Common use of Other Business Opportunities Clause in Contracts

Other Business Opportunities. (a) The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Director or Sponsor Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Law: (i) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives or applicable Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates or any Partner Director or Sponsor Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Representatives and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates or any Partner Director or Sponsor Director otherwise existing at Law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives or any of their respective Affiliates or any such Partner Director or Sponsor Director to the fullest extent permitted by applicable Law.

Other Business Opportunities. (a) The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives Sellers (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and ), the Partner Sponsor Directors and the Sponsor Sellers Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries Subsidiaries or deemed to be competing with PubCo or any of its subsidiariesSubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiariesSubsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives Sellers (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and ), the Partner Sponsor Directors and the Sponsor Sellers Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiariesSubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives Sellers (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner ), a Sponsor Director or Sponsor a Sellers Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiariesSubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries Subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries Subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries Subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries Subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Lawlaw: (i) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives Sellers or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights AgreementAgreement or any other agreement entered into by such Party; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiariesSubsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or Sellers or any of their respective Affiliates (or any Partner Sponsor Director or Sponsor Sellers Director acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or Sellers or applicable Affiliates (or any Partner Sponsor Director or Sponsor Sellers Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or Sellers or any of their respective Affiliates or any Partner Sponsor Director or Sponsor Sellers Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder shareholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor and Sellers and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or Sellers or any of their respective Affiliates or any Partner Sponsor Director or Sponsor Sellers Director otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives Sponsor or Sellers or any of their respective Affiliates or any such Partner Sponsor Director or Sponsor Sellers Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) 6.4.1 The Parties parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (Aa) their respective Affiliatesits affiliates, (Bb) any portfolio company in which they it or any of their respective its affiliates or investment fund Affiliates affiliates have made a debt or equity investment (and vice versa) ), or (Cc) any of their respective limited partners, non-managing members (or other similar similar, direct or indirect investors) and the Partner Directors and director nominees of the Sponsor Directors foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo CayCo or any of its subsidiaries Subsidiaries or deemed to be competing with PubCo CayCo or any of its subsidiariesSubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo CayCo or any of its subsidiariesSubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (Aa) their respective Affiliatesits affiliates, (Bb) any portfolio company in which they it or any of their respective its affiliates or investment fund Affiliates affiliates have made a debt or equity investment (and vice versa) or (Cc) any of their respective limited partners, non-managing members (or other similar similar, direct or indirect investors) and the Partner Directors and director nominees of the Sponsor Directors foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with PubCo CayCo or any of its subsidiariesSubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives (including (Aa) their respective Affiliatesits affiliates, (Bb) any portfolio company in which they it or any of their respective its affiliates or investment fund Affiliates affiliates have made a debt or equity investment (and vice versa) or (Cc) any of their respective limited partners, non-managing members (or other similar similar, direct or indirect investors) or any Partner Director or Sponsor Directordirector nominee of the foregoing, respectively, ) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo CayCo or any of its subsidiariesSubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo CayCo or any of its subsidiaries Subsidiaries or any other HolderHolder or holder of share capital of CayCo, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo CayCo or any of its subsidiaries Subsidiaries or any other Holder or holder of share capital of CayCo (or its Affiliatesrespective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo CayCo or any of its subsidiaries Subsidiaries or any other Holder or holder of share capital of CayCo (or its Affiliatesrespective affiliates). For the avoidance of doubt, the Parties parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of PubCo CayCo or any of its subsidiaries Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. (b) 6.4.2 Each of the Parties parties hereby, to the fullest extent permitted by applicable Law: (ia) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives or nor any of their respective Affiliates its affiliates have any duty to PubCo CayCo or any of its subsidiaries Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (iib) acknowledges and agrees that (Aa) in the event of any conflict of interest between PubCo CayCo or any of its subsidiariesSubsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates its affiliates (or any Partner Director or Sponsor Director director nominee of the foregoing acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or such applicable Affiliates affiliates (or any Partner Director or Sponsor Director director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest interest, and (Bb) none of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates its affiliates or any Partner Director or Sponsor Director director nominee of the foregoing acting in his or her capacity as a directordirector or observer, shall be obligated (1) to reveal to PubCo CayCo or any of its subsidiaries Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates affiliates, or (2) to recommend or take any action in its capacity as a direct or indirect stockholder shareholder or director, as the case may be, that prefers the interest of PubCo CayCo or its subsidiaries Subsidiaries over the interest of such Person; and (iiic) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor and any of their respective Affiliatesits affiliates, and any officer, employee, agent or Affiliate affiliate of any such Person that may from time to time arise in respect of a breach by any such person Person of any duty or obligation disclaimed under this Section 5.12(b)(i) or Section 5.12(b)(ii)6.4. (c) 6.4.3 Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 6.4 shall not apply to any alleged claim or cause of action against any of the Institutional PartnersSponsor, the Sponsor or the Financial Services Representatives based upon the breach or nonperformance non-performance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) 6.4.4 The provisions of this Section 5.126.4, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or its affiliates or any director nominee of their respective Affiliates or any Partner Director or Sponsor Director the foregoing otherwise existing at Law law or in equity, are agreed by the Parties parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives Sponsor or any of their respective Affiliates its affiliates or any such Partner Director or Sponsor Director director nominee of the foregoing to the fullest extent permitted by applicable Law.

Other Business Opportunities. (a) 6.2.1 The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its Affiliates or investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and director nominees of the Sponsor Directors has foregoing have the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Personperson, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder Investor or holder of shares of PubCo the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its Affiliates or investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and director nominees of the Sponsor Directors foregoing may invest in, or provide services to, any Person person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives (including (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its Affiliates or investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Director or Sponsor Directordirector nominee of the foregoing, respectively, acquires knowledge of a potential transaction or matter (unless, with respect to any such director nominee, such transaction or matter is expressly presented to such director nominee in writing and solely in such person’s capacity as a director of PubCo) that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other HolderInvestor or holder of shares of PubCo, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder Investor or holder of shares of PubCo (or its respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Personperson, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder Investor or holder of shares of PubCo (or its respective Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph Section 6.2.1 is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph Section 6.2.1 shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) 6.2.2 Each of the Parties hereby, to the fullest extent permitted by applicable Law: (i) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives or applicable Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates or any Partner Director or Sponsor Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Representatives and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 6.2 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person person of this Investor Rights Agreement or any other agreement to which such Person person is a party. (d) 6.2.3 The provisions of this Section 5.126.2, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or any of their respective its Affiliates or any Partner Director or Sponsor Director director nominee of the foregoing otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives Sponsor or any of their respective its Affiliates or any such Partner Director or Sponsor Director director nominee of the foregoing to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each Each of the Institutional PartnersSponsor, the Sponsor IWM and the Financial Services Representatives Highlander (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) ), the Sponsor Director and the Partner Directors and the Sponsor IWM Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional PartnersSponsor, the Sponsor IWM and the Financial Services Representatives Highlander (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) ), the Sponsor Director and the Partner Directors and the Sponsor IWM Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional PartnersSponsor, the Sponsor IWM or the Financial Services Representatives Highlander (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner ), Sponsor Director or Sponsor IWM Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Lawlaw: (i) confirms that none of the Institutional PartnersSponsor, the Sponsor IWM or the Financial Services Representatives Highlander or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights AgreementAgreement or any other agreement entered into by such Party; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives IWM or Highlander or any of their respective Affiliates (or any Partner Sponsor Director or Sponsor IWM Director acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives IWM or Highlander or applicable Affiliates (or any Partner Sponsor Director or Sponsor IWM Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Representatives IWM or Highlander or any of their respective Affiliates or any Partner Sponsor Director or Sponsor IWM Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder shareholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Representatives IWM and Highlander and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives IWM or Highlander or any of their respective Affiliates or any Partner Sponsor Director or Sponsor IWM Director otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives IWM or Highlander or any of their respective Affiliates or any such Partner Sponsor Director or Sponsor IWM Director to the fullest extent permitted by applicable Lawlaw. (e) Notwithstanding anything to the contrary contained in this Section 5.12, in the event of any conflict with respect to Highlander between this Section 5.12 and the Services Agreement (as defined in the Business Combination Agreement), the Services Agreement shall control.

Other Business Opportunities. (a) The Parties parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law, and for the avoidance of doubt: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (Aa) their respective its Affiliates, (Bb) any portfolio company in which they it or any of their respective its Affiliates or investment fund Affiliates have made a debt or equity investment (and vice versa) ), or (Cc) any of their respective limited partners, non-managing members (or other similar similar, direct or indirect investors)) and the Partner Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo the Company or any of its subsidiaries Subsidiaries or deemed to be competing with PubCo the Company or any of its subsidiariesSubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person; provided, that such employee, officer, director or shareholder of any other Person in his, her or its capacity as such, is in compliance with the confidentiality, non-competition, non-solicitation, non-interference and similar obligations, if and to the extent applicable, with no obligation to offer to PubCo the Company or any of its subsidiariesSubsidiaries, or any other Holder or holder of share capital of the Company the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (Aa) their respective its Affiliates, (Bb) any portfolio company in which they it or any of their respective its Affiliates or investment fund Affiliates have made a debt or equity investment (and vice versa) or (Cc) any of their respective limited partners, non-managing members (or other similar similar, direct or indirect investors)) and the Partner Directors and the Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo the Company or any of its subsidiariesSubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives (including (Aa) their respective its Affiliates, (Bb) any portfolio company in which they it or any of their respective its Affiliates or investment fund Affiliates have made a debt or equity investment (and vice versa) or (Cc) any of their respective limited partners, non-managing members (or other similar similar, direct or indirect investors)) or any Partner Director or Sponsor Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo the Company or any of its subsidiariesSubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo the Company or any of its subsidiaries Subsidiaries or any other HolderHolder or holder of share capital of the Company, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo the Company or any of its subsidiaries Subsidiaries or any other Holder or holder of share capital of the Company (or its respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo the Company or any of its subsidiaries Subsidiaries or any other Holder or holder of share capital of the Company (or its respective Affiliates). For the avoidance of doubt, the Parties parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of PubCo the Company or any of its subsidiaries Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Law: (i) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives or applicable Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates or any Partner Director or Sponsor Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Representatives and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates or any Partner Director or Sponsor Director otherwise existing at Law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives or any of their respective Affiliates or any such Partner Director or Sponsor Director to the fullest extent permitted by applicable Law.

Other Business Opportunities. (a) The Parties parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives H&F Stockholders (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and directors of the Sponsor Directors Company or any of its Subsidiaries appointed by any of the H&F Stockholders has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo the Company or any of its subsidiaries Subsidiaries or deemed to be competing with PubCo the Company or any of its subsidiariesSubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo the Company or any of its subsidiariesSubsidiaries, or any other Holder Non-H&F Stockholder the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives H&F Stockholders (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and directors of the Sponsor Directors Company appointed by any of the H&F Stockholders may invest in, or provide services to, any Person that directly or indirectly competes with PubCo the Company or any of its subsidiariesSubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives H&F Stockholders (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner H&F Director or Sponsor DirectorNominee, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo the Company or any of its subsidiariesSubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo the Company or any of its subsidiaries Subsidiaries or any other HolderNon-H&F Stockholder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo the Company or any of its subsidiaries or Subsidiaries, any other Holder Non-H&F Stockholder (or its respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo the Company or any of its subsidiaries or Subsidiaries, any other Holder non-H&F Stockholder (or its respective Affiliates). For the avoidance of doubt, the Parties parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo the Company or any of its subsidiaries Subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each The Company, each of the Parties its Subsidiaries and each non-H&F Stockholder hereby, to the fullest extent permitted by applicable Lawlaw: (i) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives no H&F Stockholder or any of their respective its Affiliates have any duty to PubCo the Company or any of its subsidiaries Subsidiaries or to any other Holder Non-H&F Stockholder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo the Company or any of its subsidiariesSubsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives H&F Stockholder or any of their respective Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as such)its Affiliates, on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives or applicable Affiliates such H&F Stockholder (or any Partner Director or Sponsor Director director of the Company appointed by any H&F Stockholder acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Representatives H&F Stockholders or any of their respective Affiliates or any Partner H&F Director or Sponsor Director Nominee acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo the Company or any of its subsidiaries Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo the Company or its subsidiaries Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional PartnersH&F Stockholders, the Sponsor, the Financial Services Representatives and any of their respective AffiliatesH&F Director Nominee, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i5.14(b)(i) or Section 5.12(b)(ii5.14(b)(ii). (c) Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 5.14 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Representatives H&F Stockholder based upon the breach or nonperformance by such Person H&F Stockholder of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.125.14, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives H&F Stockholders or any of their respective Affiliates or any Partner H&F Director or Sponsor Director Nominee otherwise existing at Law law or in equity, are agreed by the Parties parties hereto to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives or any of their respective Affiliates H&F Stockholders or any such Partner H&F Director or Sponsor Director Nominee to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives DV Shareholders (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and ), the Partner Sponsor Directors and the Sponsor DV Shareholders Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries Subsidiaries or deemed to be competing with PubCo or any of its subsidiariesSubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiariesSubsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives DV Shareholders (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and ), the Partner Sponsor Directors and the Sponsor DV Shareholders Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiariesSubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives DV Shareholders (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner ), a Sponsor Director or Sponsor a DV Shareholders Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiariesSubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries Subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries Subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries Subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries Subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Lawlaw: (i) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives DV Shareholders or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights AgreementAgreement or any other agreement entered into by such Party; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiariesSubsidiaries, on the one hand, and any of Sponsor or the Institutional Partners, the Sponsor, the Financial Services Representatives DV Shareholders or any of their respective Affiliates (or any Partner Sponsor Director or Sponsor DV Shareholders Director acting in his or her capacity as such), on the other hand, Sponsor or the Institutional Partners, the Sponsor, the Financial Services Representatives DV Shareholders or applicable Affiliates (or any Partner Sponsor Director or Sponsor DV Shareholders Director acting in his or her capacity as a director) may act in its best interest and (B) none of Sponsor or the Institutional Partners, the Sponsor, the Financial Services Representatives DV Shareholders or any of their respective Affiliates or any Partner Sponsor Director or Sponsor DV Shareholders Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder shareholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of Sponsor and the Institutional Partners, the Sponsor, the Financial Services Representatives DV Shareholders and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of Sponsor or the Institutional Partners, the Sponsor, the Financial Services Representatives DV Shareholders or any of their respective Affiliates or any Partner Sponsor Director or Sponsor DV Shareholders Director otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of Sponsor or the Institutional Partners, the Sponsor, the Original Financial Services Representatives DV Shareholders or any of their respective Affiliates or any such Partner Sponsor Director or Sponsor DV Shareholders Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Partners, the Sponsor and the Financial Services Original Underwriter Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Original Underwriter Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Original Underwriter Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Director or Sponsor Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Law: (i) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Original Underwriter Representatives or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Original Underwriter Representatives or any of their respective Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Original Underwriter Representatives or applicable Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Original Underwriter Representatives or any of their respective Affiliates or any Partner Director or Sponsor Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Original Underwriter Representatives and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Original Underwriter Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Original Underwriter Representatives or any of their respective Affiliates or any Partner Director or Sponsor Director otherwise existing at Law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Underwriter Representatives or any of their respective Affiliates or any such Partner Director or Sponsor Director to the fullest extent permitted by applicable Law.

Other Business Opportunities. (a) 6.8.1 The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners, Pre-Closing Stockholders and the Sponsor and the Financial Services Representatives (including in the case of the ABRY Entities and Sponsor, (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Pre-Closing Holder Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional Partners, Pre-Closing Stockholders and the Sponsor and the Financial Services Representatives (including in the case of the ABRY Entities and Sponsor, (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Pre-Closing Holder Designated Directors and the Sponsor Designated Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional Partners, Pre-Closing Stockholders and the Sponsor or the Financial Services Representatives (including in the case of ABRY Entities and Sponsor, (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Pre-Closing Holder Designated Director or Sponsor Designated Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) 6.8.2 Each of the Parties hereby, to the fullest extent permitted by applicable Lawlaw: (ia) confirms that none of the Institutional Partners, Pre-Closing Stockholders or the Sponsor or the Financial Services Representatives or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (iib) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates (or any Partner Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor or applicable Affiliates (or any Partner Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates or any Partner Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iiic) waives any claim or cause of action against any of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i6.8.2(a) or Section 5.12(b)(ii6.8.2(b). (c) 6.8.3 Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 6.8 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, Pre-Closing Stockholders or the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) 6.8.4 The provisions of this Section 5.126.8, to the extent that they restrict the duties and liabilities of any of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates or any Partner Pre-Closing Holder Director or Sponsor Director otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Original Financial Services Representatives Sponsor or any of their respective Affiliates or any such Partner Pre-Closing Holder Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) 6.7.1 The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners, Pre-Closing Stockholders Searchlight and the Sponsor and the Financial Services Representatives (including in the case of the ABRY Entities, Searchlight and Sponsor, (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Pre-Closing Holder Directors, the Searchlight Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional PartnersPre-Closing Stockholders, Searchlight and the Sponsor and the Financial Services Representatives (including in the case of the ABRY Entities, Searchlight and Sponsor, (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Pre-Closing Holder Directors, the Searchlight Directors and the Sponsor Designated Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional PartnersPre-Closing Stockholders, Searchlight and the Sponsor or the Financial Services Representatives (including in the case of ABRY Entities, Searchlight and Sponsor, (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Pre-Closing Holder Director, Searchlight Director or Sponsor Designated Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) 6.7.2 Each of the Parties hereby, to the fullest extent permitted by applicable Lawlaw: (ia) confirms that none of the Institutional PartnersABRY Entities, Searchlight or the Sponsor or the Financial Services Representatives or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (iib) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional PartnersPre-Closing Stockholders, Searchlight, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates (or any Partner Pre-Closing Holder Director, Searchlight Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional PartnersPre-Closing Stockholders, Searchlight, the Sponsor, the Financial Services Representatives Sponsor or applicable their respective Affiliates (or any Partner Pre-Closing Holder Director, Searchlight Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional PartnersPre-Closing Stockholders, Searchlight, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates or any Partner Pre-Closing Holder Director, Searchlight Director or Sponsor Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iiic) waives any claim or cause of action against any of the Institutional PartnersPre-Closing Stockholders, Searchlight, the Sponsor, the Financial Services Representatives Sponsor and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(isubsection 6.7.2(a) or Section 5.12(b)(iisubsection 6.7.2(b). (c) 6.7.3 Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 6.7 shall not apply to any alleged claim or cause of action against any of the Institutional PartnersPre-Closing Stockholders, Searchlight or the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) 6.7.4 The provisions of this Section 5.12, 6.7 to the extent that they restrict the duties and liabilities of any of the Institutional PartnersPre-Closing Stockholders, Searchlight, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates or any Partner Pre-Closing Holder Director, Searchlight Director or Sponsor Director otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional PartnersPre-Closing Stockholders, Searchlight, the Sponsor, the Original Financial Services Representatives Sponsor or any of their respective Affiliates or any such Partner Pre-Closing Holder Director, Searchlight Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional PartnersHolders, the Sponsor and the Financial Services Representatives Blade Holders who are not a Management Holder (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors Designees has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) the Sponsor, the Blade Holders who are not Management Holders, and each of the Institutional Partners, the Sponsor and the Financial Services Representatives Holders (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors Designees may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional PartnersHolders, the Sponsor Blade Holders who are not Management Holders or the Financial Services Representatives Sponsor (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Director or Sponsor DirectorDesignee, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Law: (i) confirms that none of the Institutional PartnersHolders, the Sponsor Blade Holders who are not Management Holders or the Financial Services Representatives Sponsor or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional PartnersHolders, the SponsorBlade Holders who are not Management Holders, the Financial Services Representatives Sponsor or any of their respective Affiliates (or any Partner Director or Sponsor Director Designee acting in his or her capacity as such), on the other hand, the such applicable Institutional PartnersHolder, the SponsorBlade Holder who is not a Management Holder, the Financial Services Representatives Sponsor or applicable Affiliates (or any Partner Director or Sponsor Director Designee acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional PartnersHolders, the SponsorBlade Holders who are not Management Holders, the Financial Services Representatives Sponsor or any of their respective Affiliates or any Partner Director or Sponsor Director Designee acting in his or her capacity as a directorDirector or observer of the Board, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional PartnersHolders, the SponsorBlade Holders who are not Management Holders, the Financial Services Representatives Sponsor and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional PartnersHolders, the Sponsor Blade Holders who are not Management Holders or the Financial Services Representatives Sponsor based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional PartnersHolders, the Blade Holders who are not Management Holders, the Sponsor, the Financial Services Representatives Blade or any of their respective Affiliates or any Partner Director or Sponsor Director Designee otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional PartnersHolders, the Sponsor, the Original Financial Services Representatives Sponsor or any of their respective Affiliates or any such Partner Director or Sponsor Director Designee to the fullest extent permitted by applicable Law.

Other Business Opportunities. (a) The Parties parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional PartnersArsenal Stockholders (in each case, the Sponsor and the Financial Services Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective affiliated investment fund funds or Affiliates have made a debt or equity investment (and vice versa) or and (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors each Arsenal Director Nominee has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo the Company or any of its subsidiaries Subsidiaries or deemed to be competing with PubCo the Company or any of its subsidiariesSubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo the Company or any of its subsidiaries, or any other Holder Subsidiaries the right to participate therein; (ii) each of the Institutional PartnersArsenal Stockholders (in each case, the Sponsor and the Financial Services Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective affiliated investment fund funds or Affiliates have made a debt or equity investment (and vice versa) or and (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors each Arsenal Director Nominee may invest in, or provide services to, any Person that directly or indirectly competes with PubCo the Company or any of its subsidiariesSubsidiaries; and (iii) in the event that any of the Institutional PartnersArsenal Stockholders (in each case, the Sponsor or the Financial Services Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective affiliated investment fund funds or Affiliates have made a debt or equity investment (and vice versa) or and (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Arsenal Director or Sponsor Director, respectively, Nominee acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo the Company or any of its subsidiariesSubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo the Company or any of its subsidiaries or any other HolderSubsidiaries, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo the Company or any of its subsidiaries or any other Holder (or its Affiliates) Subsidiaries for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo the Company or any of its subsidiaries or any other Holder (or its Affiliates)Subsidiaries. For the avoidance of doubt, the Parties parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo the Company or any of its subsidiaries Subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each The Company and each of the Parties its Subsidiaries hereby, to the fullest extent permitted by applicable Lawlaw: (i) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives or no Arsenal Stockholder nor any of their respective its Affiliates have has any duty to PubCo the Company or any of its subsidiaries or to any other Holder Subsidiaries other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo the Company or any of its subsidiariesSubsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives Arsenal Stockholder or any of their respective Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as such)its Affiliates, on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives such Arsenal Stockholder or applicable any of its Affiliates (or and any Partner Arsenal Director or Sponsor Director acting in his or her capacity as a directorNominee) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Representatives or Arsenal Stockholders nor any of their respective Affiliates (or any Partner Arsenal Director or Sponsor Director acting in his or her capacity as a directorNominee), shall be obligated (1) to reveal to PubCo the Company or any of its subsidiaries Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder Stockholder or director, as the case may be, that prefers the interest of PubCo the Company or its subsidiaries Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional PartnersArsenal Stockholders, the Sponsor, the Financial Services Representatives and any of their respective Affiliates, Arsenal Director Nominee and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i3.10(b)(i) or Section 5.12(b)(ii3.10(b)(ii). (c) Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 3.10 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Representatives Arsenal Stockholder based upon the breach or nonperformance by such Person Arsenal Stockholder of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.123.10, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives Arsenal Stockholders or any of their respective Affiliates or any Partner Arsenal Director or Sponsor Director Nominee otherwise existing at Law law or in equity, are agreed by the Parties parties hereto to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives or any of their respective Affiliates Arsenal Stockholders or any such Partner Arsenal Director or Sponsor Director Nominee to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional PartnersH&F Holders, the Sponsor GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder and the Financial Services Representatives PIF (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Seller Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional PartnersH&F Holders, the Sponsor GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder and the Financial Services Representatives PIF (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Seller Directors and the Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional PartnersH&F Holders, the Sponsor GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder or the Financial Services Representatives PIF (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Seller Director or Sponsor Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Lawlaw: (i) confirms that none of the Institutional PartnersH&F Holders, the Sponsor GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder or the Financial Services Representatives PIF or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional PartnersH&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Financial Services Representatives Founder Holder or PIF or any of their respective Affiliates (or any Partner Seller Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional Partnerssuch applicable H&F Holder, GIC Holder, LGP Holder, PIH Rollover Holder, the Sponsor, the Financial Services Representatives Founder Holder, PIF or applicable Affiliates (or any Partner Seller Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional PartnersH&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Financial Services Representatives Founder Holder or PIF or any of their respective Affiliates or any Partner Seller Director, Sponsor Director or Sponsor Director PIF Board Observer acting in his or her capacity as a directordirector or observer, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional PartnersH&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Financial Services Representatives Founder Holder and PIF and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional PartnersH&F Holders, the Sponsor GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder or the Financial Services Representatives PIF based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional PartnersH&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Financial Services Representatives Founder Holder, PIF or any of their respective Affiliates or any Partner Seller Director or Sponsor Director otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional PartnersH&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Original Financial Services Representatives Founder Holder, PIF or any of their respective Affiliates or any such Partner Seller Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) The Parties parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional PartnersSponsor, the Sponsor SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Financial Services Representatives Red Crow Investors (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective Affiliates or investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and director nominees of the Sponsor Directors foregoing has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo the Company or any of its subsidiaries or deemed to be competing with PubCo the Company or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo the Company or any of its subsidiaries, or any other Holder Investor or holder of capital stock of the Company the right to participate therein; (ii) each of the Institutional PartnersSponsor, the Sponsor SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Financial Services Representatives Red Crow Investors (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective Affiliates or investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and director nominees of the Sponsor Directors foregoing may invest in, or provide services to, any Person that directly or indirectly competes with PubCo the Company or any of its subsidiaries; and (iii) in the event that any of the Institutional PartnersSponsor, the Sponsor or SoftBank Investors, the Financial Services Representatives Silver Lake Investors, the QIA Investors and the Red Crow Investors (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective Affiliates or investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Director or Sponsor Directordirector nominee of the foregoing, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo the Company or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo the Company or any of its subsidiaries or any other HolderInvestor or holder of capital stock of the Company, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, and shall not be liable to PubCo the Company or any of its subsidiaries or any other Holder Investor or holder of capital stock of the Company (or its respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo the Company or any of its subsidiaries or any other Holder Investor or holder of capital stock of the Company (or its respective Affiliates). For the avoidance of doubt, the Parties parties acknowledge that that, subject to Section 3.8(c), this paragraph Section 3.8(a) is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo the Company or any of its subsidiaries with respect to the matters set forth hereinopportunities expressly disclaimed by this Section 3.8(a), and this paragraph Section 3.8(a) shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Law: (i) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives or applicable Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates or any Partner Director or Sponsor Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Representatives and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 3.8 shall not apply to any alleged claim or cause of action against any of the Institutional PartnersSponsor, the Sponsor or SoftBank Investors, the Financial Services Representatives Silver Lake Investors, the QIA Investors and the Red Crow Investors based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (dc) The provisions of Notwithstanding anything to the contrary in this Section 5.123.8, this Section 3.8 shall not apply to any potential transaction or matter that may be a corporate or other business opportunity for the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives Company or any of their respective Affiliates its subsidiaries presented in writing to any Sponsor Independent Nominee, SoftBank Nominee, SoftBank Independent Nominee, Silver Lake Nominee, QIA Nominee, Red Crow Nominee or any Partner Director Red Crow Independent Nominee expressly in each such Person’s capacity as a director or Sponsor Director otherwise existing at Law or in equity, are agreed by the Parties to replace such other duties and liabilities employee of the Institutional Partners, the Sponsor, the Original Financial Services Representatives Company or any of their respective Affiliates or its subsidiaries (and not in any such Partner Director or Sponsor Director to the fullest extent permitted by applicable Lawother capacity).

Other Business Opportunities. (a) The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each Each of the Institutional PartnersSponsor, the Sponsor IWM, Highlander and the Financial Services Representatives Binance (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and ), the Partner Sponsor Director, the IWM Directors and the Sponsor Binance Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional PartnersSponsor, the Sponsor IWM, Highlander and the Financial Services Representatives Binance (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and ), the Partner Sponsor Director, the IWM Directors and the Sponsor Binance Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional PartnersSponsor, the Sponsor IWM, Highlander or the Financial Services Representatives Binance (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner ), Sponsor Director, IWM Director or Sponsor Binance Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Lawlaw: (i) confirms that none of the Institutional PartnersSponsor, the Sponsor IWM, Highlander or the Financial Services Representatives Binance or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights AgreementAgreement or any other agreement entered into by such Party; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives IWM, Highlander or Binance or any of their respective Affiliates (or any Partner Sponsor Director, IWM Director or Sponsor Binance Director acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives IWM, Highlander or Binance or applicable Affiliates (or any Partner Sponsor Director, IWM Director or Sponsor Binance Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, the Sponsor, the Financial Services Representatives IWM, Highlander or Binance or any of their respective Affiliates or any Partner Sponsor Director, IWM Director or Sponsor Binance Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder shareholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Representatives IWM, Highlander and Binance and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives IWM, Highlander or Binance or any of their respective Affiliates or any Partner Sponsor Director, IWM Director or Sponsor Binance Director otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives IWM, Highlander or Binance or any of their respective Affiliates or any such Partner Sponsor Director, IWM Director or Sponsor Binance Director to the fullest extent permitted by applicable Lawlaw. (e) Notwithstanding anything to the contrary contained in this Section 5.12, in the event of any conflict with respect to Highlander between this Section 5.12 and the Services Agreement (as defined in the Business Combination Agreement), the Services Agreement shall control.

Other Business Opportunities. (a) 6.8.1 The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners, Pre-Closing Stockholders and the Sponsor and the Financial Services Representatives (including in the case of Abry and Sponsor, (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Pre-Closing Holder Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional Partners, Pre-Closing Stockholders and the Sponsor and the Financial Services Representatives (including in the case of Abry and Sponsor, (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Pre-Closing Holder Designated Directors and the Sponsor Designated Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional Partners, Pre-Closing Stockholders and the Sponsor or the Financial Services Representatives (including in the case of Abry and Sponsor, (A) their respective its Affiliates, (B) any portfolio company in which they it or any of their respective its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Pre-Closing Holder Designated Director or Sponsor Designated Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) 6.8.2 Each of the Parties hereby, to the fullest extent permitted by applicable Lawlaw: (ia) confirms that none of the Institutional Partners, Pre-Closing Stockholders or the Sponsor or the Financial Services Representatives or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (iib) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates (or any Partner Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor or applicable Affiliates (or any Partner Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates or any Partner Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iiic) waives any claim or cause of action against any of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i6.8.2(a) or Section 5.12(b)(ii6.8.2(b). (c) 6.8.3 Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 6.8 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, Pre-Closing Stockholders or the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) 6.8.4 The provisions of this Section 5.126.8, to the extent that they restrict the duties and liabilities of any of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates or any Partner Pre-Closing Holder Director or Sponsor Director otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional PartnersPre-Closing Stockholders, the Sponsor, the Original Financial Services Representatives Sponsor or any of their respective Affiliates or any such Partner Pre-Closing Holder Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners, Partners and the Sponsor and the Financial Services Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or and (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries, or any other Holder the right to participate therein; (ii) each of the Institutional Partners, Partners and the Sponsor and the Financial Services Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or and (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Partner Directors and the Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its subsidiaries; and (iii) in the event that any of the Institutional Partners, Partners or the Sponsor or the Financial Services Representatives (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or and (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any Partner Director or Sponsor Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries or any other Holder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries or any other Holder (or its Affiliates). For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. (b) Each of the Parties hereby, to the fullest extent permitted by applicable Lawlaw: (i) confirms that none of the Institutional Partners, Partners or the Sponsor or the Financial Services Representatives or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives Partners or Sponsor or applicable Affiliates (or any Partner Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Institutional Partners, Partner or the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates or any Partner Director or Sponsor Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect stockholder or director, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against any of the Institutional Partners, Partners or the Sponsor, the Financial Services Representatives Sponsor and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall not apply to any alleged claim or cause of action against any of the Institutional Partners, Partners or the Sponsor or the Financial Services Representatives based upon the breach or nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates or any Partner Director or Sponsor Director otherwise existing at Law law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives Sponsor or any of their respective Affiliates or any such Partner Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. (a) 6.4.1 The Parties parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (Aa) their respective Affiliatesits affiliates, (Bb) any portfolio company in which they it or any of their respective its affiliates or investment fund Affiliates affiliates have made a debt or equity investment (and vice versa) ), or (Cc) any of their respective limited partners, non-managing members (or other similar similar, direct or indirect investors) and the Partner Directors and director nominees of the Sponsor Directors foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo CayCo or any of its subsidiaries Subsidiaries or deemed to be competing with PubCo CayCo or any of its subsidiariesSubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo CayCo or any of its subsidiariesSubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (Aa) their respective Affiliatesits affiliates, (Bb) any portfolio company in which they it or any of their respective its affiliates or investment fund Affiliates affiliates have made a debt or equity investment (and vice versa) or (Cc) any of their respective limited partners, non-managing members (or other similar similar, direct or indirect investors) and the Partner Directors and director nominees of the Sponsor Directors foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with PubCo CayCo or any of its subsidiariesSubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives (including (Aa) their respective Affiliatesits affiliates, (Bb) any portfolio company in which they it or any of their respective its affiliates or investment fund Affiliates affiliates have made a debt or equity investment (and vice versa) or (Cc) any of their respective limited partners, non-managing members (or other similar similar, direct or indirect investors) or any Partner Director or Sponsor Directordirector nominee of the foregoing, respectively, ) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo CayCo or any of its subsidiariesSubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo CayCo or any of its subsidiaries Subsidiaries or any other HolderHolder or holder of share capital of CayCo, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo CayCo or any of its subsidiaries Subsidiaries or any other Holder or holder of share capital of CayCo (or its Affiliatesrespective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo CayCo or any of its subsidiaries Subsidiaries or any other Holder or holder of share capital of CayCo (or its Affiliatesrespective affiliates). For the avoidance of doubt, the Parties parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of PubCo CayCo or any of its subsidiaries Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. (b) 6.4.2 Each of the Parties parties hereby, to the fullest extent permitted by applicable Law: (ia) confirms that none of the Institutional Partners, the Sponsor or the Financial Services Representatives or nor any of their respective Affiliates its affiliates have any duty to PubCo CayCo or any of its subsidiaries Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (iib) acknowledges and agrees that (Aa) in the event of any conflict of interest between PubCo CayCo or any of its subsidiariesSubsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates its affiliates (or any Partner Director or Sponsor Director director nominee of the foregoing acting in his or her capacity as such), on the other hand, the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or such applicable Affiliates affiliates (or any Partner Director or Sponsor Director director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest interest, and (Bb) none of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor or any of their respective Affiliates its affiliates or any Partner Director or Sponsor Director director nominee of the foregoing acting in his or her capacity as a directordirector or observer, shall be obligated (1) to reveal to PubCo CayCo or any of its subsidiaries Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates affiliates, or (2) to recommend or take any action in its capacity as a direct or indirect stockholder shareholder or director, as the case may be, that prefers the interest of PubCo CayCo or its subsidiaries Subsidiaries over the interest of such Person; and (iiic) waives any claim or cause of action against any of the Institutional Partners, the Sponsor, the Financial Services Representatives Sponsor and any of their respective Affiliatesits affiliates, and any officer, employee, agent or Affiliate affiliate of any such Person that may from time to time arise in respect of a breach by any such person Person of any duty or obligation disclaimed under this Section 5.12(b)(i) or Section 5.12(b)(ii)6.4. (c) 6.4.3 Each of the Parties parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 6.4 shall not apply to any alleged claim or cause of action against any of the Institutional PartnersSponsor, the Sponsor or the Financial Services Representatives based upon the breach or nonperformance non-performance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor, the Financial Services Representatives or any of their respective Affiliates or any Partner Director or Sponsor Director otherwise existing at Law or in equity, are agreed by the Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor, the Original Financial Services Representatives or any of their respective Affiliates or any such Partner Director or Sponsor Director to the fullest extent permitted by applicable Law.