Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the p

Section 1.2 — Interpretation (a) The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. (b) Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing a gender include all genders. (c) The word "including" (and correlative words such as "include" and "includes") shall

ARTICLE II — CAPITALIZATION AND STOCKHOLDER SCHEDULE

Section 2.1 — Authorized Capital The authorized capital stock of the Company consists of shares of Common Stock, par value $0.01 per share. As of the Closing Date, the total number of shares of Common Stock issued and outstanding reflects the aggregate equity contributions made by the Stockholders to the Company in connection with the Merger, as further set forth in Section 2.2 and Schedule B hereto. The Company shal

Section 2.2 — Stockholder Schedule Schedule B attached hereto sets forth, as of the Closing Date, each Stockholder's name, number of shares of Common Stock held, Percentage Interest, and the dollar amount of such Stockholder's equity contribution or rollover, as applicable: The foregoing percentages are presented on a fully diluted basis, but exclude the warrants held by Crestline Mezzanine Partners II LP representin

Section 2.3 — Equity Commitment Reconciliation The aggregate equity sources for the Company in connection with the Merger are as follows: In addition, the Merger was financed with (a) the Senior Credit Facility (Term Loan B: $1,200,000,000; Revolver: $200,000,000 — undrawn at closing) and (b) the Subordinated Notes ($300,000,000), for total sources of approximately $2,901,000,000, used to fund the aggregate equity co

ARTICLE III — GOVERNANCE AND BOARD COMPOSITION

Section 3.1 — Board of Directors (a) Size and Composition. The Board shall consist of seven (7) directors, designated as follows: (i) Four (4) Sponsor Directors. Sponsor shall have the right to designate four (4) directors to the Board (each, a "Sponsor Director") for so long as Sponsor and its Affiliates collectively hold at least thirty percent (30%) of the outstanding Common Stock (on a fully diluted basis). The n

Section 3.2 — Board Meetings (a) Frequency. The Board shall meet at least once per fiscal quarter and at such other times as the Chairman or any two (2) directors shall determine. Meetings of the Board may be held in person at such location as the Chairman shall designate, or by video conference, teleconference, or other means of contemporaneous communication that permits all participants to hear and communicate with

Section 3.3 — Board Committees (a) General. The Board may establish one or more committees from time to time. Sponsor shall have the right to designate a majority of the members of each committee of the Board for so long as Sponsor holds at least thirty percent (30%) of the outstanding Common Stock. (b) Audit Committee. The Board shall establish an Audit Committee consisting of not fewer than three (3) directors. The

Section 3.4 — Board Observer Rights Crestline Mezzanine Partners II LP, in its capacity as the Mezzanine Lender and as a potential future Stockholder upon exercise of the warrants issued under the Warrant Agreement, shall have the right to designate one (1) non-voting observer (the "Board Observer") to attend all meetings of the Board and, at the Board's discretion, meetings of any committee thereof. The Board Observ

Section 3.5 — Protective Provisions / Supermajority Consent Matters (a) Actions Requiring Sponsor and Co-Investor Director Approval. For so long as Sponsor holds at least thirty percent (30%) of the outstanding Common Stock and the Co-Investors collectively hold at least ten percent (10%) of the outstanding Common Stock, the Company shall not, and shall not permit any of its subsidiaries to, take any of the following

Section 3.6 — Expense Reimbursement and D&O Insurance (a) Expense Reimbursement. The Company shall reimburse each director (including the Board Observer) for all reasonable and documented out-of-pocket expenses incurred in connection with attendance at meetings of the Board or any committee thereof, or otherwise in the discharge of such director's duties, including travel, lodging, and meal expenses. (b) D&O Insuranc

Section 3.7 — Management Fee Ardent Capital Partners III LP (or its designee, including Ardent Capital GP III LLC or any Affiliate thereof) shall be entitled to receive from the Company an annual management and monitoring fee (the "Management Fee") in an amount to be agreed upon by Sponsor and the Board, payable in equal quarterly installments in advance, commencing on the Closing Date. The Management Fee shall be su

ARTICLE IV — PREEMPTIVE RIGHTS AND NEW ISSUANCES

Section 4.1 — Preemptive Rights If the Company proposes to issue any new Equity Securities (other than Excluded Issuances as defined in Section 4.3), each Stockholder shall have the right to purchase up to such Stockholder's Pro Rata Share of such new Equity Securities, on the same terms and conditions (including price per security) as such Equity Securities are proposed to be issued. The Company shall deliver a writ

Section 4.2 — Exercise Period (a) Each Stockholder shall have fifteen (15) Business Days from the date of receipt of the Preemptive Rights Notice (the "Exercise Period") to elect to purchase all or any portion of such Stockholder's Pro Rata Share of the proposed issuance by delivering a written election notice to the Company. (b) Over-Allotment. If any Stockholder declines to purchase its full Pro Rata Share, or fail

Section 4.3 — Excluded Issuances The preemptive rights granted in this Article IV shall not apply to the following issuances (collectively, "Excluded Issuances"): (a) issuances of Equity Securities under the Management Equity Incentive Plan, up to the aggregate pool size approved by the Board from time to time; (b) issuances of Common Stock upon the exercise of warrants held by Crestline Mezzanine Partners II LP purs

Section 4.4 — Failure to Exercise If the Stockholders do not fully subscribe for all of the Equity Securities offered pursuant to Section 4.1 and Section 4.2 (including the over-allotment), the Company may issue the remaining unsubscribed Equity Securities to any third party within ninety (90) days following the expiration of the over-allotment period, at a price per security and on terms and conditions no more favor

Section 4.5 — Waiver by Management Stockholders Each Management Stockholder acknowledges and agrees that such Management Stockholder's preemptive rights under this Article IV are conditioned upon such Management Stockholder's continued employment with the Company or any of its subsidiaries. Upon the termination of a Management Stockholder's employment for any reason, such Management Stockholder's preemptive rights un

Section 4.6 — Valuation Disputes In the event of any dispute regarding the Fair Market Value of any Equity Securities for purposes of this Agreement (including for purposes of the preemptive rights under this Article IV and the call and put rights under Article XII), such dispute shall be resolved as follows: (a) Sponsor and the disputing Stockholder(s) shall first attempt to agree upon a single independent appraiser

ARTICLE V — TRANSFER RESTRICTIONS

Section 5.1 — General Restriction on Transfer No Stockholder shall Transfer any Equity Securities except in strict compliance with this Article V and all other applicable provisions of this Agreement. All Transfers of Equity Securities must comply with applicable federal and state securities laws (including the Securities Act and any applicable "blue sky" laws), and with the terms and conditions of the Senior Credit

Section 5.2 — Permitted Transfers Notwithstanding the restrictions set forth in Section 5.1, the following Transfers shall be permitted without compliance with Sections 5.3 or 5.4, subject in each case to compliance with Section 5.6 (Joinder Requirement) and applicable securities laws (each transferee described below, a "Permitted Transferee"): (a) Sponsor. Sponsor may Transfer Equity Securities to any Affiliate of S

Section 5.3 — Lock-Up Period (a) Management Stockholders. No Management Stockholder may Transfer any Equity Securities during the period commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date (the "Management Lock-Up Period"), except (i) Permitted Transfers pursuant to Section 5.2(c), (ii) Transfers effected in connection with a Drag-Along Sale under Article VII, or (iii) Transf

Section 5.4 — Right of First Refusal (ROFR) After the expiration of the applicable Lock-Up Period, if any Stockholder (other than Sponsor) (in such capacity, a "Selling Stockholder") proposes to Transfer any Equity Securities to a bona fide third-party purchaser (other than a Permitted Transfer under Section 5.2), such Selling Stockholder shall comply with the following right of first refusal procedures: (a) ROFR Not

Section 5.5 — Restrictions on Transfer to Competitors No Stockholder shall Transfer any Equity Securities to any Competitor without the prior written consent of Sponsor, which consent may be withheld in Sponsor's sole and absolute discretion. In addition, no Stockholder shall Transfer any Equity Securities to any Person or entity that (a) is the subject of sanctions administered by the Office of Foreign Assets Contro

Section 5.6 — Joinder Requirement No Transfer of Equity Securities (other than a Transfer effected in connection with a Sale of the Company in which the transferee acquires all outstanding Equity Securities) shall be effective unless and until the proposed transferee has executed and delivered to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A, pursuant to which such transferee

Section 5.7 — Legend All certificates or book-entry notations evidencing Equity Securities shall bear the following restrictive legend (or substantially equivalent language): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE [OR REFLECTED IN THIS BOOK ENTRY] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWI

Section 6.1 — Tag-Along Trigger If Sponsor proposes to Transfer (in one transaction or a series of related transactions) Equity Securities representing more than twenty percent (20%) of the aggregate number of shares of Common Stock held by Sponsor as of the Closing Date (a "Tag-Along Sale") to a bona fide third-party purchaser that is not a Permitted Transferee of Sponsor, each other Stockholder (each, a "Tag-Along

Section 6.2 — Tag-Along Notice Prior to consummating any Tag-Along Sale, Sponsor shall deliver written notice (the "Tag-Along Notice") to each Tag-Along Stockholder at least twenty (20) Business Days prior to the anticipated closing date of the proposed Transfer. The Tag-Along Notice shall specify: (a) the identity and background of the proposed third-party purchaser, (b) the aggregate number of shares of Common Stoc

Section 6.3 — Exercise of Tag-Along Rights Each Tag-Along Stockholder shall have the right to elect to include in the Tag-Along Sale up to such Tag-Along Stockholder's Pro Rata Share of the total number of shares of Common Stock proposed to be purchased by the third-party purchaser in the Tag-Along Sale (including shares to be sold by Sponsor and all electing Tag-Along Stockholders). Each Tag-Along Stockholder wishin

Section 6.4 — Cutback If the proposed third-party purchaser is unwilling to purchase all of the shares of Common Stock tendered by Sponsor and the electing Tag-Along Stockholders in the aggregate, then the number of shares to be sold by ea