Common use of Section 16 Matters Clause in Contracts

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance that may result in the Investor Group or any member thereof being deemed to have made a disposition or acquisition of Equity Securities or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee), and if the Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group or any member thereof of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, pays PIK interest on the Notes or if the Company proposes to take or omit to take any other action under Section 4 4.16 (including granting to the Investors or their Affiliates Purchaser the right to participate in any issuance of New Additional Securities) or otherwise or if there is any event or circumstance that may result in the Investor Silver Lake Group or and/or any member thereof SL Person being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Purchaser of any New Additional Securities under Section 4 or any awards or grants made to the Director Nominee4.16), and if the Director Nominee any SL Person is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months months, then upon request of the Purchaser or any Purchaser Designee, (i) the Board of Directors or a committee thereof Committee composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Investor Group Silver Lake Group’s or any member thereof SL Person’s interests (for the Investors and/or their Affiliatesin each case, to the extent such persons may be deemed to be a director or “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor the Silver Lake Group or any member thereof SL Person of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Silver Lake Group’s and any member thereof SL Person’s (for the Investors and/or their Affiliatesin each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunderthereunder to the extent applicable.

Section 16 Matters. If the Company Issuer becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group Holder, its Affiliates and/or any director reasonably likely to cause the Holder or any member thereof being of its Affiliates to be treated as a director of the Issuer for the purposes of Section 16 of the Exchange Act (any such director, a “Holder Affiliated Director”) to be deemed to have made a make an acquisition or disposition or acquisition of Equity Securities equity securities of the Issuer or derivatives thereof for purposes of Section 16 of the Exchange Act (including upon any determination of the purchase by the Investors of any New Securities under Conversion Price pursuant to Section 4 or any awards or grants made to the Director Nominee9.03), and if the any Holder Affiliated Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months months: (ia) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company Issuer or derivatives thereof for the express purpose of exempting the Holder’s, its Affiliates’ and any Holder Affiliated Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Holder or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and thereunder; and (iib) if the transaction involves involves: (Ai) a merger or consolidation to which the Company Issuer is a party and the Common Stock isIssuer Class A Shares are, in whole or in part, converted into or exchanged for equity securities of a different issuer, ; (Bii) a potential acquisition or deemed acquisitionby the Holder, or disposition or deemed dispositionits Affiliates, by Investor Group or and/or any member thereof Holder Affiliated Director of equity securities of such other issuer or derivatives thereof and thereof; and (Ciii) an Affiliate or Associate or other designee of the Investors Holder or their its Affiliates will serve serving on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company Issuer requires that the other issuer (including its board of directors (or similar governing body if not a corporation)) pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company Issuer or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company Issuer shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Holder, its Affiliates and any member thereof Holder Affiliated Directors (for the Investors Holder and/or their its Affiliates, to the extent such persons may be deemed are reasonably likely to be “directors by deputization” treated as a director of such other issuerthe Issuer for the purposes of Section 16 of the Exchange Act) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance that may result in the Investor Group or any member thereof being deemed to have made a disposition or acquisition of Equity Securities or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director NomineeXxxxx Xxxxxx or any Investor Approved Board Member), and if the Director Nominee an Investor Approved Board Member is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group or any member thereof of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor, its Affiliates, or the Investor Group or any member thereof Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the an Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months months, then (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and the Investor Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Investor or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock Company capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed disposition, by the Investor’s Affiliates and/or the Investor Group or any member thereof Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their its Affiliates that will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company Investor requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require use reasonable best efforts to request that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor’s, its Affiliates’ and the Investor Group or any member thereof Director’s (for the Investors Investor and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 18 (including granting to the Investors Investor Parties or their its Affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in any Investor Party, its Affiliates and/or the Investor Group or any member thereof Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors such Investor Party or any of its Affiliates of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee18), and if the Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (ia) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting such Investor Party and its Affiliates’ and the Investor Director’s interests of Investor Group or any member thereof (for the Investors Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bi) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by such Investor Group or any member thereof Party, its Affiliates, and/or the Investor Director of equity securities of such other issuer or derivatives thereof and (Ciii) an Affiliate or other designee of the Investors such Investor Party or their any of its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify such Investor Party notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of such Investor Group or any member thereof Party, its Affiliates and the Investor Director (for the Investors Investor Parties and/or their its respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor, any other Investor Group Party and/or any Investor Director or any member thereof Observer being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the such Investor Director Nominee is serving on the Company Board at such time or has served on the Company Board during the preceding six months (6) months or if the Observers are serving in its capacity as such or has served in such capacity during the preceding six months): (i) the Company Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, the Investor Director’s and the Observer’s interests of Investor Group or any member thereof (for the Investors Investor Parties and/or their AffiliatesObservers, to the extent such persons any Investor Party or the Observers may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock isShares or Series B Shares are, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by any Investor Party and/or any Investor Director or deemed acquisition, or disposition or deemed disposition, by Investor Group or any member thereof Observer of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or associate or other designee of the Investors or their Affiliates any Investor Party will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or any member thereof Parties, the Investor Directors and the Observers (for the Investors Investor Parties and/or their AffiliatesObservers, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 4.16 (including granting to the Investors or their Affiliates Purchaser the right to participate in any issuance of New Additional Securities) or otherwise or if there is any event or circumstance that may result in the Investor Group or Purchaser, its Affiliates and/or any member thereof SLP Affiliated Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Purchaser of any New Additional Securities under Section 4 or any awards or grants made to the Director Nominee4.16), and if the any SLP Affiliated Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board of Directors or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and any SLP Affiliated Director’s interests of Investor Group or any member thereof (for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group or the Purchaser, the Purchaser’s Affiliates, and/or any member thereof SLP Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Purchaser’s, its Affiliates’ and any member thereof SLP Affiliated Director’s (for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor, its Affiliates and/or the Investor Group or any member thereof Directors being deemed to have made a disposition or acquisition of Equity Securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if any of the Director Nominee Investor Directors is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Equity Securities or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and the Investor Directors’ interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Investor or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed dispositionthe Investor’s Affiliates, by and/or the Investor Group or any member thereof Directors of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 16b- 3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor’s, its Affiliates’ and the Investor Group or any member thereof Directors’ (for the Investors Investor and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 5.16 (including granting to the Investors Investor or their its Affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in the Investor Group or Parties, their respective Affiliates and/or any member thereof Investor Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Investor Parties of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee5.16), and if the any Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and any Investor Director’s interests of Investor Group or any member thereof (for the Investors Investor and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Group or Parties, the Investor’s Affiliates, and/or any member thereof Investor Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or Parties’, their respective Affiliates’ and any member thereof Investor Director (for the Investors Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group Purchaser, or any member thereof its Affiliates and/or the Designated Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Designated Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and its Designated Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Purchaser or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby Purchaser, or disposition or deemed dispositionPurchaser’s Affiliates, by Investor Group or any member thereof and/or the Designated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall use commercially reasonable efforts to require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof the Purchaser’s, its Affiliates’ and the Designated Director’s (for the Investors Purchaser and/or their its Affiliates, to the extent such persons Persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investors, their Affiliates and/or any Investor Group or any member thereof Director being deemed to have made a disposition or acquisition of Equity Securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Equity Securities or derivatives thereof for the express purpose of exempting the Investors’, their respective Affiliates’ and the Investor Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons Investors or their respective Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investors, or disposition or deemed dispositionsuch Investors’ respective Affiliates, by and/or the Investor Group or any member thereof Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 16b- 3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investors, their respective Affiliates and the Investor Group or any member thereof Director (for the such Investors and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group Investors, their respective Affiliates, or any member thereof Xxxxxxx Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the an Xxxxxxx Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months months, then (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’, their respective Affiliates’ and the Xxxxxxx Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Investors or their respective Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock Company capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investors, or disposition or deemed disposition, by Investor Group or the Investors’ Affiliates and/or any member thereof Xxxxxxx Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors or their respective Affiliates that will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires Investors require that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require use reasonable best efforts to request that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Investors’, their respective Affiliates’ and any member thereof Xxxxxxx Director’s (for the Investors and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If After the Effective Time, if the Company becomes or its Subsidiaries takes any action, including becoming a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance that may result in the Investor, its Affiliates and/or any Investor Group or any member thereof Affiliated Director being deemed to have made a disposition or acquisition of Equity Securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Investor Affiliated Director Nominee is serving on the Board of Directors of the Company at such time or has served on the Board of Directors of the Company during the preceding six (6) months (i) to the extent permitted by Applicable Law, the Board of Directors of the Company or a properly delegated committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities Equity Securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and any Investor Affiliated Director’s interests of Investor Group or any member thereof (for the Investors Investor and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor, its Affiliates, and/or any Investor Group or any member thereof Affiliated Director of equity securities Equity Securities of such other issuer or derivatives thereof and (CB) an Affiliate or other designee of the Investors Investor or their its Affiliates will serve on the board Board of directors Directors (or its equivalent) of such other issuer pursuant issuer, then the Company shall use its commercially reasonable efforts to require, to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of extent permitted by Applicable Law, that such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition such acquisitions or dispositions of equity securities Equity Securities or derivatives thereof for the express purpose of exempting the interests of the Investor, its Affiliates and any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof Affiliated Directors (for the Investors Investor and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 5.13 (including granting to the Investors Investor Parties or their respective Affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in the Investor, its Affiliates and/or the Investor Group or any member thereof Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Investor or any of its Affiliates of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee5.13), and if the Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor and its Affiliates’ and the Investor Director’s interests of Investor Group or any member thereof (for the Investors Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor, its Affiliates, and/or the Investor Group or any member thereof Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their any of its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify Investor notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor, its Affiliates and the Investor Group or any member thereof Director (for the Investors Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company Parent becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group Investor, any of its Affiliates or any member thereof Investor Director being deemed to have made a disposition or acquisition of Equity Securities Interests of Parent or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Investor Director Nominee is serving on the Parent Board at such time or has served on the Parent Board during the preceding six (6) months (i) the Parent Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Equity Interests or derivatives thereof for the express purpose of exempting the interests of Investor’s, its Affiliates’ and any Investor Group or any member thereof Director’s (for the Investors and/or their Affiliates, to the extent such persons the Investor or its Affiliates may be deemed to be “directors by deputization”) interests in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company Parent is a party and the Common Stock isEquity Interests in Parent are, in whole or in part, converted into or exchanged for equity securities Equity Interests of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, any of its Affiliates, or disposition or deemed disposition, by any Investor Group or any member thereof Director of equity securities Equity Interests of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company Parent requires that the other issuer pre-approve any acquisition of equity securities Equity Interests or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company Parent or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 16b- 3 thereunder, the Company Parent shall require that such other issuer pre-approve any such acquisitions of equity securities Equity Interests or derivatives thereof for the express purpose of exempting the interests of Investor’s, its Affiliates’ and any Investor Group or any member thereof Director’s (for the Investors and/or their Investor and its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) interests in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor, its Affiliates and/or the Investor Group or any member thereof Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months months, then (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’, the Investor Director’s ‘interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Investor or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed disposition, by the Investor’s Affiliates and/or the Investor Group or any member thereof Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company Investor reasonably requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor’s, its Affiliates’ and the Investor Group or any member thereof Director’s’ (for the Investors Investor and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise transaction or if there is any event or circumstance that may result in the Investor Group or any member thereof Purchaser, its Affiliates and/or the Purchaser Designee being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Director Nominee any Purchaser Designee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board of Directors or a committee thereof composed solely of two (2) or more “"non-employee directors” " as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser's, its Affiliates' and any Purchaser Designee's interests of Investor Group or any member thereof (in each case for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “"directors by deputization”") in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group or the Purchaser, its Affiliates, and/or any member thereof Purchaser Designee of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Purchaser's, its Affiliates' and any member thereof Purchaser Designee's (in each case for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “"directors by deputization” " of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. If any Purchaser Designee is granted any equity or equity-based awards by the company in connection with his or her service on the Board of Directors (or any committee thereof), (x) the Board of Directors acknowledges that, immediately upon grant of such award, the Purchaser Designee may assign all rights, title and interest in the shares of Company Common Stock underlying such award to any Affiliate of Purchaser and (y) the Board of Directors or a committee thereof composed solely of two or more "non-employee directors" (as defined in Rule 16b-3 of the Exchange Act) will pre-approve the grant of such awards (and any such subsequent assignment thereof to any Affiliate of Purchaser) to be exempt to the maximum extent legally permitted for purposes of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder or any other rule or regulation thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 5.13 (including granting to the Investors Investor Parties or their respective Affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in the Investor Group or Parties, their respective Affiliates and/or any member thereof Investor Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Investor Parties of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee5.13), and if the any Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and such Investor Director’s interests of Investor Group or any member thereof (for the Investors Investor and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Group or Parties, the Investor’s Affiliates, and/or any member thereof Investor Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or Parties’, their respective Affiliates’ and any member thereof Investor Director (for the Investors Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investors, their Affiliates and/or any Investor Group or any member thereof Director being deemed to have made a disposition or acquisition of Equity Securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Equity Securities or derivatives thereof for the express purpose of exempting the Investors’, their respective Affiliates’ and the Investor Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons Investors or their respective Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investors, or disposition or deemed dispositionsuch Investors’ respective Affiliates, by and/or the Investor Group or any member thereof Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investors, their respective Affiliates and the Investor Group or any member thereof Director (for the such Investors and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor, or its Affiliates and/or its Investor Group or any member thereof Designees being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Director Nominee an Investor Designee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and its Investor Designee’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Investor or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby Investor, or disposition or deemed dispositionInvestor’s Affiliates, by and/or the Investor Group or any member thereof Designee of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall use commercially reasonable efforts to require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor’s, its Affiliates’ and its Investor Group or any member thereof Designee’s (for the Investors Investor and/or their its Affiliates, to the extent such persons Persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. The Company also agrees that the Company’s Board shall take any additional reasonable action as is requested by the Investor to cause the exemption of the Transactions and any other transactions expressly contemplated by this Agreement from the liability provisions of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 so long as the Investor has the right to appoint an Investor Designee under Section 7.4 or any such Investor Designee serves on the Company’s Board or is subject to Section 16 of the Exchange Act. The Investor agrees to cooperate with the Company and to promptly provide such information reasonably required by the Company in connection with the performance of its obligations under this Section 7.9.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance that may result in the Investor Group or a Purchaser, its Affiliates, any member thereof Xxxx Affiliated Director and/or any SLP Affiliated Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Xxxx Affiliated Director Nominee and/or any SLP Affiliated Director is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board of Directors or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the such Purchaser’s, its Affiliates’, any Xxxx Affiliated Director’s and any SLP Affiliated Director’s interests of Investor Group or any member thereof (for the Investors such Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group or a Purchaser, such Purchaser’s Affiliates, any member thereof Xxxx Affiliated Director and/or any SLP Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors a Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify such Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or a Purchaser’s, its Affiliates’, any member thereof Xxxx Affiliated Director’s and any SLP Affiliated Director’s (for the Investors each Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company Broad Street becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group Parties, their respective Affiliates or any member thereof the Fortress Director being deemed to have made a an acquisition or disposition or acquisition of Equity Securities equity securities of Broad Street or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Fortress Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (ia) the Board or a committee thereof composed solely of two (2) or more “non-employee directorsemployee” directors as defined in Rule 16b-3 of under the Exchange Act will pre-approve such acquisition or disposition of the equity securities of the Company Broad Street or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and the Fortress Director’s interests of Investor Group or any member thereof (for the Investors and/or Investor Parties or their respective Affiliates, to the extent such persons Persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company Broad Street is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Group Parties, their respective Affiliates or any member thereof the Fortress Director of equity securities of such other issuer or derivatives thereof and (Ciii) an Affiliate or other designee of the Investors Investor Parties or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company Broad Street is a party (or if the Investors Investor Parties notify the Company Broad Street of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company Broad Street shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or any member thereof Parties, their respective Affiliates and the Fortress Director (for the Investors and/or Investor Parties or their respective Affiliates, to the extent such persons Persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in Investor, any other Investor Party and/or the Investor Group First Director, Second Director, Third Director or any member thereof Observer being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the First Director, Second Director Nominee or Third Director, as applicable, is serving on the Company Board at such time or has served on the Company Board during the preceding six months (6) months or if the Observer is serving in its capacity as such or has served in such capacity during the preceding six months): (i) the Company Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, the First Director’s, Second Director’s, Third Director’s and the Observer’s interests of Investor Group or any member thereof (for the Investors Investor Parties and/or their AffiliatesObserver, to the extent such persons any Investor Party or the Observer may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock isShares, Series A Shares or Series A-1 Shares are, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by any Investor Party and/or the First Director, Second Director, Third Director or deemed acquisition, or disposition or deemed disposition, by Investor Group or any member thereof Observer of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or associate or other designee of the Investors or their Affiliates any Investor Party will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or any member thereof Parties, the First Director, Second Director, Third Director and the Observer (for the Investors Investor Parties and/or their AffiliatesObserver, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. (a) The Company shall provide the Purchasers a reasonable period of time (but in any event no less than three (3) days) to review and comment on the resolutions of the Board of Directors containing the resolutions contemplated under Section 3.01(c), prior to the adoption of such resolutions, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted. (b) If the Company becomes a party to a consolidation, merger merger, spin off or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise transaction or if there is any event or circumstance that may result in the Investor Group or a Purchaser, its Affiliates and/or any member thereof SL Affiliated Director being deemed to have made a an acquisition or disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any SL Affiliated Director Nominee is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months months, to the fullest extent permitted by law, (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the such Purchaser’s, its Affiliates’ and any SL Affiliated Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons Purchaser or its Affiliates may be deemed to be a director or “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger merger, consolidation or consolidation spin-off to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitiondisposition by such Purchaser, or disposition or deemed dispositionsuch Purchaser’s Affiliates, by Investor Group or and/or any member thereof SL Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or Associate or other designee of the Investors such Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which issuer, then the Company is a party (or if the Investors notify the Company of shall require that such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition such acquisitions or dispositions of equity securities or derivatives thereof for the express purpose of exempting the interests of such Purchaser’s, its Affiliates’ and any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof SL Affiliated Director’s (for the Investors such Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be directors or “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, to the extent applicable. (c) The Company covenants and agrees that (i) the Board of Directors shall pre-approve any material amendments to the Indenture for the express purpose of exempting the interests of each of the Purchasers, its Affiliates and any SL Affiliated Director (for such Purchaser and/or its Affiliates, to the extent such persons may be deemed to be directors or “directors by deputization” of such other issuer) in such amendment, from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, to the extent applicable and (ii) it shall provide the Purchasers a reasonable period of time to review and comment on the resolutions of the Board of Directors to be adopted to satisfy the foregoing clause (i), prior to such adoption, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted.

Section 16 Matters. (a) The Company shall use commercially reasonable efforts in the form of resolutions adopted by the Board in its discretion as may be required to cause the receipt of Conversion Shares pursuant to the Purchase Agreement by each Purchaser Party (including, with respect to the Purchaser and its Affiliates, as “directors by deputization”) that may from time to time be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent such exemption is available to such Persons. (b) If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Purchaser Parties, their Affiliates and/or an Investor Group or any member thereof Nominee being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Director an Investor Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months months, then (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof (for the Investors and/or Purchaser Parties’, their Affiliates, ’ and such Investor Nominee’s interests (with respect to the extent such persons may be deemed to be Purchaser and its Affiliates, as “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Purchaser Parties, or disposition or deemed disposition, by their Affiliates and/or an Investor Group or any member thereof Nominee of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires Purchaser Parties reasonably request that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the Purchaser Parties’, their Affiliates and such Investor Nominee’s interests of Investor Group or any member thereof (for with respect to the Investors and/or their Purchaser and its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, to the extent such exemption is available to such Persons.

Section 16 Matters. ‌ (a) The Company shall provide the Purchasers a reasonable period of time (but in any event no less than three (3) days) to review and comment on the resolutions of the Board of Directors containing the resolutions contemplated under Section 3.01(c), prior to the adoption of such resolutions, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted. (b) If the Company becomes a party to a consolidation, merger merger, spin off or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise transaction or if there is any event or circumstance that may result in the Investor Group or a Purchaser, its Affiliates and/or any member thereof SL Affiliated Director being deemed to have made a an acquisition or disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any SL Affiliated Director Nominee is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months months, to the fullest extent permitted by law, (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the such Purchaser’s, its Affiliates’ and any SL Affiliated Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons Purchaser or its Affiliates may be deemed to be a director or “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger merger, consolidation or consolidation spin-off to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitiondisposition by such Purchaser, or disposition or deemed dispositionsuch Purchaser’s Affiliates, by Investor Group or and/or any member thereof SL Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or Associate or other designee of the Investors such Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which issuer, then the Company is a party (or if the Investors notify the Company of shall require that such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-pre- approve any acquisition such acquisitions or dispositions of equity securities or derivatives thereof for the express purpose of exempting the interests of such Purchaser’s, its Affiliates’ and any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof SL Affiliated Director’s (for the Investors such Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be directors or “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, to the extent applicable. (c) The Company covenants and agrees that (i) the Board of Directors shall pre-approve any material amendments to the Indenture for the express purpose of exempting the interests of each of the Purchasers, its Affiliates and any SL Affiliated Director (for such Purchaser and/or its Affiliates, to the extent such persons may be deemed to be directors or “directors by deputization” of such other issuer) in such amendment, from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, to the extent applicable and (ii) it shall provide the Purchasers a reasonable period of time to review and comment on the resolutions of the Board of Directors to be adopted to satisfy the foregoing clause (i), prior to such adoption, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance that may result in the Investor Group or Purchaser, its Affiliates and/or any member thereof Xxxx Affiliated Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Xxxx Affiliated Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board of Directors or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and any Xxxx Affiliated Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group or the Purchaser, its Affiliates and/or any member thereof Xxxx Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Purchaser’s, its Affiliates’ and any member thereof Xxxx Affiliated Director’s (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise transaction or if there is any event or circumstance that may result in the Investor Group or any member thereof the Investor Designee being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Director Nominee Investor Designee is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months months, then upon request of the Investor or the Investor Designee, (i) the Board of Directors or a committee thereof of the Board of Directors composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s and/or the Investor Designee’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliatesin each case, to the extent such persons person may be deemed to be a director or “directors director by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Group or any member thereof the Investor Designee of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or any member thereof the Investor Designee (for the Investors and/or their Affiliatesin each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunderthereunder to the extent applicable.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor, its Affiliates and/or any Investor Group or any member thereof Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six months, then (6) months (ia) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor's, its Affiliates' and the Investor Directors' interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Investor or its Affiliates may be deemed to be “"directors by deputization”") in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and the Common Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed disposition, by the Investor's Affiliates and/or the Investor Group or any member thereof Directors of equity securities of such other issuer or derivatives thereof and (Ciii) an Affiliate or other designee of the Investors Investor or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company Investor requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor's, its Affiliates' and the Investor Group or any member thereof Directors' (for the Investors Investor and/or their its Affiliates, to the extent such persons may be deemed to be “"directors by deputization” " of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group or any member thereof Purchaser, its Affiliates and/or the SLP Affiliated Directors being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if any of the Director Nominee SLP Affiliated Directors is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and the SLP Affiliated Directors’ interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Purchaser or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Purchaser, or disposition or deemed dispositionthe Purchaser’s Affiliates, by Investor Group or any member thereof and/or the SLP Affiliated Directors of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or Associate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof the Purchaser’s, its Affiliates’ and the SLP Affiliated Directors’ (for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group or a Purchaser, its Affiliates and/or any member thereof SLG Affiliated Director being deemed to have made a an acquisition or disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the SLG Affiliated Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the such Purchaser’s, its Affiliates’ and any SLG Affiliated Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons Purchaser or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby such Purchaser, or disposition or deemed dispositionsuch Purchaser’s Affiliates, by Investor Group or and/or any member thereof SLG Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or Associate or other designee of the Investors such Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires or controls whether that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or such Purchaser’s, its Affiliates’ and any member thereof SLG Affiliated Director’s (for the Investors such Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 5.19 (including granting to the Investors Investor Parties or their respective Affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in the Investor Group or any member thereof Parties, their respective Affiliates and/or the Investor Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Investor Parties of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee5.19), and if the Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and the Investor Director’s interests of Investor Group or any member thereof (for the Investors Investor and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Group or any member thereof Parties, the Investor’s Affiliates, and/or the Investor Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or any member thereof Parties’, their respective Affiliates’ and the Investor Director (for the Investors Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, pays dividends in kind on the Preferred Stock or if the Company proposes to take or omit to take any other action under Section 4 4.9 (including granting to the Investors or their Affiliates Purchaser the right to participate in any issuance of New Securities) or otherwise or if there is any other event or circumstance that may result in the Investor CD&R Group or and/or any member thereof CD&R Person being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act to or from the Company (including the purchase by the Investors Purchaser of any New Securities under Section 4 or any awards or grants made to the Director Nominee4.9), and if the Director Nominee any CD&R Person is serving on the Company Board at such time or has served on the Company Board during the preceding six months, then upon request of the Purchaser or any Purchaser Party and so long as the taking of any the actions contemplated hereby are in compliance with applicable Law (6) months including the fiduciary duties of the Company Board or applicable committee thereof), including Rule 16b-3 under the Exchange Act, the Company shall use its reasonable best efforts to cause (i) the Company Board or a committee thereof of the Company Board composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will to pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof (which transaction, for the avoidance of doubt, must be in compliance with the terms of this Agreement) for the express (and only) purpose of exempting the interests of Investor Group CD&R Group’s or any member thereof CD&R Person’s interests (for the Investors and/or their Affiliatesin each case, to the extent such persons may be deemed to be a director or “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor the CD&R Group or any member thereof CD&R Person of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that use reasonable best efforts to cause such other issuer to pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the CD&R Group’s and any member thereof CD&R Person’s (for the Investors and/or their Affiliatesin each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunderthereunder to the extent applicable.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in a Purchaser, its Affiliates and/or the Investor Group or any member thereof SLG Affiliated Directors being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if any of the Director Nominee SLG Affiliated Directors is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and the SLG Affiliated Directors’ interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Purchaser or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Purchaser, or disposition or deemed dispositionthe Purchaser’s Affiliates, by Investor Group or any member thereof and/or the SLG Affiliated Directors of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or Associate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof the Purchaser’s, its Affiliates’ and the SLG Affiliated Directors’ (for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates (as defined in the Purchase Agreement) the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance that may result in the Investor Group or any member thereof being deemed to have made a disposition or acquisition of Equity Securities or derivatives thereof for purposes of Section 16 of the Exchange 1934 Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director NomineeAppointed Director), and if the Appointed Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (or if an Observer is serving in its capacity as such or has served in such capacity during the preceding six (6) months): (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange 1934 Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting (to the extent permitted by law) the interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange 1934 Act pursuant to Rule 16b-3 thereunder thereunder, and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group or any member thereof of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting (to the extent permitted by law) the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange 1934 Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange 1934 Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise transaction or if there is any event or circumstance involving a transaction that can be exempted under Rule 16b-3 and that may result (as identified in writing by SLG to the Investor Group Company or Board of Directors) in a Purchaser, its Affiliates and/or any member thereof SLG Affiliated Director being deemed to have made a an acquisition or disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any SLG Affiliated Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months months, to the fullest extent permitted by law, (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the such Purchaser’s, its Affiliates’ and any SLG Affiliated Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons Purchaser or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitiondisposition by such Purchaser, or disposition or deemed dispositionsuch Purchaser’s Affiliates, by Investor Group or and/or any member thereof SLG Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or Associate or other designee of the Investors such Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires or controls whether that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions or dispositions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or such Purchaser’s, its Affiliates’ and any member thereof SLG Affiliated Director’s (for the Investors such Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transactionBusiness Combination, or if the Company proposes to take or omit to take any other action under Section 4 4.5 (including granting to the Investors Purchaser or their Affiliates its affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in the Investor Group Purchaser, its affiliates or any member thereof Purchaser Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Purchaser of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee4.5), and if the any Purchaser Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (ia) the Board of Directors or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its affiliates’ and any Purchaser Director’s interests of Investor Group or any member thereof (for the Investors and/or their AffiliatesPurchaser or its affiliates, to the extent such persons Persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (iib) if the transaction involves (Ai) a merger or consolidation Business Combination to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group Purchaser, its affiliates or any member thereof Purchaser Director of equity securities of such other issuer or derivatives thereof and (Ciii) an Affiliate affiliate or other designee nominee of the Investors Purchaser or their Affiliates its affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or Purchaser, its affiliates and any member thereof Purchaser Director (for the Investors and/or their AffiliatesPurchaser or its affiliates, to the extent such persons Persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor, its Affiliates and/or the Investor Group or any member thereof Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months months, then (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’, the Investor Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Investor or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed disposition, by the Investor’s Affiliates and/or the Investor Group or any member thereof Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company Investor reasonably requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor’s, its Affiliates’ and the Investor Group or any member thereof Director’s (for the Investors Investor and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.. In addition, to the extent that any cash that may be payable upon conversion of the Convertible Preferred Stock due to the Conversion Share Cap could be deemed a disposition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, the Board will pre-approve such disposition of equity

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) transaction or otherwise or if there is any event or circumstance that may result in the Investor Group Purchaser and each transferee of the Purchaser to whom shares of Series A Preferred Stock or any member thereof Conversion Shares are transferred (the “Purchaser Parties”), their respective Affiliates or the Series A Director being deemed to have made a disposition or acquisition of Equity Securities the Series A Preferred Stock or derivatives thereof Conversion Shares for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Series A Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (ia) the Board of Directors or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Series A Preferred Stock or derivatives thereof Conversion Shares for the express purpose of exempting the Purchaser Parties’, their respective Affiliates’ and the Series A Director’s interests of Investor Group or any member thereof (for the Investors and/or Purchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group the Purchaser Parties, their respective Affiliates, or any member thereof the Series A Director of equity securities of such other issuer or derivatives thereof and (Ciii) an Affiliate or other designee of the Investors Purchaser Parties or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors Purchaser Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof the Purchaser Parties’, their respective Affiliates’ and the Series A Director (for the Investors and/or Purchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 5.16 (including granting to the Investors Investor Parties or their respective Affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in the Investor Group or Parties, their respective Affiliates and/or any member thereof Investor Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Investor Parties of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee5.16), and if the Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months or such Investor Director is or has been during the preceding six (6) months subject to Section 16(b) of the Exchange Act (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and the Investor Director’s interests of Investor Group or any member thereof (for the Investors Investor and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Group or any member thereof Parties, the Investor’s Affiliates, and/or the Investor Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or any member thereof Parties’, their respective Affiliates’ and the Investor Director (for the Investors Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance that may result in the Investor Group or Purchaser, its Affiliates and/or any member thereof Atairos Affiliated Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Atairos Affiliated Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board of Directors or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and any Atairos Affiliated Director’s interests of Investor Group or any member thereof (for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group or the Purchaser, the Purchaser’s Affiliates, and/or any member thereof Atairos Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Purchaser’s, its Affiliates’ and any member thereof Atairos Affiliated Director’s (for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. If any Atairos Affiliated Director is granted any equity or equity-based awards by the Company in connection with his or her service on the Board of Directors (or any committee thereof), (a) the Board of Directors acknowledges that, immediately upon grant of such award, the Atairos Affiliated Director may assign all rights, title and interest in the shares of Company Common Stock underlying such award to any Atairos Affiliate and (b) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” (as defined in Rule 16b-3 of the Exchange Act) will pre-approve the grant of such awards (and any such subsequent assignment thereof to any Atairos Affiliate) to be exempt to the maximum extent possible for purposes of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder or any other rule or regulation thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 5.18 (including granting to the Investors Investor Parties or their respective Affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in the Investor Group or Parties, their respective Affiliates and/or any member thereof Investor Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Investor Parties of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee5.18), and if the any Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and such Investor Director’s interests of Investor Group or any member thereof (for the Investors Investor and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Group or Parties, the Investor’s Affiliates, and/or any member thereof Investor Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or Parties’, their respective Affiliates’ and any member thereof Investor Director (for the Investors Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group Investor, its Affiliates, or any member thereof director appointed to the Board by the Investor (an “Appointed Director”) being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Appointed Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months months, then (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and any Appointed Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Investor or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock Company capital stock is, in whole or in part, converted into or exchanged for equity securities equitysecurities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed disposition, by Investor Group or the Investor’s Affiliates and/or any member thereof Appointed Director of equity securities of such ofsuch other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their its Affiliates that will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company Investor requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section fromSection 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require use reasonable best efforts to request that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Investor’s, its Affiliates’ and any member thereof Appointed Director’s (for the Investors Investor and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of deputization”of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance that may result in the Investor, its Affiliates or an Investor Group or any member thereof Designee (as defined in the Investor Rights Agreement) being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act Act: (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee), and if the Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (ia) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor, its Affiliates’ and the Investor Designee’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor, its Affiliates, and/or the Investor Group or any member thereof Designee of equity securities of such other issuer or derivatives thereof and or (Ciii) an Affiliate or other designee of the Investors Investor or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify Investor notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of each of the Investor, its Affiliates and the Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) Designee in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company Issuer becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group Holder, its Affiliates and/or any director reasonably likely to cause the Holder or any member thereof being of its Affiliates to be treated as a director of the Issuer for the purposes of Section 16 of the Exchange Act (any such director, a “Holder Affiliated Director”) to be deemed to have made a make an acquisition or disposition or acquisition of Equity Securities equity securities of the Issuer or derivatives thereof for purposes of Section 16 of the Exchange Act (including upon any determination of the purchase by the Investors of any New Securities under Conversion Price pursuant to Section 4 or any awards or grants made to the Director Nominee9.03), and if the any Holder Affiliated Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months months: ​ (ia) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company Issuer or derivatives thereof for the express purpose of exempting the Holder’s, its Affiliates’ and any Holder Affiliated Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Holder or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and thereunder; and (iib) if the transaction involves involves: ​ (Ai) a merger or consolidation to which the Company Issuer is a party and the Common Stock isIssuer Class A Shares are, in whole or in part, converted into or exchanged for equity securities of a different issuer, ; ​ (Bii) a potential acquisition or deemed acquisitionby the Holder, or disposition or deemed dispositionits Affiliates, by Investor Group or and/or any member thereof Holder Affiliated Director of equity securities of such other issuer or derivatives thereof and thereof; and (Ciii) an Affiliate or Associate or other designee of the Investors Holder or their its Affiliates will serve serving on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, ​ then if the Company Issuer requires that the other issuer (including its board of directors (or similar governing body if not a corporation)) pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company Issuer or any of its subsidiaries Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company Issuer shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Holder, its Affiliates and any member thereof Holder Affiliated Directors (for the Investors Holder and/or their its Affiliates, to the extent such persons may be deemed are reasonably likely to be “directors by deputization” treated as a director of such other issuerthe Issuer for the purposes of Section 16 of the Exchange Act) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.. ​ ​ ​

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group Investor, its Affiliates, or any member thereof director appointed to the Board by the Investor (an “Appointed Director”) being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the any Appointed Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months months, then (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and any Appointed Director’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Investor or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock Company capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed disposition, by Investor Group or the Investor’s Affiliates and/or any member thereof Appointed Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their its Affiliates that will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company Investor requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require use reasonable best efforts to request that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Investor’s, its Affiliates’ and any member thereof Appointed Director’s (for the Investors Investor and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) transaction or otherwise or if there is any event or circumstance that may result in the Investor Group Purchaser and each transferee of the Purchaser to whom shares of Series B Preferred Stock, Conversion Shares or any member thereof Dividend Shares are transferred (the “Purchaser Parties”), their respective Affiliates or the Series B Director being deemed to have made a disposition or acquisition of Equity Securities the Series B Preferred Stock, Conversion Shares or derivatives thereof Dividend Shares for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Series B Director Nominee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (ia) the Board of Directors or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Series B Preferred Stock, Conversion Shares or derivatives thereof Dividend Shares for the express purpose of exempting the Purchaser Parties’, their respective Affiliates’ and the Series B Director’s interests of Investor Group or any member thereof (for the Investors and/or Purchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group the Purchaser Parties, their respective Affiliates, or any member thereof the Series B Director of equity securities of such other issuer or derivatives thereof and (Ciii) an Affiliate or other designee of the Investors Purchaser Parties or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors Purchaser Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof the Purchaser Parties’, their respective Affiliates’ and the Series B Director (for the Investors and/or Purchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance transaction that may result in the Investor Group a Purchaser, or any member thereof its Affiliates and/or its Board Designee being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if the Director Nominee a Board Designee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the such Purchaser’s, its Affiliates’ and its Board Designee’s interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, to the extent such persons the Purchaser or its Affiliates may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Class A Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby a Purchaser, or disposition or deemed dispositionsuch Purchaser’s Affiliates, by Investor Group or any member thereof and/or such Purchaser’s Board Designee of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions)issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or any member thereof such Purchaser’s, its Affiliates’ and its Board Designee’s (for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 4.16 (including granting to the Investors Investor Parties or their respective Affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in the Investor Group or any member thereof Parties, their respective Affiliates and/or the Investor Director (which term, for purposes of this Section 4.18, shall also include the term “Investor Director” as defined in the Certificate of Designations) being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Investor Parties of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee4.16), and if the Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and the Investor Director’s interests of Investor Group or any member thereof (for the Investors and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Group or any member thereof Parties, the Investors’ Affiliates, and/or the Investor Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor Group or any member thereof Parties’, their respective Affiliates’ and the Investor Director (for the Investors Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is any event or circumstance that may result in the Investor Group or Purchaser, its Affiliates and/or any member thereof director designee being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee)Act, and if any director designated by the Director Nominee holders of Preferred Shares or the Conversion Shares is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (i) the Board of Directors or a committee thereof composed comprised solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and any such Director’s interests of Investor Group or any member thereof (for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Voting Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Investor Group or the Purchaser, the Purchaser’s Affiliates, and/or any member thereof such director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Investor Group or the Purchaser’s, its Affiliates’ and any member thereof such director’s (for the Investors Purchaser and/or their its Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. If any Director designated by the holders of Preferred Shares or the Conversion Shares is granted any equity or equity-based awards by the Company in connection with his or her service on the Board of Directors (or any committee thereof), (a) the Board of Directors acknowledges that, immediately upon grant of such award, such director may assign all rights, title and interest in the shares of Company Common Stock underlying such award to any Affiliate of the Purchaser and (b) the Board of Directors or a committee thereof comprised solely of two or more “non-employee directors” (as defined in Rule 16b-3 of the Exchange Act) will pre-approve the grant of such awards (and any such subsequent assignment thereof to any such Affiliate) to be exempt to the maximum extent possible for purposes of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder or any other rule or regulation thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4 5.18 (including granting to the Investors Investor Parties or their respective Affiliates the right to participate in any issuance of New Securitiessecurities) or otherwise or if there is any event or circumstance that may result in the Investor, its Affiliates and/or the Investor Group or any member thereof Director being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by the Investors Investor or any of its Affiliates of any New Securities securities under Section 4 or any awards or grants made to the Director Nominee5.18), and if the Investor Director Nominee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor and its Affiliates’ and the Investor Director’s interests of Investor Group or any member thereof (for the Investors KKR Investor Group and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor, its Affiliates, and/or the Investor Group or any member thereof Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their any of its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify Investor notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investor, its Affiliates and the Investor Group or any member thereof Director (for the Investors KKR Investor Group and/or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.