limitations pursuant to lock-up agreements. The Registration Rights Agreement also provides that the Issuer will pay certain expenses of the holders of the
Issuers common stock party thereto relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act of 1933, as amended.
Stockholders Agreement
In
connection with the IPO, the Founder, Holdco I and Holdco II entered into a stockholders agreement, a copy of which is filed with this Schedule 13D as Exhibit 3 to this Schedule 13D (the Stockholders Agreement), with
the other Continuing Equity Owners and Oaktree. The Stockholders Agreement governs matters related to the Issuers corporate governance, rights to nominate and designate directors and additional matters.
The Stockholders Agreement provides that for so long as the Founder owns at least 10% of the outstanding equity securities of the Issuer
that are not shares of Common Stock awarded under the Issuers long-term incentive plan or other incentive equity plan (the Plan Shares), the Founder is entitled to nominate one director for election to the Issuers
board of directors. The Stockholders Agreement will also provide that for so long as Oaktree owns at least 20% of the outstanding equity securities of the Issuer that are not Plan Shares, Oaktree is entitled to nominate three directors for
election to the Issuers board of directors; for so long as Oaktree owns at least 15% but less than 20% of the outstanding equity securities of the Issuer that are not Plan Shares, Oaktree is entitled to nominate two directors for election to
our board of directors; and for so long as Oaktree owns at least 10% but less than 15% of the outstanding equity securities of the Issuer that are not Plan Shares, Oaktree is entitled to nominate one director for election to our board of directors.
Pursuant to the Stockholders Agreement, the Issuer will use its best efforts to cause the election of the slate of nominees
recommended by its board of directors which, subject to the fiduciary duties of the directors, will include the persons nominated by the Founder and Oaktree in accordance with the Stockholders Agreement. Subject to the terms of the
Stockholders Agreement, the Founder, Holdco I, Holdco II and the other Continuing Equity Owners and Oaktree agree to vote their shares in favor of the election of the director nominees designated by the Founder and Oaktree.
At its current ownership level, the Founder is entitled to nominate one director for election to the Issuers board of directors and
Oaktree is not entitled to nominate any director. The Founder currently serves on the Issuers board of directors and serves as the initial designee of the Founder. The size of the Issuers board of directors is currently eight, consisting
of seven individuals, including one as chairman, and one vacancy. One board seat will remain vacant. In the event that a Founder designee or an Oaktree designee ceases to serve as a director, the Founder or Oaktree, as applicable, will be entitled
to designate another nominee to fill the resulting vacancy.
The Stockholders Agreement will terminate as it relates to each
stockholder at such time as such stockholder ceases to own any equity securities of the Issuer, except for the rights that will survive cessation of ownership of equity securities, including the rights of Founder and Oaktree under the Registration
Rights Agreement.
Lock-Up Agreement
The Founder, Holdco I and Holdco II have entered into lock-up agreements, copies of which are filed as
Exhibits 4, 5 and 6 to this Schedule 13D (the Lock-up Agreements), respectively, with the IPO underwriters pursuant to which Founder, Holdco I and Holdco II, subject to certain exceptions,
for a period of 180 days after the date of the IPO final prospectus may not, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, (1) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, common units in Parent, the
Issuers wholly-owned subsidiary, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or common units in Parent (together, the
Lock-up Securities), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-up Securities or
any security convertible into or exercisable or exchangeable for Lock-up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-up Securities or any security convertible into or exercisable or exchangeable for Lock-up Securities, or publicly disclose the intention to undertake any of the
foregoing.
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