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 that may result in the Investors, their Affiliates and/or any Investor Director being deemed to have made a disposition of Equity Securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor Director is serving on the Board at such time or has served on the Board during the preceding six months (i) the Board will pre-approve such disposition of Equity Securities or derivatives thereof for the express purpose of exempting the Investors’, their respective Affiliates’ and the Investor Director’s interests (to the extent such 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 Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by the Investors, such Investors’ respective 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 or their respective Affiliates will serve on the board of directors (or its equivalent) of such other 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 Investors, their respective Affiliates and the Investor Director (for 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 that may result in the InvestorsInvestor, their its Affiliates and/or any the Investor Director being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any the Investor Director is serving on the Board at such time or has served on the Board during the preceding six months months, then (i) the Board will pre-approve such disposition of Equity Securities equity securities or derivatives thereof for the express purpose of exempting the InvestorsInvestor’s, its Affiliates’, their respective Affiliates’ and the Investor Director’s ‘interests (to the extent such Investors the Investor or their respective 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 Capital Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by the InvestorsInvestor, such Investors’ respective Affiliates, 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 or their respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 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 InvestorsInvestor’s, their respective Affiliates its Affiliates’ and the Investor Director Director’s’ (for such Investors the Investor and/or their respective 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 there is any event or circumstance that may result in the InvestorsPurchaser, their its Affiliates and/or any Investor Director 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, and if any Investor Director Purchaser Designee is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six months (i) 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 such acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser's, their respective its Affiliates’ ' and the Investor Director’s any Purchaser Designee's interests (in each case for the Purchaser and/or its Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 the InvestorsPurchaser, such Investors’ respective its Affiliates, and/or the Investor Director any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsPurchaser's, their respective Affiliates its Affiliates' and any Purchaser Designee's (in each case for the Investor Director (for such Investors Purchaser and/or their respective 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 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 Investors, their Affiliates and/or Investor Group or any Investor Director member thereof 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 ActAct (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 any Investor 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 equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, their respective Affiliates’ and the Investor Director’s interests (to the extent such Investors or their respective Affiliates 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 Capital 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 Investors, such Investors’ respective Affiliates, and/or the Investor Director 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 respective Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer 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 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 Director Group or any member thereof (for such 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 the Company becomes a party to a consolidation, merger or other similar transaction that may result in the InvestorsInvestor, their Affiliates any other Investor Party and/or any Investor Director or Observer being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any such Investor Director is serving on the Company Board at such time or has served on the Company Board during the preceding six 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 will pre-approve such disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the InvestorsInvestor Parties’, their respective Affiliates’ and the Investor Director’s and the Observer’s interests (for the Investor Parties and/or Observers, to the extent such Investors any Investor Party or their respective Affiliates 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 Capital Stock isCommon Shares 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 the Investors, such Investors’ respective Affiliates, any Investor Party and/or the any Investor Director or 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 respective Affiliates any Investor Party will serve on the board of directors (or its equivalent) of such other 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 InvestorsInvestor Parties, their respective Affiliates the Investor Directors and the Investor Director Observers (for such Investors the Investor Parties and/or their respective 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 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 transaction, if there is any event or circumstance that may result in the InvestorsInvestor, their its Affiliates and/or any Investor 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, and if any Investor Affiliated Director 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 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’Investor’s, their respective its Affiliates’ and the any Investor Affiliated Director’s interests (for the Investor and/or its Affiliates, to the extent such Investors or their respective Affiliates 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 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 acquisition, or disposition or deemed disposition, by the InvestorsInvestor, such Investors’ respective its Affiliates, and/or the any Investor 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 respective its Affiliates will serve on the board Board of directors Directors (or its equivalent) of such other 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 use its commercially reasonable efforts to require, to the extent permitted by Applicable Law, that such other issuer pre-approve any such acquisitions or dispositions of equity securities Equity Securities or derivatives thereof for the express purpose of exempting the interests of the InvestorsInvestor, their respective its Affiliates and any Investor Affiliated Directors (for the Investor Director (for such Investors and/or their respective 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 transaction, or if the Company proposes to take or omit to take any other action under Section 5.13 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the InvestorsInvestor, their its Affiliates and/or any 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 ActAct (including the purchase by the Investor or any of its Affiliates of any securities under Section 5.13), and if any the Investor Director 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 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 Investors’, their respective Investor and its Affiliates’ and the Investor Director’s interests (for the Investor Parties and/or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsInvestor, such Investors’ respective its 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 or their respective any of its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsInvestor, their respective its Affiliates and the Investor Director (for such Investors the 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 transaction, or if the Company proposes to take or omit to take any other action under Section 18 (including granting to the Investor Parties or its Affiliates the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the Investorsany Investor Party, their its Affiliates and/or any 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 ActAct (including the purchase by such Investor Party or any of its Affiliates of any securities under Section 18), and if any the Investor Director 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 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 or derivatives thereof for the express purpose of exempting the Investors’, their respective such Investor Party and its Affiliates’ and the Investor Director’s interests (for the Investor Parties and/or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 the Investorssuch Investor Party, such Investors’ respective 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 respective any of its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if 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 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 Investorssuch Investor Party, their respective its Affiliates and the Investor Director (for such 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 If, following the Company First Step Investment Closing, the Issuer becomes a party to a consolidation, merger or other similar transaction transaction, or if the Issuer proposes to take or omit to take any other action under Section 6 (including granting to Subscriber 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 Subscriber, its affiliates and/or the Investors, their Affiliates and/or any Investor Director Subscriber Directors being deemed to have made a disposition or acquisition of Equity Securities equity securities of the Company Issuer or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by Subscriber of any securities under Section 6), and if any Investor a Subscriber Director 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 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 Issuer or derivatives thereof for the express purpose of exempting the Investors’Subscriber’s, their respective Affiliatesits affiliates’ and the Investor such Subscriber Director’s interests (for the Subscriber and/or its affiliates, to the extent such Investors or their respective Affiliates 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 Issuer is a party and Capital Stock the 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 acquisition, or disposition or deemed disposition, by the InvestorsSubscriber, such Investors’ respective Affiliatesits affiliates, and/or the Investor a Subscriber Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate affiliate or other designee of the Investors Subscriber or their respective Affiliates its affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Issuer is a party (or if Subscriber notifies the Issuer of such service a reasonable time in advance of the closing of such transactions), then if the Company Issuer 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 Issuer 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 Issuer shall require that such other issuer pre-approve preapprove any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the InvestorsSubscriber, their respective Affiliates its affiliates’ and the Investor such Subscriber Director (for such Investors Subscriber and/or their respective Affiliatesits 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. Notwithstanding the foregoing, the Issuer makes no representation or warranty and gives no assurance as to the adequacy of any of the foregoing actions to create any exemption under Section 16(b) of the Exchange Act.

Section 16 Matters. If the Company Parent becomes a party to a consolidation, merger or other similar transaction that may result in the InvestorsInvestor, their any of its Affiliates and/or or any Investor Director being deemed to have made a disposition of Equity Securities Interests of the Company Parent or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor Director is serving on the Parent Board at such time or has served on the Parent Board during the preceding six months (i) the Parent Board will pre-approve such disposition of Equity Securities Interests or derivatives thereof for the express purpose of exempting the Investors’Investor’s, their respective its Affiliates’ and the any Investor Director’s interests (to the extent such Investors the Investor or their respective 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 Capital Stock isthe Equity 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 by the InvestorsInvestor, such Investors’ respective any of its Affiliates, and/or the or any Investor 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 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 the InvestorsInvestor’s, their respective Affiliates its Affiliates’ and any Investor Director’s (for the Investor Director (for such Investors and/or their respective 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 transaction, or if the Company proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or otherwise or if there is any event or circumstance that may result in the InvestorsPurchaser, their its Affiliates and/or any Investor 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 ActAct (including the purchase by the Purchaser of any Additional Securities under Section 4.16), and if any Investor 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 months (i) 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 such acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser’s, their respective its Affiliates’ and the Investor any SLP Affiliated Director’s interests (for the Purchaser and/or its Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 the InvestorsPurchaser, such Investors’ respective the Purchaser’s Affiliates, and/or the Investor any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsPurchaser’s, their respective Affiliates its Affiliates’ and the Investor Director any SLP Affiliated Director’s (for such Investors the Purchaser and/or their respective 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 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 Investors, their Affiliates and/or Investor Group or any Investor Director member thereof 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 ActAct (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to Xxxxx Xxxxxx or any Investor Approved Board Member), and if any an Investor Director 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 equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’interests of Investor Group or any member thereof (for the Investors and/or their Affiliates, their respective Affiliates’ and the Investor Director’s interests (to the extent such Investors or their respective Affiliates 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 Capital 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 Investors, such Investors’ respective Affiliates, and/or the Investor Director 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 respective Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer 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 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 Director Group or any member thereof (for such 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 the Company becomes a party to a consolidation, merger or other similar transaction transaction, pays PIK interest on the Notes or if the Company proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or if there is any event or circumstance that may result in the Investors, their Affiliates Silver Lake Group and/or any Investor Director 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 ActAct (including the purchase by the Purchaser of any Additional Securities under Section 4.16), and if any Investor Director 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 months months, then upon request of the Purchaser or any Purchaser Designee, (i) the Board of Directors or a Committee composed solely of two 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 Investors’, their respective Affiliates’ and the Investor DirectorSilver Lake Group’s or any SL Person’s interests (in each case, to the extent such Investors or their respective Affiliates 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 Capital 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 the Investors, such Investors’ respective Affiliates, and/or the Investor Director Silver Lake Group or any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 Investors, their respective Affiliates Silver Lake Group’s and the Investor Director any SL Person’s (for such Investors and/or their respective 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 transaction, or if the Company proposes to take or omit to take any other action under Section 5.16 (including granting to the Investor or its Affiliates the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the InvestorsInvestor Parties, their respective Affiliates and/or any 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 ActAct (including the purchase by the Investor Parties of any securities under Section 5.16), and if any Investor Director is serving on the Board at such time or has served on the Board during the preceding six months (i) the Board 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 such acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the InvestorsInvestor Parties’, their respective Affiliates’ and the any Investor Director’s interests (for the Investor and/or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsInvestor Parties, such Investors’ respective the Investor’s Affiliates, and/or the any 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 respective Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsInvestor Parties’, their respective Affiliates Affiliates’ and the any Investor Director (for such Investors the 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 that may result in the InvestorsInvestor, their Affiliates and/or any its Affiliates, or the Investor Director being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any an Investor Director is serving on the Board at such time or has served on the Board during the preceding six months (6) months, then (i) the Board will pre-approve such disposition of Equity Securities equity securities or derivatives thereof for the express purpose of exempting the Investors’Investor’s, their respective its Affiliates’ and the Investor Director’s interests (to the extent such Investors the Investor or their respective 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 Capital 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 by the InvestorsInvestor, such Investors’ respective Affiliates, 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 or their respective its Affiliates that will serve on the board of directors (or its equivalent) of such other 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 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 InvestorsInvestor’s, their respective Affiliates its Affiliates’ and the Investor Director Director’s (for such Investors the Investor and/or their respective 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 that may result in the InvestorsPurchaser, their or its Affiliates and/or any Investor the Designated Director being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor the Designated Director is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board will pre-approve such disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser’s, their respective its Affiliates’ and the Investor its Designated Director’s interests (to the extent such Investors the Purchaser or their respective 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 Capital the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by the InvestorsPurchaser, such Investors’ respective Purchaser’s Affiliates, and/or the Investor 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 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 the InvestorsPurchaser’s, their respective Affiliates its Affiliates’ and the Investor Director Designated Director’s (for such Investors the Purchaser and/or their respective 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 that may result in the InvestorsInvestor, their its Affiliates and/or any the Investor Director Directors being deemed to have made a disposition of Equity Securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any of the Investor Director Directors is serving on the Board at such time or has served on the Board during the preceding six months (i) the Board will pre-approve such disposition of Equity Securities or derivatives thereof for the express purpose of exempting the Investors’Investor’s, their respective its Affiliates’ and the Investor Director’s Directors’ interests (to the extent such Investors the Investor or their respective 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 Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by the InvestorsInvestor, such Investors’ respective the Investor’s Affiliates, and/or the Investor Director Directors of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 InvestorsInvestor’s, their respective Affiliates its Affiliates’ and the Investor Director Directors’ (for such Investors the Investor and/or their respective 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 that may result in the InvestorsInvestor, their its Affiliates and/or any the Investor Director being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any the Investor Director is serving on the Board at such time or has served on the Board during the preceding six months months, then (i) the Board will pre-approve such disposition of Equity Securities equity securities or derivatives thereof for the express purpose of exempting the InvestorsInvestor’s, its Affiliates’, their respective Affiliates’ and the Investor Director’s interests (to the extent such Investors the Investor or their respective 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 Capital Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by the InvestorsInvestor, such Investors’ respective Affiliates, 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 or their respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 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 InvestorsInvestor’s, their respective Affiliates its Affiliates’ and the Investor Director Director’s (for such Investors the Investor and/or their respective 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 otherwise or if there is any event or circumstance that may result in the InvestorsPurchaser and each transferee of the Purchaser to whom shares of Series A Preferred Stock or Conversion Shares are transferred (the “Purchaser Parties”), their respective Affiliates and/or any Investor or the Series A Director being deemed to have made a disposition of Equity Securities or acquisition of the Company Series A Preferred Stock or derivatives thereof Conversion Shares for purposes of Section 16 of the Exchange Act, and if any Investor the Series A 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 (ia) 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 such acquisition or disposition of Equity Securities the Series A Preferred Stock or derivatives thereof Conversion Shares for the express purpose of exempting the InvestorsPurchaser Parties’, their respective Affiliates’ and the Investor Series A Director’s interests (for the Purchaser Parties or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsPurchaser Parties, such Investors’ their respective Affiliates, and/or or the Investor 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 issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 the InvestorsPurchaser Parties’, their respective Affiliates Affiliates’ and the Investor Series A Director (for such Investors and/or the 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 there is any event or other similar transaction circumstance that may result in the InvestorsInvestor, their its Affiliates and/or any or an Investor Director 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, and if any Investor Director is serving on the Board at such time or has served on the Board during the preceding six months : (ia) the Board 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 Investors’Investor, their respective its Affiliates’ and the Investor DirectorDesignee’s interests (to the extent such 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 (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and Capital 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 InvestorsInvestor, such Investors’ respective its Affiliates, and/or the Investor Director 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 each of the InvestorsInvestor, their respective its Affiliates and the Investor Director (for such Investors and/or their respective 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 becomes a party to a consolidation, merger or other similar transaction that may result in the Investors, their Affiliates and/or respective Affiliates, or any Investor Xxxxxxx Director being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor an Xxxxxxx Director is serving on the Board at such time or has served on the Board during the preceding six months (6) months, then (i) the Board will pre-approve such disposition of Equity Securities equity securities or derivatives thereof for the express purpose of exempting the Investors’, their respective Affiliates’ and the Investor Xxxxxxx Director’s interests (to the extent such 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 Capital 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 by the Investors, such the Investors’ respective Affiliates, Affiliates and/or the Investor any 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, 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 in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b- 3 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 Investors’, their respective Affiliates Affiliates’ and the Investor Director any Xxxxxxx Director’s (for such 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 the Company becomes a party to a consolidation, merger or other similar transaction that may result in the Investors, their Affiliates and/or any Investor Director being deemed to have made a disposition of Equity Securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor Director is serving on the Board at such time or has served on the Board during the preceding six months (i) the Board will pre-approve such disposition of Equity Securities or derivatives thereof for the express purpose of exempting the Investors’, their respective Affiliates’ and the Investor Director’s interests (to the extent such 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 Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by the Investors, such Investors’ respective 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 or their respective Affiliates will serve on the board of directors (or its equivalent) of such other 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 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 Director (for 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 transaction, or if the Company proposes to take or omit to take any other action under Section 5.18 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the InvestorsInvestor Parties, their respective Affiliates and/or any 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 ActAct (including the purchase by the Investor Parties of any securities under Section 5.18), and if any Investor Director 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 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 InvestorsInvestor Parties’, their respective Affiliates’ and the such Investor Director’s interests (for the Investor and/or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsInvestor Parties, such Investors’ respective the Investor’s Affiliates, and/or the any 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 respective Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsInvestor Parties’, their respective Affiliates Affiliates’ and the any Investor Director (for such Investors the 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 transaction, or if the Company proposes to take or omit to take any other action under Section 5.16 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the InvestorsInvestor Parties, their respective Affiliates and/or any 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 ActAct (including the purchase by the Investor Parties of any securities under Section 5.16), and if any the Investor Director 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 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 InvestorsInvestor Parties’, their respective Affiliates’ and the Investor Director’s interests (for the Investor and/or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsInvestor Parties, such Investors’ respective 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 respective Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsInvestor Parties’, their respective Affiliates Affiliates’ and the Investor Director (for such Investors the 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 transaction, or if there is any event or circumstance that may result in the InvestorsPurchaser, their its Affiliates and/or any Investor 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, and if any Investor Atairos Affiliated Director is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six months (i) 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 such acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser’s, their respective its Affiliates’ and the Investor any Atairos Affiliated Director’s interests (for the Purchaser and/or its Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 the InvestorsPurchaser, such Investors’ respective the Purchaser’s Affiliates, and/or the Investor any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsPurchaser’s, their respective Affiliates its Affiliates’ and the Investor Director any Atairos Affiliated Director’s (for such Investors the Purchaser and/or their respective 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 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 InvestorsCompany or Board of Directors) in a Purchaser, their its Affiliates and/or any Investor SLG Affiliated Director being deemed to have made a an acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor SLG Affiliated Director is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six months months, to the fullest extent permitted by law, (i) the Board of Directors 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 Investors’such Purchaser’s, their respective its Affiliates’ and the Investor any SLG Affiliated Director’s interests (to the extent such Investors Purchaser or their respective 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 Capital 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 disposition by the Investorssuch Purchaser, such Investors’ respective Purchaser’s Affiliates, and/or the Investor any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 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 or dispositions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Investorssuch Purchaser’s, their respective Affiliates its Affiliates’ and the Investor Director any SLG Affiliated Director’s (for such Investors Purchaser and/or their respective 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 transaction, or if there is any event or circumstance that may result in the Investorsa Purchaser, their Affiliates its Affiliates, any Xxxx Affiliated Director and/or any Investor 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, and if any Investor Xxxx Affiliated Director 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 months (i) 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 such acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investorssuch Purchaser’s, its Affiliates’, their respective Affiliates’ any Xxxx Affiliated Director’s and the Investor any SLP Affiliated Director’s interests (for such Purchaser and/or its Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 the Investorsa Purchaser, such Investors’ respective Purchaser’s Affiliates, any Xxxx Affiliated Director and/or the Investor 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if 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 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 Investorsa Purchaser’s, their respective Affiliates its Affiliates’, any Xxxx Affiliated Director’s and the Investor Director any SLP Affiliated Director’s (for such Investors each Purchaser and/or their respective 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 transaction, or if there is any event or circumstance that may result in the InvestorsPurchaser, their its Affiliates and/or any Investor 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, and if any Investor Xxxx Affiliated Director is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six months (i) 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 such acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser’s, their respective its Affiliates’ and the Investor any Xxxx Affiliated Director’s interests (to the extent such Investors or their respective Affiliates 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 Capital 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 the InvestorsPurchaser, such Investors’ respective Affiliates, its Affiliates and/or the Investor any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsPurchaser’s, their respective Affiliates its Affiliates’ and the Investor Director any Xxxx Affiliated Director’s (for 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 transaction, or if the Company proposes to take or omit to take any other action under Section 5.18 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the InvestorsInvestor, their its Affiliates and/or any 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 ActAct (including the purchase by the Investor or any of its Affiliates of any securities under Section 5.18), and if any the Investor Director 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 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 Investors’, their respective Investor and its Affiliates’ and the Investor Director’s interests (for the KKR Investor Group and/or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsInvestor, such Investors’ respective its 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 or their respective any of its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsInvestor, their respective its Affiliates and the Investor Director (for such Investors the 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.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction transaction, or if the Company proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or if the Company reasonably believes there is otherwise any event or circumstance that may result in the Investors, their Affiliates Silver Lake Group and/or any Investor Director 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 ActAct (including the purchase by the SLA Purchaser or any of its Affiliates of any Additional Securities under Section 4.16 or pursuant to the acquisition by the Purchaser or any of its Affiliates of any Company Common Stock pursuant to the ROFR Agreement), and if any Investor Director 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 months (6) months, then upon request of the SLA Purchaser or any Purchaser Designee, (i) the Board of Directors or a Committee composed solely of two 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 Investors’, their respective Affiliates’ and the Investor DirectorSilver Lake Group’s or any SL Person’s interests (in each case, to the extent such Investors or their respective Affiliates 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 Capital 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 the Investors, such Investors’ respective Affiliates, and/or the Investor Director Silver Lake Group or any SL Person of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors SLA Purchaser or their respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 Investors, their respective Affiliates Silver Lake Group’s and the Investor Director any SL Person’s (for such Investors and/or their respective 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 that may result in the InvestorsInvestor, their its Affiliates and/or any Investor Director being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor Director is serving on the Board at such time or has served on the Board during the preceding six months months, then (ia) the Board will pre-approve such disposition of Equity Securities equity securities or derivatives thereof for the express purpose of exempting the Investors’Investor's, their respective its Affiliates’ ' and the Investor Director’s Directors' interests (to the extent such Investors the Investor or their respective 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 Capital Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition by the InvestorsInvestor, such Investors’ respective Affiliates, the Investor's Affiliates and/or the Investor Director Directors of equity securities of such other issuer or derivatives thereof and (Ciii) an Affiliate or other designee of the Investors Investor or their respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 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 InvestorsInvestor's, their respective Affiliates its Affiliates' and the Investor Director Directors' (for such Investors the Investor and/or their respective 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 transaction, or if the Company proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or if the Company reasonably believes there is otherwise any 34 ​ event or circumstance that may result in the Investors, their Affiliates Silver Lake Group and/or any Investor Director 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 ActAct (including the purchase by the SLA Purchaser or any of its Affiliates of any Additional Securities under Section 4.16 or pursuant to the acquisition by the Purchaser or any of its Affiliates of any Company Common Stock pursuant to the ROFR Agreement), and if any Investor Director 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 months (6) months, then upon request of the SLA Purchaser or any Purchaser Designee, (i) the Board of Directors or a Committee composed solely of two 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 Investors’, their respective Affiliates’ and the Investor DirectorSilver Lake Group’s or any SL Person’s interests (in each case, to the extent such Investors or their respective Affiliates 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 Capital 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 the Investors, such Investors’ respective Affiliates, and/or the Investor Director Silver Lake Group or any SL Person of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors SLA Purchaser or their respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 Investors, their respective Affiliates Silver Lake Group’s and the Investor Director any SL Person’s (for such Investors and/or their respective 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 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 4.9 (including granting to the Purchaser the right to participate in any issuance of New Securities) or if there is any other event or circumstance that may result in the Investors, their Affiliates CD&R Group and/or any Investor Director 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 ActAct to or from the Company (including the purchase by the Purchaser of any New Securities under Section 4.9), and if any Investor Director CD&R Person is serving on the Company Board at such time or has served on the Company Board during the preceding six months 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 (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 will or a committee of the Company Board composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act to pre-approve such acquisition or disposition of Equity Securities 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 Investors’, their respective Affiliates’ and the Investor DirectorCD&R Group’s or any CD&R Person’s interests (in each case, to the extent such Investors or their respective Affiliates 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 Capital 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 Investors, such Investors’ respective Affiliates, and/or the Investor Director CD&R Group or any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 the Investors, their respective Affiliates CD&R Group’s and the Investor Director any CD&R Person’s (for such Investors and/or their respective 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 that may result in the InvestorsInvestor, their Affiliates and/or its Affiliates, or any director appointed to the Board by the Investor Director (an “Appointed Director”) being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor Appointed Director is serving on the Board at such time or has served on the Board during the preceding six months (6) months, then (i) the Board will pre-approve such disposition of Equity Securities equity securities or derivatives thereof for the express purpose of exempting the Investors’Investor’s, their respective its Affiliates’ and the Investor any Appointed Director’s interests (to the extent such Investors the Investor or their respective 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 Capital 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 by the InvestorsInvestor, such Investors’ respective Affiliates, the Investor’s Affiliates and/or the Investor any 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 respective its Affiliates that will serve on the board of directors (or its equivalent) of such other 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 fromSection 16(b) of the Exchange Act pursuant to Rule 16b- 3 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 InvestorsInvestor’s, their respective Affiliates its Affiliates’ and any Appointed Director’s (for the Investor Director (for such Investors and/or their respective 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 that may result in the Investors, their Affiliates and/or respective Affiliates, or any Investor Xxxxxxx Director being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor an Xxxxxxx Director is serving on the Board at such time or has served on the Board during the preceding six months (6) months, then (i) the Board will pre-approve such disposition of Equity Securities equity securities or derivatives thereof for the express purpose of exempting the Investors’, their respective Affiliates’ and the Investor Xxxxxxx Director’s interests (to the extent such 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 Capital Stock Company capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a 37 potential acquisition by the Investors, such the Investors’ respective Affiliates, Affiliates and/or the Investor any 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, 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 in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b- 3 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 Investors’, their respective Affiliates Affiliates’ and the Investor Director any Xxxxxxx Director’s (for such 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 the Company becomes a party to a consolidation, merger or other similar transaction transaction, or if the Company proposes to take or omit to take any other action under Section 5.13 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the InvestorsInvestor Parties, their respective Affiliates and/or any 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 ActAct (including the purchase by the Investor Parties of any securities under Section 5.13), and if any Investor Director 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 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 InvestorsInvestor Parties’, their respective Affiliates’ and the such Investor Director’s interests (for the Investor and/or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsInvestor Parties, such Investors’ respective the Investor’s Affiliates, and/or the any 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 respective Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsInvestor Parties’, their respective Affiliates Affiliates’ and the any Investor Director (for such Investors the 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 that may result in Investor, any other Investor Party and/or the InvestorsFirst Director, their Affiliates and/or any Investor Second Director, Third Director or Observer being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor the First Director, Second Director 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 (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 will pre-approve such disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the InvestorsInvestor Parties’, their respective Affiliates’ the First Director’s, Second Director’s, Third Director’s and the Investor DirectorObserver’s interests (for the Investor Parties and/or Observer, to the extent such Investors any Investor Party or their respective Affiliates 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 Capital Stock isCommon Shares, 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 the Investors, such Investors’ respective Affiliates, any Investor Party and/or the Investor First Director, Second Director, Third Director or 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 respective Affiliates any Investor Party will serve on the board of directors (or its equivalent) of such other 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 InvestorsInvestor Parties, their respective Affiliates the First Director, Second Director, Third Director and the Investor Director Observer (for such Investors the Investor Parties and/or their respective 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. If the Company becomes a party to a consolidation, merger or other similar transaction or otherwise or if there is any event or circumstance that may result in the InvestorsPurchaser and each transferee of the Purchaser to whom shares of Series B Preferred Stock, Conversion Shares or Dividend Shares are transferred (the “Purchaser Parties”), their respective Affiliates and/or any Investor or the Series B Director being deemed to have made a disposition of Equity Securities or acquisition of the Company Series B Preferred Stock, Conversion Shares or derivatives thereof Dividend Shares for purposes of Section 16 of the Exchange Act, and if any Investor the Series B 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 (ia) 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 such acquisition or disposition of Equity Securities the Series B Preferred Stock, Conversion Shares or derivatives thereof Dividend Shares for the express purpose of exempting the InvestorsPurchaser Parties’, their respective Affiliates’ and the Investor Series B Director’s interests (for the Purchaser Parties or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsPurchaser Parties, such Investors’ their respective Affiliates, and/or or the Investor 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 issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsPurchaser Parties’, their respective Affiliates Affiliates’ and the Investor Series B Director (for such Investors and/or the 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 there is any event or circumstance that may result in the Investors, their Affiliates and/or any Investor Director or 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, and if any the Investor Director 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 months months, then upon request of the Investor or the Investor Designee, (i) the Board of Directors or a committee of the Board of Directors composed solely of two 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 Investors’, their respective Affiliates’ and Investor’s and/or the Investor DirectorDesignee’s interests (in each case, to the extent such Investors or their respective Affiliates 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 Capital 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 Investors, such Investors’ respective Affiliates, and/or Investor or the Investor Director Designee of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 Investors, their respective Affiliates and Investor or the Investor Director Designee (for such Investors and/or their respective 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 that may result in the InvestorsPurchaser, their its Affiliates and/or any Investor Director the SLP Affiliated Directors being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor Director of the 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 months (i) the Board of Directors will pre-approve such disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser’s, their respective its Affiliates’ and the Investor Director’s SLP Affiliated Directors’ interests (to the extent such Investors the Purchaser or their respective 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 Capital 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 by the InvestorsPurchaser, such Investors’ respective the Purchaser’s Affiliates, and/or the Investor Director 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 InvestorsPurchaser’s, their respective Affiliates its Affiliates’ and the Investor Director SLP Affiliated Directors’ (for such Investors the Purchaser and/or their respective 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 transaction, or if the Company proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or if the Company reasonably believes there is otherwise any event or circumstance that may result in the Investors, their Affiliates Silver Lake Group and/or any Investor Director 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 ActAct (including the purchase by the Purchaser or any of its Affiliates of any Additional Securities under Section 4.16 or pursuant to the acquisition by the Purchaser or any of its Affiliates of any Company Common Stock pursuant to the ROFR Agreement), and if any Investor Director 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 months (6) months, then upon request of the Purchaser or any Purchaser Designee, (i) the Board of Directors or a Committee composed solely of two 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 Investors’, their respective Affiliates’ and the Investor DirectorSilver Lake Group’s or any SL Person’s interests (in each case, to the extent such Investors or their respective Affiliates 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 Capital 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 the Investors, such Investors’ respective Affiliates, and/or the Investor Director Silver Lake Group or any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 Investors, their respective Affiliates Silver Lake Group’s and the Investor Director any SL Person’s (for such Investors and/or their respective 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 transaction, or if there is any event or circumstance that may result in the InvestorsPurchaser, their its Affiliates and/or any Investor Director 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, and if any Investor Director director designated by the 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 months (i) 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 such acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser’s, their respective its Affiliates’ and the Investor any such Director’s interests (for the Purchaser and/or its Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 the InvestorsPurchaser, such Investors’ respective the Purchaser’s Affiliates, and/or the Investor Director any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsPurchaser’s, their respective Affiliates its Affiliates’ and the Investor Director any such director’s (for such Investors the Purchaser and/or their respective 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 Broad Street becomes a party to a consolidation, merger or other similar transaction that may result in the InvestorsInvestor Parties, their respective Affiliates and/or any Investor or the Fortress Director being deemed to have made a an acquisition or disposition of Equity Securities equity securities of the Company Broad Street or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor the Fortress Director 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 under the Exchange Act will pre-approve such acquisition or disposition of Equity Securities the equity securities of Broad Street or derivatives thereof for the express purpose of exempting the InvestorsInvestor Parties’, their respective Affiliates’ and the Investor Fortress Director’s interests (for the Investor Parties or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsInvestor Parties, such Investors’ their respective Affiliates, and/or Affiliates or the Investor 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, then issuer pursuant to the terms of an agreement to which Broad Street is a party (or if the Company requires that the other issuer pre-approve any acquisition Investor Parties notify Broad Street of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer such service a reasonable time in advance of the Company or any closing of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b- 3 thereundertransactions), 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 InvestorsInvestor Parties, their respective Affiliates and the Investor Fortress Director (for such Investors and/or the 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 transaction, or if there is any event or circumstance that may result in the InvestorsPurchaser, their its Affiliates and/or any Investor the 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, and if any Investor the Purchaser Director is serving on the Board at such time or has served on the Board during the preceding six months (6) months, (i) the Board 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 such acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser, their respective Affiliates’ its Affiliates and the Investor Purchaser Director’s interests (for the Purchaser and/or its Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsPurchaser, such Investors’ respective Affiliates, the Purchaser’s Affiliates and/or the Investor Purchaser Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Purchaser or their respective Affiliates will serve on the board of directors Board (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 16b-3 thereunder, the Company shall require that such other issuer pre-approve preapprove any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the InvestorsPurchaser, their respective its Affiliates and the Investor Purchaser Director (for such Investors the Purchaser and/or their respective 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 transaction, or if the Company proposes to take or omit to take any other action under Section 5.19 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the InvestorsInvestor Parties, their respective Affiliates and/or any 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 ActAct (including the purchase by the Investor Parties of any securities under Section 5.19), and if any the Investor Director 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 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 InvestorsInvestor Parties’, their respective Affiliates’ and the Investor Director’s interests (for the Investor and/or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsInvestor Parties, such Investors’ respective 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 respective Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsInvestor Parties’, their respective Affiliates Affiliates’ and the Investor Director (for such Investors the 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 that may result in the InvestorsPurchaser, their its Affiliates and/or any Investor H.I.G. 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, and if any Investor H.I.G. Affiliated Director is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six months (i) 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 such acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser’s, their respective its Affiliates’ and the Investor any H.I.G. Affiliated Director’s interests (to the extent such Investors or their respective Affiliates 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 Capital 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 the InvestorsPurchaser, such Investors’ respective Affiliates, its Affiliates and/or the Investor any H.I.G. 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsPurchaser’s, their respective Affiliates its Affiliates’ and the Investor Director any H.I.G. Affiliated Director’s (for 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 that may result in the Investorsa Purchaser, their its Affiliates and/or any Investor SLG Affiliated Director being deemed to have made a an acquisition or disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor the SLG Affiliated Director is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six months (i) the Board of Directors 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 Investors’such Purchaser’s, their respective its Affiliates’ and the Investor any SLG Affiliated Director’s interests (to the extent such Investors Purchaser or their respective 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 Capital 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 by the Investorssuch Purchaser, such Investors’ respective Purchaser’s Affiliates, and/or the Investor any 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 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 Investorssuch Purchaser’s, their respective Affiliates its Affiliates’ and the Investor Director any SLG Affiliated Director’s (for such Investors Purchaser and/or their respective 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 that may result in the Investorsa Purchaser, their or its Affiliates and/or any Investor Director its Board Designee being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor Director 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 months (i) the Board of Directors will pre-approve such disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’such Purchaser’s, their respective its Affiliates’ and the Investor Directorits Board Designee’s interests (to the extent such Investors the Purchaser or their respective 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 Capital 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 by the Investorsa Purchaser, such Investors’ respective Purchaser’s Affiliates, and/or the Investor Director 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 Investorssuch Purchaser’s, their respective Affiliates its Affiliates’ and the Investor Director its Board Designee’s (for such Investors the Purchaser and/or their respective 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 transaction, or if the Company proposes to take or omit to take any other action under Section 4.16 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the InvestorsInvestor Parties, their respective Affiliates and/or any 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 ActAct (including the purchase by the Investor Parties of any securities under Section 4.16), and if any the Investor Director 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 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 InvestorsInvestor Parties’, their respective Affiliates’ and the Investor Director’s interests (for the Investors and/or their respective Affiliates, to the extent such Investors or their respective Affiliates 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 Capital 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 InvestorsInvestor Parties, such the Investors’ respective 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 respective Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer pursuant to the terms of an agreement to which the Company is a party (or if the 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 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 InvestorsInvestor Parties’, their respective Affiliates Affiliates’ and the Investor Director (for such Investors the 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 that may result in the InvestorsInvestor, their or its Affiliates and/or any its Investor Director Designees being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any an Investor Director Designee is serving on the Board at such time or has served on the Board during the preceding six (6) months (i) the Board will pre-approve such disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Investor’s, their respective its Affiliates’ and the its Investor DirectorDesignee’s interests (to the extent such Investors the Investor or their respective 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 Capital the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by the InvestorsInvestor, such Investors’ respective Investor’s Affiliates, and/or the Investor Director Designee of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or other designee of the Investors Investor or their respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 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 the InvestorsInvestor’s, their respective Affiliates its Affiliates’ and its Investor Designee’s (for the Investor Director (for such Investors and/or their respective 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 that may result in the Investorsa Purchaser, their its Affiliates and/or any Investor Director the SLG Affiliated Directors being deemed to have made a disposition of Equity Securities equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any Investor Director of the 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 months (i) the Board of Directors will pre-approve such disposition of Equity Securities equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’Purchaser’s, their respective its Affiliates’ and the Investor Director’s SLG Affiliated Directors’ interests (to the extent such Investors the Purchaser or their respective 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 Capital 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 by the InvestorsPurchaser, such Investors’ respective the Purchaser’s Affiliates, and/or the Investor Director 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 respective its Affiliates will serve on the board of directors (or its equivalent) of such other 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 InvestorsPurchaser’s, their respective Affiliates its Affiliates’ and the Investor Director SLG Affiliated Directors’ (for such Investors the Purchaser and/or their respective 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 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 Investors, their Affiliates and/or Investor Group or any Investor Director member thereof 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 Act1934 Act (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Appointed Director), and if any Investor the Appointed Director 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 1934 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 Investors’, their respective Affiliates’ and the Investor Director’s interests (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 Investors or their respective Affiliates 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 Capital 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 Investors, such Investors’ respective Affiliates, and/or the Investor Director 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 respective Affiliates will serve on the board of directors (or its equivalent) of such other issuerissuer 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 subsidiaries in such transactions from Section 16(b) of the Exchange 1934 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 Director Group or any member thereof (for such 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 1934 Act pursuant to Rule 16b-3 thereunder.