MONITOR AGREEMENT 

This Monitor Agreement (this "Agreement"), entered into this 29th day of January, 

2020, by and among Berkeley Research Group, LLC, a Delaware limited liability company 

("BRG"), which has consented to the appointment of Edward J. Buthusiem, director of BR G's 

Healthcare Analytics Practice, to serve as the Monitor under this agreement (collectively, 

"Monitor"), One Rock Capital Partners II, LP, a Delaware limited partnership, and FXI 

Holdings, Inc., a Delaware corporation ("Respondents") (Monitor and Respondents together, the 

"Parties") provides as follows: 

WHEREAS the Federal Trade Commission (the "Commission"), in the Matter of One 

Rock Capital Partners II, LP, FXI Holdings, Inc., Bain Capital Fund XI, LP, and Innocor, Inc., 

FTC File No. 191-0087, has accepted or will shortly accept for public comment an Agreement 

Containing Consent Orders incorporating a Decision and Order and an Order to Maintain Assets 

(collectively, the "Orders"), which, among other things, requires Respondents to divest certain 

polyurethane foam production facilities, as defined in the Orders, and contemplates the 

appointment of a Monitor to monitor Respondents' compliance with its obligations under the 

Orders; 

WHEREAS, the Commission is expected to accept the Agreement Containing Consent 

Orders and appoint Monitor pursuant to the Orders to monitor Respondents' compliance with 

the terms of the Orders, and Monitor has consented to such appointment; 

WHEREAS, the Orders further provide that Respondents shall execute an agreement, 

subject to the prior approval of the Commission, conferring all the rights and powers necessary to 

permit Monitor to carry out its duties and responsibilities pursuant to the Orders; 

WHEREAS, this Agreement, although executed by Monitor and Respondents, is not 

effective for any purpose, including but not limited to imposing rights and responsibilities on 

Respondents or Monitor under the Orders, except for those obligations under the confidentiality 

provisions herein, until it has been approved by the Commission; and 

WHEREAS, the Parties to this Agreement intend to be legally bound, subject only to the 

Commission's approval of this Agreement. 

NOW, THEREFORE, the Parties agree as follows: 

All capitalized terms used in this Agreement and not specifically defined herein shall 

have the respective definitions given to them in the Orders. 

ARTICLE I 

1.1 Powers of the Monitor. Monitor shall have all of the powers and responsibilities 

conferred upon Monitor by the Orders, including but not limited to monitoring Respondents' 

compliance with the divestiture, asset maintenance obligations, and other related requirements of 

the Orders. The Monitor shall serve as an independent third party and not as an employee or agent of 

Respondents or the Commission. 
1.2 Access to Relevant Information and Facilities. Subject to any demonstrated 

legally recognized privilege, Monitor shall have full and complete access to Respondents' 

personnel, books, documents, records kept in the normal course of business, facilities and 

technical information, and such other relevant information as Monitor may reasonably request, 

related to Respondents' compliance with the obligations of Respondents under the Orders in this 

matter. Documents, records and other relevant information are to be provided in an electronic 

format if they exist in that form. Respondents shall cooperate with any reasonable request of 

Monitor. Monitor shall give Respondents reasonable notice of any request for such access or 

such information and shall attempt to schedule any access or requests for information in such a 

manner as will not unreasonably interfere with Respondents' operations. At the request of the 

Monitor, Respondents shall promptly arrange meetings and discussions, including tours of 

relevant facilities, at reasonable times and locations between the Monitor and employees of 

Respondents who have knowledge relevant to the proper discharge of its responsibilities under 

the Orders. 

1.3 Compliance Reports. Respondents shall provide Monitor with copies of all 

compliance reports filed with the Commission in a timely manner, but in any event, no later than 

five (5) business days after the date on which Respondents file such report with the 

Commission. 

1.4 Confidentiality. Monitor shall: 

(a) maintain the confidentiality of all confidential information provided to the 

Monitor by Respondents, the acquirer of the assets to be divested, any supplier or customer of 

Respondents, or the Commission ("Confidential Information"), and shall use such information 

only for the purpose of discharging its obligations as Monitor and not for any other purpose, 

including, without limitation, any other business, scientific, technological, or personal purpose. 

Monitor may disclose Confidential Information only to (i) persons employed by or working with 

Monitor pursuant to the Orders or (ii) persons employed at the Commission; 

(b) require any consultants, accountants, attorneys, and any other 

representatives and/or assistants retained by Monitor to assist in carrying out the duties and 

responsibilities of Monitor to execute a confidentiality agreement, which Respondents will 

provide if requested, that requires such third parties to treat Confidential Information with the 

same standards of care and obligations of confidentiality to which the Monitor must adhere 

under this Agreement; 

( c) maintain a record and inform the Commission of all persons ( other than 

representatives of the Commission) to whom Confidential Information has been disclosed; 

(d) for a period often (10) years after the termination of this Agreement, 

maintain the confidentiality of all other aspects of the performance of its duties under this 

Agreement and not disclose any Confidential Information relating thereto; and 

(e) upon the termination of the Monitor's duties w1der this Agreement, the 

Monitor shall consult with the Commission's staff regarding disposition of any written and 

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electronic materials (including materials that Respondents provided to the Monitor) in the 

possession or control of the Monitor that relate to the Monitor's duties, and the Monitor shall 

dispose of such materials, which may include sending such materials to the Commission's staff, 

as directed by the staff. In response to a request by Respondents to return or destroy materials 

that Respondents provided to the Monitor, the Monitor shall inform the Commission's staff of 

such request and, if the Commission's staff do not object, shall comply with Respondents' 

request. 

(f) For the purpose of this Agreement, information shall not be considered 

confidential or proprietary to the extent that it is or becomes part of the public domain ( other 

than as the result of any action by the Monitor or by any employee, agent, affiliate or consultant 

of the Monitor), or to the extent that the recipient of such information can demonstrate that such 

information was already known to the recipient at the time of receipt from a source other than 

the Monitor, Respondents, or any director, officer, employee, agent, consultant or affiliate of the 

Monitor or Respondents, when such source was not known to recipient after due inquiry to be 

restricted from making such disclosure to such recipient. 

ARTICLE II 

2.1 Retention and Payment of Counsel, Consultants, and other Assistants. Monitor 

shall have the authority to employ, at the cost and expense of the Respondents, such attorneys, 

consultants, accountants, and other representatives and assistants as are reasonably necessary to 

carry out the Monitor's duties and responsibilities pursuant to the Orders. Prior to engaging any 

such parties and prior to commissioning additional work to be perfom1ed by a party who has 

already been so engaged, Monitor shall notify Respondents of its intention to do so, and provide 

an estimate of the anticipated costs. 

2.2 Monitor Compensation. Respondents shall pay Monitor in accordance with the 

fee schedule and procedure attached as Confidential Appendix A for all reasonable time spent in 

the performance of the Monitor's duties, including all monitoring activities related to the efforts 

of the acquirer of the assets to be divested, all work in connection with the negotiation and 

preparation of this Agreement, and all reasonable and necessary travel time. 

(a) In addition, Respondents shall pay: (i) all out-of-pocket expenses 

reasonably incurred by Monitor in the performance of its duties under the Orders; and (ii) all 

reasonable fees of, and disbursements reasonably incurred by, any advisor appointed by Monitor 

pursuant to the first paragraph in Article II. 

(b) The Monitor shall have full and direct responsibility for compliance with 

all applicable laws, regulations and requirements pertaining to work permits, income and social 

security taxes, unemployment insurance, worker's compensation, disability insurance, and the 

like. 

2.3 Monitor's Indemnification. Respondents shall indemnify and hold harmless 

Monitor and its employees and agents against any losses, claims, damages, liabilities, or 

expenses arising out of, or in connection with, the perf01mance of Monitor's duties, including all 

reasonable fees of counsel and other expenses incurred in connection with the preparation for, or 

defense of, any claim, whether or not resulting in any liability, except to the extent that such 

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losses, claims, damages, liabilities, or expenses result from Monitor's gross negligence or 

willful misconduct. 

2.4 Disputes. In the event of a disagreement or dispute between Respondents and 

Monitor concerning Respondents' obligations under the Orders, and, in the event that such 

disagreement or dispute cannot be resolved by the Parties, either party may seek the assistance 

of the individual in charge of the Commission's Compliance Division. 

2.5 Conflicts oflnterest. In the event that, during the term of this Agreement, Monitor 

becomes aware it has or may have a conflict of interest that may affect, or could have the 

appearance of affecting, performance by Monitor or persons employed by, or working with, 

Monitor, of any of its duties under this Agreement, Monitor shall promptly inform Respondents 

and the Commission of any such conflict or potential conflict. 

ARTICLE III 

3.1 Termination. This Agreement shall te1minate the earlier of: (a) the expiration 

or termination of the Orders; (b) Respondents' receipt of written notice from the Commission 

that the Commission has determined that Monitor has ceased to act or failed to act diligently, or 

is unwilling or unable to continue to serve as Monitor; (c) with at least thirty (30) days advance 

notice to be provided by Monitor to Respondents and to the Commission, upon resignation of the 

Monitor; or ( d) when the Monitor completes its Final Report pursuant to the Decision and Order; 

provided, however, that the Commission may require that Respondents extend this Agreement as 

may be necessary or appropriate to accomplish the purposes of the Orders. If this Agreement is 

terminated for any reason, the confidentiality obligations set forth in this Agreement will remain 

in force, as will the provisions of Articles 2.2 and 2.3 of this Agreement. 

3.2 Monitor's Removal. If the Commission dete1mines that Monitor ceases to act 

or fails to act diligently and consistent with the purpose of the Orders, Respondents shall, upon 

written request of the Commission, te1minate this Agreement and appoint a substitute Monitor, 

subject to Commission approval and consistent with the Orders. 

3.3 Governing Law. This Agreement and the rights and obligations of the Parties 

hereunder shall in all respects be governed by the substantive laws of New York, including all 

matters of construction, validity and performance. The Orders shall govern this Agreement and 

any provisions herein which conflict or are inconsistent with the Orders may be declared null 

and void by the Commission and any provision not in conflict shall survive and remain a part of 

this Agreement. 

3.4 Disclosure oflnformation. Nothing in this Agreement shall require 

Respondents to disclose any material or information that is subject to a legally recognized 

privilege or that Respondents are prohibited from disclosing by reason of law or an agreement 

with a third party. 

3.5 Assignment. This Agreement may not be assigned or otherwise transferred by 

Respondents or Monitor without the consent of Respondents and Monitor and the approval of the 

Commission. Any such assignment or transfer shall be consistent with the terms of the Orders. 

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3.6 Modification. No amendment, modification, termination, or waiver of any 

provision of this Agreement shall be effective unless made in writing, signed by all Parties, and 

approved by the Commission. Any such amendment, modification, termination, or waiver shall 

be consistent with the terms of the Orders. 

3. 7 Approval by the Commission. This Agreement shall have no force or effect 

until approved by the Commission, other than the Parties' obligations under the confidentiality 

provisions herein. 

3.8 Entire Agreement. This Agreement, and those portions of the Orders 

incorporated herein by reference, constitute the entire agreement of the Parties and supersede 

any and all prior agreements and understandings between the Parties, written or oral, with 

respect to the subject matter hereof. 

3.9 Duplicate Originals. This Agreement may be executed in several counterparts, 

each of which shall be deemed an original, but all of which together shall constitute one and the 

same document. 

3.10 Section Headings. Any heading of the sections is for convenience only and is to 

be assigned no significance whatsoever as to its interpretation and intent. 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

as of the date first above written. 

Monitor Respondents 

Edward J. Buthusiem FXI Holdings, Inc. 

Edward J. Buthusiem Harold Earley 

Managing Direc.,ior President and Chief Executive 

Berkeley Research Group, LLC FXI 

JfEbf 

Holdings, Inc. 

R. Scott Spielvogel 

Managing Partner, One Rock Capital Partners, GP, LLC, 

the general partner of One Rock Capital Partners II, LP 

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