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The foregoing description of the Rights Agreement is qualified in its entirety by reference to
the Rights Agreement and the Omnibus Amendment which are filed as Exhibits B and C, respectively, to this Schedule 13D and incorporated by reference herein.
Note Purchase Agreement
The
Silver Lake Investors are parties to a Note Purchase Agreement dated as of May 4, 2017, as amended by Amendment No. 1 to the Note Purchase Agreement dated as of July 6, 2017 (the Note Purchase Agreement), with the Issuer
and certain other investors of the Issuer.
Pursuant to the Note Purchase Agreement, the Silver Lake Investors have agreed to purchase
from the Issuer, at the Issuers election, one or more Convertible Notes having an aggregate maximum principal amount of $6,231,607.50, in the case of SLK, and $193,392.50, in the case of SLTIK. If and when issued, the Convertible Notes will
have an interest rate of 8.0% per annum and will mature 540 days from the date of issuance. At any time on or after December 1, 2019, at the Issuers election, the Issuer may convert the amounts outstanding under the Convertible Notes
held by the Silver Lake Investors, if any, into shares of Common Stock at a price of $7.00 per share, the offering price per share in the Issuers IPO. The obligations of the Issuer to issue and the Silver Lake Investors to purchase Convertible
Notes will expire upon the earliest to occur of (i) December 31, 2019; (ii) a change of control of the Issuer; or (iii) upon written agreement of the Issuer and investors holding 66 and 2/3% of the aggregate principal amount of
Convertible Notes issuable under the Note Purchase Agreement. As of the date hereof, the Silver Lake Investors have not purchased any Convertible Notes.
The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the Note Purchase Agreement and
Amendment No. 1 to the Note Purchase Agreement which are filed as Exhibits D and E, respectively, to this Schedule 13D and incorporated by reference herein.
Lock-Up Agreement
In connection
with the IPO, the Issuer, each of the Silver Lake Investors and certain officers, directors and other investors of the Issuer entered into a lock-up agreement and agreed that, without the prior written consent of Morgan Stanley & Co. LLC on
behalf of the underwriters, such persons will not, during the period ending 180 days after the date of the prospectus relating to the IPO: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned, as such term is used in Rule 13d-3 of Exchange Act, by the
locked-up party or any securities convertible into or exercisable or exchangeable for shares of Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock, in each case, whether any such transaction described above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, each such person agreed that, without the prior
written consent of Morgan Stanley & Co. LLC on behalf of the underwriters, no such person will, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any
security convertible into or exercisable or exchangeable for Common Stock.
The foregoing description of the lock-up agreement is
qualified in its entirety by reference to the lock-up agreements, which are filed as Exhibits F and G to this Schedule 13D and incorporated by reference herein.
| Item 7. | Material to Be Filed as Exhibits |
| A. | Agreement of Joint Filing by and among the Reporting Persons |
| B. | Amended and Restated Investors Rights Agreement dated as of July 24, 2015, between the Issuer, the Silver Lake Investors and the other parties thereto (incorporated by reference to Exhibit 4.1 to the Issuers Registration Statement on Form S-1 filed on June 1, 2017) |
| C. | Omnibus Amendment dated as of June 1, 2017 between the Issuer, the Silver Lake Investors and the other parties thereto (incorporated by reference to Exhibit 10.15 to the Issuers Registration Statement on Form S-1 filed on June 1, 2017) |
| D. | Note Purchase Agreement, dated May 4, 2017, between the Issuer, the Silver Lake Investors and the other parties thereto (incorporated by reference to Exhibit 10.16 to the Issuers Registration Statement on Form S-1 filed on June 29, 2017) |
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