Common use of Composition of Initial Board Clause in Contracts

Composition of Initial Board. As of the Effective Date, the Board of Directors shall be comprised of nine Directors, (i) three of whom shall be deemed to have been designated by the Essex Stockholders (the “Essex Directors”), (ii) two of whom shall be deemed to have been designated by the S+N Stockholders (each, a “S+N Director”), (iii) one of whom shall be the Company’s Chief Executive Officer and (iv) three of whom shall meet the requirements for an “independent director” under the rules applicable to The Nasdaq Global Market exchange and be deemed to have been designated by the Board of Directors (the “Independent Directors”). The initial Chairperson of the Board of Directors shall be Xxxxxxx X. Xxxxxxx III. The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows: (i) the class I directors shall initially include two Essex Directors and one Independent Director; (ii) the class II directors shall initially include one S+N Director and two Independent Directors; and (iii) the class III directors shall initially include one S+N Director, one Essex Director and the Company’s Chief Executive Officer. The initial term of the class I directors shall expire at the first annual meeting of stockholders following the initial registration of the Class A Common Stock pursuant to the Exchange Act. The initial term of the class II directors shall expire at the second annual meeting of stockholders following such registration. The initial term of the class III directors shall expire at the third annual meeting of stockholders following such registration. The original Essex Stockholder Designees, the S+N Stockholder Designees and the Independent Director designees are set forth on Schedule 3 attached hereto.

Composition of Initial Board. As of the Effective DatePrior to Closing, the Company and the Stockholders shall take all Necessary Action within their control to cause the Board of Directors shall to be comprised of nine Directorsseven (7) directors, (i) three two (2) of whom shall be deemed to have been designated by the Essex Stockholders (the “Essex Directors”), (ii) two of whom shall be deemed to have been designated by the S+N Stockholders TPG (each, a “S+N TPG Director”); (ii) one (1) of whom shall be designated by Intel (an “Intel Director”), (iii) one (1) of whom shall be the Company’s Chief Executive Officer Officer; and (iv) three (3) of whom shall meet the requirements for an “independent director” under the rules applicable to The Nasdaq Global Market exchange and be deemed to have been individuals designated by TPG, each of whom must qualify as an Independent Director of the Board of Directors Company (the each, a “Independent DirectorsTPG Unaffiliated Director”). The initial Chairperson Further, subject to Section 3.1(b) and (c), each of TPG and Intel shall have the Board of Directors right to designate one additional TPG Director and Intel Director, respectively, and the Company and the Stockholders shall take all Necessary Action within their control to cause such director designees to be Xxxxxxx X. Xxxxxxx IIIelected to the Board. The foregoing directors shall be divided into three (3) classes of directors, each of whose members shall serve for staggered three-year terms as follows: (i1) the class I directors shall initially include two Essex Directors one (1) TPG Director, one (1) TPG Unaffiliated Director and one Independent (1) Intel Director; (ii2) the class II directors shall initially include one S+N (1) TPG Director, one (1) Intel Director and two Independent Directorsone (1) TPG Unaffiliated Director; and (iii3) the class III directors shall initially include one S+N Director, one Essex Director and the Company’s Chief Executive Officer, one (1) TPG Unaffiliated Director and one (1) TPG Director. The initial term of the class I directors shall expire at immediately following the Company’s first annual meeting of stockholders at which directors are elected following the initial registration completion of the Class A Common Stock pursuant to the Exchange ActIPO. The initial term of the class II directors shall expire at immediately following the Company’s second annual meeting of stockholders at which directors are elected following such registrationthe completion of the IPO. The initial term of the class III directors shall expire at immediately following the Company’s third annual meeting at which directors are elected following the completion of stockholders following such registration. The original Essex Stockholder Designees, the S+N Stockholder Designees and the Independent Director designees are set forth on Schedule 3 attached heretoIPO.

Composition of Initial Board. As of the Effective DatePrior to Closing, the Company and the Stockholders shall take all Necessary Action to cause the Board of Directors shall to be comprised of nine Directorsdirectors, (i) three two of whom shall be deemed to have been designated by the Essex Stockholders WTM Investor (the each, a “Essex DirectorsWTM Director”), (ii) two of whom shall be deemed to have been designated by the S+N Stockholders Insignia Investor (each, a an “S+N Insignia Director”), (iii) one two of whom shall be designated jointly by the Company’s Chief Executive Officer Founder Investor (each, a “Founder Director”) and (iv) three of whom shall meet be a director who meets the requirements for independence criteria set forth in Rule 10A-3 under the Exchange Act (each, an “independent director” under the rules applicable to The Nasdaq Global Market exchange and be deemed to have been designated by the Board of Directors (the “Independent DirectorsUnaffiliated Director”). The initial Chairperson of the Board of Directors shall be Xxxxxxx X. Xxxxxxx III. The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows: (i1) the class I directors shall initially include two Essex Directors one WTM Director, one Insignia Director and one Independent Founder Director; (ii2) the class II directors shall initially include one S+N WTM Director, one Insignia Director and two Independent Directorsone Founder Director; and (iii3) the class III directors shall initially include one S+N Director, one Essex Director and each of the Company’s Chief Executive Officerthree Unaffiliated Directors. The initial term of the class I directors shall expire at immediately following the Company’s first annual meeting of stockholders at which directors are elected following the initial registration completion of the Class A Common Stock pursuant to the Exchange ActIPO. The initial term of the class II directors shall expire at immediately following the Company’s second annual meeting of stockholders at which directors are elected following such registrationthe completion of the IPO. The initial term of the class III directors shall expire at immediately following the Company’s third annual meeting at which directors are elected following the completion of stockholders following such registration. The original Essex Stockholder Designees, the S+N Stockholder Designees and the Independent Director designees are set forth on Schedule 3 attached heretoIPO.

Composition of Initial Board. As of the Effective Date, the Board of Directors shall be comprised of nine Directors, (i) three of whom shall be deemed to have been designated by the Essex Stockholders (the “Essex Directors”), (ii) two of whom shall be deemed to have been designated by the S+N S&N Stockholders (each, a “S+N S&N Director”), (iii) one of whom shall be the Company’s Chief Executive Officer and (iv) three of whom shall meet the requirements for an “independent director” under the rules applicable to The Nasdaq NASDAQ Global Market exchange and be deemed to have been designated by the Board of Directors (the “Independent Directors”). The initial Chairperson Chairman of the Board of Directors shall be Xxxxxxx X. Xxxxxxx III. The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows: (i) the class I directors shall initially include two Essex Directors and one Independent Director; (ii) the class II directors shall initially include one S+N S&N Director and two Independent Directors; and (iii) the class III directors shall initially include one S+N S&N Director, one Essex Director and the Company’s Chief Executive Officer. The initial term of the class I directors shall expire at immediately following the first Company’s 2017 annual meeting of stockholders following the initial registration of the Class A Common Stock pursuant to the Exchange Actat which directors are elected. The initial term of the class II directors shall expire at immediately following the second Company’s 2018 annual meeting of stockholders following such registrationat which directors are elected. The initial term of the class III directors shall expire at immediately following the third Company’s 2019 annual meeting of stockholders following such registrationat which directors are elected. The original Essex Stockholder Designees, the S+N S&N Stockholder Designees and the Independent Director designees are set forth on Schedule 3 attached hereto.

Composition of Initial Board. As Except as provided in the succeeding sentence, each Principal Stockholder agrees to vote, or cause to be voted, all of its Corporation Shares, at any annual or special meeting, by written consent, or otherwise, and will take all Necessary Actions within such Principal Stockholder’s control, and the Effective DateCorporation will take all Necessary Actions within its control, to cause the authorized number of Directors on the Board of Directors to be established and remain at eleven (11). As of the Closing Date, the eleven (11) Directors shall be comprised consist of nine Directors, (i) three of whom shall be six (6) Directors deemed to have been designated by the Essex Principal Stockholders as set forth in Section 2.1(b) below (the each, a “Essex DirectorsPrincipal Stockholder Director”), (ii) two of whom one (1) Director who shall be deemed to have been the Chief Executive Officer (the “Chief Executive Officer”) of the Corporation (for so long as such individual holds such office) and (iii) four (4) Directors who shall be Independent Directors designated by the S+N Principal Stockholders (each, a “S+N Director”), (iiias set forth in Section 2.1(c) one of whom shall be the Company’s Chief Executive Officer and (iv) three of whom shall meet the requirements for an “independent director” under the rules applicable to The Nasdaq Global Market exchange and be deemed to have been designated by the Board of Directors (the “Independent Directors”)below. The initial Chairperson of the Board of Directors shall be Xxxxxxx X. Xxxxxxx III. The foregoing directors shall be divided into three classes of directorsDirectors, each of whose members shall serve for staggered three-year terms as follows: (i) the class Class I directors Directors shall initially include two Essex Directors (2) Principal Stockholder Directors, the Chief Executive Officer and one (1) Independent Director; (ii) the class Class II directors Directors shall initially include one S+N Director two (2) Principal Stockholder Directors and two (2) Independent Directors; and (iii) the class Class III directors Directors shall initially include two (2) Principal Stockholder Directors and one S+N (1) Independent Director, one Essex Director and the Company’s Chief Executive Officer. The initial term of the class Class I directors Directors shall expire at immediately following the first Corporation’s 2016 annual meeting of stockholders following the initial registration of the Class A Common Stock pursuant to the Exchange Actat which Directors are elected. The initial term of the class Class II directors Directors shall expire at immediately following the second Corporation’s 2017 annual meeting of stockholders following such registrationat which Directors are elected. The initial term of the class Class III directors Directors shall expire at immediately following the third Corporation’s 2018 annual meeting of stockholders following such registration. The original Essex Stockholder Designees, the S+N Stockholder Designees and the Independent Director designees at which Directors are set forth on Schedule 3 attached heretoelected.

Composition of Initial Board. As The Company and the Principal Stockholders shall take all Necessary Action within their control to cause, prior to the first annual meeting of the Effective DateCompany’s stockholders, the Board of Directors shall to be comprised of nine Directors(9) directors, (i) three one of whom shall which will be deemed to have been designated by the Essex Stockholders (then current CEO of the “Essex Directors”), Company; (ii) two of whom shall be deemed to have been individuals jointly designated by the S+N Stockholders BSMH Investor and the GGC Investor, each of whom must qualify as an Independent Director and eligible to serve as a member of the Audit Committee (each, a the “S+N DirectorUnaffiliated Directors”), (iii) one three of whom shall be designated by the Company’s Chief Executive Officer GGC Investor (each, a “GGC Director”) and (iv) three of whom shall meet the requirements for an “independent director” under the rules applicable to The Nasdaq Global Market exchange and be deemed to have been designated by the Board of Directors BSMH Investor (the “Independent DirectorsBSMH Director”). The initial Chairperson , at least one of whom must be an Independent Director and eligible to serve as a member of the Board of Directors shall be Xxxxxxx X. Xxxxxxx IIIAudit Committee (the “BSMH Unaffiliated Director”). The foregoing directors shall be divided into three (3) classes of directors, each of whose members shall serve for staggered three-year terms as follows: (i1) the class I directors shall initially include two Essex Directors one (1) GGC Director, one (1) BSMH Director who shall be the BSMH Unaffiliated Director and one Independent (1) Unaffiliated Director; (ii2) the class II directors shall initially include one S+N (1) GGC Director, one (1) Unaffiliated Director and two Independent Directorsone (1) BSMH Director; and (iii3) the class III directors shall initially include one S+N Director, one Essex Director and the Company’s Chief Executive Officer, one (1) BSMH Director and one (1) GGC Director. The initial term of the class I directors shall expire at immediately following the Company’s first annual meeting of stockholders at which directors are elected following the initial registration completion of the Class A Common Stock pursuant to the Exchange ActIPO. The initial term of the class II directors shall expire at immediately following the Company’s second annual meeting of stockholders at which directors are elected following such registrationthe completion of the IPO. The initial term of the class III directors shall expire at immediately following the Company’s third annual meeting at which directors are elected following the completion of stockholders following such registration. The original Essex Stockholder Designees, the S+N Stockholder Designees and the Independent Director designees are set forth on Schedule 3 attached heretoIPO.