Common use of Post-Closing Undertakings Clause in Contracts

Post-Closing Undertakings. Preserved information 9.1 For a period of seven years from Closing, the Purchaser shall, and shall procure that the Target Companies shall: (a) preserve all documents, records, correspondence, accounts and other information related to the Target Companies in respect of the period prior to Closing (the Purchaser’s Preserved Information); and (b) allow any member of any Sellers’ Group, and its duly authorised Representatives, financial, accounting, legal or other advisers (on reasonable notice in writing to the Purchaser) reasonable access to the Purchaser’s Preserved Information, and provide such other reasonable information and assistance (including access to premises and personnel during Working Hours), and the right to examine and copy or photograph at the expense of the relevant member of the Sellers’ Group) any assets, documents and records, in each case as such member of the Sellers’ Group and its duly authorised Representatives, financial, accounting, legal or other advisers may reasonably require for Tax, AMS6540051 168372-0004 accounting, filing, reporting, audit, on-going litigation and compliance requirements (or any other legal or regulatory requirement) with respect to the Target Companies, subject to such Seller or such member of the Sellers’ Group agreeing in such form as the Purchaser may reasonably require to keep all such information confidential, as applicable. 9.2 The Sellers shall deliver, or cause to be delivered, to Voice Topco promptly following Closing, all records, correspondence, documents, files, memoranda and other papers (in whatever form) belonging to Voice Topco and all other Target Companies, as well as any branches, permanent establishments and places of business of a Target Company. 9.3 Voicebox undertakes to the Purchaser and each member of the Purchaser Group that, except with the prior written consent of the Purchaser, it shall not (and it shall procure that each member of its Sellers’ Group shall not), at any time during the period of three years beginning with the Effective Closing Time, offer employment to, enter into a contract for the services of, or attempt to entice away from any of the Target Companies, any Key Employee, whether or not such person would commit a breach of contract by reason of leaving such employment or engagement (except a person who responds, without any form of approach or solicitation by or on behalf of any member of Voicebox’s Sellers’ Group, to a general public advertisement not specifically targeted at such person, or otherwise makes an unsolicited approach to a member of Voicebox’s Sellers’ Group) or procure or facilitate the making of any such attempt by any other person. 9.4 Each of the Management Sellers undertakes to the Purchaser and each member of the Purchaser Group that, without the prior written consent of the Purchaser, he shall not: (a) at any time during the Restricted Period: (i) carry on, or be concerned, engaged or interested in any business in the United Kingdom, Belgium, the USA, El Salvador, Panama and Turkey which is, or has a documented intention to be, in competition with, the Business as conducted by the Target Group as at the Closing Date or assist any other person to do any of the foregoing things; (ii) offer employment to, enter into a contract for the services of, or attempt to entice away from any of the Target Companies, any Key Employee, whether or not such person would commit a breach of contract by reason of leaving such employment or engagement (except a person who responds, without any form of approach or solicitation by or on behalf of any Management Seller, to a general public advertisement not specifically targeted at such person, or a person who makes an unsolicited approach to a Management Seller) or procure or facilitate the making of any such attempt by any other person; AMS6540051 168372-0004 (iii) deal with or canvass, solicit or seek to solicit, in competition with the Target Companies, the custom of any person who has been a customer of any of the Target Companies at any time within the 12 months immediately prior to Closing and with which that Management Seller had business dealings during that same 12-month period; or (iv) solicit or entice away from any of the Target Companies any supplier who had supplied goods and/or services to any of the Target Companies at any time during the 12 months immediately prior to Closing if that solicitation or enticement causes or could cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to any of the Target Companies; or (b) at any time after Closing, use in the course of trade or in any business: (other than the Business itself) (i) the words “voxbone”, “voxdid”, “voxout”, “vox” and “inum”; (ii) any trade or service xxxx, business or domain name, design or logo which, at Closing, was or had been used by any of the Target Companies; or (iii) anything which is, in the reasonable opinion of the Purchaser, capable of confusion with such words, xxxx, name, design or logo; (c) at any time from the date of this Agreement, enter into any agreement or arrangement or binding understanding with any member of Voicebox’s Sellers’ Group with financial repercussions on, or leading to liability on the part of, any party to such agreement or arrangement (whether at the time such agreement or arrangement or binding understanding is entered into or in the future). 9.5 Nothing contained in clause 9.4 shall prevent any of the Management Sellers from being employed or engaged by any Target Company or, for so long as they remain employed or engaged by any Target Company, restrict them from duly carrying out their duties as employees, consultants, service providers and/or directors of any Target Company. 9.6 The undertakings in clauses 9.3 and 9.4 are intended for the benefit of the Purchaser and the Purchaser Group and apply to actions carried out by the applicable Seller, or, with respect to clause 9.3, Voicebox’s Sellers’ Group, in any capacity whatsoever and whether directly or indirectly, on such Seller’s or such member of its Sellers’ Group’s own behalf, on behalf of any other person or jointly with any other person. 9.7 The undertakings contained in clauses 9.3 and 9.4 are reasonable and necessary for the protection of the Purchaser’s legitimate interests in the goodwill of the Target Group and to confer upon the Purchaser the full benefit of the business and goodwill of the Target Group, and shall be construed as separate and independent undertakings. If any such undertaking is held to be void or AMS6540051 168372-0004 unenforceable, the validity of the remaining undertakings shall not be affected, and if any such undertaking is found to be void or unenforceable but would be valid and enforceable if some part or parts of the undertaking were deleted, such undertaking shall apply with such modification as may be necessary to make it valid and enforceable. 9.8 Without prejudice to clause 9.7, if any undertaking in this clause 9 is found by any court or other competent authority to be void or unenforceable, the Parties shall negotiate in good faith to replace such void or unenforceable undertaking with a valid provision which, as far as possible, has the same commercial effect as the provision which it replaces. 9.9 Save in the case of fraud or fraudulent misrepresentation, each Seller undertakes to the Purchaser that it:

Post-Closing Undertakings. Preserved information 9.1 For a period of seven years from 12.1 The Sellers and the Owners will enter into the Transition Services Agreement in the form attached hereto as Exhibit [L] under which they shall ensure that for eighteen (18) months after Closing, the Purchaser shall, and Sellers shall procure that the Target Companies shall: (a) preserve all documents, records, correspondence, accounts and other information related provide to the Target Companies in respect of the period prior to Closing (the Purchaser’s Preserved Information); and (b) allow any member of any Sellers’ Group, Purchaser such facilities and its duly authorised Representatives, financial, accounting, legal or other advisers (on reasonable notice in writing to the Purchaser) reasonable access to the Purchaser’s Preserved Information, and provide such other reasonable information and assistance (including access to premises and personnel during Working Hours), and the right to examine and copy or photograph at the expense of the relevant member of the Sellers’ Group) any assets, documents and records, in each case as such member of the Sellers’ Group and its duly authorised Representatives, financial, accounting, legal or other advisers may reasonably require for Tax, AMS6540051 168372-0004 accounting, filing, reporting, audit, on-going litigation and compliance requirements (or any other legal or regulatory requirement) with respect to the Target Companies, subject to such Seller or such member of the Sellers’ Group agreeing in such form services as the Purchaser or any of its Affiliates may from time to time reasonably require to keep enable the Acquired Assets to continue in operation in all material respects in the same manner in which they were carried on and on the same terms on which such information confidential, as applicablefacilities or services were provided. 9.2 The Sellers shall deliver, or cause to be delivered, to Voice Topco promptly following Closing, all records, correspondence, documents, files, memoranda 12.2 Each Seller and other papers (in whatever form) belonging to Voice Topco and all other Target Companies, as well as any branches, permanent establishments and places of business of a Target Company. 9.3 Voicebox each Owner undertakes to the Purchaser and each member of the Purchaser Group to ensure that, except with as soon as reasonably practicable after the prior written consent of the PurchaserClosing Date and in any event within three (3) months afterwards, it shall not (and it shall procure that each member of its Sellers’ Group shall not), at any time during the period of three years beginning with the Effective Closing Time, offer employment to, enter into a contract for the services of, or attempt to entice away from any of the Target Companies, IP Acquired Assets is duly transferred to the Purchaser or any Key Employee, whether or not such person would commit a breach of contract by reason of leaving such employment or engagement (except a person who responds, without any form of approach or solicitation by or on behalf of any member of Voicebox’s Sellers’ Group, to a general public advertisement not specifically targeted at such person, or otherwise makes an unsolicited approach to a member of Voicebox’s Sellers’ Group) or procure or facilitate the making of any such attempt by any other persondesignated Affiliates with registration and/or filing with the relevant Governmental Entity. 9.4 12.3 Each of the Management Sellers Seller and each Owner undertakes to the Purchaser and each member of the Purchaser Group to ensure that, without the prior written consent of the Purchaser, he shall not: (a) at any time during the Restricted Period: (i) carry on, or be concerned, engaged or interested in any business in the United Kingdom, Belgium, the USA, El Salvador, Panama and Turkey which is, or has a documented intention to be, in competition with, the Business as conducted by the Target Group soon as at reasonably practicable after the Closing Date or assist and in any other person to do event within thirty (30) days afterwards, none of the Sellers nor any of the foregoing things; (ii) offer employment to, enter into a contract for the services of, Owners will use any information which consists of or attempt to entice away from incorporates any of the Target Companies, any Key Employee, whether or not such person would commit a breach of contract by reason of leaving such employment or engagement (except a person who responds, without any form of approach or solicitation by or on behalf of any Management Seller, to a general public advertisement not specifically targeted at such personIP, or a person who makes an unsolicited approach to a Management Seller) or procure or facilitate the making of any such attempt by any other person; AMS6540051 168372-0004 (iii) deal with or canvass, solicit or seek to solicit, in competition with the Target Companies, the custom of any person who has been a customer of any of the Target Companies at any time within the 12 months immediately prior to Closing and with which that Management Seller had business dealings during that same 12-month period; or (iv) solicit or entice away from any of the Target Companies any supplier who had supplied goods and/or services to any of the Target Companies at any time during the 12 months immediately prior to Closing if that solicitation or enticement causes or could cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to any of the Target Companies; or (b) at any time after Closing, use in the course of trade or in any business: (other than the Business itself) (i) the words “voxbone”, “voxdid”, “voxout”, “vox” and “inum”; (ii) any trade or service xxxx, business or domain name, design or logo anything which, at Closing, was or had been used by any of the Target Companies; or (iii) anything which is, in the reasonable opinion of the Purchaser, capable is substantially or confusingly similar to any of confusion it unless otherwise agreed to by the Purchaser or any of its designated Affiliates or Representatives in writing. 12.4 Each Seller and each Owner undertakes to the Purchaser to ensure that, as soon as reasonably practicable after the Closing Date and in any event within three (3) months afterwards, the title to the Owned Property and lease under the Leased Real Property is duly transferred with the transfer agreement signed with relevant third parties and with registration and/filing with the relevant Governmental Entity, if necessary. 12.5 Each Seller and each Owner undertakes to the Purchaser to ensure that, as soon as reasonably practicable after the Closing Date and in any event within three (3) months afterwards, the Material Contracts are duly transferred to the Purchaser by obtaining consent from any third party (if necessary) and the Purchaser or any of its Affiliates reenter into the contracts with such wordsthird parties in a proper way. 12.6 Each Seller and each Owner undertakes to the Purchaser to ensure that, xxxxas soon as reasonably practicable after the Closing Date and in any event within twenty (20) days afterwards, namethe title to all tangible assets (including automobiles) is duly transferred to the Purchaser with registration and filing with the relevant Governmental Entity and notification to the relevant insurance companies. 12.7 Each Seller and each Owner undertakes to the Purchaser to ensure that, design as soon as reasonably practicable after the Closing Date and in any event within fifteen (15) days afterwards, the Acquired Assets other than those mentioned above are duly handed over to the Purchaser with due care and witnessed by independent third party(ies). 12.8 Should the transfer of the Acquired Assets be delayed due to any cause beyond the control of either the Sellers or logo;each of the Owners, the Sellers and the Owners shall notify the Purchaser with extended period of time in a timely manner. Both the Sellers and the Purchaser shall negotiate on the new completion date for the transfer. (c) at 12.9 After the Closing Date, the Sellers and the Owners shall have no right to further develop any time from products or render any service which competes with the date Business, or further use, modify, improve, upgrade any of the Acquired Assets, especially the Intellectual Property, except for the implementation of this Agreement, enter into any agreement or arrangement or binding understanding with any member of Voicebox’s Sellers’ Group with financial repercussions on, or leading to liability on 12.10 After the part of, any party to such agreement or arrangement (whether at the time such agreement or arrangement or binding understanding is entered into or in the future). 9.5 Nothing contained in clause 9.4 shall prevent any of the Management Sellers from being employed or engaged by any Target Company or, for so long as they remain employed or engaged by any Target Company, restrict them from duly carrying out their duties as employees, consultants, service providers and/or directors of any Target Company. 9.6 The undertakings in clauses 9.3 and 9.4 are intended for the benefit of the Purchaser and the Purchaser Group and apply to actions carried out by the applicable Seller, or, with respect to clause 9.3, Voicebox’s Sellers’ Group, in any capacity whatsoever and whether directly or indirectly, on such Seller’s or such member of its Sellers’ Group’s own behalf, on behalf of any other person or jointly with any other person. 9.7 The undertakings contained in clauses 9.3 and 9.4 are reasonable and necessary for the protection of the Purchaser’s legitimate interests in the goodwill of the Target Group and to confer upon the Purchaser the full benefit of the business and goodwill of the Target Group, and shall be construed as separate and independent undertakings. If any such undertaking is held to be void or AMS6540051 168372-0004 unenforceable, the validity of the remaining undertakings shall not be affected, and if any such undertaking is found to be void or unenforceable but would be valid and enforceable if some part or parts of the undertaking were deleted, such undertaking shall apply with such modification as may be necessary to make it valid and enforceable. 9.8 Without prejudice to clause 9.7, if any undertaking in this clause 9 is found by any court or other competent authority to be void or unenforceableClosing Date, the Parties shall negotiate reasonably cooperate with each other in good faith the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such other Party relating to replace or arising out of the conduct of the Business prior to or after the Closing Date. The Party requesting such void cooperation shall pay the reasonable out-of-pocket expenses incurred in providing such cooperation by the cooperating Party (including its officers, directors, employees and agents), but shall not be responsible for reimbursing such Party or unenforceable undertaking with a valid provision whichits officers, as far as possibledirectors, has the same commercial effect as the provision which it replacesemployees and agents for their reasonable time spent in such cooperation. 9.9 Save in 12.11 The Sellers and the case of fraud Owners shall ensure that (a) all monies or fraudulent misrepresentation, each Seller undertakes other items belonging to the Purchaser or which should have properly been paid or provided to it in relation to the Business (b) all notices, correspondence, orders or enquiries to the extent that it:they relate to the Business, which any Seller receives after Closing are promptly passed to the Purchaser.

Post-Closing Undertakings. Preserved information11.1. The Purchaser acknowledges that the Sellers’ Representatives and/or the Sellers may need access, from time to time, after Closing to certain accounting and tax records and information held by the Target Companies to the extent such records and information pertain to events occurring prior to Closing and agrees that the Purchaser shall, and shall cause the Target Companies to: 9.1 (a) retain and maintain such records (in the form such records are held at Closing or in substantially similar form) until the earlier of the date that is seven years after Closing and such time as each Sellers’ Representative agrees that such retention and maintenance is no longer necessary; (b) allow each Sellers’ Representative and the Sellers and, where applicable, their respective officers, employees, agents, auditors, professional advisers and representatives, to inspect, review and make copies of such records as such Sellers’ Representative or a Seller may reasonably deem necessary or appropriate from time to time, during Working Hours and by providing no less than three Business Days’ notice to the Purchaser, and at the expense of such Sellers’ Representative or Seller (as applicable); (c) without prejudice to clause 11.1(b), provide reasonable assistance to the Sellers to meet such Sellers’ tax compliance, filing and/or reporting obligations with respect to the Target Companies by providing information relating to the financial activities of the Target Companies, including financial statements of the Target Companies for the financial year in which Closing takes place, as soon as reasonably practicable; and (d) provide such other assistance and information as may reasonably be requested by any Sellers’ Representative and/or any Seller in order to comply with any tax compliance, filing and/or reporting obligations. 11.2. Each Seller undertakes in respect of itself only (in the event that a claim is made against it in connection with the Proposed Transaction) not to make a claim against any Target Company or any person who was at any time prior to Closing an employee, consultant, officer or director of any Target Company (a Covered Person) on whom that Seller may have relied in negotiating this Deed, except in the case of fraud or deliberate concealment by such Target Company or Covered Person. 11.3. For a period of seven six years from Closing, save to the extent such provisions are inconsistent with applicable law or regulation, the Purchaser shall ensure that any indemnity and/or immunity provisions contained in the memorandum and articles of association (or similar constitutional documents) of each Target Company of which a Covered Person was an employee, officer or director immediately prior to Closing are not amended, repealed or modified in any manner that would affect adversely the rights of any Covered Person. 11.4. For six years from Closing, the Purchaser shall ensure that each Target Company maintains in force such “run-off” directors’ and officers’ liability insurance policies as will enable each Covered Person to make claims arising out of any matter, cause or event occurring on or before Closing (a Pre-Closing Event) under those policies on terms and conditions that are, in every material respect, no less advantageous to the Covered Person than the directors’ and officers’ liability insurance policies maintained by the Target Companies as at the date of this Deed. 11.5. Save pursuant to a claim under the Management Warranty Deed, the Purchaser shall (and shall ensure that each Target Company shall), from and after Closing and to the fullest extent permitted in accordance with applicable laws, waive, release and discharge each Covered Person from any and all claims, demands, proceedings, causes of action, orders, obligations and liabilities arising out of any Pre-Closing Event which each Target Company has or may at any time have had against any Covered Person, except in cases of fraud, fraudulent misrepresentation or deliberate concealment. The Purchaser shall ensure that each Target Company shall not, directly or indirectly, assert any claim or demand, or commence, institute or cause to be commenced, any proceedings of any kind relating to any Pre-Closing Event against any Covered Person. 11.6. The provisions of clauses 11.2 to 11.5 (inclusive) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any Covered Person may have at law, by contract or otherwise. 11.7. For a period of three years after the Closing Date, each of the Institutional Sellers undertakes that it shall not, and shall procure that the Target Companies shallnot direct or cause its Affiliates (nor provide any discretionary consent, encourage or provide assistance to its Affiliates) to: (a) preserve all documentsdo business under the name “Priory”, records, correspondence, accounts “Craegmoor” or “Amore” in the United Kingdom and other information related to within the Target Companies in respect of the period prior to Closing (the Purchaser’s Preserved Information); andbehavioural healthcare sector; (b) allow use the “Priory” name, “Craegmoor” name, or “Amore” name for business purposes in the United Kingdom and within the behavioural healthcare sector; or (c) hold itself out to be part of or to be acting in any member way on behalf of any Sellers’ Group, and its duly authorised Representatives, financial, accounting, legal or other advisers (on reasonable notice in writing to the Purchaser) reasonable access to the Purchaser’s Preserved Information, and provide such other reasonable information and assistance (including access to premises and personnel during Working Hours), and the right to examine and copy or photograph at the expense of the relevant member of the Sellers’ Group) any assets, documents and recordsTarget Company, in each case save as may be required by law or regulation (including any reporting or filing requirements in relation to the continued operation and/or liquidation of any such member of the Sellers’ Group and its duly authorised Representatives, financial, accounting, legal person) or other advisers may reasonably require for Tax, AMS6540051 168372-0004 accounting, filing, reporting, audit, on-going litigation and compliance requirements (in connection with any contracts or arrangements that any such person or any other legal or regulatory requirement) with respect to the Target Companies, subject to such Seller or such member of the Sellers’ Group agreeing in such form as the Purchaser their Affiliates may reasonably require to keep all such information confidential, as applicable. 9.2 The Sellers shall deliver, or cause to be delivered, to Voice Topco promptly following Closing, all records, correspondence, documents, files, memoranda and other papers (in whatever form) belonging to Voice Topco and all other Target Companies, as well as any branches, permanent establishments and places of business of a Target Company. 9.3 Voicebox undertakes to the Purchaser and each member of the Purchaser Group that, except with the prior written consent of the Purchaser, it shall not (and it shall procure that each member of its Sellers’ Group shall not), at any time during the period of three years beginning with the Effective after Closing Time, offer employment to, enter into a contract for the services of, or attempt to entice away from with any of the Target Companies, any Key Employee, whether Companies or not such person would commit a breach of contract by reason of leaving such employment or engagement (except a person who responds, without any form of approach or solicitation by or on behalf of any member of Voicebox’s Sellers’ Group, to a general public advertisement not specifically targeted at such person, or otherwise makes an unsolicited approach to a member of Voicebox’s Sellers’ Group) or procure or facilitate the making of any such attempt by any other persontheir Affiliates. 9.4 11.8. Each of the Management Institutional Sellers undertakes to the Purchaser and each member of the Purchaser Group that, without the prior written consent of the Purchaser, he shall not: (a) at any time during the Restricted Period: (i) carry on, or be concerned, engaged or interested in any business in the United Kingdom, Belgium, the USA, El Salvador, Panama it shall not and Turkey which is, or has a documented intention to be, in competition with, the Business as conducted by the Target Group as at the Closing Date or assist any other person to do any of the foregoing thingsshall procure that its Relevant Affiliates shall not; (ii) offer employment to, enter into a contract for the services of, or attempt to entice away from any of the Target Companies, any Key Employee, whether or not such person would commit a breach of contract by reason of leaving such employment or engagement (except a person who responds, without any form of approach or solicitation by or on behalf of any Management Seller, to a general public advertisement not specifically targeted at such person, or a person who makes an unsolicited approach to a Management Seller) or procure or facilitate the making of any such attempt by any other person; AMS6540051 168372-0004 (iii) deal with or canvass, solicit or seek to solicit, in competition with the Target Companies, the custom of any person who has been a customer of any of the Target Companies at any time within the 12 months immediately prior to Closing and with which that Management Seller had business dealings during that same 12-month period; or (iv) solicit or entice away from any of the Target Companies any supplier who had supplied goods and/or services to any of the Target Companies at any time during the 12 months immediately prior to Closing if that solicitation or enticement causes or could cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to any of the Target Companies; or (b) at it shall not direct or cause its Affiliates, nor provide any time after Closingdiscretionary consent, use in the course of trade or in any business: (other than the Business itself) (i) the words “voxbone”, “voxdid”, “voxout”, “vox” and “inum”; (ii) any trade encourage or service xxxx, business or domain name, design or logo which, at Closing, was or had been used by any of the Target Companies; or (iii) anything which is, in the reasonable opinion of the Purchaser, capable of confusion with such words, xxxx, name, design or logoprovide assistance to its Affiliates to; (c) at it shall procure that a Fund VI Affiliate shall direct each “portfolio company” of any time from the date of this Agreement, enter into any agreement or arrangement or binding understanding with any member of Voicebox’s Sellers’ Group with financial repercussions on, or leading to liability Fund VI Affiliate carrying on the part of, any party to such agreement or arrangement (whether at the time such agreement or arrangement or binding understanding is entered into or business in the future). 9.5 Nothing contained in clause 9.4 shall prevent any of the Management Sellers from being employed or engaged by any Target Company orhealthcare sector not to, for so long as they remain employed or engaged by any Target Companya period of two years after the Closing Date, restrict them from duly carrying out their duties as employees, consultants, service providers and/or directors of any Target Company. 9.6 The undertakings in clauses 9.3 and 9.4 are intended for the benefit of the Purchaser and the Purchaser Group and apply to actions carried out by the applicable Seller, or, with respect to clause 9.3, Voicebox’s Sellers’ Group, in any capacity whatsoever and whether directly or indirectly, on such Seller’s solicit, endeavour to entice away, employ or such member of its Sellers’ Group’s own behalf, on behalf of offer to employ any other person or jointly with any other personExecutive Management Team Member. 9.7 11.9. The undertakings parties consider that the restrictions contained in clauses 9.3 11.7 and 9.4 11.8 are no greater than is reasonable and necessary for the protection of the Purchaser’s legitimate interests in the goodwill of the Target Group and to confer upon the Purchaser the full benefit of the business and goodwill of the Target Group, and shall be construed as separate and independent undertakingsinterests. If any such undertaking is restriction shall be held to be void or AMS6540051 168372-0004 unenforceable, the validity of the remaining undertakings shall not be affected, and if any such undertaking is found to be void or unenforceable but would be valid and enforceable if some deleted in part or parts of the undertaking were deletedreduced in application, then such undertaking restrictions shall apply with such deletion or modification as may be necessary to make it valid and enforceable. 9.8 Without prejudice 11.10. The Sellers’ Representatives shall promptly provide the Purchaser with copies of all conditional redemption notices, escrow agreements, or similar documents executed by the Sellers and the Target Companies on or prior to clause 9.7Closing with respect to the defeasance, discharge and/or redemption of the Senior Secured Bonds and the Senior Unsecured Bonds. 11.11. Each Institutional Seller hereby represents, warrants, and certifies that: (a) it is an accredited investor under Regulation D promulgated under the Securities Act; (b) it is qualified to invest in shares of Acadia Common Stock because it has, either alone or with its purchaser representative or representatives, if any, such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment; (c) its investment in shares of Acadia Common Stock is solely for its own account and not with a view to resale or distribution in violation of applicable securities laws; (d) it has no present agreement, understanding or arrangement to subdivide, sell, assign, hypothecate or transfer any undertaking part or all of its interest in this clause 9 is found by the shares of Acadia Common Stock in violation of applicable securities laws; (e) it can bear the economic risk of losing its investment in the shares of Acadia Common Stock; (f) the shares of Acadia Common Stock were not offered to it through any court advertisement or other competent authority general solicitation; (g) it has been given the opportunity to ask questions and obtain material and relevant information from the Purchaser Guarantor and Purchaser enabling it to make an informed investment decision; and (h) all data that it has requested has been furnished to it. 11.12. Each Institutional Seller understands that the shares of Acadia Common Stock to be void issued to it will be characterised as “restricted securities” under the federal securities laws of the United States, inasmuch as they are being acquired from the Purchaser Guarantor in a transaction not involving a public offering, and that under such laws and applicable regulations such shares may not be resold without registration under the Securities Act or unenforceablean applicable exemption from registration (including without limitation Rule 144 and Regulation S). In this connection, each Institutional Seller represents that it is familiar with the Parties shall negotiate in good faith to replace such void or unenforceable undertaking with a valid provision whichregistration requirements of the Securities Act, as far as possiblepresently in effect, has and understands the same commercial effect as resale limitations imposed thereby and by the provision which it replacesSecurities Act. 9.9 Save in 11.13. Each Institutional Seller understands that the case certificates representing the shares of fraud or fraudulent misrepresentationAcadia Common Stock to be issued to it will bear appropriate legends restricting the transferability thereof under the U.S. federal securities laws. The Purchaser Guarantor agrees that, each six months following the Closing Date unless an Institutional Seller undertakes to informs the Purchaser Guarantor that it:it is at that time an “affiliate” of the Purchaser Guarantor, subject to receipt by the Purchaser Guarantor of customary and appropriate representations and certificates, all restrictive legends will be removed from the shares of Acadia Common Stock being issued to such Institutional Seller.

Post-Closing Undertakings. Preserved information 9.1 For a period of seven years The Purchaser acknowledges that the Seller and the RBS Seller may need access, from time to time after Closing, to certain accounting and tax records and information held by the Target Companies to the extent such records and information pertain to events occurring prior to Closing. Accordingly, the Purchaser agrees that it shall, and shall procure that cause the Target Companies shallto: (a) preserve all documentssubject to the requirements of applicable law, recordsproperly retain and maintain (in the form such records are held as at Closing, correspondenceor in substantially similar form) such records until the earlier of the date that is seven years after Closing and such time as the Seller, accounts the RBS Seller and other the Purchaser agree that such retention and maintenance is no longer necessary; (b) allow the Seller, the RBS Seller and their respective Representatives upon reasonable notice and so as to minimise any disruption caused to the business activities being carried on by the Target Companies to inspect, review and make copies of such records as the Seller may deem reasonably necessary or appropriate from time to time, during Working Hours and at the expense of the Seller or RBS Seller (as appropriate); (c) without prejudice to clause 9.1(b), provide reasonable assistance to the Seller and the RBS Seller to meet their respective tax compliance, filing and/or reporting obligations with respect to the Target Companies by providing information related relating to the financial activities of the Target Companies in respect of the period prior to Closing, including financial statements of the Target Companies for the financial year in which Closing (the Purchaser’s Preserved Information)takes place; and (bd) allow any member of any Sellers’ Group, and its duly authorised Representatives, financial, accounting, legal or other advisers (on reasonable notice in writing to the Purchaser) reasonable access to the Purchaser’s Preserved Information, and provide such other reasonable assistance and information and assistance (including access to premises and personnel during Working Hours), and the right to examine and copy or photograph at the expense of the relevant member of the Sellers’ Group) any assets, documents and records, in each case as such member of the Sellers’ Group and its duly authorised Representatives, financial, accounting, legal or other advisers may reasonably require for Tax, AMS6540051 168372-0004 accounting, filing, reporting, audit, on-going litigation and compliance requirements (or any other legal or regulatory requirement) with respect to be requested by the Target Companies, subject to such Seller or such member of the Sellers’ Group agreeing RBS Seller in such form as the Purchaser may reasonably require order to keep all such information confidentialcomply with any tax compliance, as applicablefiling and/or reporting obligations. 9.2 The Sellers For six years from the Closing Date, save to the extent such provisions are inconsistent with applicable law, the Purchaser shall deliverprocure that any indemnity and/or immunity provisions contained in the memorandum and articles of association (or similar constitutional documents) of each Target Company of which a Covered Person was an employee, officer or cause director immediately prior to be deliveredClosing are not amended, to Voice Topco promptly following Closing, all records, correspondence, documents, files, memoranda and other papers (repealed or modified in whatever form) belonging to Voice Topco and all other Target Companies, as well as any branches, permanent establishments and places manner that would affect adversely the rights of business of a Target Companyany Covered Person in any material respect. 9.3 Voicebox undertakes to For six years from Closing, the Purchaser and each member of the Purchaser Group that, except with the prior written consent of the Purchaser, it shall not (and it shall procure that each member of its SellersTarget Company maintains in force such “run-off” directors’ Group shall not), at any time during the period of three years beginning with the Effective Closing Time, offer employment to, enter into a contract for the services of, or attempt and officers’ liability insurance policies as will enable each Covered Person to entice away from any of the Target Companies, any Key Employee, whether or not such person would commit a breach of contract by reason of leaving such employment or engagement (except a person who responds, without any form of approach or solicitation by or on behalf make claims arising out of any member of Voicebox’s Sellers’ Groupmatter, to cause or event occurring on or before Closing (a general public advertisement not specifically targeted at such personPre-Closing Event) under those policies on terms and conditions that are, or otherwise makes an unsolicited approach to a member of Voicebox’s Sellers’ Group) or procure or facilitate the making of any such attempt by any other person. 9.4 Each of the Management Sellers undertakes in every respect, no less advantageous to the Purchaser Covered Person than the directors’ and each member of the Purchaser Group that, without the prior written consent of the Purchaser, he shall not: (a) at any time during the Restricted Period: (i) carry on, or be concerned, engaged or interested in any business in the United Kingdom, Belgium, the USA, El Salvador, Panama and Turkey which is, or has a documented intention to be, in competition with, the Business as conducted officers’ liability insurance policies maintained by the Target Group Companies as at the Closing Date or assist any other person to do any of the foregoing things; (ii) offer employment to, enter into a contract for the services of, or attempt to entice away from any of the Target Companies, any Key Employee, whether or not such person would commit a breach of contract by reason of leaving such employment or engagement (except a person who responds, without any form of approach or solicitation by or on behalf of any Management Seller, to a general public advertisement not specifically targeted at such person, or a person who makes an unsolicited approach to a Management Seller) or procure or facilitate the making of any such attempt by any other person; AMS6540051 168372-0004 (iii) deal with or canvass, solicit or seek to solicit, in competition with the Target Companies, the custom of any person who has been a customer of any of the Target Companies at any time within the 12 months immediately prior to Closing and with which that Management Seller had business dealings during that same 12-month period; or (iv) solicit or entice away from any of the Target Companies any supplier who had supplied goods and/or services to any of the Target Companies at any time during the 12 months immediately prior to Closing if that solicitation or enticement causes or could cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to any of the Target Companies; or (b) at any time after Closing, use in the course of trade or in any business: (other than the Business itself) (i) the words “voxbone”, “voxdid”, “voxout”, “vox” and “inum”; (ii) any trade or service xxxx, business or domain name, design or logo which, at Closing, was or had been used by any of the Target Companies; or (iii) anything which is, in the reasonable opinion of the Purchaser, capable of confusion with such words, xxxx, name, design or logo; (c) at any time from the date of this Agreement, enter into any agreement or arrangement or binding understanding with any member of Voicebox’s Sellers’ Group with financial repercussions on, or leading to liability on the part of, any party to such agreement or arrangement (whether at the time such agreement or arrangement or binding understanding is entered into or in the future). 9.5 Nothing contained in clause 9.4 The Purchaser shall prevent any of the Management Sellers from being employed or engaged by any (and shall ensure that each Target Company orshall), for so long as they remain employed or engaged by from and after Closing and to the fullest extent permitted in accordance with applicable laws, waive, release and discharge each Covered Person from any Target Companyand all claims, restrict them from duly carrying demands, proceedings, causes of action, orders, obligations and liabilities arising out their duties as employees, consultants, service providers and/or directors of any Target Company. 9.6 The undertakings in clauses 9.3 and 9.4 are intended for the benefit of the Purchaser and the Purchaser Group and apply to actions carried out by the applicable Seller, or, with respect to clause 9.3, Voicebox’s Sellers’ Group, in any capacity whatsoever and whether directly or indirectly, on such Seller’s or such member of its Sellers’ Group’s own behalf, on behalf of any other person or jointly with any other person. 9.7 The undertakings contained in clauses 9.3 and 9.4 are reasonable and necessary for the protection of the Purchaser’s legitimate interests in the goodwill of the Target Group and to confer upon the Purchaser the full benefit of the business and goodwill of the Target Group, and shall be construed as separate and independent undertakings. If any such undertaking is held to be void or AMS6540051 168372Pre-0004 unenforceable, the validity of the remaining undertakings shall not be affected, and if any such undertaking is found to be void or unenforceable but would be valid and enforceable if some part or parts of the undertaking were deleted, such undertaking shall apply with such modification as may be necessary to make it valid and enforceable. 9.8 Without prejudice to clause 9.7, if any undertaking in this clause 9 is found by any court or other competent authority to be void or unenforceable, the Parties shall negotiate in good faith to replace such void or unenforceable undertaking with a valid provision which, as far as possible, has the same commercial effect as the provision which it replaces. 9.9 Save Closing Event (except in the case of fraud or fraudulent misrepresentationany other action by the Covered Person which would constitute gross misconduct) which each Target Company has or may at any time have had against any Covered Person. The Purchaser shall procure that each Target Company shall not, each directly or indirectly, assert any claim or demand, or commence, institute or cause to be commenced, any proceedings of any kind relating to any such Pre-Closing Event against any Covered Person. 9.5 The provisions of this clause 9 shall apply in addition to, and not in substitution for, any other rights to indemnification or contribution that any Covered Person may have at law, by contract or otherwise. 9.6 The Purchaser shall procure that any proportion of the MIP Payment Amount payable to certain current and former employees of the Target Companies as a result of the Proposed Transaction, shall (to the extent not paid on Closing) be paid to such persons in accordance with the terms of the Plan. 9.7 Each of the Seller and the RBS Seller undertakes that it shall not, and, in the case of the Seller, shall procure that any of the Cinven Parties shall not and, in the case of the RBS Seller, shall procure that any of its Affiliates shall not, at any time after the Closing Date: (a) do business under the name “Partnerships in Care”; (b) use the “Partnerships in Care” name for business purposes; or (c) hold itself out to be part of or to be acting in any way on behalf of any Target Company, in each case save as may be required by law or regulation (including any reporting or filing requirements in relation to the Purchaser continued operation and/or liquidation of any such person) or in connection with any contracts or arrangements that it:any such person or any of their Affiliates may at any time after Closing enter into with any of the Target Companies or their Affiliates. 9.8 The Seller undertakes to, and shall procure that the Cinven Parties shall, as soon as reasonably practicable and to the extent it is reasonably practicable to do so, destroy or delete from all stationery, websites and signage any wording suggesting any continued association with the Target Companies.

Post-Closing Undertakings. Preserved information 9.1 17.1 For a period of seven 7 years from Closing, following the Purchaser shallClosing Date, and shall procure that subject to the Target Companies shallprovisions of clause 20: (a) preserve all documents, records, correspondence, accounts and other information related to the Target Companies in respect of the period prior to Closing (the Purchaser’s Preserved Information); and (b) allow any member of any Sellers’ Group, and its duly authorised Representatives, financial, accounting, legal or other advisers (on reasonable notice in writing to the Purchaser) reasonable access to the Purchaser’s Preserved Information, and provide such other reasonable information and assistance (including access to premises and personnel during Working Hours), and the right to examine and copy or photograph at the expense of the relevant member of the Sellers’ Group) any assets, documents and records, in each case as such member of the Sellers’ Group and its duly authorised Representatives, financial, accounting, legal or other advisers may reasonably require for Tax, AMS6540051 168372-0004 accounting, filing, reporting, audit, on-going litigation and compliance requirements (or any other legal or regulatory requirement) with respect to the Target Companies, subject to such Seller or such member of the Sellers’ Group agreeing in such form as the Purchaser may reasonably require to keep all such information confidential, as applicable. 9.2 The Sellers shall deliver, or cause to be delivered, to Voice Topco promptly following Closing, all records, correspondence, documents, files, memoranda and other papers (in whatever form) belonging to Voice Topco and all other Target Companies, as well as any branches, permanent establishments and places of business of a Target Company. 9.3 Voicebox undertakes to the Purchaser and each member of the Purchaser Group thatshall provide the Seller (at the Seller’s cost) with reasonable access at reasonable times to (and the right to take copies of) the books, except with accounts, customer lists and all other records held by it after Closing to the prior written consent extent that they relate to the Company and to the period up to Closing (the Purchaser Records), and such other information, assistance and access to records and personnel as it reasonably requires, but only for the purposes of the Purchaserpreparation of any reasonable accounting records, it shall not Tax return or regulatory filing by the Seller (and it shall procure that or any member of the Seller Group) or as may be reasonably required for the performance by the Seller of its obligations under the Transaction Documents; (b) each member of its Sellers’ the Seller Group shall notprovide the Purchaser (at the Purchaser’s cost) with reasonable access at reasonable times to (and the right to take copies of) the books, accounts, customer lists and all other records held by it after Closing to the extent that they relate to the Company (the Seller Records), at any time during the period of three years beginning with the Effective Closing Timeand such other information, offer employment toassistance and access to records and personnel as it reasonably requires, enter into a contract but only for the services of, or attempt to entice away from any purposes of the Target Companiespreparation of any reasonable accounting records, any Key Employee, whether Tax return or not such person would commit a breach of contract regulatory filing by reason of leaving such employment the Purchaser (or engagement (except a person who responds, without any form of approach or solicitation by or on behalf of any member of Voicebox’s Sellers’ Group, to a general public advertisement not specifically targeted at such person, or otherwise makes an unsolicited approach to a member of Voicebox’s Sellers’ the Purchaser Group) or procure or facilitate as may be reasonably required for the making performance by the Purchaser of any such attempt by any other personits obligations under the Transaction Documents. 9.4 Each of the Management Sellers undertakes to the Purchaser and each (c) no member of the Purchaser Group that, without the prior written consent of the Purchaser, he shall not: (a) at any time during the Restricted Period: (i) carry on, or be concerned, engaged or interested in any business in the United Kingdom, Belgium, the USA, El Salvador, Panama and Turkey which is, or has a documented intention to be, in competition with, the Business as conducted by the Target Group as at the Closing Date or assist any other person to do any of the foregoing things; (ii) offer employment to, enter into a contract for the services dispose of, or attempt to entice away from destroy any of, the Purchaser Records necessary for the preparation of the Target Companiesany reasonable accounting records, any Key Employee, whether Tax return or not such person would commit a breach of contract regulatory filing by reason of leaving such employment the Seller (or engagement (except a person who responds, without any form of approach or solicitation by or on behalf of any Management Seller, to a general public advertisement not specifically targeted at such person, or a person who makes an unsolicited approach to a Management Seller) or procure or facilitate the making of any such attempt by any other person; AMS6540051 168372-0004 (iii) deal with or canvass, solicit or seek to solicit, in competition with the Target Companies, the custom of any person who has been a customer of any of the Target Companies at any time within the 12 months immediately prior to Closing and with which that Management Seller had business dealings during that same 12-month period; or (iv) solicit or entice away from any of the Target Companies any supplier who had supplied goods and/or services to any of the Target Companies at any time during the 12 months immediately prior to Closing if that solicitation or enticement causes or could cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to any of the Target Companies; or (b) at any time after Closing, use in the course of trade or in any business: (other than the Business itself) (i) the words “voxbone”, “voxdid”, “voxout”, “vox” and “inum”; (ii) any trade or service xxxx, business or domain name, design or logo which, at Closing, was or had been used by any of the Target Companies; or (iii) anything which is, in the reasonable opinion of the Purchaser, capable of confusion with such words, xxxx, name, design or logo; (c) at any time from the date of this Agreement, enter into any agreement or arrangement or binding understanding with any member of Voiceboxthe Seller Group) or as may be reasonably required for the performance by the Seller of its obligations under the Transaction Documents without first giving the Seller at least 2 months’ notice of its intention to do so and giving the Seller a reasonable opportunity to remove and retain any of them (at the Seller’s Sellers’ expense); and (d) no member of the Seller Group with financial repercussions onshall dispose of, or leading to liability on the part destroy any of, any party to such agreement or arrangement (whether at the time such agreement or arrangement or binding understanding is entered into or in Seller Records necessary for the future). 9.5 Nothing contained in clause 9.4 shall prevent any of the Management Sellers from being employed or engaged by any Target Company or, for so long as they remain employed or engaged by any Target Company, restrict them from duly carrying out their duties as employees, consultants, service providers and/or directors preparation of any Target Company. 9.6 The undertakings in clauses 9.3 and 9.4 are intended for reasonable accounting records, any Tax return or regulatory filing by the benefit Purchaser (or any member of the Purchaser and Group) or as may be reasonably required for the performance by the Purchaser Group and apply to actions carried out by the applicable Seller, or, with respect to clause 9.3, Voicebox’s Sellers’ Group, in any capacity whatsoever and whether directly or indirectly, on such Seller’s or such member of its Sellersobligations under the Transaction Documents without first giving the Purchaser at least 2 months’ Group’s own behalf, on behalf notice of its intention to do so and giving the Purchaser a reasonable opportunity to remove and retain any other person or jointly with any other person. 9.7 The undertakings contained in clauses 9.3 and 9.4 are reasonable and necessary for the protection of such records (at the Purchaser’s legitimate interests in the goodwill of the Target Group and to confer upon the Purchaser the full benefit of the business and goodwill of the Target Group, and shall be construed as separate and independent undertakings. If any such undertaking is held to be void or AMS6540051 168372-0004 unenforceable, the validity of the remaining undertakings shall not be affected, and if any such undertaking is found to be void or unenforceable but would be valid and enforceable if some part or parts of the undertaking were deleted, such undertaking shall apply with such modification as may be necessary to make it valid and enforceableexpense). 9.8 Without prejudice to clause 9.7, if any undertaking in this clause 9 is found by any court or other competent authority to be void or unenforceable, the Parties shall negotiate in good faith to replace such void or unenforceable undertaking with a valid provision which, as far as possible, has the same commercial effect as the provision which it replaces. 9.9 Save in the case of fraud or fraudulent misrepresentation, each Seller undertakes to the Purchaser that it: