INTERESTS OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS TO BE
ACTED UPON
Interests of Company Directors in the Transactions
The Companys stockholders should be aware that certain directors of the Company have interests in the Transaction that may be different
from the interests of the Companys stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Transaction.
As of September 30, 2020, TowerBrook and its affiliates beneficially owned approximately 57.5% of our outstanding Common Stock. Pursuant
to a stockholders agreement by and between the Company and TI IV Holdings, for so long as TI IV Holdings beneficially owns at least 50% of our common stock, it is entitled to designate for nomination a majority of our Board. When TI IV
Holdings beneficially owns less than 50% of our common stock but owns at least 10% of our common stock, TI IV Holdings is entitled to designate for nomination a number of directors in proportion to its ownership of our common stock, rounded up to
the nearest whole person. When TI IV Holdings owns less than 10% of our common stock but owns at least 5% of our common stock, TI IV Holdings is entitled to designate for nomination the greater of (i) a number of directors in proportion to its
ownership of our common stock, rounded up to the nearest whole person, and (ii) one director. A majority of the members of the Board have been designated by TI IV Holdings pursuant to that right.
Currently, of the eight directors of the Company, two are employed by with TowerBrook. Those persons are Michael Recht and Andrew Rolfe.
Travis Nelson, a member of our Board, was previously employed by TowerBrook and is on the Management Advisory Board of TowerBrook. Additionally, Michael Rahamim, a member of our Board, is on the Senior Advisory Board of TowerBrook, is a Subordinated
Lender and has received Warrants exercisable for 1,240,036 shares of Common Stock. In light of the potential conflicts of interest that may have arisen in connection with the Transaction, our Board established a special committee of the Board (the
Special Committee) composed of Shelley Milano (Chair), Michael Eck, and Marka Hansen, and empowered and authorized the Special Committee to act on behalf of and exercise certain powers of the Board in connection with certain potential
transactions with TowerBrook and, prior to the approval by the Board of the Transaction, the Special Committee determined that the TSA and related transactions were advisable and in the best interests of the Company and its stakeholders (other than
TowerBrook and its other affiliates), and unanimously recommended that the Board approve, adopt and declare advisable the TSA and related transactions insofar as such documents relate to TowerBrook.
NOTICE PURSUANT TO THE COMPANYS BYLAWS AND DELAWARE GENERAL CORPORATION LAW
Pursuant to Article II, Section 2.12 of the Companys By-laws and Section 228(e) of the
DGCL, the Company is required to provide prompt notice of the taking of a corporate action by written consent to the Companys stockholders who have not consented in writing to such action. This Information Statement serves as the notice
required by Article II, Section 2.12 of the Companys By-laws and Section 228(e) of the DGCL.
HOUSEHOLDING MATERIALS
Some banks, brokers and other nominee record holders may be participating in the practice of householding stockholder materials,
such as proxy statements, information statements and annual reports. This means that only one copy of this information statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of this
information statement to you if requested by (i) mailing a request to Attn: Secretary and General Counsel, 4 Batterymarch Park, Quincy, Massachusetts 02169 or (ii) calling (617) 376-4300. If you want
to receive separate copies of stockholder materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may
contact us at the above address or telephone number.
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