2.2公司合作。PUBCO应(I)采取一切必要行动，使董事会由第2.1节规定的董事人数组成，并将根据第2.1节指定的董事会提名人选列入PUBCO股东投票的提名名单，(Ii)尽其合理最大努力，使根据第2.1节指定的适用主要持有人和S被提名人当选为董事会成员。包括
促使董事会在Pubco使用的任何委托书中建议Pubco股东投票支持该等人士，以征求其股东在Pubco股东每次会议上的投票。
2.3 NYSE独立性要求。尽管本协议有任何相反规定，如果当时提名的董事或
目前在董事会任职的董事在任何时候没有共同遵守适用法律或证券交易所规则关于董事会组成的任何数字独立性要求，则董事会仅出于纠正任何此类不遵守适用法律或证券交易所规则的目的，可以在必要的范围内增加董事会的规模，以容纳
提名的额外独立董事的数量，从而使董事会能够遵守适用的法律或证券交易所规则;前提是，如果此类不合规行为停止，则PubCo应使董事会的规模符合第2.1节中的规定。
2.4信息共享。在反垄断法、竞争法或
任何其他适用法律允许的范围内，PubCo、ABRY实体、Searchlight和赞助商同意并承认，董事（包括ABRY实体、Searchlight和赞助商指定的董事）可以共享有关PubCo及其子公司（PubCo）的机密、非公开信息“机密信息”) with the ABRY Entities, Searchlight or Sponsor, as applicable, and their respective Affiliates and
Representatives. Each of the ABRY Entities, Searchlight and Sponsor recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo substantial loss
and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the ABRY Entities, Searchlight and Sponsor covenants and agrees with PubCo that it will not (and will cause its respective
controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes
known to the public through no fault of such party in violation of this Investor Rights Agreement, (b) disclosure is required by applicable Law (including any filing following the Prior Date with the SEC pursuant to applicable securities laws)
or court of competent jurisdiction or requested by a Governmental Entity; provided, that (other than in the case of any required filing following the Prior Date with the SEC or in connection with any Regulatory Inquiry, for which notification shall
expressly not be required) such party promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such
information was available or becomes available to such party hereto before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or any of its Subsidiaries or (d) such
information was independently developed by such party hereto or its Representatives without the use of, or reference to, the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit the ABRY
Entities, Searchlight and/or Sponsor from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member, shareholder or other equity holder of such Party, provided, that such Person shall be bound by an
obligation of confidentiality with respect to such Confidential Information and such party shall be responsible for any breach of this Section 2.4 by any such Person or (y) if such disclosure is made pursuant to any
examinations, audits, investigations, regulatory sweeps or other regulatory inquiries by regulatory agencies, self- regulatory organizations, governmental agencies or examiners thereof (each a “监管问询”
对该方的监管调查具有管辖权，
12
