Exhibit 10.5


 


 






 


STOCKHOLDERS AGREEMENT



by and between



CONVEY HOLDING PARENT, INC.



and



TPG CANNES AGGREGATION, L.P.



Dated as of June [●], 2021


 





 



 






     


     


    

 


TABLE OF CONTENTS


 




	ARTICLE I 
	 
	DEFINITIONS
	 
	SECTION 1.01   	Certain Definitions	1
	SECTION 1.02   	Other Definitional and Interpretative Provisions	3
	 	 	 
	ARTICLE II 
	 
	REPRESENTATIONS AND WARRANTIES
	 
	SECTION 2.01   	Existence; Authority; Enforceability	4
	SECTION 2.02   	Absence of Conflicts	4
	SECTION 2.03   	Consents	5
	 	 	 
	ARTICLE III 
	 
	GOVERNANCE
	 
	SECTION 3.01   	Board of Directors	5
	 	 	 
	ARTICLE IV 
	 
	MISCELLANEOUS
	 
	SECTION 4.01   	Term	8
	SECTION 4.02   	Organizational Documents	8
	SECTION 4.03   	Amendments and Waivers	8
	SECTION 4.04   	Successors and Assigns	8
	SECTION 4.05   	Severability	8
	SECTION 4.06   	Counterparts; Electronic Signatures	8
	SECTION 4.07   	Entire Agreement	9
	SECTION 4.08   	Governing Law	9
	SECTION 4.09   	Consent to Jurisdiction	9
	SECTION 4.10   	WAIVER OF JURY TRIAL	10
	SECTION 4.11   	Specific Performance	10
	SECTION 4.12   	No Third-Party Beneficiaries	10
	SECTION 4.13   	Notices	10



 






     


     


    

 


This STOCKHOLDERS AGREEMENT (this “Agreement”),
dated as of June [●], 2021, is made by and between CONVEY HOLDING PARENT, INC., a Delaware corporation (the “Company”),
and TPG CANNES AGGREGATION, L.P., a Delaware limited partnership (the “TPG Investor”). The term “TPG Investor”
shall also mean, if the TPG Investor shall have Transferred any of its shares of Common Stock to any of its Affiliates (in each case,
as such terms are defined below), the TPG Investor and its Affiliates, taken together, and any right, obligation or action that may be
exercised or taken at the election of the TPG Investor may be taken at the election of the TPG Investor and its Affiliates.


 


This Agreement replaces in its entirety the Shareholders
Agreement, dated as of September 4, 2019, by and among the Company, the TPG Investor and the other parties thereto (the “Previous
Stockholders Agreement”).


 


RECITALS


 


WHEREAS, the Company executed an underwriting agreement,
dated June [●], 2021 (the “Underwriting Agreement”), related to the initial public offering (the “IPO”)
of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”); and


 


WHEREAS, the Previous Stockholders Agreement shall
be terminated in connection with the consummation of the IPO, and the parties hereto wish to replace in their entirety the terms of the
Previous Stockholders Agreement to provide for certain governance rights and other matters, and to set forth the rights and obligations
of the TPG Investor, following the IPO.


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I



DEFINITIONS


 


SECTION 1.01 Certain Definitions. As used
in this Agreement, the following terms have the following meanings:


 


“Affiliate” means, with
respect to any Person, any other Person who, as of the relevant time for which the determination of affiliation is being made,
directly or indirectly controls, is controlled by or is under common control with such Person; provided that the Company and
each Subsidiary of the Company shall be deemed not to be an Affiliate of the TPG Investor, any Person that controls the TPG Investor
or any Person with whom the Company or any Subsidiary would otherwise be Affiliated through Affiliation with the TPG Investor or any
Person that controls the TPG Investor. “Affiliated” and “Affiliation” shall have correlative meanings. For
the purposes of this definition, the term “control” (including, with correlative meanings, the terms
 “controlling”, “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, the TPG
Investor shall not be considered an Affiliate of (x) any portfolio operating company in which the TPG Investor or any of its
Affiliates has made a debt or equity investment, (y) the Company or any of its Subsidiaries or (z) any other stockholder of the
Company (other than any Affiliate to which the TPG Investor Transfers (as defined below) any shares of its Common Stock), and vice
versa.


 






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“Agreement” has the meaning
set forth in the Preamble.


 


“Board of Directors” has the
meaning set forth in Section 3.01(a).


 


“Common Stock” has the meaning
set forth in the Recitals.


 


“Company” has the meaning set
forth in the Preamble.


 


“Independent Director” means
a director that satisfies both (a) the requirements to qualify as an “independent director” under the stock exchange rules
of the stock exchange on which the Common Stock are then-currently listed and (b) the independence criteria set forth in Rule 10A-3 under
the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“IPO” has the meaning set forth
in the Recitals.


 


“IPO Closing” means the closing
of the IPO.


 


“Necessary Action” means, with
respect to a specified result, all actions reasonably necessary to cause such result, including (i) voting or providing a written consent
or proxy with respect to shares of Common Stock, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational
documents of the Company, (iii) executing agreements and instruments and (iv) making, or causing to be made, with applicable government,
administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.


 


“Person” means an individual,
corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.


 


“Previous Stockholders Agreement”
has the meaning set forth in the Preamble.


 


“Securities Act” means the Securities
Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“Subsidiary” means, with respect
to any Person, any entity of which securities or other ownership interests having ordinary voting power elect a majority of the board
of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.


 






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“TPG Director” has the meaning
set forth in Section 3.01(a).


 


“TPG Investor” has the meaning
set forth in the Preamble.


 


“Transfer” means, with respect
to any shares of Common Stock, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, mortgage, hypothecate
or otherwise transfer such shares of Common Stock or any participation or interest therein, whether directly or indirectly (including
pursuant to a derivative transaction or through the transfer of equity interests or other securities in any direct or indirect company
or other Person holding shares of Common Stock or through the issuance and redemption by any such company or other Person of its securities),
or agree to commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange,
pledge, encumbrance, hypothecation, or other transfer of such shares of Common Stock or any participation or interest therein or any agreement
or commitment to do any of the foregoing. “Transferred” shall have a correlative meaning.


 


“Unaffiliated Independent Director”
has the meaning set forth in Section 3.01(a).


 


“Underwriting Agreement” has
the meaning set forth in the Preamble.


 


SECTION 1.02 Other Definitional and Interpretative
Provisions.


 


(a)              
The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement.


 


(b)              
The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.


 


(c)              
References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.
All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full
herein.


 


(d)              
Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning as defined in this Agreement.


 


(e)              
Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.


 


(f)               
Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall
be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words
of like import.


 






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(g)              
 “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words
(electronic media) in a visible form.


 


(h)              
References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof. References to any law include all rules and regulations promulgated thereunder and references
to statutes shall include all amendments of the same and any successor or replacement statutes and regulations promulgated thereunder.


 


(i)                
References to any Person include the successors and permitted assigns of that Person.


 


(j)                
References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.


 


ARTICLE
II



REPRESENTATIONS AND WARRANTIES


 


Each of the parties to this Agreement hereby represents
and warrants, severally and not jointly (and solely as to itself), to the other party to this Agreement that as of the date such party
executes this Agreement:


 


SECTION 2.01 Existence; Authority; Enforceability.
Such party has the necessary power and authority to enter into this Agreement and to perform its obligations hereunder. Such party is
duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the performance
of its obligations hereunder, have been authorized by all necessary action on the part of its board of directors (or equivalent) and stockholders
(or other holders of equity interests), if required, and no other act or proceeding on its part is necessary to authorize the execution
of this Agreement or the performance of its obligations hereunder. This Agreement has been duly executed by such party and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effect of any laws relating
to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar laws relating to or
affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 


SECTION 2.02 Absence of Conflicts. The
execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not and will not (a)
conflict with, or result in the breach of, any provision of the constitutive documents of such party, (b) result in any material
violation, breach, conflict, default or an event of default (or an event which with notice, lapse of time, or both, would constitute
a default or an event of default), or give rise to any right of acceleration or termination or any additional material payment
obligation, under the terms of any material contract, agreement or permit to which such party is a party or by which such
party’s assets or operations are bound or affected, or (c) violate any law applicable to such party, except, in the case of
each of clauses (b) and (c) with respect to the TPG Investor, for any such violation, breach, conflict or default that would not
impair in any material respect the ability of the TPG Investor to perform its respective obligations hereunder.


 






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SECTION 2.03 Consents. Other than as expressly
required herein or any consents which have already been obtained, no material consent, waiver, approval, authorization, exemption, registration,
license, permit or declaration is required to be made or obtained by such party in connection with the execution, delivery or performance
of this Agreement by such party.


 


ARTICLE
III



GOVERNANCE


 


SECTION 3.01 Board of Directors.
(a) Prior to the IPO Closing, the TPG Investor and the Company shall take all Necessary Action to cause the board of directors of the
Company (the “Board of Directors”) to be comprised of five directors as of the IPO Closing, (i) two of whom shall each
be designated by the TPG Investor (each, a “TPG Director”), (ii) two of whom shall each satisfy the requirements to
qualify as an Independent Director (each, an “Unaffiliated Independent Director”) and (iii) one of whom shall be the
Chief Executive Officer of the Company. For the avoidance of doubt, Unaffiliated Independent Directors shall not constitute TPG Directors
for purposes of determining the number of directors that the TPG Investor shall have the right to nominate pursuant to Section 3.01(c).


 


At the IPO Closing, the TPG Directors shall be
Todd B. Sisitsky and Katherine Wood; the Chief Executive Officer director shall be Stephen C. Farrell; the Unaffiliated Independent Directors
shall be Sharad Mansukani and W. Carl Whitmer; and the Chairperson of the Board of Directors shall be Sharad Mansukani. In connection
with the IPO Closing, the foregoing directors shall be divided into three classes of directors, each of whose members shall serve for
staggered three-year terms as follows:


 


		(1)	the class I directors shall be Sharad Mansukani and Katherine Wood;



 


		(2)	the class II director shall be Stephen C. Farrell; and



 


		(3)	the class III directors shall be Todd Sisitsky and W. Carl Whitmer.



 


The initial term of the class I directors shall
expire at the Company’s first annual meeting of stockholders following the IPO Closing at which directors are elected. The initial
term of the class II directors shall expire at the second succeeding annual meeting of stockholders following the IPO Closing at which
directors are elected. The initial term of the class III directors shall expire at the Company’s third succeeding annual meeting
of stockholders following the IPO Closing at which directors are elected.


 


For the avoidance of doubt, this Section 3.01(a)
is applicable solely to the initial composition of the Board of Directors.


 






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(b)              
 On or before the first anniversary of the effectiveness of the Company’s Registration Statement on Form S-1 for the IPO,
the Company, the TPG Investor and the Board of Directors shall take all Necessary Action to (i) cause an increase in the size of the Board
of Directors by at least one director, but no greater than two directors, (ii) fill such vacancies resulting therefrom with at least one
director who qualifies as an Unaffiliated Independent Director and (iii) cause one such director to be appointed as a class II director
and, if applicable, the other such director to be appointed to the class of directors to be determined by the Company, the TPG Investor
and the Board of Directors.


 


(c)              
 For so long as the TPG Investor
holds a number of shares of Common Stock representing at least the percentage of the number of shares of Common Stock held by the TPG
Investor as of the IPO Closing (after giving effect to any exercise by the underwriters of their option to purchase additional shares
of Common Stock in connection with the IPO) shown below, there shall be included in the slate of nominees recommended by the Board of
Directors for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected
that number of individuals nominated by TPG that, if elected, will result in the number of TPG Directors serving as directors on the Board
of Directors that is shown below.


 


	Ownership Percentage	 	Number of TPG Directors
	[●]% 1 or greater	 	3 TPG Directors
	Less than [●]% 1 but greater

    than or equal to [●]% 2	 	2 TPG Directors
	Less than [●]% 2 but greater 

    than or equal to [●]% 3	 	1 TPG Director


 


(d)              
With respect to any individual nominated by TPG, the Company and the TPG Investor shall take all Necessary Action to cause the
Board of Directors (and any applicable committee thereof) to, as applicable, (i) include such individual in the slate of nominees recommended
by the Board of Directors for the applicable class of directors for election by the stockholders of the Company, recommend such individual’s
election as a director and solicit proxies or consents in favor thereof or (ii) appoint such individual to fill a vacancy on the Board
of Directors created by a departure of a TPG Director. The Company agrees to take all Necessary Action to include such individual in the
applicable proxy statement for such stockholder meeting.


 


(e)               To
the extent not inconsistent with Section 141(k) of the General Corporation Law of the State of Delaware and the organizational
documents of the Company, (i) the TPG Investor shall have the exclusive right to remove TPG Directors from the Board of Directors,
and the Board of Directors, the TPG Investor and the Company shall take all Necessary Action to cause the removal of any TPG
Director at the request of the TPG Investor, and (ii) the TPG Investor shall have the exclusive right to designate for election
individuals to the Board of Directors to fill vacancies created by reason of death, removal or resignation of the TPG Directors, and
the Board of Directors and the TPG Investor shall take all Necessary Action to cause any such vacancies to be filled by replacement
directors designated by the TPG Investor as promptly as reasonably practicable; provided that, for the avoidance of doubt and
notwithstanding anything to the contrary in this paragraph, the TPG Investor shall not be required to take any action to cause any
vacancy to be filled with any TPG Director to the extent that election or appointment of such an individual to the Board of
Directors would result in a number of TPG Directors in excess of the number of directors that the TPG Investor is then entitled to
designate for membership on the Board of Directors pursuant to Section 3.01(c). If the Chief Executive Officer resigns or is
terminated for any reason, the Chief Executive Officer shall resign from the Board of Directors, and the Company and the TPG
Investor shall take all Necessary Action to remove the Chief Executive Officer from the Board of Directors and fill such vacancy
with the next Chief Executive Officer in office.


 


1 To be equivalent to approximately 25.0% of the aggregate
number of shares of Common Stock outstanding as of the IPO Closing, expressed as a percentage of the number of shares of Common Stock
held by the TPG Investor as of the IPO Closing (after giving effect to any exercise by the underwriters of their option to purchase additional
shares of Common Stock in connection with the IPO).


 


2 To be equivalent to approximately 7.5% of the aggregate
number of shares of Common Stock outstanding as of the IPO Closing, expressed as a percentage of the number of shares of Common Stock
held by the TPG Investor as of the IPO Closing (after giving effect to any exercise by the underwriters of their option to purchase additional
shares of Common Stock in connection with the IPO).


 


3 To be equivalent to approximately 2.5% of the aggregate
number of shares of Common Stock outstanding as of the IPO Closing, expressed as a percentage of the number of shares of Common Stock
held by the TPG Investor as of the IPO Closing (after giving effect to any exercise by the underwriters of their option to purchase additional
shares of Common Stock in connection with the IPO).


 






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(f)               
Within one year (or any shorter period that may be required by applicable laws, regulations or stock exchange listing rules and
regulations) after the Company ceases to qualify as a “controlled company” as defined by the applicable stock exchange listing
rules and regulations on which the Common Stock is then-currently listed, the TPG Investor shall take all Necessary Action to ensure that
a sufficient number of the directors qualify as “independent directors” as defined by the applicable stock exchange listing
rules and regulations to ensure that the Company and its Board of Directors comply with applicable stock exchange listing rules and regulations
regarding director independence.


 


(g)              
For so long as the TPG Investor has at least one TPG Director on the Board of Directors, the TPG Investor shall have the right
(i) to have one of the TPG Directors appointed (at the TPG Investor’s election) as its representative to serve on, or act as an
observer of, each committee of the Board of Directors (other than the Audit Committee), but only to the extent permitted by applicable
laws, regulations and stock exchange listing rules and regulations, and (ii) to designate the Chairperson of the Board of Directors.


 


(h)              
For so long as the TPG Investor has the right to nominate at least one director for nomination under this Agreement, the Company
and the Board of Directors shall take all Necessary Action to ensure that the number of directors serving on the Board of Directors shall
not exceed seven; provided that (A) the number of directors may be increased if necessary in order to ensure that the Company and
its Board of Directors comply with applicable laws, regulations and stock exchange listing rules and regulations and (B) the number of
directors serving on the Board of Directors may be increased to eight directors by the vote of a majority of the directors of the Company
then in office, which majority vote shall include the vote of at least one TPG Director.


 


(i)                
In accordance with the Company’s organizational documents and other applicable Company policies and practices, the Company
shall reimburse each TPG Director for the reasonable out-of-pocket costs and expenses incurred by each member of the Board of Directors
in the course of his or her service as such, including in connection with attending regular and special meetings of the Board of Directors,
any committee thereof or any board or committee of any Subsidiary of the Company, including reasonable travel, lodging and meal expenses.


 






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ARTICLE
IV


 


MISCELLANEOUS


 


SECTION 4.01 Term. This Agreement will be
effective as of the date hereof and shall terminate automatically on the earlier to occur of (i) without any action by any party hereto,
such time as the TPG Investor no longer has the right to nominate an individual to the Board of Directors in accordance with Section 3.01(c)
hereof and (ii) upon the delivery of a written notice by the TPG Investor to the Company requesting that this Agreement terminate.


 


SECTION 4.02 Organizational Documents. The
provisions of this Agreement shall be controlling if any such provisions or the operation thereof conflict with the provisions of the
organizational documents of the Company. The Company and the TPG Investor agree to take all Necessary Action to amend the organizational
documents of the Company so as to avoid any conflict with the provisions hereof.


 


SECTION 4.03 Amendments and Waivers. Except
as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company
and the TPG Investor. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by
applicable law.


 


SECTION 4.04 Successors and Assigns. The
rights and obligations hereunder shall not be assignable by any party without the prior written consent of the other party hereto; provided
that, subject to the execution of a joinder agreement substantially in the form of Exhibit A hereto, the TPG Investor may assign its rights
and obligations hereunder to its Affiliates without the prior written consent of the Company. Any attempted assignment of rights or obligations
in violation of this Section 4.04 shall be null and void.


 


SECTION 4.05 Severability. Whenever possible,
each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision
in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.


 


SECTION 4.06 Counterparts; Electronic
Signatures. This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed
to be an original and all of which together shall constitute one and the same agreement. Counterpart signature pages to this
Agreement may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page) and each such
counterpart signature page will constitute an original for all purposes. The parties hereto hereby agree that this Agreement may be
executed by way of electronic signatures and that the electronic signature has the same binding effect as a physical signature. For
the avoidance of doubt, the parties hereto further agree that this Agreement, or any part thereof, shall not be denied legal effect,
validity or enforceability solely on the ground that it is in the form of an electronic record.


 






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SECTION 4.07 Entire Agreement. This Agreement
(including the documents and the instruments referred to in this Agreement) constitutes the entire agreement among the parties or to which
they are subject and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the
subject matter of the transactions contemplated hereby and thereby (including the Previous Stockholders Agreement).


 


SECTION 4.08 Governing Law. This Agreement
and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed
in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision
or rule that would cause the application of the domestic substantive laws of any other jurisdiction.


 


SECTION 4.09 Consent to Jurisdiction.
Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the Delaware
Court of Chancery (or, solely if the Delaware Court of Chancery declines jurisdiction, the Complex Commercial Litigation Division of
the Delaware Superior Court, New Castle County, or, solely if such court declines jurisdiction, the United States District Court for
the District of Delaware) for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry,
proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives
to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert,
by way of motion, as a defense or otherwise, in any such action, claim, cause of action or suit (in contract, tort or otherwise),
inquiry, proceeding or investigation, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named
courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such above-named
courts, and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter
hereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause
the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.
Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which
it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed
to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action
to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to
service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered
or certified mail, return receipt requested, at its address specified pursuant to Section 4.13 hereof is reasonably calculated to
give actual notice.


 






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SECTION 4.10 WAIVER OF JURY TRIAL. TO THE
EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT
(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE
OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR
THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY STOCKHOLDER IN CONNECTION WITH
ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH OF THE PARTIES
HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY HERETO THAT THIS SECTION 4.10 CONSTITUTES A MATERIAL INDUCEMENT UPON
WHICH IT IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE
AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER
OF ITS RIGHT TO TRIAL BY JURY.


 


SECTION 4.11 Specific Performance. The parties
hereto agree that irreparable damage may occur if any provision of this Agreement is not performed in accordance with the terms hereof
and that the parties shall be entitled to seek an injunction or injunctions or other equitable relief to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in any court set forth in Section 4.09, in addition
to any other remedy to which they are entitled at law or in equity.


 


SECTION 4.12 No Third-Party Beneficiaries.
Nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and each such party’s respective
heirs, successors and permitted assigns, all of whom shall be third-party beneficiaries of this Agreement.


 


SECTION 4.13 Notices. All notices and other
communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile
(with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation)
to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):


 






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If to the Company, to:


 


Convey Holding Parent, Inc.

100 SE 3rd Avenue, 26th Floor

Fort Lauderdale, Florida 33394

Attn:       Timothy Fairbanks


                Amy Shook

E-mail:    


 


with a copy (which shall not constitute notice)
to:


 


Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Attn:        William V. Fogg

                  Michael E. Mariani

E-mail:     

                

Fax:          


 


If to the TPG Investor, to:


 


TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Attn:        General Counsel

E-mail:    

Fax:        


 


with a copy (which shall not constitute notice)
to:


 


Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Attn:       William V. Fogg

                 Michael E. Mariani

E-mail:    

                

Fax:       


 


[Signature pages follow]


 






    11 


     


    

 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement by their authorized representatives as of the date first above written.


 


	 	CONVEY HOLDING PARENT, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to the
Stockholders Agreement]


 



     


     


    

 


	 	TPG CANNES AGGREGATION, L.P.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature Page to the
Stockholders Agreement]


 



     


     


    




 


EXHIBIT A


 


JOINDER TO STOCKHOLDERS AGREEMENT


 


This Joinder Agreement (this “Joinder
Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with
the Stockholders Agreement dated as of June [●], 2021 (as may be amended from time to time, the “Stockholders Agreement”)
between Convey Holding Parent, Inc., a Delaware corporation, and TPG Cannes Aggregation, L.P., a Delaware partnership. Capitalized terms
used, but not defined, herein shall have the respective meanings ascribed to such terms in the Stockholders Agreement.


 


The Joining Party hereby acknowledges, agrees and
confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Stockholders Agreement
as of the date hereof and shall have all of the rights and obligations of the “TPG Investor” thereunder as if it had executed
the Stockholders Agreement on the date thereof. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all
of the terms, provisions and conditions contained in the Stockholders Agreement. The Joining Party represents and warrants (solely as
to itself) that the representations and warranties set forth in Article II of the Agreement are true and correct in all respects as of
the date hereof.


 


IN WITNESS WHEREOF, the undersigned has executed
this Joinder Agreement as of the date written below.


 


	Date:	                              	,           	 




 


	 	[NAME OF JOINING PARTY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


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	 	Attention: [_]
	 	Telephone: [_]
	 	Email: [_]