Common use of Other Business Opportunities Clause in Contracts

Other Business Opportunities. 6.4.1 The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo or any of its Subsidiaries or deemed to be competing with CayCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with CayCo or any of its Subsidiaries; and (iii) in the event that the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoing, respectively) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. 6.4.2 Each of the parties hereby, to the fullest extent permitted by applicable Law: (a) confirms that none of the Sponsor nor any of its affiliates have any duty to CayCo or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Agreement; (b) acknowledges and agrees that (a) in the event of any conflict of interest between CayCo or any of its Subsidiaries, on the one hand, and any of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such), on the other hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest, and (b) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo or its Subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.4. 6.4.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 shall not apply to any alleged claim or cause of action against any of the Sponsor, based upon the breach or non-performance by such Person of this Agreement or any other agreement to which such Person is a party. 6.4.4 The provisions of this Section 6.4, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted by applicable Law.

Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPartner Director or Sponsor Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. 6.4.2 (b) Each of the parties Parties hereby, to the fullest extent permitted by applicable Law: (ai) confirms that none of the Institutional Partners, the Sponsor nor or the Financial Services Representatives or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Sponsor Institutional Partners, the Sponsor, the Financial Services Representatives or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Partner Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Sponsor Institutional Partners, the Sponsor, the Financial Services Representatives or such applicable affiliates Affiliates (or any director nominee of the foregoing Partner Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Sponsor Institutional Partners, the Sponsor, the Financial Services Representatives or any of its affiliates their respective Affiliates or any director nominee of the foregoing Partner Director or Sponsor Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Sponsor Institutional Partners, the Sponsor, the Financial Services Representatives and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.12(b)(i) or Section 5.12(b)(ii). 6.4.3 (c) Each of the parties Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.12 shall not apply to any alleged claim or cause of action against any of the SponsorInstitutional Partners, the Sponsor or the Financial Services Representatives based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.12, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates Institutional Partners, the Sponsor, the Financial Services Representatives or any director nominee of the foregoing their respective Affiliates or any Partner Director or Sponsor Director otherwise existing at law Law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Sponsor Institutional Partners, the Sponsor, the Original Financial Services Representatives or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Partner Director or Sponsor Director to the fullest extent permitted by applicable Law.

Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) the each of Sponsor and Sellers (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Directors and the director nominees of the foregoing) Sellers Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the each of Sponsor and Sellers (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Directors and the director nominees of the foregoing) Sellers Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiaries; and (iii) in the event that the Sponsor or Sellers (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), a Sponsor Director or any director nominee of the foregoinga Sellers Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 (b) Each of the parties Parties hereby, to the fullest extent permitted by applicable Lawlaw: (ai) confirms that none of the Sponsor nor or Sellers or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this AgreementInvestor Rights Agreement or any other agreement entered into by such Party; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiaries, on the one hand, and any of the Sponsor or Sellers or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Sponsor Director or Sellers Director acting in his or her capacity as such), on the other hand, the Sponsor or such Sellers or applicable affiliates Affiliates (or any director nominee of the foregoing Sponsor Director or Sellers Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Sponsor or Sellers or any of its affiliates their respective Affiliates or any director nominee of the foregoing Sponsor Director or Sellers Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Sponsor and Sellers and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.12(b)(i) or Section 5.12(b)(ii). 6.4.3 (c) Each of the parties hereto Parties agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.12 shall not apply to any alleged claim or cause of action against any of the Sponsor, Sponsor based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.12, to the extent that they restrict the duties and liabilities of Sponsor or Sellers or any of the Sponsor or its affiliates their respective Affiliates or any director nominee of the foregoing Sponsor Director or Sellers Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Sponsor or Sellers or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Sponsor Director or Sellers Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 6.7.1 The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Pre-Closing Stockholders Searchlight and the Sponsor (including in the case of the ABRY Entities, Searchlight and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Directors, the foregoing) Searchlight Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Pre-Closing Stockholders, Searchlight and the Sponsor (including in the case of the ABRY Entities, Searchlight and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Directors, the foregoing) Searchlight Directors and the Sponsor Designated Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Pre-Closing Stockholders, Searchlight and the Sponsor (including in the case of ABRY Entities, Searchlight and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPre-Closing Holder Director, Searchlight Director or Sponsor Designated Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 6.7.2 Each of the parties Parties hereby, to the fullest extent permitted by applicable Lawlaw: (a) confirms that none of the ABRY Entities, Searchlight or the Sponsor nor or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (b) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Pre-Closing Stockholders, Searchlight, the Sponsor or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Pre-Closing Holder Director, Searchlight Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Pre-Closing Stockholders, Searchlight, the Sponsor or such applicable affiliates their respective Affiliates (or any director nominee of the foregoing Pre-Closing Holder Director, Searchlight Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Pre-Closing Stockholders, Searchlight, the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing Pre-Closing Holder Director, Searchlight Director or Sponsor Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Pre-Closing Stockholders, Searchlight, the Sponsor and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.4subsection 6.7.2(a) or subsection 6.7.2(b). 6.4.3 6.7.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 6.7 shall not apply to any alleged claim or cause of action against any of the SponsorPre-Closing Stockholders, Searchlight or the Sponsor based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 6.7.4 The provisions of this Section 6.4, 6.7 to the extent that they restrict the duties and liabilities of any of the Pre-Closing Stockholders, Searchlight, the Sponsor or its affiliates any of their respective Affiliates or any director nominee of the foregoing Pre-Closing Holder Director, Searchlight Director or Sponsor Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Pre-Closing Stockholders, Searchlight, the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Pre-Closing Holder Director, Searchlight Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Sponsor H&F Stockholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees directors of the foregoing) Company or any of its Subsidiaries appointed by any of the H&F Stockholders has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo the Company or any of its Subsidiaries or deemed to be competing with CayCo the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo the Company or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo Non-H&F Stockholder the right to participate therein; (ii) each of the Sponsor H&F Stockholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees directors of the foregoing) Company appointed by any of the H&F Stockholders may invest in, or provide services to, any Person that directly or indirectly competes with CayCo the Company or any of its Subsidiaries; and (iii) in the event that any of the Sponsor H&F Stockholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingH&F Director Nominee, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCoNon-H&F Stockholder, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo the Company or any of its Subsidiaries or Subsidiaries, any other Holder or holder of share capital of CayCo Non-H&F Stockholder (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo the Company or any of its Subsidiaries or Subsidiaries, any other Holder or holder of share capital of CayCo non-H&F Stockholder (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo the Company or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 Each (b) The Company, each of the parties its Subsidiaries and each non-H&F Stockholder hereby, to the fullest extent permitted by applicable Lawlaw: (ai) confirms that none of the Sponsor nor no H&F Stockholder or any of its affiliates Affiliates have any duty to CayCo the Company or any of its Subsidiaries or to any other Holder Non-H&F Stockholder other than the specific covenants and agreements set forth in this Agreement; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo the Company or any of its Subsidiaries, on the one hand, and any of the Sponsor H&F Stockholder or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such)Affiliates, on the other hand, the Sponsor or such applicable affiliates H&F Stockholder (or any director nominee of the foregoing Company appointed by any H&F Stockholder acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Sponsor H&F Stockholders or any of its affiliates their respective Affiliates or any director nominee of the foregoing H&F Director Nominee acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo the Company or its Subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Sponsor and H&F Stockholders, any of its affiliatesH&F Director Nominee, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.14(b)(i) or Section 5.14(b)(ii). 6.4.3 (c) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.14 shall not apply to any alleged claim or cause of action against any of the Sponsor, H&F Stockholder based upon the breach or non-performance nonperformance by such Person H&F Stockholder of this Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.14, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates H&F Stockholders or any director nominee of the foregoing H&F Director Nominee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor H&F Stockholders or any of its affiliates or any director nominee of the foregoing such H&F Director Nominee to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law, and for the avoidance of doubt: (i) the Sponsor (including (a) its affiliatesAffiliates, (b) any portfolio company in which it or any of its affiliates Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing)) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo the Company or any of its Subsidiaries or deemed to be competing with CayCo the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person; provided, that such employee, officer, director or shareholder of any other Person in his, her or its capacity as such, is in compliance with the confidentiality, non-competition, non-solicitation, non-interference and similar obligations, if and to the extent applicable, with no obligation to offer to CayCo the Company or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the Company the right to participate therein; (ii) the Sponsor (including (a) its affiliatesAffiliates, (b) any portfolio company in which it or any of its affiliates Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing)) may invest in, or provide services to, any Person that directly or indirectly competes with CayCo the Company or any of its Subsidiaries; and (iii) in the event that the Sponsor (including (a) its affiliatesAffiliates, (b) any portfolio company in which it or any of its affiliates Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoing, respectively)) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCothe Company, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCo the Company (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCo the Company (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo the Company or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. 6.4.2 Each of the parties hereby, to the fullest extent permitted by applicable Law: (a) confirms that none of the Sponsor nor any of its affiliates have any duty to CayCo or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Agreement; (b) acknowledges and agrees that (a) in the event of any conflict of interest between CayCo or any of its Subsidiaries, on the one hand, and any of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such), on the other hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest, and (b) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo or its Subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.4. 6.4.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 shall not apply to any alleged claim or cause of action against any of the Sponsor, based upon the breach or non-performance by such Person of this Agreement or any other agreement to which such Person is a party. 6.4.4 The provisions of this Section 6.4, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted by applicable Law.

Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of Sponsor and the Sponsor DV Shareholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Directors and the director nominees of the foregoing) DV Shareholders Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of Sponsor and the Sponsor DV Shareholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Directors and the director nominees of the foregoing) DV Shareholders Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiaries; and (iii) in the event that Sponsor or the Sponsor DV Shareholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), a Sponsor Director or any director nominee of the foregoinga DV Shareholders Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 (b) Each of the parties Parties hereby, to the fullest extent permitted by applicable Lawlaw: (ai) confirms that none of Sponsor or the Sponsor nor DV Shareholders or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this AgreementInvestor Rights Agreement or any other agreement entered into by such Party; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiaries, on the one hand, and any of Sponsor or the Sponsor DV Shareholders or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Sponsor Director or DV Shareholders Director acting in his or her capacity as such), on the other hand, the Sponsor or such the DV Shareholders or applicable affiliates Affiliates (or any director nominee of the foregoing Sponsor Director or DV Shareholders Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of Sponsor or the Sponsor DV Shareholders or any of its affiliates their respective Affiliates or any director nominee of the foregoing Sponsor Director or DV Shareholders Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of Sponsor and the Sponsor DV Shareholders and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.12(b)(i) or Section 5.12(b)(ii). 6.4.3 (c) Each of the parties hereto Parties agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.12 shall not apply to any alleged claim or cause of action against any of the Sponsor, Sponsor based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.12, to the extent that they restrict the duties and liabilities of Sponsor or the DV Shareholders or any of the Sponsor or its affiliates their respective Affiliates or any director nominee of the foregoing Sponsor Director or DV Shareholders Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of Sponsor or the Sponsor DV Shareholders or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Sponsor Director or DV Shareholders Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) the Sponsor Each of Sponsor, IWM and Highlander (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Director and the director nominees of the foregoing) IWM Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor each of Sponsor, IWM and Highlander (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Director and the director nominees of the foregoing) IWM Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that the Sponsor Sponsor, IWM or Highlander (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), Sponsor Director or any director nominee of the foregoingIWM Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 (b) Each of the parties Parties hereby, to the fullest extent permitted by applicable Lawlaw: (ai) confirms that none of the Sponsor nor Sponsor, IWM or Highlander or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this AgreementInvestor Rights Agreement or any other agreement entered into by such Party; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Sponsor Sponsor, IWM or Highlander or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Sponsor Director or IWM Director acting in his or her capacity as such), on the other hand, the Sponsor Sponsor, IWM or such Highlander or applicable affiliates Affiliates (or any director nominee of the foregoing Sponsor Director or IWM Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Sponsor Sponsor, IWM or Highlander or any of its affiliates their respective Affiliates or any director nominee of the foregoing Sponsor Director or IWM Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Sponsor Sponsor, IWM and Highlander and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.12(b)(i) or Section 5.12(b)(ii). 6.4.3 (c) Each of the parties hereto Parties agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.12 shall not apply to any alleged claim or cause of action against any of the Sponsor, Sponsor based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.12, to the extent that they restrict the duties and liabilities of Sponsor, IWM or Highlander or any of the Sponsor or its affiliates their respective Affiliates or any director nominee of the foregoing Sponsor Director or IWM Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Sponsor Sponsor, IWM or Highlander or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Sponsor Director or IWM Director to the fullest extent permitted by applicable Lawlaw. (e) Notwithstanding anything to the contrary contained in this Section 5.12, in the event of any conflict with respect to Highlander between this Section 5.12 and the Services Agreement (as defined in the Business Combination Agreement), the Services Agreement shall control.

Other Business Opportunities. 6.4.1 6.2.1 The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) the Sponsor (including (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) has foregoing have the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Personperson, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder Investor or holder of share capital shares of CayCo PubCo the right to participate therein; (ii) the Sponsor (including (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) foregoing may invest in, or provide services to, any Person person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that the Sponsor (including (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoing, respectively) , acquires knowledge of a potential transaction or matter (unless, with respect to any such director nominee, such transaction or matter is expressly presented to such director nominee in writing and solely in such person’s capacity as a director of PubCo) that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital shares of CayCoPubCo, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital shares of CayCo PubCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Personperson, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital shares of CayCo PubCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph Section 6.2.1 is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph Section 6.2.1 shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 6.2.2 Each of the parties hereby, to the fullest extent permitted by applicable Law: (a) confirms that none of the Sponsor nor any of its affiliates have any duty to CayCo or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Agreement; (b) acknowledges and agrees that (a) in the event of any conflict of interest between CayCo or any of its Subsidiaries, on the one hand, and any of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such), on the other hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest, and (b) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo or its Subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.4. 6.4.3 Each of the parties hereto Parties agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 6.2 shall not apply to any alleged claim or cause of action against any of the Sponsor, Sponsor based upon the breach or non-performance nonperformance by such Person person of this Agreement or any other agreement to which such Person person is a party. 6.4.4 6.2.3 The provisions of this Section 6.46.2, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates Affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Sponsor or any of its affiliates Affiliates or any director nominee of the foregoing to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 6.8.1 The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Pre-Closing Stockholders and the Sponsor (including in the case of the ABRY Entities and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Pre-Closing Stockholders and the Sponsor (including in the case of the ABRY Entities and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Designated Directors and the foregoing) Sponsor Designated Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Pre-Closing Stockholders and the Sponsor (including in the case of ABRY Entities and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPre-Closing Holder Designated Director or Sponsor Designated Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 6.8.2 Each of the parties Parties hereby, to the fullest extent permitted by applicable Lawlaw: (a) confirms that none of the Pre-Closing Stockholders or the Sponsor nor or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (b) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Pre-Closing Stockholders, the Sponsor or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Pre-Closing Stockholders, the Sponsor or such applicable affiliates Affiliates (or any director nominee of the foregoing Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Pre-Closing Stockholders, the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Pre-Closing Stockholders, the Sponsor and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.46.8.2(a) or Section 6.8.2(b). 6.4.3 6.8.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 6.8 shall not apply to any alleged claim or cause of action against any of the Sponsor, Pre-Closing Stockholders or the Sponsor based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 6.8.4 The provisions of this Section 6.46.8, to the extent that they restrict the duties and liabilities of any of the Pre-Closing Stockholders, the Sponsor or its affiliates any of their respective Affiliates or any director nominee of the foregoing Pre-Closing Holder Director or Sponsor Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Pre-Closing Stockholders, the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Pre-Closing Holder Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Partners, the Sponsor and the Original Underwriter Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Original Underwriter Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Original Underwriter Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPartner Director or Sponsor Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. 6.4.2 (b) Each of the parties Parties hereby, to the fullest extent permitted by applicable Law: (ai) confirms that none of the Institutional Partners, the Sponsor nor or the Original Underwriter Representatives or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Sponsor Institutional Partners, the Sponsor, the Original Underwriter Representatives or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Partner Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Sponsor Institutional Partners, the Sponsor, the Original Underwriter Representatives or such applicable affiliates Affiliates (or any director nominee of the foregoing Partner Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Sponsor Institutional Partners, the Sponsor, the Original Underwriter Representatives or any of its affiliates their respective Affiliates or any director nominee of the foregoing Partner Director or Sponsor Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Sponsor Institutional Partners, the Sponsor, the Original Underwriter Representatives and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.12(b)(i) or Section 5.12(b)(ii). 6.4.3 (c) Each of the parties Parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.12 shall not apply to any alleged claim or cause of action against any of the SponsorInstitutional Partners, the Sponsor or the Original Underwriter Representatives based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.12, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates Institutional Partners, the Sponsor, the Original Underwriter Representatives or any director nominee of the foregoing their respective Affiliates or any Partner Director or Sponsor Director otherwise existing at law Law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Sponsor Institutional Partners, the Sponsor, the Original Underwriter Representatives or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Partner Director or Sponsor Director to the fullest extent permitted by applicable Law.

Other Business Opportunities. 6.4.1 6.3.1 The parties expressly acknowledge and agree Company hereby confirms that no Sponsor Director shall have any duty or obligation to the fullest extent permitted by Company and its Subsidiaries, other than such mandatory duties and obligations set forth under applicable Law: (i) the Sponsor Laws (including (a) its affiliates, (b) any portfolio company with respect of having no limitations upon his or her ability to exploit business opportunities that he or she receives not resulting from his or her position in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investorsthe Company) and has no obligations other than such mandatory duties and obligations set forth under applicable Laws to share with the director nominees of the foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo Company or any of its Subsidiaries information that came to his or deemed to be competing with CayCo her possession not resulting from his or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with CayCo or any of its Subsidiaries; and (iii) position in the event that the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoing, respectively) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by LawCompany. 6.4.2 6.3.2 Each of the parties hereby, to the fullest extent permitted by applicable Law (but subject to the mandatory obligations and duties set forth in applicable Law:): (a) confirms that none of the Sponsor nor any of its affiliates have any duty to CayCo the Company or any of its Subsidiaries or to any other Holder Investor other than the specific covenants and agreements set forth in this Agreement; (b) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo the Company or any of its Subsidiaries, on the one hand, and any of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such)affiliates, on the other hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observeraffiliates, shall be obligated (1) to reveal to CayCo the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo the Company or its Subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.4. 6.4.3 6.3.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 ‎6.1 shall not apply to any alleged claim or cause of action against any of the Sponsor, a Sponsor Director based upon the breach or non-performance nonperformance by such Person person of this Agreement or any other agreement to which such Person person is a party. 6.4.4 The provisions of this Section 6.4, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted by applicable Law.

Other Business Opportunities. 6.4.1 The parties expressly acknowledge (a) No business opportunities other than those actually exploited by the Company shall be deemed the property of the Company, and agree any member of any of the Company’s Subsidiaries or Affiliates may engage in or possess an interest in any other business venture, independently or with others, of any nature or description; and no other Person shall have any rights by virtue hereof in and to such other business ventures, or to the income or profits derived therefrom. (b) Except as otherwise provided in this Section 11.5 or except as provided in that certain Side Letter Agreement, by and among the Company and certain Members, dated as of the date hereof (as the same may be amended, modified, or supplemented from time to time, the “Side Letter”)3, a Member may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities which compete with the Company, and no Member shall have any duty or obligation to bring any business opportunity to the Company. (c) To the fullest extent permitted by applicable Law: Law and notwithstanding any other provision of this Agreement or of any agreement contemplated herein, except as provided in the Side Letter or as the Members may otherwise agree in writing after the date hereof, the Members, and any of their Permitted Transferees, will (i) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwiseA) not to, to directly or indirectly engage in and possess interests in other any business ventures of every type and description(including, including those engaged in the same or similar without limitation, any business activities or lines of business that are the same as CayCo or similar to those pursued by, or competitive with, the Company and its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business, (B) to directly or indirectly do business with any client or customer of the Company, its Subsidiaries and its Affiliates, (C) to take any other action that any such Member believes in good faith is necessary or appropriate to fulfill their obligations, and (D) not to present potential transactions, matters or business opportunities to the Company, its Subsidiaries or any of its Subsidiaries Affiliates, and to pursue, directly or deemed indirectly, any such opportunity for itself, and to be competing with CayCo or direct any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other such opportunity to another Person, with no obligation to offer to CayCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; and (ii) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with CayCo or any of its Subsidiaries; and (iii) in the event that the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoing, respectively) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such any corporate opportunity opportunities to CayCo the Company, its Subsidiaries or any of its Affiliates, and the Company, on its own behalf and on behalf of its Subsidiaries or and Affiliates, hereby renounces and waives any other Holder or holder of share capital of CayCo, as right to require the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo Members or any of its Subsidiaries or any other Holder or holder their respective Permitted Transferees to act in a manner inconsistent with the provisions of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by LawSection 11.5. 6.4.2 Each of the parties hereby, to the fullest extent permitted by applicable Law: (ad) confirms that none of the Sponsor nor any of its affiliates have any duty to CayCo or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Agreement; (b) acknowledges and agrees that (a) in the event of any conflict of interest between CayCo or any of its Subsidiaries, on the one hand, and any of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such), on the other hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest, and (b) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo or its Subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.4. 6.4.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 shall not apply to any alleged claim or cause of action against any of the Sponsor, based upon the breach or non-performance by such Person of this Agreement or any other agreement to which such Person is a party. 6.4.4 The provisions of this Section 6.411.5 shall be subject to, to and not in any way affect the extent that they restrict the duties and liabilities of enforceability of, any of the Sponsor or its affiliates separate agreement by a director or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted by applicable Law.Affiliate thereof restricting

Other Business Opportunities. 6.4.1 6.8.1 The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Pre-Closing Stockholders and the Sponsor (including in the case of Abry and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Pre-Closing Stockholders and the Sponsor (including in the case of Abry and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Designated Directors and the foregoing) Sponsor Designated Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Pre-Closing Stockholders and the Sponsor (including in the case of Abry and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPre-Closing Holder Designated Director or Sponsor Designated Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 6.8.2 Each of the parties Parties hereby, to the fullest extent permitted by applicable Lawlaw: (a) confirms that none of the Pre-Closing Stockholders or the Sponsor nor or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (b) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Pre-Closing Stockholders, the Sponsor or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Pre-Closing Stockholders, the Sponsor or such applicable affiliates Affiliates (or any director nominee of the foregoing Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Pre-Closing Stockholders, the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing Pre-Closing Holder Director or Sponsor Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Pre-Closing Stockholders, the Sponsor and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.46.8.2(a) or Section 6.8.2(b). 6.4.3 6.8.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 6.8 shall not apply to any alleged claim or cause of action against any of the Sponsor, Pre-Closing Stockholders or the Sponsor based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 6.8.4 The provisions of this Section 6.46.8, to the extent that they restrict the duties and liabilities of any of the Pre-Closing Stockholders, the Sponsor or its affiliates any of their respective Affiliates or any director nominee of the foregoing Pre-Closing Holder Director or Sponsor Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Pre-Closing Stockholders, the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Pre-Closing Holder Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Sponsor Arsenal Stockholders (in each case, including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective affiliated investment funds or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), or ) and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) each Arsenal Director Nominee has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo the Company or any of its Subsidiaries or deemed to be competing with CayCo the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo the Company or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo Subsidiaries the right to participate therein; (ii) each of the Sponsor Arsenal Stockholders (in each case, including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective affiliated investment funds or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) each Arsenal Director Nominee may invest in, or provide services to, any Person that directly or indirectly competes with CayCo the Company or any of its Subsidiaries; and (iii) in the event that any of the Sponsor Arsenal Stockholders (in each case, including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective affiliated investment funds or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoing, respectively) Arsenal Director Nominee acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCoSubsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates)Subsidiaries. For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo the Company or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 Each (b) The Company and each of the parties its Subsidiaries hereby, to the fullest extent permitted by applicable Lawlaw: (ai) confirms that none of the Sponsor no Arsenal Stockholder nor any of its affiliates have Affiliates has any duty to CayCo the Company or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Agreement; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo the Company or any of its Subsidiaries, on the one hand, and any of the Sponsor Arsenal Stockholder or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such)Affiliates, on the other hand, the Sponsor or such applicable affiliates (Arsenal Stockholder or any director nominee of the foregoing acting in his or her capacity as a directorits Affiliates (and any Arsenal Director Nominee) may act in its best interest, interest and (bB) none of the Sponsor Arsenal Stockholders nor any of their respective Affiliates (or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observerArsenal Director Nominee), shall be obligated (1) to reveal to CayCo the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder Stockholder or director, as the case may be, that prefers the interest of CayCo the Company or its Subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Sponsor and Arsenal Stockholders, any of its affiliates, Arsenal Director Nominee and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.43.10(b)(i) or Section 3.10(b)(ii). 6.4.3 (c) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 3.10 shall not apply to any alleged claim or cause of action against any of the Sponsor, Arsenal Stockholder based upon the breach or non-performance nonperformance by such Person Arsenal Stockholder of this Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.43.10, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates Arsenal Stockholders or any director nominee of the foregoing Arsenal Director Nominee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor Arsenal Stockholders or any of its affiliates or any director nominee of the foregoing such Arsenal Director Nominee to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners and the Sponsor (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), or ) and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Institutional Partners and the Sponsor (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Institutional Partners or the Sponsor (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPartner Director or Sponsor Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 (b) Each of the parties Parties hereby, to the fullest extent permitted by applicable Lawlaw: (ai) confirms that none of the Institutional Partners or the Sponsor nor or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Institutional Partners, the Sponsor or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Partner Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Institutional Partners or Sponsor or such applicable affiliates Affiliates (or any director nominee of the foregoing Partner Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Partner or the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing Partner Director or Sponsor Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Institutional Partners or the Sponsor and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.12(b)(i) or Section 5.12(b)(ii). 6.4.3 (c) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.12 shall not apply to any alleged claim or cause of action against any of the Sponsor, Institutional Partners or the Sponsor based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.12, to the extent that they restrict the duties and liabilities of any of the Institutional Partners, the Sponsor or its affiliates any of their respective Affiliates or any director nominee of the foregoing Partner Director or Sponsor Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Institutional Partners, the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Partner Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 5.3.1 The parties expressly acknowledge and agree Company hereby confirms that no Sponsor Director shall have any duty or obligation to the fullest extent permitted by Company and its Subsidiaries, other than such mandatory duties and obligations set forth under applicable Law: (i) the Sponsor Laws (including (a) its affiliates, (b) any portfolio company with respect of having no limitations upon his or her ability to exploit business opportunities that he or she receives not resulting from his or her position in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investorsthe Company) and has no obligations other than such mandatory duties and obligations set forth under applicable Laws to share with the director nominees of the foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo Company or any of its Subsidiaries information that came to his or deemed to be competing with CayCo her possession not resulting from his or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with CayCo or any of its Subsidiaries; and (iii) position in the event that the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoing, respectively) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by LawCompany. 6.4.2 5.3.2 Each of the parties hereby, to the fullest extent permitted by applicable Law (but subject to the mandatory obligations and duties set forth in applicable Law:): (a) confirms that none of the Sponsor nor any of its affiliates have any duty to CayCo the Company or any of its Subsidiaries or to any other Holder Investor other than the specific covenants and agreements set forth in this Agreement; (b) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo the Company or any of its Subsidiaries, on the one hand, and any of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such)affiliates, on the other hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observeraffiliates, shall be obligated (1) to reveal to CayCo the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Person person or any of its affiliates, affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo the Company or its Subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.4person. 6.4.3 5.3.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 ‎5.14 shall not apply to any alleged claim or cause of action against any of the Sponsor, a Sponsor Director based upon the breach or non-performance nonperformance by such Person person of this Agreement or any other agreement to which such Person person is a party. 6.4.4 The provisions of this Section 6.4, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted by applicable Law.

Other Business Opportunities. 6.4.1 (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Sponsor Sponsor, the SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Red Crow Investors (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) foregoing has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo the Company or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo the Company or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo the Company or any of its Subsidiariessubsidiaries, or any other Holder Investor or holder of share capital stock of CayCo the Company the right to participate therein; (ii) each of the Sponsor Sponsor, the SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Red Crow Investors (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) foregoing may invest in, or provide services to, any Person that directly or indirectly competes with CayCo the Company or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Sponsor Sponsor, the SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Red Crow Investors (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoing, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo the Company or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital stock of CayCothe Company, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, and shall not be liable to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital stock of CayCo the Company (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital stock of CayCo the Company (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties acknowledge that that, subject to Section 3.8(c), this paragraph Section 3.8(a) is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo the Company or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth hereinopportunities expressly disclaimed by this Section 3.8(a), and this paragraph Section 3.8(a) shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 Each of the parties hereby, to the fullest extent permitted by applicable Law: (a) confirms that none of the Sponsor nor any of its affiliates have any duty to CayCo or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Agreement; (b) acknowledges and agrees that (a) in the event of any conflict of interest between CayCo or any of its Subsidiaries, on the one hand, and any of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such), on the other hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest, and (b) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo or its Subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.4. 6.4.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 3.8 shall not apply to any alleged claim or cause of action against any of the Sponsor, the SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Red Crow Investors based upon the breach or non-performance nonperformance by such Person of this Agreement or any other agreement to which such Person is a party. 6.4.4 The provisions of (c) Notwithstanding anything to the contrary in this Section 6.43.8, this Section 3.8 shall not apply to any potential transaction or matter that may be a corporate or other business opportunity for the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such other duties and liabilities of the Sponsor Company or any of its affiliates subsidiaries presented in writing to any Sponsor Independent Nominee, SoftBank Nominee, SoftBank Independent Nominee, Silver Lake Nominee, QIA Nominee, Red Crow Nominee or Red Crow Independent Nominee expressly in each such Person’s capacity as a director or employee of the Company or any director nominee of the foregoing to the fullest extent permitted by applicable Lawits subsidiaries (and not in any other capacity).

Other Business Opportunities. 6.4.1 The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo or any of its Subsidiaries or deemed to be competing with CayCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with CayCo or any of its Subsidiaries; and (iii) in the event that the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoing, respectively) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. 6.4.2 Each of the parties hereby, to the fullest extent permitted by applicable Law: (a) confirms that none of the Sponsor nor any of its affiliates have any duty to CayCo or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Agreement; (b) acknowledges and agrees that (a) in the event of any conflict of interest between CayCo or any of its Subsidiaries, on the one hand, and any of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such), on the other hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest, and (b) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo or its Subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.4. 6.4.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 shall not apply to any alleged claim or cause of action against any of the Sponsor, based upon the breach or non-performance by such Person of this Agreement or any other agreement to which such Person is a party. 6.4.4 The provisions of this Section 6.4, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted by applicable Law.

Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder and PIF (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Seller Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder and PIF (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Seller Directors and the foregoing) Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder or PIF (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingSeller Director or Sponsor Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 (b) Each of the parties Parties hereby, to the fullest extent permitted by applicable Lawlaw: (ai) confirms that none of the Sponsor nor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder or PIF or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder or PIF or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Seller Director or Sponsor Director acting in his or her capacity as such), on the other hand, the Sponsor or such applicable affiliates H&F Holder, GIC Holder, LGP Holder, PIH Rollover Holder, the Sponsor, the Founder Holder, PIF or applicable Affiliates (or any director nominee of the foregoing Seller Director or Sponsor Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder or PIF or any of its affiliates their respective Affiliates or any director nominee of the foregoing Seller Director, Sponsor Director or PIF Board Observer acting in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder and PIF and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.12(b)(i) or Section 5.12(b)(ii). 6.4.3 (c) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.12 shall not apply to any alleged claim or cause of action against any of the H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder or PIF based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.12, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder, PIF or any director nominee of the foregoing their respective Affiliates or any Seller Director or Sponsor Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder, PIF or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Seller Director or Sponsor Director to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) the Sponsor Each of Sponsor, IWM, Highlander and Binance (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Director, the IWM Directors and the director nominees of the foregoing) Binance Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor each of Sponsor, IWM, Highlander and Binance (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Director, the IWM Directors and the director nominees of the foregoing) Binance Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that the Sponsor Sponsor, IWM, Highlander or Binance (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), Sponsor Director, IWM Director or any director nominee of the foregoingBinance Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 (b) Each of the parties Parties hereby, to the fullest extent permitted by applicable Lawlaw: (ai) confirms that none of the Sponsor nor Sponsor, IWM, Highlander or Binance or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this AgreementInvestor Rights Agreement or any other agreement entered into by such Party; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Sponsor Sponsor, IWM, Highlander or Binance or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Sponsor Director, IWM Director or Binance Director acting in his or her capacity as such), on the other hand, the Sponsor Sponsor, IWM, Highlander or such Binance or applicable affiliates Affiliates (or any director nominee of the foregoing Sponsor Director, IWM Director or Binance Director acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Sponsor Sponsor, IWM, Highlander or Binance or any of its affiliates their respective Affiliates or any director nominee of the foregoing Sponsor Director, IWM Director or Binance Director acting in his or her capacity as a director or observerdirector, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Sponsor Sponsor, IWM, Highlander and Binance and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.12(b)(i) or Section 5.12(b)(ii). 6.4.3 (c) Each of the parties hereto Parties agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.12 shall not apply to any alleged claim or cause of action against any of the Sponsor, Sponsor based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.12, to the extent that they restrict the duties and liabilities of Sponsor, IWM, Highlander or Binance or any of the Sponsor or its affiliates their respective Affiliates or any director nominee of the foregoing Sponsor Director, IWM Director or Binance Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Sponsor Sponsor, IWM, Highlander or Binance or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Sponsor Director, IWM Director or Binance Director to the fullest extent permitted by applicable Lawlaw. (e) Notwithstanding anything to the contrary contained in this Section 5.12, in the event of any conflict with respect to Highlander between this Section 5.12 and the Services Agreement (as defined in the Business Combination Agreement), the Services Agreement shall control.

Other Business Opportunities. 6.4.1 The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) the Sponsor (including (aA) its affiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) has foregoing have the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo the Company or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo the Company or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Personperson, with no obligation to offer to CayCo the Company or any of its Subsidiariessubsidiaries, or any other Holder Investor or holder of share capital stock of CayCo the Company the right to participate therein; (ii) the Sponsor (including (aA) its affiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) foregoing may invest in, or provide services to, any Person person that directly or indirectly competes with CayCo the Company or any of its Subsidiariessubsidiaries; and (iii) in the event that the Sponsor (including (aA) its affiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoing, respectively) , acquires knowledge of a potential transaction or matter (unless, with respect to any such director nominee, such transaction or matter is expressly presented to such director nominee in writing and solely in such person’s capacity as a director of the Company) that may be a corporate or other business opportunity for CayCo the Company or any of its Subsidiariessubsidiaries, such Person person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital stock of CayCothe Company, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital stock of CayCo the Company (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Personperson, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person person or does not present such opportunity to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital stock of CayCo the Company (or its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo the Company or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 Each of the parties hereby, to the fullest extent permitted by applicable Law: (a) confirms that none of the Sponsor nor any of its affiliates have any duty to CayCo or any of its Subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Agreement; (b) acknowledges and agrees that (a) in the event of any conflict of interest between CayCo or any of its Subsidiaries, on the one hand, and any of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such), on the other hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) may act in its best interest, and (b) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo or its Subsidiaries over the interest of such Person; and (c) waives any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.4. 6.4.3 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 shall not apply to any alleged claim or cause of action against any of the Sponsor, Sponsor based upon the breach or non-performance nonperformance by such Person person of this Agreement or any other agreement to which such Person person is a party. 6.4.4 6.4.3 The provisions of this Section 6.4, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted by applicable Lawlaw.

Other Business Opportunities. 6.4.1 6.5.1 The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of each Designating Investor and its affiliates or investment fund affiliates and its Designated Director have made a debt or equity investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo the Company or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo the Company or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder equityholder or debtholder of any other Person, with no obligation to offer to CayCo the Company or any of its Subsidiariessubsidiaries, or any other Holder Company Investor or any other holder of share capital equity securities of CayCo the Company, the right to participate therein; (ii) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of each Designating Investor and its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) its Designated Director may invest in, or provide services to, any Person that directly or indirectly competes with CayCo the Company or any of its Subsidiariessubsidiaries; and (iii) in the event that the Sponsor (including (a) its affiliates, (b) any portfolio company in which it Designating Investor or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoingits Designated Director, respectively) , acquires knowledge of a potential transaction or matter (unless, with respect to such Designated Director, such transaction or matter is expressly presented to such Designated Director in writing and solely in such Designated Director’s capacity as a director of the Company) that may be a corporate or other business opportunity for CayCo the Company or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Company Investor or any other holder of share capital equity securities of CayCothe Company, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Company Investor or any other holder of share capital equity securities of CayCo the Company (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Company Investor or any other holder of share capital equity securities of CayCo the Company (or its respective affiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph Section 6.5.1 is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo the Company or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph Section 6.5.1 shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law. 6.4.2 6.5.2 Each of the parties Parties hereby, to the fullest extent permitted by applicable Law: (a) confirms that none of the Sponsor neither a Designating Investor nor any of its affiliates have any fiduciary or similar duty to CayCo the Company or any of its Subsidiaries subsidiaries or to any other Holder Company Investor or other than equityholder of the specific covenants and agreements set forth in this AgreementCompany; (b) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo the Company or any of its Subsidiariessubsidiaries, on the one hand, and any of the Sponsor such Designating Investor or any of its affiliates (or any director nominee of the foregoing its Designated Director acting in his or her capacity as such), on the other hand, the Sponsor such Designating Investor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director) affiliate may act in its best interest, interest and (bB) none of the Sponsor or neither such Designating Investor nor any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as a director or observer, its Designated Director) shall be obligated (1) to reveal to CayCo the Company or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business or affairs of such Person the Designating Investor or any of its affiliates, affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder equityholder of the Company or director, as the case may be, any of its subsidiaries that prefers the interest of CayCo the Company or any of its Subsidiaries subsidiaries over the interest of such Personthe Designating Investor or any of its affiliates; and (c) waives any claim or cause of action against any of the Sponsor each Designating Investor and any of its affiliates, and any director, officer, employee, agent or affiliate of any such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this Section 6.46.5. 6.4.3 6.5.3 Each of the parties hereto Parties agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 6.5 shall not apply to any alleged claim or cause of action against any Designating Investor or any of the Sponsor, its affiliates based upon the breach or non-performance nonperformance by such Person of this Agreement or any other agreement to which such Person is a party. 6.4.4 6.5.4 The provisions of this Section 6.46.5, to the extent that they restrict the duties and liabilities of any Designating Investor or any of the Sponsor or its affiliates or any director nominee of the foregoing its Designated Director otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Sponsor such Designating Investor or any of its affiliates or any director nominee of the foregoing its Designated Director to the fullest extent permitted by applicable Law.

Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Holders, the Sponsor and Blade Holders who are not a Management Holder (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) Sponsor Designees has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor Sponsor, the Blade Holders who are not Management Holders, and each of the Institutional Holders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) Sponsor Designees may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Institutional Holders, the Blade Holders who are not Management Holders or the Sponsor (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingSponsor Designee, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw. 6.4.2 (b) Each of the parties Parties hereby, to the fullest extent permitted by applicable Law: (ai) confirms that none of the Institutional Holders, the Blade Holders who are not Management Holders or the Sponsor nor or any of its affiliates their respective Affiliates have any duty to CayCo PubCo or any of its Subsidiaries subsidiaries or to any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement; (bii) acknowledges and agrees that (aA) in the event of any conflict of interest between CayCo PubCo or any of its Subsidiariessubsidiaries, on the one hand, and any of the Institutional Holders, the Blade Holders who are not Management Holders, the Sponsor or any of its affiliates their respective Affiliates (or any director nominee of the foregoing Sponsor Designee acting in his or her capacity as such), on the other hand, such applicable Institutional Holder, the Blade Holder who is not a Management Holder, the Sponsor or such applicable affiliates Affiliates (or any director nominee of the foregoing Sponsor Designee acting in his or her capacity as a director) may act in its best interest, interest and (bB) none of the Institutional Holders, the Blade Holders who are not Management Holders, the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing Sponsor Designee acting in his or her capacity as a director Director or observerobserver of the Board, shall be obligated (1) to reveal to CayCo PubCo or any of its Subsidiaries subsidiaries confidential information belonging to or relating to the business of such Person or any of its affiliates, Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder stockholder or director, as the case may be, that prefers the interest of CayCo PubCo or its Subsidiaries subsidiaries over the interest of such Person; and (ciii) waives any claim or cause of action against any of the Institutional Holders, the Blade Holders who are not Management Holders, the Sponsor and any of its affiliatestheir respective Affiliates, and any officer, employee, agent or affiliate Affiliate of any such Person that may from time to time arise in respect of a breach by any such Person person of any duty or obligation disclaimed under this Section 6.45.12(b)(i) or Section 5.12(b)(ii). 6.4.3 (c) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 5.12 shall not apply to any alleged claim or cause of action against any of the SponsorInstitutional Holders, the Blade Holders who are not Management Holders or the Sponsor based upon the breach or non-performance nonperformance by such Person of this Investor Rights Agreement or any other agreement to which such Person is a party. 6.4.4 (d) The provisions of this Section 6.45.12, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates Institutional Holders, the Blade Holders who are not Management Holders, the Sponsor, Blade or any director nominee of the foregoing their respective Affiliates or any Sponsor Designee otherwise existing at law or in equity, are agreed by the parties Parties to replace such other duties and liabilities of the Institutional Holders, the Sponsor or any of its affiliates their respective Affiliates or any director nominee of the foregoing such Sponsor Designee to the fullest extent permitted by applicable Law.