Common use of Composition of the Board Clause in Contracts

Composition of the Board. From and after the effectiveness of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including calling special board and stockholder meetings), so that: (i) the authorized number of directors on the Company’s Board shall be established at seven directors or such other number of directors as the Board may determine in accordance with the Charter; (ii) the following persons shall be elected to the Board: (a) Five persons designated by the holders of a majority of the Class B Common Stock then outstanding, four of whom shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Winter ▇▇▇▇▇▇, and the fifth of whom shall be designated by the holders of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectively, the “Class B Directors”); (b) for so long as the Majority Oaktree Holders have not ceased to exist, one person designated by the Majority Oaktree Holders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇ (the “Oaktree Director”); and (c) for so long as the Deciding Tinicum Holders have not ceased to exist, one person designated by the Deciding Tinicum Holders, who shall initially be ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ (the “Tinicum Director”); (iii) in the event that any person designated as a director pursuant to any of the foregoing subparagraphs of Section 7A(ii) for any reason ceases to serve as a member of the Board during such person’s term of office (it being understood that ▇▇▇▇▇ ▇▇▇▇▇ shall continue to be the Oaktree Director so long as he is affiliated with Oaktree), the resulting vacancy shall be filled by the Person(s) then entitled to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of a majority of the Class B Common Stock outstanding at such time, which approval shall not be unreasonably withheld or delayed; and (iv) unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities of the Company are then listed following an IPO, each committee of the Board shall include the Oaktree Director and the Tinicum Director; provided, however, that the Class B Directors shall at all times constitute a majority of the members of each committee of the Board.

Composition of the Board. From and after (a) Subject to Section 7.6, the effectiveness total number of this Agreement and until members that comprise the provisions Board shall be established by the Board from time to time. The Board shall be initially comprised of this Section 7 five (other than the provisions of Section 7G5) cease to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including calling special board and stockholder meetings), so thatManagers: (i) the authorized number of directors on the Company’s Board shall be established at seven directors or such other number of directors as the Board may determine in accordance with the Charter; three (ii3) the following persons shall be elected to the Board: (a) Five persons designated by the holders of a majority of WHP Holder (the Class B Common Stock then outstanding“WHP Managers”), four of whom who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Winter ▇▇▇▇▇▇, and the fifth of whom shall be designated by the holders of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectively, the “Class B Directors”); (b) for so long as the Majority Oaktree Holders have not ceased to exist, one person designated by the Majority Oaktree Holders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇ (the “Oaktree Director”); and (cii) for so long as the Deciding Tinicum Holders have not ceased to exist, one person two (2) persons designated by the Deciding Tinicum HoldersExpress Holder (the “Express Managers”), who shall initially be ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ (the “Tinicum Director”);and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. (iiib) in Each Manager shall be entitled to cast one (1) vote with respect to each matter brought before the Board (or any committee of the Board) for a vote. (c) Any committees of the Board or the board of managers (or equivalent) of each of the Company’s Subsidiaries shall be created only upon the approval of the Board, and the composition of each such committee shall be determined by the Board; provided that each such committee shall include at least (1) Express Manager. (d) In the event that any person designated as Express Manager is unable to attend a director meeting of the Board for any reason, such Express Manager hereby authorizes the other Express Manager to act for such absent Express Manager by proxy and grants him or her the right to vote on, consent to or otherwise participate in any act of the Board. In the event that any WHP Manager is unable to attend a meeting of the Board for any reason, such WHP Manager hereby authorizes the other WHP Managers to act for such absent WHP Manager by proxy and grants them (pro rata) the right to vote on, consent to or otherwise participate in any act of the Board. Notwithstanding anything to the contrary herein, such proxy shall also be effective for purposes of establishing a quorum pursuant to Section 7.3(b). (e) Any Member shall be removed from the Board or any committee thereof with cause or at the written request of the foregoing subparagraphs of Section 7A(iiMember(s) for that have the right to designate such Manager hereunder, but only upon such written request and under no other circumstances. If any reason Manager designated hereunder ceases to serve as a member of the Board during such person’s his or her term of office (it being understood that ▇▇▇▇▇ ▇▇▇▇▇ shall continue to be the Oaktree Director so long as he is affiliated with Oaktree)office, then the resulting vacancy on the Board shall be filled by a representative designated by the Person(sMember(s) then entitled that have the right to designate such director pursuant the Manager who ceases to such subparagraph serve. (f) The Company shall reimburse, upon presentation of Section 7A(ii); provided that appropriate substantiating documentation and in accordance with any Person nominated as the Oaktree Director must be approved policies from time to time established by the holders of a majority Company, all reasonable out-of-pocket expenses incurred by any member of the Class B Common Stock outstanding at such time, which approval shall Board who is not be unreasonably withheld or delayed; and (iv) unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities an employee of the Company are then listed following an IPO, each or its Subsidiaries in connection with the performance of his or her duties as a member thereof (including his or her attendance at any meeting of the Board or any committee thereof). No member of the Board shall include be entitled to receive any cash compensation for his or her services on the Oaktree Director and Board (other than expense reimbursement pursuant to the Tinicum Director; providedimmediately foregoing sentence). (g) If any party fails to designate a representative to fill a Manager position pursuant to the terms of this Section 7.2, however, that the Class B Directors such position shall at all times constitute remain vacant until such party exercises its right to designate a majority of the members of each committee of the BoardManager hereunder.

Composition of the Board. From and (a) The parties hereto agree that each of the following events (the occurrence of each of which shall be mutually conditioned upon the occurrence of the others) shall occur or become effective immediately after the effectiveness of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including calling special board and stockholder meetings), so thatEffective Time: (i) two of the authorized number five representatives of directors MSI on the Company’s Board shall be established at seven directors or such other number of directors as (including the MSI representative appointed to the Board may determine in accordance connection with the Charterclosing of the sale of the Company's 7 3/4% convertible preferred stock (the "Company Preferred Stock"), but excluding the Liberty Nominees), shall ----------------------- resign; (ii) the following persons Board shall be elected adopt resolutions reducing the size of the Board to eight and filling the Board: (a) Five persons designated remaining vacancy on the Board created by the holders of resignations described in clause (i) above with a majority of the Class B Common Stock then outstanding, four of whom shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Winter ▇▇▇▇▇▇, and the fifth of whom shall be designated by the holders of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectively, the “Class B Directors”); (b) for so long as the Majority Oaktree Holders have not ceased to exist, one person designated by the Majority Oaktree Holders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇ (the “Oaktree Director”); and (c) for so long as the Deciding Tinicum Holders have not ceased to exist, one person designated by the Deciding Tinicum Holders, who shall initially be ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ (the “Tinicum Director”)Telcom Designee; (iii) in the event that any person designated as a director pursuant to any of the foregoing subparagraphs of Section 7A(ii) for any reason ceases to serve as a member of the Board during such person’s term of office (it being understood that ▇▇▇▇▇ ▇▇▇▇▇ shall continue to be the Oaktree Director so long as he is affiliated with Oaktree), the resulting vacancy shall be filled by the Person(s) then entitled to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of a majority all of the Class B B-Series 1 Common Stock outstanding at such time, which approval shall not be unreasonably withheld or delayedof the Company will convert into Class A Common Stock of the Company; (iv) MSI will become a party to this Agreement; and (ivv) unless otherwise prohibited by applicable Law or regulations Telcom, on behalf of a national securities exchange on which equity securities itself and DSC, will waive compliance with Section 2(c)(i) of the Company are then listed following an IPORegistration Rights Agreement. (b) The parties hereto agree to take and cause their respective Affiliates and designated representatives on the Board to take all action within its or their collective control and power necessary to ensure that, each committee if the Effective Time occurs, the events described in Section 2(a) above occur immediately thereafter. Without limiting the generality of the Board shall include foregoing, Liberty Media covenants and agrees to cause MSI to become a party hereto at the Oaktree Director Effective Time by executing and delivering a counterpart of this Stockholders Agreement to the Tinicum Director; providedother parties. (c) Telcom hereby acknowledges and agrees, howeveron behalf of itself and DSC, that the Class B Directors shall at all times constitute a majority occurrence of the members events contemplated by Section 2(a) of each committee this Stockholders Agreement will satisfy the requirements of Section 2 of the BoardRegistration Rights Agreement, as such requirements relate to the transactions contemplated by the Merger Agreement.

Composition of the Board. From The Company shall be managed subject to the overall direction and supervision of its Board of Directors (the “Board”). The parties shall take all necessary actions as may be required under applicable law (including voting all Shares and executing written resolutions of shareholders) to cause the Board, effective from and after the effectiveness date of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease Agreement, to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings)have, and the Company parties shall take all reasonably necessary or desirable actions within its control refrain from taking any action (including calling special board voting any Shares or executing any written consents of shareholders) that would cause the Board, effective from and stockholder meetings)after the date of this Agreement, so that: (i) the authorized number of directors on the Company’s Board shall be established at seven directors or such other number of directors as the Board may determine in accordance with the Charter; (ii) not to have, the following persons shall be elected to size and composition (the Board:“Board Composition”): (a) Five persons designated The Board shall consist of no fewer than eleven directors and shall include (i) no fewer than six directors nominated for election by the holders of a majority of the Class B Common Stock then outstanding, four of whom FPC Shareholders (which individuals shall initially be S▇▇▇ ▇. ▇▇▇, W. D▇▇▇▇▇ ▇▇▇▇▇, III, T▇▇▇ ▇. ▇▇▇▇▇▇▇, A▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇) (the “FPC Shareholder Nominees”), ▇(ii) for so long as the Trusts together with any Trust Affiliate Transferees, in the aggregate, beneficially own 5% of the outstanding Shares, one director nominated by the Trusts (which individual shall initially be R▇▇▇▇▇▇ ▇. ▇▇▇▇, III) (the “Trusts’ Nominee”) and (iii) a sufficient number of “independent directors” (within the meaning of Rule 4200 of the Nasdaq Rules) such that the Board complies with Rule 4350(c) of the Nasdaq Rules (which individuals shall initially include E▇▇▇▇▇ and Winter ▇. ▇▇▇▇▇▇, and the fifth of whom shall be designated by the holders of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectively, the “Class B Directors”);. (b) for so long as The FPC Shareholders may at any time cause any FPC Shareholder Nominee to be removed from the Majority Oaktree Holders have not ceased Board with or without cause at their sole discretion, and the Trusts may at any time cause the Trusts’ Nominee to exist, one person designated by be removed from the Majority Oaktree Holders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇ (the “Oaktree Director”); andBoard with or without cause at their sole discretion. (c) for so long as If a vacancy on the Deciding Tinicum Holders have not ceased to exist, one person designated by the Deciding Tinicum Holders, who shall initially be ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ (the “Tinicum Director”); (iii) in the event that Board occurs at any person designated time as a director pursuant to any result of the foregoing subparagraphs death, disability, resignation, retirement or removal of Section 7A(ii) for any reason ceases to serve as a member of the Board during such person’s term of office (it being understood that ▇▇▇▇▇ ▇▇▇▇▇ shall continue to be the Oaktree Director so long as he is affiliated with Oaktree)director, the resulting party or parties nominating the director whose death, disability, resignation, retirement or removal caused such vacancy shall be filled by have the Person(s) then entitled right to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of nominate for election or appointment a majority of the Class B Common Stock outstanding at such time, which approval shall not be unreasonably withheld or delayed; and (iv) unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities of the Company are then listed following an IPO, each committee of the Board shall include the Oaktree Director and the Tinicum Directorreplacement director; provided, however, that that, in the Class B Directors shall at all times constitute a majority case of the members Trusts’ Nominee, such nominee shall be reasonably satisfactory to the FPC Shareholders (it being acknowledged and agreed that any executive officer, director or partner of each committee The AMC Group, L.P. or American Manufacturing Corporation or any respective successor entity shall be reasonably acceptable to the FPC Shareholders and any nominee’s lack of applicable experience shall not be reasonable grounds for the FPC Shareholders to object to such nominee). Following notice from such party to the Company of its nomination of a replacement director, the Board shall not conduct any business until such nominee has been elected or appointed to the Board.

Composition of the Board. From The Company shall be managed subject to the overall direction and supervision of its Board of Directors (the "Board"). The parties shall take all necessary actions as may be required under applicable law (including voting all Shares and executing written resolutions of shareholders) to cause the Board, effective from and after the effectiveness date of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease Agreement, to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings)have, and the Company parties shall take all reasonably necessary or desirable actions within its control refrain from taking any action (including calling special board voting any Shares or executing any written consents of shareholders) that would cause the Board, effective from and stockholder meetings)after the date of this Agreement, so that: (i) the authorized number of directors on the Company’s Board shall be established at seven directors or such other number of directors as the Board may determine in accordance with the Charter; (ii) not to have, the following persons shall be elected to size and composition (the Board:"Board Composition"): (a) Five persons designated The Board shall consist of no fewer than eleven directors and shall include (i) no fewer than six directors nominated for election by the holders of a majority of the Class B Common Stock then outstanding, four of whom FPC Shareholders (which individuals shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Saul A. Fox, ▇▇▇▇ ▇▇▇▇▇▇▇▇W. Dexter Paine, III, Troy W. Thacker, Angelos Dassios, ▇▇▇▇▇▇▇ ▇. McDon▇▇▇▇ and Winter ▇▇▇ ▇▇▇n Hendr▇▇▇▇▇▇, and the fifth of whom shall be designated by the holders of a majority of the Class B Common Stock then outstanding on a future date determined by such holders ) (collectively, the “Class B Directors”); (b) for so long as the Majority Oaktree Holders have not ceased to exist, one person designated by the Majority Oaktree Holders, who shall initially be ▇▇▇ "▇PC ▇▇▇▇▇ ▇▇▇▇▇ (the “Oaktree Director”); and (c) for so long as the Deciding Tinicum Holders have not ceased to exist, one person designated by the Deciding Tinicum Holders, who shall initially be ▇▇▇▇▇▇▇ ▇’▇mi▇▇▇▇"), (▇▇) ▇▇▇ (the “Tinicum Director”); (iii) in the event that any person designated as a director pursuant to any of the foregoing subparagraphs of Section 7A(ii) for any reason ceases to serve as a member of the Board during such person’s term of office (it being understood that ▇▇ long ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇gether with any Trust Affiliate Transferees, in the aggregate, beneficially own 5% of the outstanding Shares, one director nominated by the Trusts (which individual shall initially be Russell C. Ball, III) (the "Trusts' Nominee") and (iii) a sufficient ▇▇▇▇▇▇ ▇▇ "▇▇▇▇pendent directors" (within the meaning of Rule 4200 of the Nasdaq Rules) such that the Board complies with Rule 4350(c) of the Nasdaq Rules (which individuals shall continue initially include Edward J. Noonan). (b) The FPC Shareholders may at any time ca▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇eholder Nominee to be removed from the Oaktree Director so long Board with or without cause at their sole discretion, and the Trusts may at any time cause the Trusts' Nominee to be removed from the Board with or without cause at their sole discretion. (c) If a vacancy on the Board occurs at any time as he is affiliated with Oaktree)a result of the death, disability, resignation, retirement or removal of any director, the resulting party or parties nominating the director whose death, disability, resignation, retirement or removal caused such vacancy shall be filled by have the Person(s) then entitled right to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of nominate for election or appointment a majority of the Class B Common Stock outstanding at such time, which approval shall not be unreasonably withheld or delayed; and (iv) unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities of the Company are then listed following an IPO, each committee of the Board shall include the Oaktree Director and the Tinicum Directorreplacement director; provided, however, that that, in the Class B Directors shall at all times constitute a majority case of the members Trusts' Nominee, such nominee shall be reasonably satisfactory to the FPC Shareholders (it being acknowledged and agreed that any executive officer, director or partner of each committee The AMC Group, L.P. or American Manufacturing Corporation or any respective successor entity shall be reasonably acceptable to the FPC Shareholders and any nominee's lack of applicable experience shall not be reasonable grounds for the FPC Shareholders to object to such nominee). Following notice from such party to the Company of its nomination of a replacement director, the Board shall not conduct any business until such nominee has been elected or appointed to the Board.

Composition of the Board. From and (a) The parties hereto agree that each of the following events (the occurrence of each of which shall be mutually conditioned upon the occurrence of the others) shall occur or become effective immediately after the effectiveness of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including calling special board and stockholder meetings), so thatEffective Time: (i) two of the authorized number five representatives of directors MSI on the Company’s Board shall be established at seven directors or such other number of directors as (including the MSI representative appointed to the Board may determine in accordance connection with the Charterclosing of the sale of the Company's 7 3/4% convertible preferred stock (the "Company Preferred Stock"), but excluding the Liberty Nominees), shall resign; (ii) the following persons Board shall be elected adopt resolutions reducing the size of the Board to eight and filling the Board: (a) Five persons designated remaining vacancy on the Board created by the holders of resignations described in clause (i) above with a majority of the Class B Common Stock then outstanding, four of whom shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Winter ▇▇▇▇▇▇, and the fifth of whom shall be designated by the holders of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectively, the “Class B Directors”); (b) for so long as the Majority Oaktree Holders have not ceased to exist, one person designated by the Majority Oaktree Holders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇ (the “Oaktree Director”); and (c) for so long as the Deciding Tinicum Holders have not ceased to exist, one person designated by the Deciding Tinicum Holders, who shall initially be ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ (the “Tinicum Director”)Telcom Designee; (iii) in the event that any person designated as a director pursuant to any of the foregoing subparagraphs of Section 7A(ii) for any reason ceases to serve as a member of the Board during such person’s term of office (it being understood that ▇▇▇▇▇ ▇▇▇▇▇ shall continue to be the Oaktree Director so long as he is affiliated with Oaktree), the resulting vacancy shall be filled by the Person(s) then entitled to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of a majority all of the Class B B-Series 1 Common Stock outstanding at such time, which approval shall not be unreasonably withheld or delayedof the Company will convert into Class A Common Stock of the Company; (iv) MSI will become party to this Agreement; and (ivv) unless otherwise prohibited by applicable Law or regulations Telcom, on behalf of a national securities exchange on which equity securities itself and DSC, will waive compliance with Section 2(c)(i) of the Company are then listed following an IPORegistration Rights Agreement. (b) The parties hereto agree to take and cause their respective Affiliates and designated representatives on the Board to take all action within its or their collective control and power necessary to ensure that, each committee if the Effective Time occurs, the events described in Section 2(a) above occur immediately thereafter. Without limiting the generality of the Board shall include foregoing, Liberty Media covenants and agrees to cause MSI to become a party hereto at the Oaktree Director Effective Time by executing and delivering a counterpart of this Stockholders Agreement to the Tinicum Director; providedother parties. (c) Telcom hereby acknowledges and agrees, howeveron behalf of itself and DSC, that the Class B Directors shall at all times constitute a majority occurrence of the members events contemplated by Section 2(a) of each committee this Stockholders Agreement will satisfy the requirements of Section 2 of the BoardRegistration Rights Agreement, as such requirements relate to the transactions contemplated by the Merger Agreement.

Composition of the Board. From and after the effectiveness of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), The Shareholders and the Company shall take all reasonably necessary or desirable actions within its control Necessary Action to cause the Board of Directors to be comprised of nine (including calling special board 9) directors, (A) two (2) of whom have been designated by TPG, initially C▇▇▇▇▇▇▇▇▇▇ ▇▇▇ and stockholder meetingsN▇▇▇▇▇ ▇▇▇▇▇▇ and thereafter designated pursuant to Section 3.2(c) of this Agreement (each, a “TPG Director”), so that: (B) two (2) of whom have been designated by WLRS, initially W▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. and one additional director selected by WLRS and thereafter pursuant to Section 3.2(d) of this Agreement (each, a “WLRS Director”), provided that (i) subject to the authorized number last sentence of directors on Section 3.2(d), one of the Company’s Board WLRS Directors shall be established at seven directors or such other number of directors as an “independent director” under the Board may determine in accordance with the Charter; NASDAQ listing standards and (ii) the following persons W▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. shall be elected to the Board: (a) Five persons designated by the holders of a majority serve as Chairman of the Class B Common Stock then outstandingBoard for so long as he remains a director, four (C) one (1) of whom shall be the Chief Executive Officer, initially D▇▇▇▇ ▇▇▇▇▇▇▇, and (D) four (4) of whom shall be Unaffiliated Directors immediately following the completion of the Mergers, initially D▇▇ ▇▇▇▇▇, K▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Winter ▇▇▇▇▇▇, and the fifth of whom remaining directors shall be designated by WLRS prior to the holders Closing Date, subject to the consent of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectivelyTPG, the “Class B Directors”);not to be unreasonably withheld conditioned or delayed. (bi) for so long as In the Majority Oaktree Holders have event that the Proposed Charter Amendment to divide the Board of Directors into three classes is not ceased to exist, one person designated by approved in connection with the Majority Oaktree Holders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇ Mergers (the “Oaktree Staggered Board Amendment”), the Shareholders and the Company shall take all Necessary Action to cause the foregoing directors to be divided into the two existing classes of directors, each of which directors shall serve for staggered two-year terms as follows: (A) the class I directors shall include: one (1) TPG Director”, one (1) WLRS Director and two (2) Unaffiliated Directors (one appointed by TPG and one appointed by WLRS); and (cB) for so long as the Deciding Tinicum Holders have not ceased to existclass II directors shall include: one (1) TPG Director, one person designated (1) WLRS Director, the Chief Executive Officer and two (2) Unaffiliated Directors (one appointed by TPG and one appointed by WLRS). (ii) In the Deciding Tinicum Holdersevent that the Staggered Board Amendment is approved in connection with the Mergers or at a subsequent shareholder meeting called in accordance with Section 3.2(a), who upon the effectiveness of the Staggered Board Amendment, the Shareholders and the Company shall initially take all Necessary Action to cause the foregoing directors to be ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ divided into three classes of directors, each of which directors shall serve for staggered three year-terms as follows: (A) the “Tinicum class I directors shall include: one (1) TPG Director”), one (1) Unaffiliated Director and the Chief Executive Officer; (iiiB) in the event that any person designated as a director pursuant to any of the foregoing subparagraphs of Section 7A(iiclass II directors shall include: one (1) for any reason ceases to serve as a member of the Board during such person’s term of office TPG Director, one (it being understood that ▇▇▇▇▇ ▇▇▇▇▇ shall continue to be the Oaktree 1) WLRS Director so long as he is affiliated with Oaktree), the resulting vacancy shall be filled by the Person(sand one (1) then entitled to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of a majority of the Class B Common Stock outstanding at such time, which approval shall not be unreasonably withheld or delayedUnaffiliated Director; and (ivC) unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities the class III directors shall include: one (1) WLRS Director and two (2) Unaffiliated Directors. The initial term of the Company class I directors shall expire immediately following the Company’s 2016 annual meeting of stockholders at which directors are then listed following an IPO, each committee elected. The initial term of the Board class II directors shall include expire immediately following the Oaktree Director and the Tinicum Director; provided, however, that the Class B Directors shall Company’s 2017 annual meeting of stockholders at all times constitute a majority which directors are elected. The initial term of the members of each committee of class III directors, if any, shall expire immediately following the BoardCompany’s 2018 annual meeting at which directors are elected.

Composition of the Board. From and after the effectiveness of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), The Shareholders and the Company shall take all reasonably necessary or desirable actions within its control Necessary Action to cause the Board of Directors to be comprised of nine (including calling special board 9) directors, (A) two (2) of whom have been designated by TPG, initially ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ and stockholder meetings▇▇▇▇▇▇ ▇▇▇▇▇▇ and thereafter designated pursuant to Section 3.2(c) of this Agreement (each, a “TPG Director”), so that: (B) two (2) of whom have been designated by WLRS, initially ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. and one additional director selected by WLRS and thereafter pursuant to Section 3.2(d) of this Agreement (each, a “WLRS Director”), provided that (i) subject to the authorized number last sentence of directors on Section 3.2(d), one of the Company’s Board WLRS Directors shall be established at seven directors or such other number of directors as an “independent director” under the Board may determine in accordance with the Charter; NASDAQ listing standards and (ii) the following persons ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. shall be elected to the Board: (a) Five persons designated by the holders of a majority serve as Chairman of the Class B Common Stock then outstandingBoard for so long as he remains a director, four (C) one (1) of whom shall be the Chief Executive Officer, initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇and (D) four (4) of whom shall be Unaffiliated Directors immediately following the completion of the Mergers, initially ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Winter ▇▇▇▇▇▇, and the fifth of whom remaining directors shall be designated by WLRS prior to the holders Closing Date, subject to the consent of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectivelyTPG, the “Class B Directors”);not to be unreasonably withheld conditioned or delayed. (bi) for so long as In the Majority Oaktree Holders have event that the Proposed Charter Amendment to divide the Board of Directors into three classes is not ceased to exist, one person designated by approved in connection with the Majority Oaktree Holders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇ Mergers (the “Oaktree Staggered Board Amendment”), the Shareholders and the Company shall take all Necessary Action to cause the foregoing directors to be divided into the two existing classes of directors, each of which directors shall serve for staggered two-year terms as follows: (A) the class I directors shall include: one (1) TPG Director”, one (1) WLRS Director and two (2) Unaffiliated Directors (one appointed by TPG and one appointed by WLRS); and (cB) for so long as the Deciding Tinicum Holders have not ceased to existclass II directors shall include: one (1) TPG Director, one person designated (1) WLRS Director, the Chief Executive Officer and two (2) Unaffiliated Directors (one appointed by TPG and one appointed by WLRS). (ii) In the Deciding Tinicum Holdersevent that the Staggered Board Amendment is approved in connection with the Mergers or at a subsequent shareholder meeting called in accordance with Section 3.2(a), who upon the effectiveness of the Staggered Board Amendment, the Shareholders and the Company shall initially take all Necessary Action to cause the foregoing directors to be ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ divided into three classes of directors, each of which directors shall serve for staggered three year-terms as follows: (A) the “Tinicum class I directors shall include: one (1) TPG Director”), one (1) Unaffiliated Director and the Chief Executive Officer; (iiiB) in the event that any person designated as a director pursuant to any of the foregoing subparagraphs of Section 7A(iiclass II directors shall include: one (1) for any reason ceases to serve as a member of the Board during such person’s term of office TPG Director, one (it being understood that ▇▇▇▇▇ ▇▇▇▇▇ shall continue to be the Oaktree 1) WLRS Director so long as he is affiliated with Oaktree), the resulting vacancy shall be filled by the Person(sand one (1) then entitled to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of a majority of the Class B Common Stock outstanding at such time, which approval shall not be unreasonably withheld or delayedUnaffiliated Director; and (ivC) unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities the class III directors shall include: one (1) WLRS Director and two (2) Unaffiliated Directors. The initial term of the Company class I directors shall expire immediately following the Company’s 2016 annual meeting of stockholders at which directors are then listed following an IPO, each committee elected. The initial term of the Board class II directors shall include expire immediately following the Oaktree Director and the Tinicum Director; provided, however, that the Class B Directors shall Company’s 2017 annual meeting of stockholders at all times constitute a majority which directors are elected. The initial term of the members of each committee of class III directors, if any, shall expire immediately following the BoardCompany’s 2018 annual meeting at which directors are elected.

Composition of the Board. From and (a) The parties hereto agree that each of the following events (the occurrence of each of which shall be mutually conditioned upon the occurrence of the others) shall occur or become effective immediately after the effectiveness of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including calling special board and stockholder meetings), so thatEffective Time: (i) two of the authorized number five representatives of directors MSI on the Company’s Board shall be established at seven directors or such other number of directors as (including the MSI representative appointed to the Board may determine in accordance connection with the Charter;closing of the sale of the Company's 7 3/4% convertible preferred stock (the "Company Preferred ----------------- Stock"), but excluding the Liberty Nominees), shall resign; ----- (ii) the following persons Board shall be elected adopt resolutions reducing the size of the Board to eight and filling the Board: (a) Five persons designated remaining vacancy on the Board created by the holders of resignations described in clause (i) above with a majority of the Class B Common Stock then outstanding, four of whom shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Winter ▇▇▇▇▇▇, and the fifth of whom shall be designated by the holders of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectively, the “Class B Directors”); (b) for so long as the Majority Oaktree Holders have not ceased to exist, one person designated by the Majority Oaktree Holders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇ (the “Oaktree Director”); and (c) for so long as the Deciding Tinicum Holders have not ceased to exist, one person designated by the Deciding Tinicum Holders, who shall initially be ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ (the “Tinicum Director”)Telcom Designee; (iii) in the event that any person designated as a director pursuant to any of the foregoing subparagraphs of Section 7A(ii) for any reason ceases to serve as a member of the Board during such person’s term of office (it being understood that ▇▇▇▇▇ ▇▇▇▇▇ shall continue to be the Oaktree Director so long as he is affiliated with Oaktree), the resulting vacancy shall be filled by the Person(s) then entitled to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of a majority all of the Class B B-Series 1 Common Stock outstanding at such time, which approval shall not be unreasonably withheld or delayedof the Company will convert into Class A Common Stock of the Company; (iv) MSI will become a party to this Agreement; and (ivv) unless otherwise prohibited by applicable Law or regulations Telcom, on behalf of a national securities exchange on which equity securities itself and DSC, will waive compliance with Section 2(c)(i) of the Company are then listed following an IPORegistration Rights Agreement. (b) The parties hereto agree to take and cause their respective Affiliates and designated representatives on the Board to take all action within its or their collective control and power necessary to ensure that, each committee if the Effective Time occurs, the events described in Section 2(a) above occur immediately thereafter. Without limiting the generality of the Board shall include foregoing, Liberty Media covenants and agrees to cause MSI to become a party hereto at the Oaktree Director Effective Time by executing and delivering a counterpart of this Stockholders Agreement to the Tinicum Director; providedother parties. (c) Telcom hereby acknowledges and agrees, howeveron behalf of itself and DSC, that the Class B Directors shall at all times constitute a majority occurrence of the members events contemplated by Section 2(a) of each committee this Stockholders Agreement will satisfy the requirements of Section 2 of the BoardRegistration Rights Agreement, as such requirements relate to the transactions contemplated by the Merger Agreement.