EFTA01381319.pdf

Form S-1 Table of Contents CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Investor Rights Agreement We entered into an investor rights agreement on July 10, 2012 with our Sponsor, the Bishop Family Partnership and certain stockholders, which was amended and restated on January 21, 2015. The amended and restated investor rights agreement contains agreements among the parties with respect to the election of directors, restrictions on the transfer of shares and tag-along rights and drag-along rights. The amendexl and restated investor rights agreement also provides that all stockholders party to the agreement are entitled to participate in certain offerings of the Company's securities registered under the Securities Act which are initiated by our Sponsor. subject to certain exceptions. This agreement provides our Sponsor with "demand" registration rights. The amended and restated investor rights agreement also provides that we will pay certain expenses of these stockholders relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act. The amended and mated investor rights agreement has born filed as an exhibit to the registration statement of which this prospectus forms a pan. Other Related Party Transactions As of December 31, 2014 and March 31, 2015. our Sponsor held $20.1 million of the Company's outstanding debt under our senior secured credit facilities. Several of the members of our Board of Directors arc members of our Sponsor as well as managing directors and officers of the general partner of our Sponsor and managing directors and officers of an investment advisor to the Company's majority shareholder. In addition, Kunkemueller Enterprises LP, or Kunkanueller, which is owned in pan by one of the members of our Board of Directors, held $1.5 million of the Company's debt under our senior secured credit facilities, as of December 31. 2014 and March 31, 2015. See "Description of Certain Indebtedness." Both our Sponsor and Kunkemueller receive their respective pro rata share of interest payments made by us in lwpwt of the outstanding debt under our senior secured credit facilities. For the year ended December 31, 2014 and the Writs; months ended March 31, 2015, such pro rata share amounted to $804.821 and $189,341, respectively, in respect of our Sponsor, and $73,288 and $17.461. respectively, in respect of Kunkemueller. Christopher ("Chris') Bishop, ow Total cash payments made by the Company to Chris Bishop, includin sal bonus and a car allowance, for the years ended December 31, 2012, 2013 and 2014 and the three months ended March 31, 2015 w respectively. Procedures for Related-Party Transactions Our Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Prior to the completion of this offering, our Board of Directors will adopt a written policy on transactions with related persons that is in conformity with the requirements upon issuers having publicly-held common stock that is listed on NASDAQ. Under the new policy a related party must promptly disclose to the General Counsel, or such other person designated by the Board of Directors, any related party transaction in which such related person had or 109 httplAvuw.sec.gov/Archi vas/Wear/dawn 609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080196 CONFIDENTIAL SDNY GM_00226380 EFTA01381319