EX-10.8





 Exhibit 10.8 

AMENDMENT TO 

STOCKHOLDERS AGREEMENT OF 

VAIL HOLDCO CORP 
 This AMENDMENT TO
STOCKHOLDERS AGREEMENT OF VAIL HOLDCO CORP (this “Amendment”), dated as of March 15, 2018 (the “Effective Date”) is made by and among Vail Holdco Corp, a Delaware corporation (the “Company”),
New Mountain Partners III Cayman (AIV-B), L.P., a Cayman Islands limited partnership (“AIV-B”), New Mountain Partners III
(AIV-E2), L.P., a Delaware limited partnership (“AIV-E2”), New Mountain Partners III (AIV-E1), L.P., a Delaware
limited partnership (“AIV-E1”), J.T. Baker Investments, Inc., a Delaware corporation (“JTB”, and together with AIV-B, AIV-E2 and AIV-E1, “New Mountain”), NuSil, LLC, a California limited liability company (“NuSil LLC”), NuSil 2.0 LLC, a Delaware limited
liability company (“NuSil 2.0” and together with NuSil LLC, “NuSil”), Broad Street Principal Investments, L.L.C., a Delaware limited liability company and each of the other stockholders of the Company party hereto
(each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Stockholders Agreement (as defined below). 

RECITALS 
 WHEREAS, the
Company and the Stockholders entered into that certain Stockholders Agreement effective as of November 21, 2017 (the “Stockholders Agreement”); 

WHEREAS, the Company, New Mountain and the other Stockholders party hereto comprise the requisite Stockholders necessary to amend the
Stockholders Agreement pursuant to Section 8.2 of the Stockholders Agreement and desire to make certain amendments to the Stockholders Agreement pursuant to this Amendment. 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree that the Stockholders Agreement is hereby amended as follows: 

1.    Amendments. 
  

	 	a.	 Definitions. The definition of “Permitted Transferee” under Section 1 of
the Stockholders Agreement is hereby amended to include the provision below to follow the last sentence thereof: 


  

	 	    	 “Solely with respect to Harvest Investment Corporation (“Harvest”), the definition
of Permitted Transferee shall also include a Person that is the Chinese government or any of its governmental agencies or bodies, or any Person that is directly or indirectly controlled thereby.” 



 

	 	b.	 New Definitions. The following new definitions are hereby inserted to Section 1.1 of the
Stockholders Agreement, following the alphabetical order in such section. 


  

	 	    	 “Harvest” has the meaning assigned to such term in the definition of “Permitted
Transferee.” 



  
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	 	c.	 Voting. Subclause (z) of Section 2.2(c) is hereby amended and restated in its entirety
as follows: 


  

	 	    	 “(z) each Director designated by the holders of Common Stock shall be deemed for purposes of this
Section 2.2(c) to be designated solely by the Stockholder, or by each member of the Group of Stockholders (and the Affiliates thereof), that holds a majority of the Common Stock.” 



 

	 	d.	 Transfer Restrictions. Section 8.1(a)(ii) of the Stockholders Agreement is hereby amended to
add “3.1(e), 3.1(d)(i), 3.1(d)(iii), 3.1(h),” after the word Sections. 



2.    Full Force and Effect. Except as otherwise amended by this Amendment, the Stockholders Agreement remains
in full force and effect. 
 3.    Governing Law. 

 

	 	a.	 This Amendment and all questions relating to the interpretation or enforcement of this Amendment will be
governed by and construed in accordance with the Laws of the State of Delaware without regard to the Laws of the State of Delaware or any other jurisdiction that would call for the application of the substantive Laws of any jurisdiction other than
Delaware. 


  

	 	b.	 In the event that there is a dispute arising out of or in connection with this Amendment (including a dispute
regarding the existence, validity or termination of this Amendment or the consequences of its nullity), it shall be resolved in accordance with the provisions of Section 8.6 of the Stockholders Agreement, as amended. 



4.    Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original
and all of which shall constitute one and the same instrument. The exchange of a fully executed Amendment (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and
provisions of this Amendment. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment
Effective Date. 
  

			
	 VAIL HOLDCO
CORP



 
			
		
	 By: 
	 	 /s/ Scott Baker





			
	Name: Scott Baker
	Title: Vice President and Assistant Secretary


 [SIGNATURE PAGE TO AMENDMENT TO STOCKHOLDERS AGREEMENT] 












 
			
	 NEW MOUNTAIN PARTNERS III
 CAYMAN (AIV-B), L.P.
  
 By: NEW MOUNTAIN INVESTMENTS
III
 (CAYMAN), L.P., its general partner
  

By: NMI III (CAYMAN) GP, LTD., its
 general partner

		
	By:	 	 /s/ Steven B. Klinsky

	Name: Steven B. Klinsky
	Title: Director
	
	 NEW MOUNTAIN PARTNERS III
 CAYMAN (AIV-E2), L.P.
  
 By: NEW MOUNTAIN INVESTMENTS
III,
 L.L.C., its general partner

		
	By:	 	 /s/ Steven B. Klinsky

	Name: Steven B. Klinsky
	Title: Managing Member
	
	 NEW MOUNTAIN PARTNERS III
 CAYMAN (AIV-E1), L.P.
  
 By: NEW MOUNTAIN INVESTMENTS
III,
 L.L.C., its general partner

		
	By:	 	 /s/ Steven B. Klinsky

	Name: Steven B. Klinsky
	Title: Managing Member


 [SIGNATURE PAGE TO AMENDMENT TO STOCKHOLDERS AGREEMENT] 












 
			
	 NEW MOUNTAIN PARTNERS III CAYMAN (AIV-B), L.P., pursuant to Section 7.3 of the
Stockholders Agreement, as power of attorney, for the Stockholders set forth in Exhibit B hereto
  

By: NEW MOUNTAIN INVESTMENTS III (CAYMAN), L.P., its general partner
  

By: NMI III (CAYMAN) GP, LTD., its general partner

		
	 By:
	 	 /s/ Steven B. Klinsky

	 Name: Steven B. Klinsky

	 Title: Director

	
	 J.T. BANKER INVESTMENTS, INC.

		
	 By:
	 	 /s/ Andre Moura

	 Name: Andre Moura

	 Title: Vice President



 [SIGNATURE PAGE TO AMENDMENT TO STOCKHOLDERS AGREEMENT] 













			
	 BROAD STREET PRINCIPAL
 INVESTMENTS,
L.L.C.

		
	By:	 	 /s/ Andrew Rhee

	Name: Andrew Rhee
	Title: Vice President
	
	GALVAUDE PRIVATE INVESTMENTS INC.
		
	By:	 	 /s/ Guthrie Stewart

	Name: Guthrie Stewart
	Title: Authorized Signatory
		
	By:	 	 /s/ Selin Bastin

	Name: Selin Bastin
	Title: Authorized Signatory

 [SIGNATURE PAGE TO AMENDMENT TO STOCKHOLDERS AGREEMENT]