amount, (B) the Funded Indebtedness, (C) the Company Transaction Expenses and (ii) each Nominee is included in the proxy statement prepared all expenses incurred by management of the Company in connection with soliciting proxies for every meeting the Recapitalization through the Closing Date, (D) the Phantom Payment, and (E) the Management Bonus, by wire transfer of immediately available funds to such bank account or accounts as per written instructions of the stockholders of the Company called with respect parties receiving payments pursuant to the election of members of the Board (each, a “Director Election Proxy Statement”this Section 2.1(d), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group will promptly provide reporting given to the Company after Vista ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista (“Vista Voting Control”) immediately two Business Days prior to the mailing to shareholders Closing Date, and (vi) upon the consummation of the Director Election Proxy Statement relating Refinancing Transactions, enter into, or cause any of its Subsidiaries to enter into, such election other agreements as are required to consummate the Refinancing Transactions (or, if earliercollectively, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission"Closing Transactions"). Unless VEP Group notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group for the Board to include such Nominees on the Board’s Slate; provided, that, in the event VEP Group is no longer entitled to nominate the full number of Nominees then serving on the Board, VEP Group shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If VEP Group fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista Varsity and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 510% of the total voting power of the then outstanding Common StockTotal Outstanding Securities, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directorsDirectors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group Varsity will promptly provide reporting report to the Company after Vista Varsity ceases to Beneficially Own shares of Common Stock representing at least 510% of the total voting power of the then outstanding Common StockTotal Outstanding Securities, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that VEP Group Varsity is entitled to nominate to the Board’s Slate for any election of directors Directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Total Outstanding Securities Beneficially Owned by Vista (“Vista Voting Control”) Varsity immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group Varsity notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy Statement relating to an election of directorsDirectors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of VEP Group Varsity for the Board to include such Nominees on the Board’s Slate; provided, provided that, in the event VEP Group Varsity is no longer entitled to nominate the full same number of Nominees then serving on the Board, VEP Group Varsity shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Board’s Slate, and of any other changes to the list of Nominees. If VEP Group Varsity fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of VEP Group Varsity then serving on the Board will be included in the Board’s Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista Varsity acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”” The Company agrees to provide written notice of the preparation of a Director Election Proxy Statement to Varsity at least 20 business days, but no more than 40 business days, prior to the earlier of the mailing and the filing date of any Director Election Proxy Statement.

Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that Vista and its Affiliates the CORE Investors cease to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each CORE Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Board Slate”) for each election of directors; and (ii) each CORE Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement Table of Contents thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. VEP Group CORE Designator will promptly provide reporting to the Company after Vista CORE Designator ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of CORE Nominees that VEP Group CORE Designator is entitled to nominate to the Board’s Board Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Vista CORE (“Vista CORE Voting Control”) ), as applicable, immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless VEP Group CORE Designator notifies the Company otherwise prior to the mailing to shareholders stockholders of the Director Election Proxy Statement relating to an election of directors, the CORE Nominees for such election shall be presumed to be the same CORE Nominees currently serving on the Board, and no further action shall be required of VEP Group CORE Designator for the Board to include such CORE Nominees on the Board’s Slate; provided, that, in the event VEP Group CORE Designator is no longer entitled to nominate the full number of CORE Nominees then serving on the Board, VEP Group CORE Designator shall provide advance written notice to the Company, of which currently servicing serving CORE Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of CORE Nominees. If VEP Group CORE Designator fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the CORE Nominees of VEP Group CORE Designator then serving on the Board will be included in the Board’s Board Slate. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Vista acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”