Common use of Composition of the Board Clause in Contracts

Composition of the Board. At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At (a) Subject to Section 2.01(b), commencing on the date of this Agreement, the Board shall consist of thirteen directors, comprised as follows: (i) two directors designated by Capital Z/Union Square; (ii) two directors designated by WCAS; (iii) one director designated by Xxx; (iv) one director designated by Perry (the directors referenced in sub-clauses (i), (ii), (iii) and following (iv) of this Section 2.01(a) are sometimes referred to herein each as an “Investor Designee”); (v) one director who shall be the Closingthen current Chief Executive Officer of the Company; and (vi) six additional directors who shall each satisfy the criteria for “independent director” under the rules of the principal stock exchange on which the Common Stock is listed. (b) Going forward, (i) with respect to any Investor that is entitled, pursuant to Section 2.01(a), to designate more than one director, (A) at such time as such Investor, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 50% of the number (the “Start Number”) of shares of Common Stock that such Investor holds on the date of this Agreement, such Investor shall lose the right under this Agreement to designate one of its Investor Designees, and (B) at such time as such Investor, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 25% of such Investor’s Start Number, such Investor shall no longer have a right under this Agreement to designate any Investor Designees, and (ii) with respect to any Investor that is entitled, pursuant to Section 2.01(a), to designate one director, at such time as such Investor, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 50% of such Investor’s Start Number, such Investor shall no longer have a right under this Agreement to designate any Investor Designees. For purposes of the foregoing sentence, shares of Common Stock held by a Person shall include shares issuable directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares held by such Person, and irrespective of the Conversion Limitation. The foregoing calculations shall be appropriately adjusted to take into account any stock reclassification, recapitalization or split, exchange of shares or similar transaction. (c) Each Stockholder agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (d) If, as a result of the death, retirement, resignation or, subject to the other provisions of this Section 2.01, removal, of an Investor Designee there shall exist or occur any vacancy on the Board, the Investor entitled to designate such director pursuant to this Section 2.01 shall have the power to designate a person to fill such vacancy, whereupon each of the Stockholders agrees to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, causing the Company to call a special meeting of stockholders (or effecting a written consent in lieu thereof) and voting all Company Securities that are entitled to vote or execute proxies or written consents to accomplish such result). (e) Directors may resign at any time. An Investor Designee may be removed at any time for any reason or no reason upon the written direction of the Investor that designated such Investor Designee, effective upon the delivery of such written direction. If any Investor entitled to designate any directors request that any of their respective Investor Designees be removed as a director, each of the Partners Stockholders shall vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action, to remove such Investor Designee. Each Stockholder agrees that it shall not vote any of its Company Securities in favor of, or take any other action related to, the removal of any Investor Designee who shall have been designated for election to the Board by an Investor pursuant to this Section 2.01 unless the Investor entitled to designate such director shall have consented to such removal in writing or unless such Investor shall have lost the right to designate such director to the Board pursuant to this Section 2.01. If any Investor’s right to designate directors shall be reduced by one or more directors, such Investor shall, if so requested by any member of the Board, promptly cause a number of Investor Designees designated by such Investor equal to the number by which such right to designate was reduced to resign from the Board. (f) If any person serving as the Chief Executive Officer of the Company (“CEO”) shall cease to be the CEO, then, unless otherwise determined by a majority of the other members of the Board, such former CEO shall cease to be a member of the Board and the Sponsor, severally and not jointly, new CEO shall be appointed as a member of the Board in place of the former CEO. (g) The Company agrees to takecause each individual designated for director pursuant to this Section 2.01 to be nominated, by all necessary and appropriate action, to serve as a director on the Board (including, to the extent required, by the Nominating Committee of the Board recommending that such designees be included in each slate of director nominees and by the Board presenting such slate for so long election to the Board) and to take all other actions as may be necessary to ensure that the composition of the Board is as set forth in this Section 2.01. (h) To the extent permitted by applicable law and the rules of the principal stock exchange on which the Common Stock is listed, each Investor with an Investor Designee serving on the Board shall be entitled to have at least one of its Investor Designees serve on all committees of the Board. (i) Any vacancies on the Board not filled pursuant to the forgoing principles shall be filled by an individual to be nominated by the Nominating Committee of the Board. (j) Subject to the provisions of Section 4.01, an Investor Designee shall be entitled to supply details of any business transacted at Board meetings, and any other information obtained by him or her in his or her capacity as a director of the Company, to the Investor that designated such Party holds director to the Board and to that Investor’s Affiliates and professional advisers. (k) The Company shall reimburse all reasonable out-of-pocket expenses incurred by the members of record or beneficially owns any Registrable Securitiesthe Board in connection with traveling to and from and attending meetings of the Board and while conducting business at the request of the Company. (l) The Company shall use its reasonable best efforts to purchase and maintain, all Necessary Action to cause at its expense, insurance, from reputable carriers and in an amount determined in good faith by the Board to be comprised appropriate, on behalf of eleven and covering the individuals who at any time on and after the date of this Agreement are or become directors or officers of the Company, or serve at the request of the Company as a director, officer, employee or agent of another company, joint venture, trust or other enterprise, against any expense, liability or loss asserted against or incurred by such individual in any such capacity, or arising out of such individual’s status as such, subject to customary exclusions. (11m) directors nominated The rights granted to a Stockholder hereunder are in addition to all rights to which such Stockholder is entitled as a security holder of the Company under the Company’s certificate of incorporation and by-laws, as in effect from time to time, and applicable law. (n) In addition, subject to the last sentence of this clause, WCAS shall be entitled to designate one individual as a non-voting Board observer (“Non-Voting Observer”). With the exception of meetings of the Board (or portions thereof) at which an Investor Designee designated by WCAS pursuant to Section 2.01(a)(ii) is recused, such Non-Voting Observer shall be allowed to attend and observe meetings of the Board, provided that such Non-Voting Observer shall agree with the Company to maintain the confidentiality, in accordance with this Article IISection 4.01, initially consisting of (i) seven (7) all non-public information obtained in connection with being a Non-Voting Observer. For the avoidance of whom doubt, the Non-Voting Observer is not a director of the Company and shall have been nominated by the Partners, and thereafter designated pursuant no right to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, vote on any matter coming to a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees vote of the Board). At such time as WCAS, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 25% of WCAS’s Start Number, WCAS shall no longer have a right to designate a Non-Voting Observer (ii) three (3) for purposes of whom have been nominated this sentence, shares of Common Stock held by the Sponsora Person shall include shares issuable directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares held by such Person, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee irrespective of the Board as a chair Conversion Limitation; and the compensation committee as a memberforegoing calculation shall be appropriately adjusted to take into account any stock reclassification, recapitalization or split, exchange of shares or similar transaction), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At and following the Closing(a) The Board shall consist of nine directors, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for Shareholders agree that the directors shall be nominated as follows: (i) so long as such Party holds the TPG Entities’ Aggregate Ownership Percentage of record or beneficially owns any Registrable SecuritiesOrdinary Shares is at least 10%, all Necessary Action up to cause the Board to two directors will be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the PartnersTPG Entities, acting collectively, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) so long as the TPG Entities’ Aggregate Ownership Percentage of this Investor Rights Agreement (each, a “Partner Director”), Ordinary Shares is at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall 5%, one director will be sufficiently independent to serve on nominated by the audit and compensation committees of the Board)TPG Entities, acting collectively; (ii) three (3) so long as the FP Entities’ Aggregate Ownership Percentage of whom have been Ordinary Shares is at least 10%, up to two directors will be nominated by the SponsorFP Entities, acting collectively, and thereafter designated so long as the FP Entities’ Aggregate Ownership Percentage of Ordinary Shares is at least 5%, one director will be nominated by the FP Entities, acting collectively; (iii) so long as Shah Capital’s Aggregate Ownership Percentage of Ordinary Shares is at least 5%, one director will be nominated by Shah Capital, (iv) the Chief Executive Officer of the Company will be nominated by the Shareholders, acting collectively; and (v) three directors will be nominated by the Chief Executive Officer and the Institutional Shareholders together; provided that, to the extent required under the Exchange Act rules and the rules of the securities exchange or quotation system on which the Ordinary Shares are traded, each such director nominated pursuant to Section 2.1(cthis clause (v) shall (x) not be an “Affiliate” or Section 2.1(dan “Associate” (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of this Investor Rights Agreement any of the Institutional Shareholders and (eachy) be an “independent director,” as such term is defined by the rules of the securities exchange or quotation system on which the Ordinary Shares are traded. If the number of directors that comprise the entire Board is increased, the number of directors added to the Board (the “Additional Directors”) must be a “Sponsor Director”)multiple of two, at least one (1) of whom and the Institutional Shareholders shall satisfy all applicable independence requirements (including being sufficiently independent continue to serve on the audit committee be entitled to nominate a majority of the Board as provided in this Section 2.01. (b) Each Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its Ordinary Shares or execute a chair proxy or written consent, as the case may be, and take all other necessary action in order to ensure (including causing the compensation committee as Company to call a memberspecial meeting of Shareholders), and (iii) one (1) of whom has been jointly nominated by to the mutual agreement of Sponsor and extent possible, that the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each composition of the Sponsor and the Partners, severally and not jointly, Board is as set forth in this Section 2.01. The Company agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three other necessary actions (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term including calling a special meeting of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors Board and/or Shareholders) to ensure, to the extent possible, that the nominations to the Board are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedas contemplated by this Section 2.01.

Composition of the Board. At (a) Following the consummation of the First Public Offering, the Board shall consist of seven directors, of whom: (i) three directors (at least one of whom must be an Independent Director upon and following the Closing, each 90th day following consummation of the Partners First Public Offering) will be designated by the Quadrangle Entities; which number shall be reduced to (x) two directors (none of whom must be an Independent Director) if the Aggregate Ownership of the Quadrangle Entities is less than 20% but equal to or greater than 10%, (y) one director (who need not be an Independent Director) if the Aggregate Ownership of the Quadrangle Entities is less than 10% but greater than or equal to 5% and (z) zero directors if the SponsorAggregate Ownership of the Quadrangle Entities is less than 5%; (ii) three directors (at least one of whom must be an Independent Director upon and following consummation of the First Public Offering) will be designated by the CVC Entities; which number shall be reduced to (x) two directors (none of whom must be an Independent Director) if the Aggregate Ownership of the CVC Entities is less than 20% but equal to or greater than 10%, severally (y) one director (who need not be an Independent Director) if the Aggregate Ownership of the CVC Entities is less than 10% but greater than or equal to 5% and not jointly, agrees to take, (z) zero directors if the Aggregate Ownership of the Quadrangle Entities is less than 5%; and (iii) one director will be the chief executive officer of the Company for so long as such Party holds he or she is employed by the Company. Prior to the first anniversary of record the First Public Offering (or beneficially owns any Registrable Securitiesearlier if requested by CVC Equity), the Board shall be expanded to eight members to include an additional Independent Director designated jointly by the Quadrangle Entities and the CVC Entities. (b) Each Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its Company Common Shares or execute written consents, as the case may be, and take all Necessary Action other necessary action (including causing the Company to call a special meeting of Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) The Company agrees to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter each individual designated pursuant to Section 2.1(b2.01(a) or Section 2.1(d) of this Investor Rights Agreement (each2.03 to be nominated to serve as a director on the Board, a “Partner Director”), at least four (4) of whom shall satisfy and to take all applicable independence requirements other necessary actions (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, calling a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee special meeting of the Board as a chair and and/or shareholders) to ensure that the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each composition of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long Board is as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedset forth in this Section 2.01.

Composition of the Board. At and following (a) On the ClosingClosing Date, each the authorized number of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause directors on the Board to shall be comprised of established at eleven (11) directors, subject to change as set forth in the Bylaws of the Company (the number of directors nominated in accordance with this Article IIauthorized at any given time, initially consisting the “Total Number of Directors”). (ib) seven (7) of whom have been nominated by During the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) term of this Investor Rights Agreement Agreement, the Indigo Investors and the POF Investors shall have the right to designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (eachindividually, a “Sponsor Director”), at least one (1) two-thirds of whom shall satisfy all applicable independence requirements be a COUS. (including being sufficiently independent to serve on the audit committee c) Effective as of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the ClosingClosing Date, each of the Sponsor Stockholders shall vote all of its Stockholder Shares and shall take all other necessary or desirable actions within its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, 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 PartnersCompany shall take all necessary and desirable actions within its control (including, severally without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.01), so that the following Sponsor Directors shall be elected to the Board at each meeting of the stockholders of the Company: (i) a number of directors designated by Indigo Miramar equal to the product of (x) the Relative Ownership of Indigo Miramar and not jointly(y) the Total Number of Directors to be elected; (ii) a number of directors designated by Indigo Florida equal to the product of (x) the Relative Ownership of Indigo Florida and (y) the Total Number of Directors to be elected; and (iii) a number of directors designated by the POF Investors equal to the product of (x) the Relative Ownership of the POF Investors and (y) the Total Number of Directors to be elected. For purposes of calculating the number of directors that Indigo Miramar, agrees Indigo Florida and POF Investors are each entitled to takedesignate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for so long as such Party holds the avoidance of record or beneficially owns doubt, taking into account any Registrable Securitiesincrease in the size of the Board; provided, all Necessary Action to cause however, that in the foregoing case where the sum of the number of directors to be divided into three designated by Indigo Miramar (3pursuant to this Section 2.01(c)(i)) classes and Indigo Florida (pursuant to this Section 2.01(c)(ii)) should be greater than the number of directorsdirectors that would be able to be designated if calculated by multiplying (x) the Relative Ownership of the Indigo Investors and (y) the Total Number of Directors to be elected, with each class serving then in such instance, the fractional amount of Indigo Florida shall (regardless of whether it is above or below X.50) shall be rounded up, and the fractional amount of Indigo Miramar (regardless of whether it is above or below X.50) shall be rounded down. (d) In the event that any Sponsor Director for staggered three (3) year terms. The initial any reason ceases to serve as a member of the Board during such person’s term of office, the Class I directors resulting vacancy on the Board shall expire immediately following PubCo’s 2022 annual meeting be filled by (i) in the case when such Sponsor Director had been designated by Indigo Miramar or Indigo Florida, as the case may be, a designee of stockholders at which directors are elected. The initial term Indigo Miramar or Indigo Florida, as applicable, and (ii) in the case that such Sponsor Director was designated by the POF Investors, a designee of the Class II directors shall expire immediately following PubCoPOF Investors. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedright to sell, assign or otherwise transfer its Common Stock to any other Person.

Composition of the Board. At and following the Closing, each (a) The members of the Partners Board shall be nominated and elected in accordance with the Articles of Association and the Sponsorprovisions of this Agreement. As of the IPO Date, severally the Board shall be composed of nine directors. (b) From and after the date hereof, the Shareholder shall have the right, but not jointlythe obligation, agrees to takenominate a number of designees to the Board (the “Shareholder Directors”) equal to: (i) up to five Shareholder Directors (or if the size of the Board is increased, for a majority (i.e., more than 50%) of the total number of directors, rounded upward to the nearest whole number), so long as the Shareholder and its Affiliates continue to beneficially own at least 40% of the Total Voting Power, (ii) up to three Shareholder Directors (or if the size of the Board is increased, one-third of the total number of Directors, rounded upward to the nearest whole number), so long as the Shareholder and its Affiliates continue to beneficially own at least 25% of the Total Voting Power, and (iii) up to one Shareholder Director (or if the size of the Board is increased, 10% of the total number of directors, rounded upward to the nearest whole number), so long as the Shareholder and its Affiliates continue to beneficially own at least 5% of the Total Voting Power. In the event that the Shareholder has nominated less than the total number of Shareholder Directors the Shareholder is entitled to nominate pursuant to this Section 2.01(b), the Shareholder shall have the right, at any time, to nominate such Party holds of record additional Shareholder Directors to which it is entitled, in which case the Shareholder and the Company shall take, or beneficially owns any Registrable Securitiescause to be taken, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been appoint such additional Shareholder Directors nominated by the PartnersShareholder to the Board. (c) In accordance with the Articles of Association, from and thereafter designated pursuant to Section 2.1(bafter the date on which the Shareholder (together with its Affiliates) or Section 2.1(d) no longer beneficially owns more than 50% of this Investor Rights Agreement the Total Voting Power (each, a the “Partner DirectorClassifying Date”), at least four (4) of whom the directors shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes designated Class I, Class II and Class III. Each class of directorsDirectors shall consist, with each class serving for staggered three (3) year termsas nearly as possible, of one third of the total number of directors constituting the entire Board. The initial term Board shall assign members of the Board in office at the Classifying Date to such classes. Each director shall serve for a term ending on the date of the third annual general meeting of shareholders next following the annual general meeting of shareholders at which such director was elected, provided that directors initially designated as Class I directors Directors (“Class I Directors”) shall expire immediately following PubCo’s 2022 serve for a term ending on the date of the first annual general meeting of stockholders at which shareholders following the Classifying Date, directors are electedinitially designated as Class II Directors (“Class II Directors”) shall serve for a term ending on the second annual general meeting of shareholders following the Classifying Date, and directors initially designated as Class III Directors (“Class III Directors”) shall serve for a term ending on the date of the third annual general meeting of shareholders following the Classifying Date. The initial term of Company shall ensure that the Class II directors Shareholder Directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of be allocated to the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedlongest duration classes, unless otherwise directed by the Shareholder.

Composition of the Board. At and (a) As soon as reasonably practicable following the ClosingClosing (but in any event no later than June 30, each 2011), the Company shall take any and all actions to appoint Xxxxx Xxxxxxx to serve on the Board as an initial Investor Director and, as soon as reasonably practicable after investor has notified the Company of its additional designee, the Partners Company shall take any and all actions to appoint such designee to serve on the Sponsor, severally and not jointly, agrees Board as a second Investor Director. (b) Subject to takeSection 4.1(e), for so long as Investor and its Affiliates Beneficially Own 100% of the Shares or, if Investor and its Affiliates do not Beneficially Own 100% of the Shares, so long as Investor and its Affiliates Beneficially Own a number of Voting Securities at least equal to the greater of 50% of the number of Shares or 10% of the Total Voting Power: (i) Investor shall have the right to designate two Investor Directors to be nominated for election to the Board; (ii) at each stockholder meeting of the Company at which the Board seats held by Investor Directors are to be voted upon, the Company will cause the Investor Directors designated by Investor to be nominated for election to such Party holds seats and will recommend to the stockholders the election of record or beneficially owns such nominees; (iii) subject to Section 4.4 below, the Company will not take any Registrable Securities, all Necessary Action action to cause increase the total number of directors of the Board to be comprised more than eight; and (iv) if at any time the Board is divided into more than one class, the Company shall take all necessary action to assign the Investor Directors to separate classes. (c) Subject to Section 4.1(e), in the event that Investor and its Affiliates Beneficially Own a number of eleven (11) directors nominated in accordance with this Article II, initially consisting Voting Securities representing less than 10% of the Total Voting Power but at least equal to 5% of the Total Voting Power: (i) seven Investor shall have the right to designate one Investor Director to be nominated for election to the Board; and (7ii) at each stockholder meeting of whom have been the Company at which the Board seat held by such Investor Director is to be voted upon, the Company will cause the Investor Director designated by Investor to be nominated for election to such seat and will recommend to the stockholders the election of such nominee. (d) To the extent that the Company has knowledge that the number of Voting Securities Beneficially Owned by Investor would fail to satisfy any of the Partners, and thereafter designated pursuant to thresholds set forth in the first clause of either Section 2.1(b4.1(b) or Section 2.1(d4.1(c) of this such that Investor Rights Agreement (each, a “Partner Director”would otherwise lose the rights and benefits set forth in Section 4.1(b)(i)-(iv) or Section 4.1(c)(i)-(ii), at least four the Company will promptly notify Investor in writing of such failure and Investor shall have not less than 60 calendar days in which to cure such failure by acquiring additional Voting Securities. Following any such cure, no such failure will have been deemed to have occurred. (4e) of whom shall satisfy all applicable independence requirements (including At any time that Investor has designated at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”)Directors, at least one of such Investor Directors designated by Investor shall, in the reasonable good faith judgment of Investor, (1i) satisfy applicable Nasdaq listing requirements regarding “independence” and (ii) have relevant experience in accounting, finance or the industry in which the Company operates that is customary for directors of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on similarly situated corporations. If the audit committee Corporate Governance and Nominating Committee of the Board as a chair shall reasonably object to any such designee of Investor, then the Governance and Nominating Committee and the compensation committee as Company shall discuss such objections with Investor and cooperate in good faith to either resolve such objections or find a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedmutually acceptable designee.

Composition of the Board. At and following the Prior to Closing, each of the Partners Company, DTZ LP and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, Shareholders shall take all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partnersdirectors, and thereafter designated pursuant to Section 2.1(b(i) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent designated by TPG (including any other directors designated by TPG and elected to serve on the audit and compensation committees of the BoardBoard pursuant to Section 3.1(b) or (f) below, each, a “TPG Director”), (ii) three two (32) of whom have been nominated shall be designated by PAG (including any other directors designated by PAG and elected to the Sponsor, and thereafter designated Board pursuant to Section 2.1(c3.1(c) or Section 2.1(d(f) of this Investor Rights Agreement (below, each, a “Sponsor PAG Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been shall be designated by OTPP (including any other director designated by OTPP and elected to the Board pursuant to Section 3.1(d) or (f) below, an “OTPP Director” and, together with each TPG Director and PAG Director, the “Sponsor Directors”), (iv) one (1) of whom shall be the Chief Executive Officer, and (v) one (1) of whom shall satisfy the requirements to qualify as an Independent Director and whom shall be jointly nominated designated for nomination by the mutual agreement Sponsors. The foregoing directors shall be divided into three classes of Sponsor directors, each of whose members shall serve for staggered three-year terms as follows: (1) the class I directors shall include Xxxxxxxx Xxxxxx (designated by TPG) and Xxxxxx Xxxx (designated by PAG); (2) the class II directors shall include Xxxxx Xxxxx and Xxxxxx Xxxxxxxxxx; and (3) the class III directors shall include Xxxxxxx Xxxxxxx (designated by TPG), Lincoln Pan (designated by PAG) and Xxxx Xxxxxxxxx (designated by OTPP). The initial term of the class I directors shall expire at the Company’s 2019 annual general meeting of shareholders; the initial term of the class II directors shall expire at the Company’s 2020 annual general meeting of shareholders; and the Partners initial term of the class III directors shall expire at the Company’s 2021 annual general meeting of shareholders, in each case subject to the applicable thresholds described in Section 3.1(b), (c) and (d) below. Subject to the Company Articles, a director shall remain a member of the class of directors to which he or she was assigned in accordance with this Section 3.1(a). The initial terms of each class of directors shall expire as set forth in this Section 3.1(a), subject to such director’s earlier death, resignation, disqualification or removal. Subject to any fiduciary duties that any Sponsor Director may have as a director of the Company and the provisions of Section 3.1(f) below, the Sponsors agree to procure that their respective Sponsor Directors do not vote to remove another Sponsor Director from the Board. After Closing, if determined by the Sponsors or to comply with stock exchange independence requirements, up to two (2) additional directors satisfying the requirements to qualify as an Independent Director may be appointed by a majority of the Board (each, an “Joint Unaffiliated Director”). The Board shall consist of seven (7) directors until the earlier of (i) such time as a majority of directors vote to expand the board, which Joint Director shall including at such times as necessary to add one or more Independent Directors to satisfy all requirements under applicable independence requirements. At stock exchange rules for independent audit committee members, and following including in accordance with the foregoing paragraph, and (ii) the Sponsors’ beneficial ownership percentage collectively falls below 50% of the total Ordinary Shares outstanding at Closing, each of at which time the Sponsor Company and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, Shareholders shall take all Necessary Action to cause the foregoing Board to act to increase the number of directors to be divided into three nine (3) classes of directors9), with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedincluding action to fill vacancies, if any, created by such increase.

Composition of the Board. At (a) From and following after the Closing, each Effective Time until the termination of the Partners and term of office that commences upon the Sponsorclose of the annual stockholder meeting at which directors of the Corporation are elected during the calendar year ended December 31, severally and not jointly2020, agrees to takeunless otherwise determined by the affirmative vote of at least seventy-five percent (75%) of the entire Board of Directors, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to of Directors shall be comprised of eleven twelve (1112) directors, of which seven (7) directors nominated will be the Continuing SJW Directors and five (5) directors will be the Continuing CTWS Directors. 1 To be the Closing Date of the Merger as determined pursuant to the Merger Agreement. (b) Unless otherwise determined by the affirmative vote of at least seventy-five percent (75%) of the entire Board of Directors, in accordance connection with this Article IIeach annual or special stockholder meeting at which directors of the Corporation are elected, initially consisting from and after the Effective Time until December 31, 2020, (i) the Continuing SJW Directors shall have the exclusive power and authority to nominate, on behalf of the Board of Directors, directors for election to fill each board seat held by the Continuing SJW Directors and (ii) the Continuing CTWS Directors shall have the exclusive power and authority to nominate, on behalf of the Board of Directors, directors for election to fill each board seat held by the Continuing CTWS Directors, subject, in the case of each of (i) seven and (7) ii), to each such nominee having the qualifications required of whom have been nominated directors by the PartnersNomination of Directors Policies. For the avoidance of doubt, and thereafter designated pursuant to Section 2.1(b) nothing in these Bylaws shall prohibit a Continuing CTWS Director or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent Continuing SJW Director from continuing to serve on or be nominated for election to the audit and compensation committees Board of Directors following December 31, 2020. (c) The Corporation shall use its best efforts to obtain the election of the Board)nominees and re-election, (ii) three (3) as applicable, of whom have been nominated the Continuing SJW Directors and the Continuing CTWS Directors by the Sponsor, and thereafter designated stockholders of the Corporation. The Corporation shall not call a special meeting in which the removal of any Continuing CTWS Director would be proposed (other than as required pursuant to a valid shareholder action under Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee 141 of the Board as a chair DGCL and the compensation committee as a memberSection 4 of Article I of these Bylaws), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At and following (a) The Board shall consist of up to nine directors, nominated as follows: (i) up to three directors will be nominated by FP (the Closing, each “FP Directors”); (ii) one director nominee will be the Chief Executive Officer of the Partners and the Sponsor, severally and not jointly, agrees to take, Company for so long as he or she is employed by the Company; (iii) one director nominee will be Xxxxxx Xxxxxxxxxx (immediately following the appointment of an additional independent director to the Board) so long as (A) he is employed by the Company, (B) the Xxxxxx Stockholders collectively hold more than 247,191 shares of Common Stock (C) FP holds more than 416,740 shares of Common Stock; and (iv) up to four directors will be nominated by the Chief Executive Officer and FP together, provided that each such Party holds director nominated pursuant to this clause (iv) shall (x) not be an “Affiliate” or an “Associate” (as such terms are used within the meaning of record Rule 12b-2 under the Exchange Act) of FP and (y) be an “independent director,” as such term is defined by the rules of the securities exchange or beneficially owns any Registrable Securities, all Necessary Action to cause quotation system on which the Common Stock is traded. If the number of directors that comprise the entire Board to be comprised of eleven (11) directors nominated is increased in accordance with Section 2.04 hereof, the number of directors added to the Board (the “Additional Directors”) must be a multiple of two, and FP shall continue to be entitled to nominate the FP Directors as provided in this Section 2.01. (b) Each Stockholder entitled to vote for the election of directors to the Board agrees that it will vote its Common Shares or execute a proxy or written consent, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. Notwithstanding anything to the contrary in this Agreement, the Xxxxxx Stockholders shall be obligated to give effect to the rights to nominate directors set forth in Section 2.01(a)(i) only so long as the Xxxxxx Stockholders hold more than 247,910 shares of Common Stock. (c) The right of FP to nominate the FP Directors pursuant to this Article II, initially consisting of 2 shall: (i) seven (7) so long as FP’s Aggregate Ownership Percentage is less than 25%, be limited to the right to nominate one-fourth of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees members of the Board), rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; (ii) three at such time as FP’s Aggregate Ownership Percentage is less than 20%, be reduced to the right to nominate one-fifth of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; (3iii) at such time as FP’s Aggregate Ownership Percentage is less than 10%, be reduced to the right to nominate one-tenth of whom have been nominated by the Sponsormembers of the Board, and thereafter designated pursuant rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; and (iv) terminate at such time as FP’s Aggregate Ownership Percentage is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to nominate directors set forth in this Section 2.1(c2.01 shall terminate as to any Person when such Person’s right to nominate a director is terminated. (d) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy The Company agrees to take all applicable independence requirements other reasonable actions (including being sufficiently independent calling a special meeting of the Board and/or stockholders) to serve on effect the audit committee composition of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedset forth in this Section 2.01.

Composition of the Board. At and following the Closing, each of the Partners Partner and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At and following the Closing, each The authorized number of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), Company’s Board shall initially be eight (ii) 8); three (3) of whom have been nominated shall initially be representatives designated by TPG (the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor DirectorTPG Directors”), at least one (1) of whom shall satisfy all applicable independence requirements initially be a representative designated by the Rollover Stockholders (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member“Rollover Stockholders Director”), and (iii) one (1) of whom has been jointly nominated by shall initially be the mutual agreement then-current Chief Executive Officer of Sponsor and the Partners Company (the “Joint CEO Director”), which Joint Director and three (3) of whom shall satisfy all applicable initially meet the independence requirementscriteria set forth in Rule 10A-3 under the 1934 Securities Act (the “Independent Directors”). At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the The foregoing directors to shall be divided into three (3) classes of directors, with each class serving of which directors shall serve for staggered three (3) year termsyear-terms and who shall initially be allocated as follows: (i) the class I directors shall include: one (1) TPG Director and two (2) Independent Directors; (ii) the class II directors shall include: one (1) TPG Director and the Rollover Stockholders Director; and (iii) the class III directors shall include: one (1) TPG Director, the CEO Director and one (1) Independent Director. The initial term of the Class class I directors shall expire immediately following PubCoat the Company’s 2022 2017 annual meeting of stockholders at which directors are elected. The initial term of the Class class II directors shall expire immediately following PubCoat the Company’s 2023 2018 annual meeting of stockholders at which directors are elected. The initial term of the Class class III directors shall expire immediately following PubCoat the Company’s 2024 2019 annual meeting at which directors are elected. Any additional authorized directors shall be assigned to classes in as nearly as equal number as possible.

Composition of the Board. At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, PubCo shall take all Necessary Action to cause (x) the Board to be comprised of eleven up to ten (1110) directors nominated in accordance with this Article IIdirectors, initially consisting selected as set forth herein. As of the Closing Date, the Board shall include (i) seven up to two (72) of whom have been nominated directors designated to PubCo by the PartnersShareholder Representative (such directors, and thereafter any of their successors designated pursuant to Section 2.1(b) or Section 2.1(d) 2.2.3 of this Investor Rights Agreement (Agreement, each, a “Partner Pre-Closing Holder Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three up to two (32) directors designated to PubCo by Sponsor (such directors and any of whom have been nominated by the Sponsor, and thereafter their successors designated pursuant to Section 2.1(c) or Section 2.1(d) 2.2.4 of this Investor Rights Agreement (Agreement, each, a “Sponsor Director”), at least one (1iii) of whom shall satisfy all applicable independence requirements up to three (including being sufficiently 3) independent directors designated to serve on PubCo by Sponsor and up to two (2) independent directors the audit committee of the Board as a chair Shareholder Representative (such directors and the compensation committee as a memberany successors designated pursuant to Section 2.2.6, each, an “Independent Director”), and (iiiiv) one (1) the chief executive officer of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirementsPubCo. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors are to be divided into three (3) classes of directors, with each class serving for staggered three year-terms as follows: (3a) year termsThe Class I directors shall include: 1 Sponsor Director, 1 Independent Director designated by Sponsor (selected for Class I by the Sponsor) and 1 Independent Director designated by the Shareholder Representative (selected for Class I by the Shareholder Representative); (b) The Class II directors shall include: 2 Independent Directors designated by Sponsor (selected for Class II by the Sponsor) and 1 Independent Director designated by the Shareholder Representative (selected for Class II by the Shareholder Representative); (c) The Class III directors shall include: the CEO of PubCo, 1 Sponsor Directors (selected for Class III by the Sponsor) and 2 Pre-Closing Holder Directors (selected for Class III by the Shareholder Representative); The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class I II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II III directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term For the avoidance of doubt, the designation of a director in accordance with the foregoing shall be in the sole discretion of the Class III directors Sponsor and Shareholder Representative and, if the Sponsor or Shareholder Representative, as applicable, elect not to so designate a director in accordance with the foregoing, such seats shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedremain vacant until filled in accordance herewith.

Composition of the Board. At and following the Closing, each (a) The Board shall initially be composed of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated individuals, and shall include three (3) individuals to be appointed by the CTT Partner, one (1) individual to be appointed by BCI Partners, one (1) individual to be appointed by Medley Partner, one (1) individual to be appointed by TIG Partner, and thereafter designated pursuant one (1) individual to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, appointed by Highland Partners. Each individual so appointed is referred to herein as a “Partner DirectorBoard Member”. The initial Board Members shall be Xxxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxx (each appointed by CTT Partner), at least four Sameer Jinnah (4appointed by BCI Partners), Xxxxx Xxxxx (appointed by Medley Partner), Xxxxxxx Lansing (appointed by TIG Partner), and Xxxxx Xxxxxxx (appointed by Highland Partners). Other than instances in which the Board is operating under the Alternative Voting System, each Board Member appointed by (i) of whom CTT Partner shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit have one and compensation committees of the Board)two-thirds votes, (ii) three (3) of whom BCI Partners shall have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) vote, (iii) Medley Partner shall have one (1) vote, (iv) TIG Partner shall have one (1) vote, and (v) Highland Partners shall have one (1) vote, in each case, on each matter before the Board. The rights of whom the Partners to appoint Board Members pursuant to this Section 4.3(a) are subject to Section 2.2(f). Each Board Member shall satisfy hold office until his or her successor is appointed, or until his or her earlier resignation or removal, in each case in accordance with Section 4.4. Each Board Member shall be an individual. Upon written notice to the other Board Members, the Board Member appointed by any BCI Partner may send an alternative representative on its behalf to meetings of the Board, which representative shall have full ability to vote on behalf of such Board Member appointed by such BCI Partner at such meetings. (b) Notwithstanding anything in this Agreement to the contrary (other than Section 4.3(c)), the Alternative Voting System shall permanently become effective upon delivery by a majority of the Board Members appointed by the Preferred Partners of a written notice delivered within ninety days (90) days of the earliest to occur of any of the following events: (i) the fifth (5th) anniversary of the Effective Date, unless pursuant to Section 10.4(b) the winding up of the Partnership is postponed; (ii) a Liquidity Event has occurred; (iii) on or after the end of the fourth full Fiscal Quarter following the Effective Date, the occurrence of any three consecutive Fiscal Quarters in which the sum of the amount of the Quarterly Net Shortfall for (x) each of the three full Fiscal Quarters immediately preceding such Fiscal Quarter and (y) such Fiscal Quarter is, in the aggregate, equal to an amount that is less than zero ($0), which occurrence has not been cured pursuant to Section 2.1(b)(i), Section 2.1(b)(ii), Section 2.1(b)(iii) or Section 4.3(c); and (iv) the removal of the General Partner as the general partner of the Partnership pursuant to Section 4.13. An example calculation of the Quarterly Net Shortfall (and related definitions) is attached as Exhibit C-3. (c) For purposes of this Section 4.3, if, with respect to any Fiscal Quarter, the Cumulative Net Shortfall is greater than zero ($0) and the Quarterly Net Shortfall is less than zero ($0), the Common Partners may by, written notice to the Partnership on or prior to forty-five (45) days following the end of such Fiscal Quarter, cure such Quarterly Net Shortfall by taking any or all applicable independence requirements of the actions listed in this Section 4.3(c): (i) at the option of the Common Partners, the Common Partners may elect to deduct from the Opening Bank Balance an amount equal to the lesser of (x) the absolute value of such Quarterly Net Shortfall or (y) the Opening Bank Balance; (ii) at the option of the Common Partners, the Common Partners may elect to defer any Asset Management Fee due and payable with respect to such Fiscal Quarter in an amount equal to the lesser of (x) the absolute value of such Quarterly Net Shortfall and (y) the Asset Management Fee due and owing for such Fiscal Quarter; and/or (iii) at the option of the Common Partners, the Common Partners may make additional Capital Contributions to the Partnership to fund any remaining amount of the Quarterly Net Shortfall. (d) The Partnership, as holder of the Subsidiary REIT Units, shall cause the Board Members to be appointed or elected from time to time as necessary as members of the board of managers of the Subsidiary REIT (the “Subsidiary REIT Board”), including any changes in the composition of the Board Members in respect of any appointment, resignation or removal made in accordance with the terms hereof. Notwithstanding anything herein to the contrary (including being sufficiently independent Section 4.10), the Subsidiary REIT Board shall have the sole and exclusive authority to serve on manage the audit committee operations of the Subsidiary REIT and its Subsidiaries and it shall not be in breach or contravention of this Agreement if the Subsidiary REIT or any of its Subsidiaries takes any action (or fail to take any action) approved by the Subsidiary REIT Board in accordance with the Subsidiary REIT Agreement. (e) The Partnership (and/or its Subsidiaries, as applicable) shall maintain, at the expense of the Partnership, directors and officers liability insurance with limits and deductibles, and other terms applicable thereto, covering the Partnership, the Board and the Subsidiary REIT Board, as approved by the Board as a chair Major Decision. (f) Each Partner that has the right hereunder to appoint a Board Member and the compensation committee so long as a member), and (iii) that right is in effect shall be entitled to designate one (1) individual (each a “Board Observer”) to attend and participate in, strictly as non-voting observers, any meeting of whom the Board, either in person or by telephone conference. The Partnership shall provide any Board Observer with written notice of each meeting of the Board at the same time and in the same manner as notice is provided to the Board Members. Any Board Observer shall be entitled to receive all written materials and other written information (including minutes of all Board meetings) provided to the Board in connection with such meeting at the same time such materials and information are provided to the Board and prompt notice of any action taken by written consent of the Board; provided, that, notwithstanding anything herein to the contrary, the Partnership may withhold any documents, materials or other information from, or exclude from any meetings of the Board (or portions thereof), any Board Observer if the Board determines on the advice of counsel that access to such information or attendance at such meeting would, or may be reasonably likely to, adversely affect the attorney-client privilege between the Partnership and its counsel to preserve the confidentiality of the Partnership’s trade secrets, know-how or other confidential information of or relating to the Partnership that would give such Board Observer an unfair competitive advantage. Each Board Observer shall be an individual, but need not be a Partner or officer or an employee, consultant, independent contractor or agent of the applicable Partner. (g) In the event that any Preferred Partner (a “Transferring Preferred Partner”) Transfers, in one or in a series of related transactions, a portion of its Initial Holdings on a basis that is not pro rata with all other Preferred Partners, resulting in the remaining Initial Holdings of such Transferring Preferred Partner being equal to or less than 75% of the remaining Initial Holdings of the Preferred Partner with the largest remaining Initial Holdings, then the Transferring Preferred Partner shall lose its right to appoint a Board Member; provided, however, that if immediately after such Transfer another Preferred Partner owns a smaller percentage of the outstanding Preferred Interests than such Transferring Preferred Partner and such other Preferred Partner has been jointly nominated the right to appoint a Board Member, then such Transferring Preferred Partner shall retain its right to appoint a Board Member pursuant to Section 4.3. Notwithstanding anything herein to the contrary, unless otherwise agreed by all Board Members, the total number of the Board Members designated by the mutual agreement Preferred Partners shall not be greater than four (4). For the avoidance of Sponsor and doubt, at any time that the numbers of Board Members designated by the Preferred Partners is reduced to two (the “Joint Director”2), which Joint Director shall satisfy all then any applicable independence requirements. At and following provisions of this Agreement requiring the Closing, each consent of a majority of the Sponsor Board Members designated by the Preferred Partners shall continue in full force and effect and any applicable decision shall require the consent of both such Board Members designated by the Preferred Partners. (h) If the individual appointed by [***] is not [***] (or any appointed successor as approved pursuant to this Section 4.3), severally and not jointly, agrees such individual shall be subject to take, for so long as such Party holds the approval of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term a majority of the Class I directors other Board Members appointed by the Preferred Partners. Such other Board Members shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of work in good faith with [***] to agree on an individual proposed by [***] acceptable to such other Board Members to replace [***] (or any approved successor as approved pursuant to this Section 4.3); provided, that if the Class II directors parties cannot reach agreement on such individual within ninety (90) days, [***] shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedlose its right under Section 4.3 to appoint a Board Member.

Composition of the Board. At and following the Closing, each (a) The Board shall initially be composed of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partnersindividuals, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement shall include (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (iii) three (3) of whom have been nominated individuals to be appointed by the SponsorCTT Investor, and thereafter designated pursuant to Section 2.1(c(ii) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent individual to serve on the audit committee of the Board as a chair and the compensation committee as a member)be appointed by BCI Investors, and (iii) one (1) of whom has been jointly nominated individual to be appointed by the mutual agreement of Sponsor Medley Investor, (iv) one (1) individual to be appointed by TIG Investor and (v) one (1) individual to appointed by Highland Investors. Each individual so appointed is referred to herein as a “Board Member” and the Partners Board Members under clause (i) are referred to herein as the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor Common Board Members” and the Partners, severally and not jointly, agrees Board Members referred to take, for so long under clauses (ii)-(v) are referred to herein as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms“Preferred Board Members”. The initial term Board Members shall be Xxxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxx (each appointed by CTT Investor), Sameer Jinnah (appointed by BCI Investors), Xxxxx Xxxxx (appointed by Medley Investor), Xxxxxxx Lansing (appointed by TIG Investor) and Xxxxx Xxxxxxx (appointed by Highland Investors). Other than instances in which the Board is operating under the Alternative Voting System, each Board Member appointed by (i) CTT Investor shall have one and two-thirds votes, (ii) BCI Investors shall have one (1) vote, (iii) Medley Investor shall have one (1) vote, (iv) TIG Investor shall have one (1) vote and (v) Highland Investors shall have one (1) vote, in each case, on each matter before the Board. Each Board Member shall hold office until his or her successor is appointed, or until his or her earlier resignation or removal, in each case in accordance with Section 4.3. Each Board Member shall be an individual. Upon written notice to the other Board Members, the Board Member appointed by any BCI Investor may send an alternative representative on its behalf to meetings of the Board, which representative shall have full ability to vote on behalf of such Board Member appointed by such BCI Investor at such meetings. (b) Notwithstanding anything in this Agreement to the contrary (other than Section 4.3(c)), the Alternative Voting System shall permanently become effective upon the “Alternative Voting System” becoming effective under the Member LP Agreement. (c) For purposes of this Section 4.3, if, with respect to any Fiscal Quarter, the Cumulative Net Shortfall is greater than zero ($0) and the Quarterly Net Shortfall is less than zero ($0), the Common Board Members by written notice to Company on or prior to forty-five (45) days following the end of such Fiscal Quarter, cause to be cured such Quarterly Net Shortfall by taking any or all of the actions listed in this Section 4.3(c): (i) The Common Board Members may elect to deduct from the Opening Bank Balance an amount equal to the lesser of (x) the absolute value of such Quarterly Net Shortfall or (y) the Opening Bank Balance; (ii) The Common Board Members may elect to defer any Asset Management Fee due and payable with respect to such Fiscal Quarter in an amount equal to the lesser of (x) the absolute value of such Quarterly Net Shortfall and (y) the Asset Management Fee due and owing for such Fiscal Quarter; and/or (iii) The Common Board Members may call for additional Capital Contributions to Company to fund any remaining amount of the Quarterly Net Shortfall. (iv) Company (and/or its Subsidiaries, as applicable) shall maintain, at the expense of Company, directors and officers liability insurance with limits and deductibles, and other terms applicable thereto, covering Company and the Board, as approved by the Board as a Major Decision. (v) Each Member other than a Member holding solely Class I directors A Preferred Units shall expire immediately following PubCo’s 2022 annual be entitled to designate one (1) or more individuals (each a “Board Observer”) to attend and participate in, strictly as non-voting observers, any meeting of stockholders at which directors are electedthe Board, either in person or by telephone conference. The initial term Company shall provide any Board Observer with written notice of each meeting of the Class II directors Board at the same time and in the same manner as notice is provided to the Board Members. Any Board Observer shall expire immediately following PubCo’s 2023 annual be entitled to receive all written materials and other written information (including minutes of all Board meetings) provided to the Board in connection with such meeting at the same time such materials and information are provided to the Board and prompt notice of stockholders at which directors are elected. The initial term any action taken by written consent of the Class III directors Board; provided, that, notwithstanding anything herein to the contrary, Company may withhold any documents, materials or other information from, or exclude from any meetings of the Board (or portions thereof), any Board Observer if the Board determines on the advice of counsel that access to such information or attendance at such meeting would, or may be reasonably likely to, adversely affect the attorney-client privilege between Company and its counsel to preserve the confidentiality of Company’s trade secrets, know-how or other confidential information of or relating to Company that would give such Board Observer an unfair competitive advantage. Each Board Observer shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedbe an individual.

Composition of the Board. At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, Each Stockholder agrees to takevote, for so long as such Party holds of record or beneficially owns any Registrable Securitiescause to be voted, all Necessary Action Voting Shares owned or held by such Stockholder, or over which such Stockholder has voting control, from time to cause the Board to be comprised of eleven (11) directors nominated time and at all times, in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom whatever manner as shall be sufficiently independent necessary to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) ensure that at each annual or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual special meeting of stockholders at which an election of directors are elected. The initial term is held or pursuant to any written consent of the Class II directors stockholders, the following individuals shall expire immediately following PubCo’s 2023 annual meeting be elected to the Board of stockholders at which directors are elected. The initial term Directors of the Class III directors Company (the “Board”) in accordance with the voting provisions of the Company’s Amended and Restated Certificate of Incorporation, as the same shall expire immediately following PubCo’s 2024 annual meeting at which directors be amended, or amended and restated (the “Restated Certificate”): (a) Two individuals designated from time to time by Genextra so long as Genextra holds any Series A Stock or Series B Stock (the “Series A/B Directors”), such designees to be treated as the members of the Board who are electedsubject to election solely by the holders of the Series A Stock and Series B Stock pursuant to the first sentence of Article Fourth, Section B.3.2 of the Restated Certificate. (b) Two individuals designated from time to time by OrbiMed so long as OrbiMed holds any Series C Stock (the “Series C Directors”), such designees to be treated as the members of the Board who are subject to election solely by the holders of the Series C Preferred Stock pursuant to the second sentence of Article Fourth, Section B.3.2 of the Restated Certificate. (c) Two individuals designated from time to time by the Requisite Holders (the “Independent Directors”), and approved by a majority of the Board of Directors, each of whom shall be independent under the rules of the NASDAQ Stock Market LLC, such designees to be treated as the members of the Board who are subject to election solely by the Requisite Holders pursuant to the third sentence of Article Fourth, Section B.3.2 of the Restated Certificate. (d) One individual designated from time to time by the Chief Executive Officer of the Company (who may designate himself) (the “CEO Director”), such designee to be treated as the member of the Board who is subject to election by the holders of the majority of the Series A Stock, Series B Stock, Series C Stock, and the Common Stock, all voting together as a single class on an as-converted to Common Stock basis pursuant to the third sentence of Article Fourth, Section B.3.2 of the Restated Certificate.

Composition of the Board. At and following (a) Following the Closing, each closing of the Partners and IPO, Squadron shall have the Sponsorright (but not the obligation) to cause the Company, severally and not jointlyin its proxy statement as mailed out from time to time, agrees to takeinclude in its slate of recommended nominees for election to the Board: (i) four designees, for so long as such Party holds of record Squadron, together with its Affiliates, beneficially own, directly or beneficially owns any Registrable Securitiesindirectly, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) 35% or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees more of the Board), voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors; (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to takedesignees, for so long as such Party holds Squadron, together with its Affiliates, beneficially own, directly or indirectly, 20% or more, but less than 35%, of record or beneficially owns any Registrable Securities, the voting power of all Necessary Action shares of the Company’s capital stock entitled to cause vote generally in the foregoing directors to be divided into three (3) classes election of directors; and (iii) two designees, for so long as Squadron, together with each class serving for staggered three (3) year terms. The initial term its Affiliates, beneficially own, directly or indirectly, 10% or more, but less than 20%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors. Each person whom Squadron shall designate pursuant to this Section 2.02, and who is thereafter elected to the Board to serve as a Director, shall be referred to herein as a “Squadron Director.” The Squadron Directors shall initially consist of: Mxxxx Xxxxxxx, who shall serve as a Class I directors Director; a Squadron Director who will be appointed by the Board to fill the vacancy on the Board as of the date hereof, who, when appointed, shall expire immediately following PubCo’s 2022 annual serve as a Class II Director; and Dxxxx Xxxxxxxx and Hxxxxx Xxx, who shall serve as Class III Directors. (b) The Company agrees to include in its slate of recommended nominees for election to the Board at any meeting of stockholders called for the purpose of electing Directors or any meeting of the Board called to fill a vacancy on the Board, the persons designated by Squadron pursuant to Section 2.01(a) (to the extent that Directors of such nominee’s class are to be elected at which directors are electedsuch meeting, for so long as the Board is classified) and to nominate and recommend each such person to be elected as a Director, and to solicit proxies or consents in favor thereof. The initial term Company shall be entitled to identify such persons as designees of Squadron pursuant to this Agreement. (c) In the event that a vacancy is created at any time by the death, resignation, retirement, disqualification, removal or otherwise of any Squadron Director, the remaining Directors and the Company shall cause such vacancy to be filled by a new designee of Squadron as soon as possible, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (d) In the event that Squadron, together with its Affiliates, ceases to beneficially own at least 10% of the Class II directors issued and outstanding shares of Common Stock, then Squadron shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of cease to have the Class III directors right to designate any persons for election to the Board pursuant to this Section 2.01, and this Agreement shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedterminate pursuant to Section 3.01(a).

Composition of the Board. (a) The Board shall consist of such number of Directors as is determined by the Board from time to time; provided that the Board shall consist of not less than eight Directors, subject to the provisions of this Agreement and as follows: (i) The Board shall be divided into three classes, Class I, Class II and Class III (each Director, either a “Class I Director,” “Class II Director,” or “Class III Director”). Class I Directors shall be elected initially for a one-year term (which initial term shall expire at the annual meeting of shareholders held in 2008), Class II Directors initially for a two-year term (which initial term shall expire at the annual meeting of shareholders in 2009) and Class III Directors for a three-year term (which initial term shall expire at the annual meeting of shareholders in 2010). At and following each succeeding annual meeting of shareholders beginning in 2008, successors to the Closingclass of Directors whose term expires at that annual meeting shall be elected for a three-year term. (ii) The Directors shall be designated as follows: (A) the Quadrangle Entities may designate up to three Directors (to the extent applicable, one of whom shall be designated by each of Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP); (B) the Partners GA Entities may designate up to three Directors; and (C) the Board (upon the recommendation of the nominating and corporate governance committee of the Board) may nominate the remaining members of the Board; provided, that the Chief Executive Officer of the Company shall be designated as a member of the Board; provided, that the Board shall, if necessary due to requirements under applicable federal or state securities laws or the rules of the NYSE (or any securities exchange on which any equity securities of the Company may then be listed or admitted for trading) (the “Applicable Governance Rules”), be expanded to include additional Independent Directors to the extent required to comply with such Applicable Governance Rules, with such Independent Directors to be selected by the Board (and recommended by the nominating and governance committee of the Board). Initially, the Quadrangle Entities will designate two Directors (Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx), the GA Entities will designate two directors (Xxxxx X. Xxxxxxx and Xxxxx X. Xxxx) and the SponsorBoard will designate the remaining Directors (Xxxx Xxxxxx, severally Xxxxx Xxxxxx, Xxxxxxx X. Xxxxx and not jointlythe Chief Executive Officer of the Company), agrees to takewhich designations will be deemed recommended by the nominating and governance committee. (b) The Company shall establish and maintain an audit committee, for so long a compensation committee and a nominating and corporate governance committee of the Board, as well as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause other Board committees as the Board deems appropriate from time to time, and having such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and as follows: (i) the audit committee shall be comprised composed as follows: (A) during the 90-day period that will commence on the date of eleven effectiveness of the IPO Registration Statement (11the “Initial Post-IPO Period”), the audit committee shall consist of the following four Directors: two Independent Directors designated by the Board (upon recommendation of the nominating and corporate governance committee) directors nominated (at least one of whom shall satisfy the audit committee “financial expert” requirements as such term is defined by Applicable Governance Rules), a Quadrangle Director and a GA Director; (B) upon the completion of the Initial Post-IPO Period and until one year from the date of effectiveness of the IPO Registration Statement (the “Second Post-IPO Period”), the audit committee shall consist of the following three Directors: two Independent Directors designated by the Board (upon recommendation of the nominating and corporate governance committee) (at least one of whom shall satisfy the audit committee “financial expert” requirements as such term is defined by Applicable Governance Rules) and a GA Director or a Quadrangle Director as determined by mutual agreement of the GA Entities and the Quadrangle Entities; and (C) upon the completion of the Second Post-IPO Period, the audit committee shall consist of at least three Independent Directors designated by the Board (upon recommendation of the nominating and corporate governance committee) (at least one of whom shall satisfy the audit committee “financial expert” requirements as such term is defined by Applicable Governance Rules); (ii) the compensation committee shall consist of three members: an Independent Director designated by the Board (upon recommendation of the nominating and corporate governance committee), a Quadrangle Director and a GA Director; (iii) the nominating and corporate governance committee shall consist of three members: a Director designated by the Board, a Quadrangle Director and a GA Director; and (iv) the Quadrangle Entities and the GA Entities shall have the right to designate a number of Directors comprising such other Board committees that is proportionate to the number of Directors that such Shareholders are entitled to designate pursuant to Section 2.01(a); provided, that (upon the recommendation of the nominating and corporate governance committee of the Board) the Board shall, only to the extent necessary to comply with Applicable Governance Rules, modify the composition of any such committee to the extent required to comply with such Applicable Governance Rules and, with respect to the compensation committee, Section 162(m) of the Code or Rule 16b-3(b)(3) of the Exchange Act; and provided, further, that no Institutional Shareholder shall have the right to designate any member of a special committee formed in connection with any transaction, or proposed transaction, between the Company or any Subsidiary of the Company, on the one hand, and such Shareholder or an Affiliate of such Shareholder, on the other hand. (c) To the extent that the Quadrangle Entities or the GA Entities have a right to designate a Director after the date hereof in accordance with this Article IIAgreement, initially consisting of such Director will be placed in a class (ieither Class I, Class II or Class III) seven (7) of whom have been nominated as mutually agreed upon by the PartnersQuadrangle Entities and the GA Entities, or if the Quadrangle Entities and the GA Entities cannot agree on the Class of such Director, as determined by the Board; provided, to the extent permitted under Applicable Governance Rules, that in either case such Director will be placed in the Class with the longest remaining term. (d) Notwithstanding anything to the contrary in this Agreement, but subject to the last proviso in Section 2.01(a), at such time as the Pro Rata Share of the Quadrangle Entities is less than 17.5% but greater than or equal to 10%, the Quadrangle Entities shall be entitled to designate not more than two Quadrangle Directors. At such time as the Pro Rata Share of the Quadrangle Entities is less than 10% but greater than or equal to 5%, the Quadrangle Entities shall be entitled to designate not more than one Quadrangle Director. At such time as the Pro Rata Share of the Quadrangle Entities is less than 5%, the Quadrangle Entities shall not be entitled to designate any Quadrangle Directors. At such time as the Pro Rata Share of the GA Entities is less than 17.5% but greater than or equal to 10%, the GA Entities shall be entitled to designate not more than two GA Directors. At such time as the Pro Rata Share of the GA Entities is less than 10% but greater than or equal to 5%, the GA Entities shall be entitled to designate not more than one GA Director. At such time as the Pro Rata Share of the GA Entities is less than 5%, the GA Entities shall not be entitled to designate any GA Directors. To the extent that the Quadrangle Entities or the GA Entities are no longer entitled to designate any Director or committee member such Director or committee member shall be selected by the Board (upon recommendation of the nominating and corporate governance committee). (e) Each Institutional Shareholder entitled to vote for the election of Directors to the Board agrees that it will vote its Common Shares or execute written consents, as the case may be, and thereafter take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. The Company agrees to cause each individual designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each2.01 to be nominated to serve as a Director on the Board, a “Partner Director”), at least four (4) of whom shall satisfy and to take all applicable independence requirements other necessary actions (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, calling a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee special meeting of the Board as a chair and and/or shareholders) to ensure that the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each composition of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long Board is as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedset forth in this Section 2.01.

Composition of the Board. At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for (a) For so long as such Party holds Crandall Close Bowles is serving as Chief Executive Officer of record or beneficially owns any Registrable Securitiesthe Cxxxxxx, all Necessary Action to cause the Board to be comprised Boaxx xxxll consist of eleven (11) directors nominated in accordance with this Article IIsix Directors, initially consisting of selected as follows: (i) seven three Directors (7the "Family Directors") of whom have been shall be nominated by the PartnersFamily Representative on behalf of the Family Shareholders, so long as the Family Shareholders continue to hold at least 67% of the Base Amount, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three Directors (3the "Investor Directors") of whom have been shall be nominated by the SponsorInvestor Representative on behalf of the Investors, so long as the Investors continue to hold at least 67% of the Base Amount. After such time as the Family Shareholders cease to hold at least 67% of the Base Amount, the number of Family Directors to be nominated by the Family Representative on behalf of the Family Shareholders shall be (i) two so long as the Family Shareholders continue to hold at least 33% of the Base Amount and (ii) none when the Family Shareholders cease to hold at least 33% of the Base Amount. After such time as the Investors cease to hold at least 67% of the Base Amount, the number of Investor Directors to be nominated by the Investor Representative on behalf of the Investors shall be (i) two so long as the Investors continue to hold at least 33% of the Base Amount and (ii) none when the Investors cease to hold at least 33% of the Base Amount. The loss by the Family Representative or the Investor Representative of the ability to nominate a Director or Directors pursuant to this Section 4.1(a) is not intended to affect the overall number of Directors of the Company, and thereafter designated any Director whose nomination is not provided for by this Section 4.1(a) shall be elected in accordance with the second sentence of Section 4.1(c). (b) During any period in which Crandall Close Bowles is not the Chief Executive Officer of the Compxxx, xxx Board xxxxx consist of seven Directors, including (i) the Directors nominated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”4.1(a), at least one (1) if any, none of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on may be the audit committee of the Board as a chair and the compensation committee as a member)Chief Executive Officer, and (iiiii) one the Chief Executive Officer. (1c) Each Shareholder agrees that it shall vote its shares of whom has been jointly nominated Company Common Stock or execute consents, as the case may be, and take all other necessary action in order to ensure that the Board is as set forth in this Section 4.1. If, as a result of dispositions of Company Common Stock by the mutual agreement of Sponsor and Investors or the Partners (Family Shareholders, there are positions on the “Joint Director”Board for which nominations are not supplied pursuant to Section 4.1(a), which Joint Director each Shareholder may vote its shares of Company Common Stock as it sees fit to fill such positions. The Board immediately after the Effective Time shall satisfy all applicable independence requirements. At and following the Closing, each consist of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.individuals listed on Exhibit D.

Composition of the Board. At and following the Closing, each (a) The Board of Directors of the Partners and Company (the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to "Board") shall be comprised of eleven nine (119) directors nominated in accordance with this Article II, initially consisting of members: (i) seven So long as MAS holds 2.0% or more of the Common Stock (7the "MAS Threshold"), MAS shall have the right to designate one (1) person to serve as a member of whom the Board (an "MAS Director"); (ii) So long as PRWW holds 2.0% or more of the Common Stock (the "PRWW Threshold"), PRWW shall have been nominated by the Partnersright to designate one (1) person to serve as a member of the Board (a "PRWW Director"); (iii) So long as the Preferred A Shareholders hold 2.0% or more of the Common Stock (the "Preferred A Shareholder Threshold"), the Preferred A Shareholders shall have the right to designate one (1) person to serve as a member of the Board as provided in the Certificate of Incorporation (a "Preferred A Shareholder Director"); (iv) So long as GE holds 2.0% or more of the Common Stock (the "GE Threshold"), GE shall have the right to designate one (1) person to serve as a member of the Board as the representative of the Preferred B Shareholders as provided in the Certificate of Incorporation (a "Preferred B Shareholder Director"); (v) Until July 2, 2000, Xxxxxx shall be a member of and thereafter designated pursuant shall serve as Chairman of the Board and shall have the right to Section 2.1(bdesignate four (4) or Section 2.1(d) additional persons to serve as members of this Investor Rights Agreement the Board, including two directors who are independent and are reasonably satisfactory to the Preferred A Shareholders and the Preferred B Shareholders, each voting as a separate class (each, a “Partner "Xxxxxx Director”"), at least four except if during this period Xxxxxx becomes deceased or: (4a) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees in his capacity as either an employee or director of the Board)Company, engages in conduct which is grossly negligent, unprofessional, unethical, immoral, fraudulent or detrimental to the reputation of the Company, which conduct results in a material detriment to the Company; (b) is convicted of a felony or any crime involving dishonesty or theft; (c) becomes disabled and unable to perform his duties to the Company for (i) a period of 120 consecutive days or (ii) three 180 days during any 12-month period; or (3d) a failure of whom the Company to have been nominated by accomplished any of the Sponsorfollowing (i.e., and thereafter designated if the Company shall have achieved any one of the following, no "failure" shall have occurred): (i) gross revenues of $5 million for the six month period ended December 31, 1999, or (ii) prior to December 31, 1999, having sold shares of its Common Stock pursuant to Section 2.1(can effective registration statement under the Securities Act at a before the money market capitalization of not less than $100 million, or (iii) prior to December 31, 1999, having sold the Company (whether by sale of all or Section 2.1(dsubstantially all of the Company's assets, sale of all of the Company's stock, or by merger or consolidation) where the gross proceeds to the Company or the shareholders, as the case may be, is not less than $100 million; thereafter, so long as Xxxxxx holds 2.0% or more of this Investor Rights Agreement the Common Stock (each, a “Sponsor Director”the "Xxxxxx Threshold"), Xxxxxx shall have the right to designate at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent person to serve as member of the Board. (b) Notwithstanding anything to the contrary in this Section 3.1(a) and Section 3.1(c), from and after the date on which PRWW, MAS, the audit committee Preferred A Shareholders or GE Transfer any Stock, such transferring Shareholder shall no longer be entitled to designate a director to be elected as a member of the Board and the Shareholders shall not be required to vote for such transferring Shareholder's director. (c) Subject to Section 3.1(b), the Company and the Shareholders shall each use their best efforts to cause the MAS Director, the PRWW Director, the Xxxxxx Director, the Preferred A Shareholder Director and the Preferred B Shareholder Director to be elected to, and to be maintained as a chair member of, the Board (including (i) in the case of the Company, recommending to the shareholders of the Company the election of such directors to the Board and opposing any proposal to remove any of such directors at each meeting of the compensation committee as a membershareholders of the Company at which the election or removal of members of the Board is on the agenda and (ii) in the case of the Shareholders, voting all of their Voting Shares in favor of such directors, and voting such shares against any person opposing such directors), and shall take no action that would diminish the prospects of such directors being elected to the Board or increase the prospects of such directors being removed from the Board. (iiid) one In all other cases, subject to the rights of the holders of Series B Stock under Section 9 of Article Fourth, paragraph (1b) of whom has been jointly nominated by the mutual agreement Certificate of Sponsor and Incorporation, the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each holders of a majority of the Sponsor outstanding shares of Common Stock, Series A Stock and Series B Stock, voting together as a single class, shall have the Partners, severally and not jointly, agrees right to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause elect the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term members of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedBoard.

Composition of the Board. At and following (a) Effective as of the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to shall be comprised of eleven 16 members, consisting of six designees of SPE, three designees of USI, one designee of the Claridge Group, two Management Directors and four Independent Directors. The designees of SPE, USI and the Claridge Group shall have been designated by SPE, USI and the Claridge Group prior to the Closing in accordance with the provisions of Section 6.18 of the Master Agreement, the Independent Directors shall have been designated by SPE, USI and a majority of the members of the Special Committee (11as defined in the Master Agreement) directors nominated prior to the Closing in accordance with the provisions of Section 6.18 of the Master Agreement and the Management Directors shall be the individuals satisfying the criteria set forth in Section 2.10). (b) After the Closing, SPE, USI and the Claridge Group shall be entitled to designate for nomination for election to the Board the number of Directors set forth in the Directors Chart which corresponds to such Stockholder's Applicable Percentage; provided, however, that: (i) (x) until the five-year anniversary of the Closing, the Claridge Group shall be entitled to designate one Director if its Applicable Percentage exceeds 3.5%, and, thereafter, if its Applicable Percentage exceeds 5%, and (y) the Claridge Group's entitlement to designate two or more Directors shall be determined in accordance with this Article IISection 2.1 on the same basis as the entitlement of the other Stockholders; (ii) if the Directors Chart provides that the Stockholders would in the aggregate be entitled to designate more than 14 Directors, initially consisting each reference to a percentage in such chart under the "Applicable Percentage" column, shall be increased by the least number of percentage points that would result in the Stockholders in the aggregate being entitled to designate 14 Directors (after giving effect to the provisions of clause (i)(x) above; and (iii) prior to the four-year anniversary of the Closing, no Stockholder shall be entitled to designate more than eight Directors, provided, however, that if any Stockholder would be entitled to designate more than eight Directors pursuant to the Directors Chart based on such Stockholder's Adjusted Applicable Percentage (rather than such Stockholder's Applicable Percentage), (x) such Stockholder shall be entitled to designate the number of Directors set forth in the Directors Chart based on such Stockholder's Applicable Percentage and (y) the limitation contained in this clause (iii) regarding a Stockholder's entitlement to designate Directors shall thereupon terminate. (c) Notwithstanding anything to the contrary contained in Section 2.1(b), each of SPE and USI covenants and agrees with the other and each member of the Claridge Group covenants and agrees with each of SPE and USI that: (i) no Stockholder shall be entitled to designate more than six Directors, provided, however, that if any Stockholder would be entitled to designate more than eight Directors pursuant to the Directors Chart based on such Stockholder's Adjusted Applicable Percentage (rather than such Stockholder's Applicable Percentage), such Stockholder shall be entitled to designate such greater number of Directors and the limitation contained in this clause (i) regarding a Stockholder's entitlement to designate Directors shall thereupon terminate, provided, further, that, if at any time commencing on the three-year anniversary of the Closing, any Stockholder's Applicable Percentage exceeds 45%, the limitation contained in this clause (i) regarding a Stockholder's entitlement to designate Directors shall be increased from six Directors to seven Directors; (7ii) at any time that SPE's Applicable Percentage equals or exceeds 40.625% but the number of SPE Directors is limited to six by clause (i) of whom have been this Section 2.1(c), USI agrees with SPE that one of the individuals designated by USI to serve as a Director shall be an Independent Director so long as USI's Applicable Percentage equals or exceeds 21.875% (provided that in determining whether such individual is an Independent Director, the opinion of such Stockholder shall be substituted for the opinion of the Nominating Committee for purposes of clauses (i) and (iii) of Section 2.1(i)); and (iii) at any time that USI's Applicable Percentage equals or exceeds 40.625% but the number of USI Directors is limited to six by clause (i) of this Section 2.1(c), SPE agrees with USI that one of the individuals designated by SPE to serve as a Director shall be an Independent Director so long as SPE's Applicable Percentage exceeds 21.875% (provided that in determining whether such individual is an Independent Director, the opinion of such Stockholder shall be substituted for the opinion of the Nominating Committee for purposes of clauses (i) and (iii) of Section 2.1(i)). (d) After the Closing, except for the designees of the Stockholders and for the Management Directors (who shall be selected in accordance with Section 2.1(i) and (j)), the individuals to be nominated for election as Directors shall all be Independent Directors and shall be selected in accordance with Section 2.1(i), unless the Independent Directors (based on a Determination of the Independent Directors) shall otherwise agree, provided that there shall be at least two Independent Directors and at least two Management Directors nominated in each such election. (e) Each Stockholder agrees to vote (and cause each of its Affiliates to vote, if applicable), or act by written consent with respect to, any Voting Shares beneficially owned by it to cause the designees of SPE, USI and the Claridge Group and each of the Independent Directors and Management Directors designated by the PartnersNominating Committee to be elected to the Board, and thereafter designated the Company agrees to use its best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as members of the Board as provided herein. At least 45 days prior to its distribution of its proxy statement or information statement with respect to each meeting of stockholders at which Directors are to be elected, the Company shall notify each Stockholder that is then entitled to designate Directors pursuant to Section 2.1(b) or Section 2.1(dof (i) the aggregate number of this Investor Rights Agreement (each, a “Partner Director”), Directors to be elected at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board)meeting, (ii) three such Stockholder's Applicable Percentage as of the record date for such meeting and (3iii) the number of Directors such Stockholder is entitled to designate (calculated based on such Stockholder's Applicable Percentage as of the record date). Each Stockholder shall notify the Company of the Directors designated by it pursuant to this Section on or prior to the close of business on the later of (x) the 15th day following its receipt of the Company's notice and (y) the 20th day prior to the Company's distribution of such proxy statement or information statement. (f) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of whom any SPE Director, USI Director or Claridge Director, SPE, USI or the Claridge Group, as the case may be, shall have been nominated the right to designate a replacement Director to fill such vacancy and the Company agrees to use its best efforts to cause such vacancy to be filled with the replacement Director so designated. Upon the written request of SPE, USI or the Claridge Group, each Stockholder shall vote (and cause each of its Affiliates to vote, if applicable), or act by written consent with respect to, all Voting Shares beneficially owned by it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such requesting party and to elect any replacement Director designated as provided in the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) first sentence of this Investor Rights Agreement Section 2.1(f). Unless all the Stockholders otherwise agree, no Stockholder or any of its Affiliates shall take any action to cause the removal of any SPE Director, USI Director, Claridge Director, Management Director or Independent Director without cause, except (eachi) in the case of an SPE Director, USI Director or Claridge Director, upon the written request of the Stockholder which designated such Director, (ii) in the case of a “Sponsor Management Director”), at least one (1) of whom if such individual shall satisfy all applicable independence requirements (including being sufficiently independent cease to serve on the audit committee as one of the Board as a chair and two most senior executive officers of the compensation committee as a member)Company, and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”as provided in Section 2.1(g), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each For purposes of the Sponsor preceding sentence, "cause" shall mean the willful and continuous failure of a Director to substantially perform such Director's duties to the Partners, severally Company or the willful engaging by a Director in gross misconduct materially and not jointly, agrees demonstrably injurious to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedCompany.

Composition of the Board. At and following The authorized number of directors on the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Company’s Board to shall initially be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7); three (3) of whom have been nominated shall initially be representatives designated by TPG (the “TPG Directors”), one (1) of whom shall initially be a representative designated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement Rollover Stockholders (each, a the “Partner Rollover Stockholders Director”), at least four one (41) of whom shall satisfy all applicable independence requirements initially be the then-current Chief Executive Officer of the Company (including at least the “CEO Director”), and two (2) of whom shall be sufficiently independent to serve on initially meet the audit and compensation committees of independence criteria set forth in Rule 10A-3 under the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners 1934 Securities Act (the “Joint DirectorIndependent Directors”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the The foregoing directors to shall be divided into three (3) classes of directors, with each class serving of which directors shall serve for staggered three (3) year termsyear-terms and who shall initially be allocated as follows: (i) the class I directors shall include: one (1) TPG Director and one (1) Independent Director; (ii) the class II directors shall include: one (1) TPG Director and the Rollover Stockholders Director; and (iii) the class III directors shall include: one (1) TPG Director, the CEO Director and one (1) Independent Director. The initial term of the Class class I directors shall expire immediately following PubCoat the Company’s 2022 2017 annual meeting of stockholders at which directors are elected. The initial term of the Class class II directors shall expire immediately following PubCoat the Company’s 2023 2018 annual meeting of stockholders at which directors are elected. The initial term of the Class class III directors shall expire immediately following PubCoat the Company’s 2024 2019 annual meeting at which directors are elected. Any additional authorized directors shall be assigned to classes in as nearly as equal number as possible.

Composition of the Board. At and following (a) Effective as of the ClosingTrigger Date (as defined in the Subscription Agreement), the Board shall be comprised of seven directors, and, subject to the provisions of Sections 2.01(b) through 2.01(j) hereof, such directors shall be designated as follows: (i) Wind Acquisition shall have the right to designate three directors (the “Wind Directors”); (ii) CVPS shall have the right to designate three directors (the “CVPS Directors”); and (iii) the Chief Executive Officer of the Company (who shall initially be Xxxxx X. Xxxxx, Xx.) shall be designated as a director (the “CEO Director”). (b) Subsequent to the date hereof, in the event of any changes in the Ownership Percentage of Wind Acquisition or CVPS, each of Wind Acquisition and CVPS shall be entitled to designate the Partners number of directors which corresponds to its Ownership Percentage pursuant to the following table: Ownership Percentage Number of Designees => 90% 6 => 85% and < 90% 5 => 65% and < 85% 4 => 35% and < 65% 3 => 15% and < 35% 2 => 10% and < 15% 1 < 10% 0 (c) Each Stockholder shall, at any time it is then entitled to vote for the Sponsorelection of directors to the Board, severally vote all of its Company Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, and not jointlytake all other necessary action (including causing the Company to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (d) The Company shall cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on the Board, agrees and to take, for so long take all other necessary actions (including calling a special meeting of the Board and/or stockholders) to ensure that the composition of the Board is as set forth in this Section 2.01. The Company and each Stockholder shall take such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action action as may be required under applicable law to cause the Board to consist of the number of directors specified in Section 2.01(a). (e) If at any time, the Ownership Percentage of Wind Acquisition or CVPS is reduced (by Transfer, issuance of new Company Equity Securities by the Company or otherwise, in each case in compliance with this Agreement) such that the number of directors that Wind Acquisition or CVPS, as the case may be, is entitled to designate pursuant to Section 2.01(a) is reduced by one or more directors, then Wind Acquisition or CVPS, as the case may be, shall promptly cause such number of its then designated directors equal to the number by which the number of its designated directors has been so reduced as aforesaid to resign from the Board. Such director position(s) shall be comprised filled by the stockholders of eleven (11) the Company in accordance with the VBCL, the Restated Certificate, the New By-laws and this Agreement. Notwithstanding that Wind Acquisition or CVPS is no longer entitled to designate one or more persons to serve as directors nominated pursuant to Section 2.01(a), nothing herein shall preclude an Affiliate, director, officer, partner, associate or employee of Wind Acquisition or CVPS from serving on the Board; provided that such person is elected by the stockholders of the Company in accordance with this Article II, initially consisting Section 2.01(e) and is not otherwise in violation of this Agreement. (if) seven (7) of whom have been nominated by To the Partners, and thereafter designated extent that Wind Acquisition or CVPS is entitled to designate at least one director pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”2.01(a), at least four (4) of whom the Stockholders shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent cause the Board to serve on the cause each executive committee, compensation committee, audit and compensation committees of the Board)committee, (ii) three (3) of whom have been nominated by the Sponsorinvestment committee, and thereafter designated pursuant to Section 2.1(c) nominating committee or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit other significant committee of the Board (including any committee performing the functions usually reserved for the committees described above), if any, to include at least one Wind Director and one CVPS Director; provided that the composition of each committee shall reflect the relative number of Wind Directors and CVPS Directors on the Board. (g) Notwithstanding the terms of any other stockholders agreement, partnership agreement, limited liability company agreement or other similar governance agreement or instrument of any Subsidiary of the Company, if any Wind Director or CVPS Director shall serve as a chair member of the board of directors or other governing body of any Subsidiary of the Company, then the composition of such Subsidiary board of directors or other governing body shall reflect the relative number of Wind Directors and CVPS Directors on the compensation committee Board. (h) The Stockholders shall negotiate in good faith such changes to the composition of the members of the board of directors of the Company as may be necessary to comply with applicable securities laws or any law, rule or listing requirement of any national stock exchange or SEC recognized trading market on which securities of the company are listed or quoted that is applicable to the Company, including the appointment of independent directors; provided that the relative number of Wind Directors and CVPS Directors on the Board shall, to the extent practicable, reflect the requirements of Sections 2.01(a) through (e). (i) CVPS shall not, and shall not have the right to, designate a Person as a memberCVPS Director if such Person is a director, officer or otherwise an employee of any Company Competitor or if such Person is an Affiliate of a Company Competitor, unless, in each case, CVPS shall cause any such CVPS Director to execute an agreement pursuant to which such Person agrees to take reasonable steps to ensure that no Competitively Sensitive Information relating to the Company, its Subsidiaries or the Project Companies is transferred, communicated or otherwise disclosed to any other Person at CRC, CVPS or a Company Competitor and CVPS shall otherwise comply with its obligations under this Agreement (including, without limitation, Sections 5.02 and 5.04 hereof). In addition, and any CVPS Director who is a director, officer or otherwise an employee of any Company Competitor or who is an Affiliate of a Company Competitor shall, in addition to executing the agreement specified in the preceding sentence, recuse him or herself from any discussions of the Board involving Competitively Sensitive Information. (iiij) one (1) The right of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor CVPS and the Partners, severally and not jointly, agrees Wind Acquisition to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing designate directors to the Board pursuant to Section 2.01(a) hereof shall be divided into three (3) classes of directors, transferable to a Third Party only in connection with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electeda Qualifying Rights Transfer.

Composition of the Board. At and following the ClosingCommittees. (a) The Board shall consist of seven members, of whom two shall be nominated by DLJMB, one shall be nominated by each of the Partners CVC, MMI and the SponsorManagement Shareholders, severally and two shall be selected with the unanimous approval of the Institutional Shareholders and nominated by such Institutional Shareholders and shall be individuals which are not jointly, agrees to take, for so long "Affiliates" or "Associates" (as such Party holds those terms are used within the meaning of record or beneficially owns any Registrable Securities, all Necessary Action to cause Rule 12b-2 of the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7General Rules and Regulations under the Exchange Act) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) any Shareholder or Section 2.1(d) of this Investor Rights Agreement its Affiliates (each, an "independent director"). Each Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its shares of Common Stock or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a “Partner Director”special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01; provided that no Shareholder shall be required to vote for another Shareholder's nominee(s) if the number of shares of Common Stock held by the Shareholder or group of Shareholders, as applicable, making the nomination (or, in the case of a nomination by DLJMB or CVC, of the DLJ Entities or the CVC Entities, respectively) is, at the close of business on the day preceding such vote or execution of consents, less than 10% of such Shareholder's or group of Shareholders' (or the DLJ Entities' or the CVC Entities'), at least four as applicable, Initial Ownership of Common Stock on a Fully Diluted basis. (4b) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit Each committee of the Board as shall consist of at least four members, of whom one shall be a chair and DLJMB representative, one shall be the compensation committee as a member)CVC representative, one shall be the MMI representative, and (iii) one (1) of whom has been jointly nominated by shall be the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each representative of the Sponsor Management Shareholders (except (i) no such representative shall serve on the Audit Committee and (ii) any such representative to the Partners, severally and not jointly, agrees to take, for so long Compensation Committee shall recuse himself as such Party holds of record or beneficially owns appropriate). (c) The Board shall meet at least four times in any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedyear.

Composition of the Board. At and following (a) The Board shall consist of seven members or such greater number as is established in accordance with the ClosingBylaws, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long Company shall take such action as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action is necessary to cause the Board following persons to be comprised of eleven (11) directors nominated nominated, in accordance with this Article IIthe Bylaws, initially consisting of to stand for election to serve as directors in the positions (i.e., as Class I Directors, Class II Directors or Class III Directors) specified below: (i) seven at any time the Summit Investors own of record 50% or more of the number of shares of Common Stock owned thereby as of August 3, 1998 (7including Warrants on an as if exercised basis and disregarding stock splits, recapitalizations and similar adjustments in number of shares and stock dividends), one individual designated by Summit on behalf of the Summit Investors, and, as long as the Board is classified, such individual shall stand for election as a Class III Director (the "SUMMIT-INVESTOR DESIGNEE"); (ii) at any time the Windx Xxxx Xxxestors own of whom have been nominated record 50% or more of the number of shares of Common Stock owned thereby as of August 3, 1998 (including those owned of record by the PartnersIBJ Whitehall Bank & Trust Company as of August 3, and thereafter designated 1998 pursuant to Section 2.1(bthe escrow established in connection with the Windx Xxxx Xxxger) (including Warrants on an as if exercised basis and disregarding stock splits, recapitalizations and similar adjustments in number of shares and stock dividends), one individual designated by BRS, which individual shall stand for election as a Class I Director (the "WINDX XXXX XXXIGNEE"); (iii) at any time the Chase Percentage Ownership is 5% or Section 2.1(d) of this Investor Rights Agreement greater, two individuals shall be designated by Chase (each, a “Partner Director”)"CHASE DESIGNEE") to stand for election and, at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns the Board is classified, one Chase Designee shall stand for election to serve as a Class III Director and the second Chase Designee shall stand for election to serve as a Class II Director; Second Amended and Restated Investors' Agreement 11 15 (iv) at any Registrable Securities, all Necessary Action to cause time the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term Percentage Ownership of the Class I directors DLJ Entities is 5% or greater, one individual (the "DLJMB DESIGNEE") shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of be designated by DLJ Merchant Banking Partners, L.P. ("DLJMB") to stand for election and, so long as the Class II directors Board is classified, the DLJMB Designee shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the stand for election to serve as a Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.Director;

Composition of the Board. At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, PubCo shall take all Necessary Action to cause (x) the Board to be comprised of eleven ten (1110) directors nominated in accordance with this Article IIdirectors, initially consisting selected as set forth herein. As of the Closing Date, the Board shall include (i) seven two (72) of whom have been nominated directors designated to PubCo by the PartnersShareholder Representative (such directors, and thereafter any of their successors designated pursuant to Section 2.1(b) or Section 2.1(d) 2.2.3 of this Investor Rights Agreement (Agreement, each, a “Partner Pre-Closing Holder Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three two (32) directors designated to PubCo by Sponsor (such directors and any of whom have been nominated by the Sponsor, and thereafter their successors designated pursuant to Section 2.1(c) or Section 2.1(d) 2.2.4 of this Investor Rights Agreement (Agreement, each, a “Sponsor Director”), at least one (1iii) of whom shall satisfy all applicable independence requirements three (including being sufficiently 3) independent directors designated to serve on PubCo by Sponsor and two (2) independent directors designated to PubCo by the audit committee of the Board as a chair Shareholder Representative (such directors and the compensation committee as a memberany successors designated pursuant to Section 2.2.6, each, an “Independent Director”), and (iiiiv) one (1) the chief executive officer of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirementsPubCo. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors are to be divided into three (3) classes of directors, with each class serving for staggered three year-terms as follows: (3a) year termsThe Class I directors shall include: 1 Sponsor Director, 1 Independent Director designated by Sponsor (selected for Class I by the Sponsor) and 1 Independent Director designated by the Shareholder Representative (selected for Class I by the Shareholder Representative); (b) The Class II directors shall include: 2 Independent Directors designated by Sponsor (selected for Class II by the Sponsor) and 1 Independent Director designated by the Shareholder Representative (selected for Class II by the Shareholder Representative); (c) The Class III directors shall include: the CEO of PubCo, 1 Sponsor Directors (selected for Class III by the Sponsor) and 2 Pre-Closing Holder Directors (selected for Class III by the Shareholder Representative); The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class I II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II III directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At and following (a) Effective as of the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to shall be comprised of eleven 16 members, consisting of six designees of SPE, three designees of USI, one designee of the Claridge Group, two Management Directors and four Independent Directors. The designees of SPE, USI and the Claridge Group shall have been designated by SPE, USI and the Claridge Group prior to the Closing in accordance with the provisions of Section 6.18 of the Master Agreement, the Independent Directors shall have been designated by SPE, USI and a majority of the members of the Special Committee (11as defined in the Master Agreement) directors nominated prior to the Closing in accordance with the provisions of Section 6.18 of the Master Agreement and the Management Directors shall be the individuals satisfying the criteria set forth in Section 2.1(j). (b) After the Closing, SPE, USI and the Claridge Group shall be entitled to designate for nomination for election to the Board the number of Directors set forth in the Directors Chart which corresponds to such Stockholder's Applicable Percentage; provided, however, that: (i) (x) until the five-year anniversary of the Closing, the Claridge Group shall be entitled to designate one Director if its Applicable Percentage exceeds 3.5%, and, thereafter, if its Applicable Percentage exceeds 5%, and (y) the Claridge Group's entitlement to designate two or more Directors shall be determined in accordance with this Article IISection 2.1 on the same basis as the entitlement of the other Stockholders; (ii) if the Directors Chart provides that the Stockholders would in the aggregate be entitled to designate more than 14 Directors, initially consisting each reference to a percentage in such chart under the "Applicable Percentage" column, shall be increased by the least number of percentage points that would result in the Stockholders in the aggregate being entitled to designate 14 Directors (after giving effect to the provisions of clause (i)(x) above); and (iii) prior to the four-year anniversary of the Closing, no Stockholder shall be entitled to designate more than eight Directors, provided, however, that if any Stockholder would be entitled to designate more than eight Directors pursuant to the Directors Chart based on such Stockholder's Adjusted Applicable Percentage (rather than such Stockholder's Applicable Percentage), (x) such Stockholder shall be entitled to designate the number of Directors set forth in the Directors Chart based on such Stockholder's Applicable Percentage and (y) the limitation contained in this clause (iii) regarding a Stockholder's entitlement to designate Directors shall thereupon terminate. (c) Notwithstanding anything to the contrary contained in Section 2.1(b), each of SPE and USI covenants and agrees with the other and each member of the Claridge Group covenants and agrees with each of SPE and USI that: (i) no Stockholder shall be entitled to designate more than six Directors, provided, however, that if any Stockholder would be entitled to designate more than eight Directors pursuant to the Directors Chart based on such Stockholder's Adjusted Applicable Percentage (rather than such Stockholder's Applicable Percentage), such Stockholder shall be entitled to designate such greater number of Directors and the limitation contained in this clause (i) regarding a Stockholder's entitlement to designate Directors shall thereupon terminate, provided, further, that, if at any time commencing on the three-year anniversary of the Closing, any Stockholder's Applicable Percentage exceeds 45%, the limitation contained in this clause (i) regarding a Stockholder's entitlement to designate Directors shall be increased from six Directors to seven Directors; (7ii) at any time that SPE's Applicable Percentage equals or exceeds 40.625% but the number of SPE Directors is limited to six by clause (i) of whom have been this Section 2.1(c), USI agrees with SPE that one of the individuals designated by USI to serve as a Director shall be an Independent Director so long as USI's Applicable Percentage equals or exceeds 21.875% (provided that in determining whether such individual is an Independent Director, the opinion of such Stockholder shall be substituted for the opinion of the Nominating Committee for purposes of clauses (i) and (iii) of Section 2.1(i)); and (iii) at any time that USI's Applicable Percentage equals or exceeds 40.625% but the number of USI Directors is limited to six by clause (i) of this Section 2.1(c), SPE agrees with USI that one of the individuals designated by SPE to serve as a Director shall be an Independent Director so long as SPE's Applicable Percentage exceeds 21.875% (provided that in determining whether such individual is an Independent Director, the opinion of such Stockholder shall be substituted for the opinion of the Nominating Committee for purposes of clauses (i) and (iii) of Section 2.1(i)). (d) After the Closing, except for the designees of the Stockholders and for the Management Directors (who shall be selected in accordance with Section 2.1(i) and (j)), the individuals to be nominated for election as Directors shall all be Independent Directors and shall be selected in accordance with Section 2.1(i), unless the Independent Directors (based on a Determination of the Independent Directors) shall otherwise agree, provided that there shall be at least two Independent Directors and at least two Management Directors nominated in each such election. (e) Each Stockholder agrees to vote (and cause each of its Affiliates to vote, if applicable), or act by written consent with respect to, any Voting Shares beneficially owned by it to cause the designees of SPE, USI and the Claridge Group and each of the Independent Directors and Management Directors designated by the PartnersNominating Committee to be elected to the Board, and thereafter designated the Company agrees to use its best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as members of the Board as provided herein. At least 45 days prior to its distribution of its proxy statement or information statement with respect to each meeting of stockholders at which Directors are to be elected, the Company shall notify each Stockholder that is then entitled to designate Directors pursuant to Section 2.1(b) or Section 2.1(dof (i) the aggregate number of this Investor Rights Agreement (each, a “Partner Director”), Directors to be elected at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board)meeting, (ii) three such Stockholder's Applicable Percentage as of the record date for such meeting and (3iii) the number of Directors such Stockholder is entitled to designate (calculated based on such Stockholder's Applicable Percentage as of the record date). Each Stockholder shall notify the Company of the Directors designated by it pursuant to this Section on or prior to the close of business on the later of (x) the 15th day following its receipt of the Company's notice and (y) the 20th day prior to the Company's distribution of such proxy statement or information statement. (f) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of whom any SPE Director, USI Director or Claridge Director, SPE, USI or the Claridge Group, as the case may be, shall have been nominated the right to designate a replacement Director to fill such vacancy and the Company agrees to use its best efforts to cause such vacancy to be filled with the replacement Director so designated. Upon the written request of SPE, USI or the Claridge Group, each Stockholder shall vote (and cause each of its Affiliates to vote, if applicable), or act by written consent with respect to, all Voting Shares beneficially owned by it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such requesting party and to elect any replacement Director designated as provided in the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) first sentence of this Investor Rights Agreement Section 2.1(f). Unless all the Stockholders otherwise agree, no Stockholder or any of its Affiliates shall take any action to cause the removal of any SPE Director, USI Director, Claridge Director, Management Director or Independent Director without cause, except (eachi) in the case of an SPE Director, USI Director or Claridge Director, upon the written request of the Stockholder which designated such Director, (ii) in the case of a “Sponsor Management Director”), at least one (1) of whom if such individual shall satisfy all applicable independence requirements (including being sufficiently independent cease to serve on the audit committee as one of the Board as a chair and two most senior executive officers of the compensation committee as a member)Company, and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”as provided in Section 2.1(g), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each For purposes of the Sponsor preceding sentence, "cause" shall mean the wilful and continuous failure of a Director to substantially perform such Director's duties to the Partners, severally Company or the wilful engaging by a Director in gross misconduct materially and not jointly, agrees demonstrably injurious to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedCompany.

Composition of the Board. At and following the ClosingMarch 1, 2024, each of the Partners Sponsor, the Sellers and the SponsorPIF, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause (x) the Board to be comprised of eleven thirteen (1113) directors (subject to the parenthetical set forth in clause (v) of this paragraph and the proviso immediately following clause (vi) of this paragraph) and (y) those individuals to be nominated in accordance with this Article II, initially consisting of namely (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Seller Representative, initially Axxxx Xxxxxx, Hxxxxx Xxxxxxxxx and Mxxxxxx Xxxxx, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(f) of this Investor Rights Agreement (each, a “Seller Director”), (ii) two (2) of whom have been nominated by the Sponsor, initially Mxxxxxx Xxxxx and Gxxxx Xxxxxx, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d2.1(f) of this Investor Rights Agreement (each, a “Sponsor Director”), at least (iii) five (5) of whom have been nominated pursuant to Section 2.1(d) or Section 2.1(f) (each, an “Independent Director”), (iv) one of whom shall be the chief executive officer of PubCo (the “CEO Director”), (v) one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee be Dxxx Xxxxx for so long as he is executive chairman or non-executive chairman of the Board or for so long as a chair and the compensation committee as a memberBoard shall determine, in its sole discretion, to include him in the slate of nominees to be voted upon by the stockholders of PubCo (it being agreed, for avoidance of doubt, that such director nominee under this clause (v) shall only be applicable to the extent Dxxx Xxxxx is not then the CEO Director), ; and (iiivi) one (1) of whom has been jointly nominated by shall be Mxxx Xxxxx until PubCo’s 2024 Annual Meeting of Stockholders; provided that the mutual agreement Board size shall be comprised of Sponsor and either twelve (12) or eleven (11) directors, as applicable, at the Partners (time Mx. Xxxxx and/or Mx. Xxxxx are no longer serving as a director of the “Joint Director”), which Joint Director shall satisfy all applicable independence requirementsBoard. At and following the Closing, each of the Sponsor Sponsor, the Sellers and the PartnersPIF, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year year-terms. The initial term , and at least one Seller Director and one Sponsor Director in each class of directors, to the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedextent possible.

Composition of the Board. At and following (a) Effective as of the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to shall be comprised of eleven 16 members, consisting of six designees of SPE, three designees of USI, one designee of the Claridge Group, two Management Directors and four Independent Directors. The designees of SPE, USI and the Claridge Group shall have been designated by SPE, USI and the Claridge Group prior to the Closing in accordance with the provisions of Section 6.18 of the Master Agreement, the Independent Directors shall have been designated by SPE, USI and a majority of the members of the Special Committee (11as defined in the Master Agreement) directors nominated prior to the Closing in accordance with the provisions of Section 6.18 of the Master Agreement and the Management Directors shall be the individuals satisfying the criteria set forth in Section 2.1(j). (b) After the Closing, SPE, USI and the Claridge Group shall be entitled to designate for nomination for election to the Board the number of Directors set forth in the Directors Chart which corresponds to such Stockholder's Applicable Percentage; provided, however, that: (i) (x) until the five-year anniversary of the Closing, the Claridge Group shall be entitled to designate one Director if its Applicable Percentage exceeds 3.5%, and, thereafter, if its Applicable Percentage exceeds 5%, and (y) the Claridge Group's entitlement to designate two or more Directors shall be determined in accordance with this Article IISection 2.1 on the same basis as the entitlement of the other Stockholders; (ii) if the Directors Chart provides that the Stockholders would in the aggregate be entitled to designate more than 14 Directors, initially consisting each reference to a percentage in such chart under the "Applicable Percentage" column, shall be increased by the least number of percentage points that would result in the Stockholders in the aggregate being entitled to designate 14 Directors (after giving effect to the provisions of clause (i)(x) above); and (iii) prior to the four-year anniversary of the Closing, no Stockholder shall be entitled to designate more than eight Directors, provided, however, that if any Stockholder would be entitled to designate more than eight Directors pursuant to the Directors Chart based on such Stockholder's Adjusted Applicable Percentage (rather than such Stockholder's Applicable Percentage), (x) such Stockholder shall be entitled to designate the number of Directors set forth in the Directors Chart based on such 18 14 Stockholder's Applicable Percentage and (y) the limitation contained in this clause (iii) regarding a Stockholder's entitlement to designate Directors shall thereupon terminate. (c) Notwithstanding anything to the contrary contained in Section 2.1(b), each of SPE and USI covenants and agrees with the other and each member of the Claridge Group covenants and agrees with each of SPE and USI that: (i) seven (7) of whom have been nominated by the Partnersno Stockholder shall be entitled to designate more than six Directors, and thereafter designated provided, however, that if any Stockholder would be entitled to designate more than eight Directors pursuant to Section 2.1(bthe Directors Chart based on such Stockholder's Adjusted Applicable Percentage (rather than such Stockholder's Applicable Percentage), such Stockholder shall be entitled to designate such greater number of Directors and the limitation contained in this clause (i) regarding a Stockholder's entitlement to designate Directors shall thereupon terminate, provided, further, that, if at any time commencing on the three-year anniversary of the Closing, any Stockholder's Applicable Percentage exceeds 45%, the limitation contained in this clause (i) regarding a Stockholder's entitlement to designate Directors shall be increased from six Directors to seven Directors; (ii) at any time that SPE's Applicable Percentage equals or Section 2.1(dexceeds 40.625% but the number of SPE Directors is limited to six by clause (i) of this Investor Rights Agreement (each, a “Partner Director”Section 2.1(c), at least four (4) USI agrees with SPE that one of whom shall satisfy all applicable independence requirements (including at least two (2) of whom the individuals designated by USI to serve as a Director shall be sufficiently independent to serve on an Independent Director so long as USI's Applicable Percentage equals or exceeds 21.875% (provided that in determining whether such individual is an Independent Director, the audit and compensation committees opinion of such Stockholder shall be substituted for the opinion of the Board), Nominating Committee for purposes of clauses (iii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one of Section 2.1(i)); and (1iii) at any time that USI's Applicable Percentage equals or exceeds 40.625% but the number of USI Directors is limited to six by clause (i) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”this Section 2.1(c), which Joint SPE agrees with USI that one of the individuals designated by SPE to serve as a Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for be an Independent Director so long as SPE's Applicable Percentage exceeds 21.875% (provided that in determining whether such Party holds individual is an Independent Director, the opinion of record or beneficially owns any Registrable Securities, all Necessary Action to cause such Stockholder shall be substituted for the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term opinion of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting Nominating Committee for purposes of stockholders at which directors are elected. The initial term clauses (i) and (iii) of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedSection 2.1(i)).

Composition of the Board. At and following the Closing, each Each of the Partners Sellers, the Other Holders, the Sponsors and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, PubCo shall take all Necessary Action to cause the Board to be comprised at Closing of eleven nine (119) directors nominated in accordance with this Article IIdirectors, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement Equityholder Representative (each, a “Partner Seller Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements has been nominated by the Sponsor Representative (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), “Sponsor Director”) and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor Representative and the Partners Equityholder Representative (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor Sellers, the Other Holders, the Sponsors and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, PubCo shall take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three year-terms. (i) the Class I directors shall initially be: [two (2) Seller Directors and one (1) Sponsor Director]; (ii) the Class II directors shall initially be: [two (2) Seller Directors and one (1) Joint Director]; and (iii) the Class III directors shall initially be: [three (3) year termsSeller Directors]. Any vacancies existing on the Board as of the date hereof shall be filled in accordance with Section 2.1(d). The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting of stockholders at which directors are elected.

Composition of the Board. At (a) Pre-Qualified IPO. Prior to a Qualified IPO, the Board of ----------------- Directors of the Company (the "Board") shall include not more than ten members ----- (except as provided in Section 3.1 (a)(vii)) and following shall be composed as follows and as further described in Section 3.1(a)(xi): (i) Commencing on the Closingclosing of the transactions contemplated by the Purchase Agreement and for so long thereafter as Conning and its Affiliates, in the aggregate, hold, directly or indirectly, 5% or more of the outstanding Common Stock (the "Conning Pre-IPO Threshold"), Conning shall have the right to ------------------------- designate two persons to serve as members of the Board (each, a "Conning ------- Director"); provided, however, that if Conning and its Affiliates, in the -------- -------- ------- aggregate, hold, directly or indirectly, less than the Conning Pre-IPO Threshold, then Conning shall not be entitled to designate any directors, and the Shareholders shall have the right to remove, with or without cause and without any further action by any Shareholder or director, any and all Conning Directors and the right to designate, by election, two new directors, each of whom shall be an Independent Director; (ii) Commencing on the Partners closing of the transactions contemplated by the Purchase Agreement and the Sponsor, severally and not jointly, agrees to take, for so long thereafter as such Party holds Beacon and its Affiliates, in the aggregate, hold, directly or indirectly, 5% or more of record or beneficially owns any Registrable Securitiesthe outstanding Common Stock (the "Beacon Pre-IPO Threshold"), all Necessary Action Beacon shall have the right to cause ------------------------ designate two persons to serve as members of the Board (each, a "Beacon ------ Director"); provided, however, that if Beacon and its Affiliates, in the -------- -------- ------- aggregate, hold, directly or indirectly, less than the Beacon Pre-IPO Threshold, then Beacon shall not be entitled to designate any directors, and the Shareholders shall have the right to remove, with or without cause and without any further action by any Shareholder or director, any and all Beacon Directors and the right to designate, by election, two new directors, each of whom shall be comprised an Independent Director; (iii) As long as he is the Chief Executive Officer or Chairman of the Board of the Company, X'Xxxxxxx shall have the right to designate three persons to serve as members of the Board (each, an "X'Xxxxxxx Director"), one of whom ------------------ shall be X'Xxxxxxx as long as he is the Chief Executive Officer or Chairman of the Board of the Company; provided, however, that (A) if X'Xxxxxxx is neither -------- ------- the Chief Executive Officer nor Chairman of the Board of the Company (other than by reason of his removal from such position(s) by the Company for Cause) and, in combination with his Affiliates, continues to own at least 50% of the number of shares of outstanding Common Stock (adjusted appropriately to reflect stock splits and combinations and stock dividends) that he and his Affiliates owned, in the aggregate, as of February 3, 1997, then X'Xxxxxxx shall be entitled to designate two persons to serve as members of the Board (who shall be the only X'Xxxxxxx Directors), and the Shareholders shall have the right to remove, with or without cause and without further action by any Shareholder or director, any other X'Xxxxxxx Director and the right to designate, by election, one new director, who shall be an Independent Director, (B) if X'Xxxxxxx is neither the Chief Executive Officer nor Chairman of the Board of the Company for any reason and he and his Affiliates, in the aggregate, hold, directly or indirectly, 5% or more of the outstanding Common Stock, X'Xxxxxxx shall have the right to designate one person (who may be himself) to serve as a member of the Board (who shall be the only X'Xxxxxxx Director) and the Shareholders shall have the right to remove, with or without cause and without further action by any Shareholder or director, any other X'Xxxxxxx Director and the right to designate, by election, two new directors, who shall be Independent Directors and (C) except as provided in the preceding clause (B), (I) if X'Xxxxxxx is neither the Chief Executive Officer nor Chairman of the Board of the Company by reason of his removal by the Company from such position(s) for Cause or (II) if X'Xxxxxxx is neither the Chief Executive Officer nor Chairman of the Board of the Company for any reason and, in combination with his Affiliates, does not continue to own, directly or indirectly, at least 50% of the number of shares of outstanding Common Stock (adjusted appropriately to reflect stock splits and combinations and stock dividends) that he and his Affiliates owned, in the aggregate, as of February 3, 1997, then X'Xxxxxxx shall not be entitled to designate any directors, and the Shareholders shall have the right to remove, with or without cause and without any further action by any Shareholder or director, any and all X'Xxxxxxx Directors and the right to designate, by election, three new directors, each of whom shall be an Independent Director; (iv) As long as RBC and its Affiliates, in the aggregate, own, directly or indirectly, at least 1,800,000 shares of outstanding Common Stock on an as-converted basis (adjusted appropriately to reflect stock splits and combinations and stock dividends, but excluding any received or receivable upon a Series A PIK Election as defined in the Certificate) RBC shall have the right to designate one person to serve as a member of the Board (the "RBC Director"); ------------ provided, however, that if RBC and its Affiliates, in the aggregate, own, -------- ------- directly or indirectly, less than 1,800,000 shares of outstanding Common Stock on an as-converted basis (adjusted appropriately to reflect stock splits and combinations and stock dividends, but excluding any received or receivable upon a Series A PIK Election as defined in the Certificate), then RBC shall not be entitled to designate any director, and (A) if Conning, Beacon and X'Xxxxxxx each have the right to designate at least two directors pursuant to Sections 3.1(a)(i), 3.1(a)(ii) and 3.1(a)(iii), then X'Xxxxxxx, Conning and Beacon shall have the right to remove, with or without cause and without any further action by any Shareholder or director, the RBC Director and the right to designate, by mutual agreement, one new director, who shall be an Independent Director; (B) if less than all of X'Xxxxxxx, Conning or Beacon continue to have the right to designate at least two directors pursuant to Sections 3.l(a)(i), 3.l(a)(ii) and 3.1(a)(iii), then whichever of them continues to have such rights shall have the right (acting by mutual agreement if more than one) to remove, with or without cause and without any further action by any Shareholder or director, the RBC Director and the right (acting by mutual agreement if more than one) to designate one new director, who shall be an Independent Director, and (C) if none of X'Xxxxxxx, Conning or Beacon is entitled to designate at least two directors pursuant to Sections 3.1(a)(i), 3.1(a)(ii) and 3.1(a)(iii), then the Shareholders voting as a single class on an as-converted to Common Stock basis, shall have the right to remove, with or without cause and without any further action by any Shareholder or director, the RBC Director and the right to designate, by election, one new director, who shall be an Independent Director; (v) Conning, Beacon and X'Xxxxxxx, if he is either Chairman of the Board or Chief Executive Officer, shall by mutual agreement, or if X'Xxxxxxx is then neither Chairman of the Board nor Chief Executive Officer, the Shareholders voting as a single class on an as-converted to Common Stock basis, shall have the right to appoint one director and remove, with or without cause and without any further action by any Shareholder or director, such director and the right to designate, by election, one new director, who shall be an Independent Director (the "Agreed Director"). The initial Agreed Director is Xxxxxxx Xxxx; --------------- (vi) Commencing on the closing of the transactions contemplated by the Purchase Agreement and for so long thereafter as TCI and its Affiliates, in the aggregate, hold, directly or indirectly, 4% or more of the outstanding Common Stock (the "TCI Pre-IPO Threshold"),TCI shall have the right to designate --------------------- one person to serve as a member of the Board (the "TCI Director"); provided, ------------ -------- however, that if TCI and its Affiliates, in the aggregate, hold, directly or ------- indirectly, less than the TCI Pre-IPO Threshold, then TCI shall not be entitled to designate any director, and the Shareholders shall have the right to remove, with or without cause and without any further action by any Shareholder or director, the TCI Director and the right to designate, by election, one new director, who shall be an Independent Director; (vii) If a Qualified IPO has not closed before July 31, 2000, (A) the Board shall be expanded to include not more than eleven members and (11B) directors nominated Xxxxxxx, and for so long thereafter as Xxxxxxx and its Affiliates, in accordance the aggregate, hold, directly or indirectly, 4% or more of the outstanding Common Stock (the "Xxxxxxx Pre-IPO Threshold"), shall have the right to designate one person to ------------------------- serve as a member of the Board (the "Xxxxxxx Director"); provided, however, that ---------------- -------- ------- if Xxxxxxx and its Affiliates, in the aggregate, hold, directly or indirectly, less than the Xxxxxxx Pre-IPO Threshold, then Xxxxxxx shall not be entitled to designate any director, and the Shareholders shall have the right to remove, with or without cause and without any further action by any Shareholder or director, the Brinson Director and shall have the right to designate, by election, one new director, who shall be an Independent Director; (viii) Subject to Section 3.1(a)(xi), each action of the Board of Directors shall require seven affirmative votes except that if there is a Xxxxxxx Director, each such action shall require eight affirmative votes; (ix) Notwithstanding any other provisions of this Article IIAgreement, initially consisting if the consolidated financial statements of the Company for the twelve month period ending March 31, 2001, do not report a positive number for earnings before taxes and before amortization of goodwill in respect of companies or operations acquired by the Company or its Subsidiaries after January 1, 1998, (utilizing the same accounting principles, standards and assumptions as in effect on May 5, 1998 and excluding the effects of (i) seven (7) performance based compensation paid to executives of whom have been nominated companies or operations acquired by the Partners, and thereafter designated pursuant to Section 2.1(bCompany or its Subsidiaries in an amount (which may be all or a part of such compensation) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated as determined by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board prior to the time of signing of the letter of intent or term sheet for the acquisition, (ii) such other or similar charges and costs as the Company's Board of Directors, Conning and Beacon may agree in writing are appropriate in respect of a chair and the compensation committee as particular purchase of a member)business, and (iii) accounting charges in respect of stock options including repriced options if such option or repricing was approved by the Board); then from and after the date of such financial statements (regardless of whether the Company subsequently reports a positive such number with respect to any subsequent fiscal year), action of the Board shall require twelve affirmative votes, and (A) each Beacon Director shall be entitled to cast three votes, (B) each Conning Director shall be entitled to cast three votes, (C) each other director shall be entitled to cast one vote, and (D) the Beacon Directors and Conning Directors will use good faith efforts to exercise their voting rights together; and (x) The number of directors that comprise the Board of Directors may not be changed (A) without the consent of Conning, so long as Conning and its Affiliates, in the aggregate, continue to own, directly or indirectly, shares of Stock comprising on an as-converted and as-exercised basis at least the Conning Pre-IPO Threshold, (B) without the consent of Beacon, so long as Beacon and its Affiliates, in the aggregate, continue to own, directly or indirectly, shares of Stock comprising on an as-converted and as-exercised basis at least the Beacon Pre-IPO Threshold, (C) without the consent of X'Xxxxxxx, so long as X'Xxxxxxx is entitled to designate an X'Xxxxxxx Director, and (D) without the consent of RBC, so long as RBC and its Affiliates, in the aggregate, own, directly or indirectly, at least 2,900,000 shares of outstanding Common Stock on an as- converted basis (adjusted appropriately to reflect stock splits and combinations and stock dividends, but excluding any received or receivable upon a Series A PIK Election as defined in the Certificate). (xi) As of the date hereof, the Company is in the process of preparing a registration statement to register its Common Stock with the SEC for an IPO. Subsequent to the date hereof and prior to the closing of an IPO, or the termination without closing of the IPO, the composition of the Board of Directors will be as follows, subject to the rights in (xii) below. The Board of Directors shall consist of one (1) Conning Director, two (2) Beacon Directors, Xxxxxxx X. X'Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxx. The provisions of whom has been jointly nominated by Sections 3.1(a)(i) (as to the mutual agreement of Sponsor and the Partners (the “Joint Conning Director”), which Joint 3.1(a)(ii) (as to the Beacon Directors), 3.1(a)(iii)(as to Xxxxxxx X. X'Xxxxxxx and Xxxx Xxxxxx, and 3.1 (a) (v) (as to Xxxxxxx Xxxx) shall apply. Each decision of the Board of Directors shall require four (4) affirmative votes at all times that there are six (6) directors. This subsection (xi) shall be of no further force at the earlier of either (i) the Board of Directors decides to not continue with or close the IPO or (ii) July 31, 2000. (xii) Notwithstanding subsection (xi) above, during the period subsection (xi) is applicable, RBC may reappoint an RBC Director shall satisfy all applicable independence requirements(if it has such right pursuant to Section 3.1(a)(iv), and TCI may reappoint a TCI Director (if it has such right pursuant to Section 3.1(a)(vi)). At such time as subsection (xi) is applicable, and following there is either (but not both) an RBC Director or TCI Director, the ClosingBoard shall consist of seven members and any action shall require five (5) affirmative votes, each and if there is both an RBC Director and TCI Director, the Board shall consist of the Sponsor eight members and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three action shall require six (36) classes of directors, with each class serving for staggered three (3) year termsaffirmative votes. The initial term provisions of Subsections (xi) and (xii) do not supersede the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedrights to a Non-Voting Observer under Section 3.4.

Composition of the Board. At and following the Closing(a) The Board shall consist of nine directors, each consisting of the Partners chief executive officer and chief operating officer of the Sponsor, severally and not jointly, agrees to take, for Acquiror (so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action Persons are entitled to cause be on the Board pursuant to be comprised of eleven (11) the Management Stockholders' Agreement), three directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated designated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) Bass Entities (of this Investor Rights Agreement (each, a “Partner which one director must be an Outside Director”), at least four three directors designated by Holdings (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall which one director must be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor an Outside Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated Outside Director designated by the mutual agreement of Sponsor chief executive officer and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each chief operating officer of the Sponsor and the PartnersAcquiror, severally and not jointly, agrees to take, for collectively (so long as such Party holds Persons are entitled to be on the Board pursuant to the Management Stockholders' Agreement); provided, however, if a Stockholder is not a Primary Owner, it will be entitled to designate (i) only two directors, neither of record or whom need be an Outside Director, if it beneficially owns less than 3,936,710 Shares and (ii) only one director, who need not be an Outside Director, if it beneficially owns less than 2,624,473 Shares (in each case equitably adjusted to reflect any Registrable Securitiesstock split, all Necessary Action stock dividend, reclassification or any similar event). (b) If a Stockholder fails to designate the maximum number of Persons for election to the Board that it is entitled to designate under Section 2.01(a), each directorship in respect of which such Stockholder fails to make a designation will remain vacant unless that vacancy results in there being fewer than the minimum number of directors required by law, in which case that vacancy or vacancies will be filled by a Person or Persons selected by a majority of the directors of the Acquiror then in office. (c) If HC delivers a termination notice pursuant to Section 2.02(b) of the Hotel Properties Agreement, within the six month period from the date HC delivers such termination notice, the Bass Entities will cause the foregoing directors on the Board which they designated under Section 2.01(a) who do not qualify as Outside Directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedresign and designate in their place Persons who would qualify as Outside Directors.

Composition of the Board. At and following (a) The Board shall initially consist of nine directors, to be nominated to the Closing, each Board as follows: (i) one Director nominee shall be the Chairman of the Partners and Board (initially Horsx X. Xxxxxxxxx); (ii) one Director nominee shall be the Sponsor, severally and not jointly, agrees Chief Executive Officer (initially Timoxxx X. Xxxxxxx); (iii) MSLEF II shall be entitled to take, designate (a) two Director nominees for so long as it owns at least 25% of the outstanding Common Stock (one of whom initially shall be Richxxx X. Xxxxxxxx) xx (b) one Director nominee for so long as it owns at least 5% but less than 25% of the outstanding Shares; (iv) MSCP shall be entitled to designate (a) two Director nominees for so long as it owns at least 35% of the outstanding Common Stock or (b) one Director nominee for so long as it owns at least 5% but less than 35% of the outstanding Shares; (v) If neither MSLEF II nor MSCP shall beneficially own at least 5% of the outstanding Common Stock, then one of MSLEF II or MSCP (as shall be determined by MSLEF II and MSCP in their sole discretion) shall be entitled to designate one Director nominee for as long as the MS Shareholders shall beneficially own, in the aggregate, at least 5% of the outstanding Common Stock; (vi) Citicorp shall be entitled to designate one Director nominee for so long as it shall beneficially own at least 6.4% of the outstanding Common Stock (on a Fully Diluted basis); and (vii) The remaining Directors shall be nominated in the manner provided for in the Bylaws; provided that at least two of such Party holds Directors shall be independent Directors within the meaning of record the rules promulgated by the national securities exchange or beneficially owns national market system on which the Common Stock is then listed or traded. At their request, each of MSLEF and MSCP shall be entitled to designate the same number of nominees to be elected as directors ("Subsidiary Directors") of any Registrable SecuritiesSubsidiary or Subsidiaries of the Company (any such Subsidiary so long as such a designation is in effect, all Necessary Action a "Principal Subsidiary") as shall from time to cause time be applicable pursuant to clauses (iii) through (v) above. So long as Subsidiary Directors designated by MSLEF or MSCP shall continue to serve on a Subsidiary Board pursuant to such designation, such Subsidiary Board shall consist of nine directors, subject to adjustment from time to time pursuant to Section 2.1(b). If and for so long as MSLEF or MSCP shall have exercised their right pursuant to this Section 2.1 to designate one or more Subsidiary Director nominees, the Chairman of the Board and the Chief Executive Officer shall each have the right to designate one Subsidiary Director nominee. (b) The size of the Board and any Subsidiary Board may not be decreased, but may be increased in the manner set forth in the Bylaws or in the bylaws of such Principal Subsidiary, as applicable. In the event of any such increase, each of MSCP and MSLEF II shall have the right to designate an additional number of Director nominees or Subsidiary Director nominees, as applicable, pursuant to Section 2.1(a) hereof, so that the total number of Director nominees or Subsidiary Director nominees, as applicable, permitted to be comprised designated by MSCP and MSLEF II shall represent the same percentages, as nearly as may be, of eleven the increased Board or the increased Subsidiary Board, as applicable, as may be designated by them pursuant to Section 2.1(a) hereof in the case of a Board or a Subsidiary Board, as applicable, consisting of nine members. (11c) directors In the event that the Board is classified such that Directors serve staggered terms, then (i) the Director nominees designated by the MS Shareholders shall be allocated among such classes of Directors in as equal proportions as is practicable and (ii) at any meeting of the Company's shareholders at which Directors are elected, the MS Shareholders shall have the right to designate nominees for election at such meeting such that the number of nominees so designated which, together with incumbent Directors who had previously been nominated by the MS Shareholders, does not exceed the maximum number of nominees for Director that the MS Shareholders may designate pursuant to Section 2.1(a) or (b) hereof, as applicable. (d) Each Shareholder then entitled to vote for the election of Directors agrees (i) to vote at any special or annual meeting of the shareholders of the Company at which Directors are to be elected or (ii) to execute a written consent, as the case may be, so as to ensure that the Board consists of the Director nominees designated in accordance with this Article IISection 2. 1. The Company agrees to vote, initially consisting of or execute a written consent, as applicable, so as to ensure that each Subsidiary Board includes the Subsidiary Director nominees designated in accordance with this Section 2.1. (ie) seven (7) of whom have been nominated by the PartnersThe Shareholders shall take all actions necessary so that, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) notwithstanding any other provision of this Investor Rights Agreement (each, a “Partner Director”)Agreement, at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees no time persons who are nominees of the Board)MS Shareholders shall constitute more than one-half of the Directors. The Company shall take all actions necessary so that, (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) notwithstanding any other provision of this Investor Rights Agreement (each, a “Sponsor Director”)Agreement, at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee no time persons who are nominees of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director MS Shareholders shall satisfy all applicable independence requirements. At and following the Closing, each constitute more than one-half of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds directors of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedPrincipal Subsidiary.

Composition of the Board. At and following (a) The Board shall initially consist of nine directors, to be nominated to the Closing, each Board as follows: (i) one Director nominee shall be the Chairman of the Partners and Board (initially Horsx X. Xxxxxxxxx); (ii) one Director nominee shall be the Sponsor, severally and not jointly, agrees Chief Executive Officer (initially Timoxxx X. Xxxxxxx); (iii) MSLEF II shall be entitled to take, designate (a) two Director nominees for so long as it owns at least 25% of the outstanding Common Stock (one of whom initially shall be Richxxx X. Xxxxxxxx) xx (b) one Director nominee for so long as it owns at least 5% but less than 25% of the outstanding Shares; (iv) MSCP shall be entitled to designate (a) two Director nominees for so long as it owns at least 35% of the outstanding Common Stock or (b) one Director nominee for so long as it owns at least 5% but less than 35% of the outstanding Shares; (v) If neither MSLEF II nor MSCP shall beneficially own at least 5% of the outstanding Common Stock, then one of MSLEF II or MSCP (as shall be determined by MSLEF II and MSCP in their sole discretion) shall be entitled to designate one Director nominee for as long as the MS Shareholders shall beneficially own, in the aggregate, at least 5% of the outstanding Common Stock; (vi) Citicorp shall be entitled to designate one Director nominee for so long as it shall beneficially own at least 6.4% of the outstanding Common Stock (on a Fully Diluted basis); and (vii) The remaining Directors shall be nominated in the manner provided for in the Bylaws; provided that at least two of such Party holds Directors shall be independent Directors within the meaning of record the rules promulgated by the national securities exchange or beneficially owns national market system on which the Common Stock is then listed or traded. At their request, each of MSLEF and MSCP shall be entitled to designate the same number of nominees to be elected as directors ("Subsidiary Directors") of any Registrable SecuritiesSubsidiary or Subsidiaries of the Company (any such Subsidiary so long as such a designation is effect, all Necessary Action a "Principal Subsidiary") as shall from time to cause time be applicable pursuant to clauses (iii) through (v) above. So long as Subsidiary Directors designated by MSLEF or MSCP shall continue to serve on a Subsidiary Board pursuant to such designation, such Subsidiary Board shall consist of nine directors, subject to adjustment from time to time pursuant to Section 2.1(b). If and for so long as MSLEF or MSCP shall have exercised their right pursuant to this Section 2.1 to designate one or more Subsidiary Director nominees, the Chairman of the Board and the Chief Executive Officer shall each have the right to designate one Subsidiary Director nominee. (b) The size of the Board and any Subsidiary Board may not be decreased, but may be increased in the manner set forth in the Bylaws or in the bylaws of such Principal Subsidiary, as applicable. In the event of any such increase, each of MSCP and MSLEF II shall have the right to designate an additional number of Director nominees or Subsidiary Director nominees, as applicable, pursuant to Section 2.1(a) hereof, so that the total number of Director nominees or Subsidiary Director nominees, as applicable, permitted to be comprised designated by MSCP and MSLEF II shall represent the same percentages, as nearly as may be, of eleven the increased Board or the increased Subsidiary Board, as applicable as may be designated by them pursuant to Section 2.1(a) hereof in the case of a Board or a Subsidiary Board, as applicable, consisting of nine members. (11c) directors In the event that the Board is classified such that Directors serve staggered terms, then (i) the Director nominees designated by the MS Shareholders shall be allocated among such classes of Directors in as equal proportions as is practicable and (ii) at any meeting of the Company's shareholders at which Directors are elected, the MS Shareholders shall have the right to designate nominees for election at such meeting such that the number of nominees so designated which, together with incumbent Directors who had previously been nominated by the MS Shareholders, does not exceed the maximum number of nominees for Director that the MS Shareholders may designate pursuant to Section 2.1(a) or (b) hereof, as applicable. (d) Each Shareholder then entitled to vote for the election of Directors agrees (i) to vote at any special or annual meeting of the shareholders of the Company at which Directors are to be elected or (ii) to execute a written consent, as the case may be, so as to ensure that the Board consists of the Director nominees designated in accordance with this Article IISection 2. 1. The Company agrees to vote, initially consisting of or execute a written consent, as applicable, so as to ensure that each Subsidiary Board includes the Subsidiary Director nominees designated in accordance with this Section 2.1. (ie) seven (7) of whom have been nominated by the PartnersThe Shareholders shall take all actions necessary so that, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) notwithstanding any other provision of this Investor Rights Agreement (each, a “Partner Director”)Agreement, at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees no time persons who are nominees of the Board)MS Shareholders shall constitute more than one-half of the Directors. The Company shall take all actions necessary so that, (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) notwithstanding any other provision of this Investor Rights Agreement (each, a “Sponsor Director”)Agreement, at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee no time persons who are nominees of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director MS Shareholders shall satisfy all applicable independence requirements. At and following the Closing, each constitute more than one-half of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds directors of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedPrincipal Subsidiary.

Composition of the Board. At (a) The Board shall consist of such number of directors as may be determined by the Avista Funds from time to time. From and following after the Closingdate hereof, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised shall consist of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) members designated as follows: (i) Avista, for and on behalf of whom the Avista Funds, shall have been nominated by the Partnersright to appoint five (5) directors (the “Avista Designees”), who as of the date hereof are Xxxxx Xxxxxxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxxxx and thereafter designated pursuant to Section 2.1(bXxxxxxx Xxxxxxxx, (ii) or Section 2.1(d) the then-current Chief Executive Officer of this Investor Rights Agreement the Company (each, a the “Partner CEO Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees who as of the Board)date hereof is Xxxxxxx Xxxxx, shall serve as a director, and (iiiii) three Kinderhook, shall have the right to appoint one director (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor DirectorKinderhook Designee”), who as of the date hereof is Xxxxxxxxx Xxxxxxxx, so long as Kinderhook, together with its Permitted Transferees, collectively own at least 50% of Kinderhook’s Initial Shares of Common Stock. (b) A quorum of the Board shall consist of a majority of the members of the Board and the presence of at least one (1) Avista Designee; provided, however, that if quorum is not present at the originally scheduled meeting of whom the Board, then such meeting shall satisfy all applicable independence requirements (including being sufficiently independent be adjourned and a notice to serve on the audit committee members of the Board shall be given in accordance with the By-laws. (c) Each Stockholder shall, at any time it is then entitled to vote for the election of directors to the Board, vote all of its Equity Securities that are entitled to vote or execute proxies or written consents, as a chair and the compensation committee as a member)case may be, and take all other necessary action (iiiincluding causing the Company to call a special meeting of Stockholders) one (1) of whom has been jointly nominated by in order to ensure that the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each composition of the Sponsor and the PartnersBoard is as set forth in Section 2.01, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.Section 2.02

Composition of the Board. At From and after the Closing until the later of (i) three years following the ClosingClosing or (ii) the election of the Class III Directors nominated pursuant to the terms of this Agreement at the first annual meeting of the shareholders of the Company to elect such Class III Directors (the “Term”), each of the Partners Company and the SponsorShareholders, severally and not jointly, agrees to take, for so long take all such action within its power as such Party holds of record may be necessary or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven appropriate (11) directors nominated in accordance with this Article II, initially consisting of including (i) the Company nominating or appointing certain Persons and (ii) the Shareholders voting or providing a written consent or proxy, if applicable, in each case with respect to ordinary shares of the Company (the “Shares”)) such that the Board shall consist of seven (7) members who will be designated as follows: (i) three (3) members of whom have been nominated the Board (including the chairperson) shall initially be designated by the PartnersLionheart Holders, and thereafter designated pursuant to Section 2.1(b(y) or Section 2.1(d) of this Investor Rights Agreement one (each, a “Partner Director”), at least four (41) of whom shall satisfy all applicable independence requirements initially be Xxxxx Xxxxxxxxx, and (including at least z) two (2) of whom shall initially be sufficiently “independent directors” under The Nasdaq Capital Market Listing Rules and regulations (or the rules and regulations of such other principal national securities exchange on which the Shares are then listed for trading), subject, in the case of each individual other than Xx. Xxxxxxxxx, to serve on the audit and compensation committees initial selection of each such other individual being subject to the consent of the BoardSMX Holders (such consent not to be unreasonably withheld, conditioned or delayed), and during the Term, the Lionheart Holders shall have the right to designate the number of members of the Board as shown below: 75% or greater 3 50% or greater, but less than 75% 2 25% or greater, but less than 50% 1 Less than 25% 0 (ii) three four (34) members of whom have been nominated the Board shall initially be designated by the SponsorSMX Holders, and thereafter designated pursuant to Section 2.1(c(y) or Section 2.1(d) of this Investor Rights Agreement two (each, a “Sponsor Director”), at least one (12) of whom shall satisfy all applicable independence requirements initially be Haggai Alon and Xxxxx Xxxxxx, and (including z) two (2) of whom shall initially be Khoo Boon Hui and Xx Xxxxxxx, each of whom is an “independent director” under The Nasdaq Capital Market Listing Rules and regulations (or the rules and regulations of such other principal national securities exchange on which the Shares are then listed for trading), subject, in the case of each individual other than Xx. Xxxx, to the initial selection of each such other individual being sufficiently independent subject to serve on the audit committee consent of the Lionheart Holders (such consent not to be unreasonably withheld, conditioned or delayed), and during the Term, the SMX Holders shall have the right to designate the number of members of the Board as shown below: 75% or greater 4 50% or greater, but less than 75% 3 25% or greater, but less than 50% 2 10% or greater, but less than 25% 1 Less than 10% 0 If, during the Term, either the Lionheart Holders or the SMX Holders, as applicable, loses a chair right to designate one or more members of the Board in accordance with Section 1.1(a)(i) or 1.1(a)(ii), as applicable, the Lionheart Holders or SMX Holders, as applicable, shall notify the other within five (5) days indicating which board seat (identifying the currently appointed director occupying the board seat, if applicable) and which class with respect to which the Lionheart Holders or SMX Holders, as applicable, wishes to relinquish the right to designate (and the compensation committee associated right to remove in accordance with Section 1.1(d)). For purposes of this Agreement, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in calculating the number of Shares beneficially owned by Xx. Xxxxxxxxx as a member)of the Closing Date and thereafter, and (iii) one (1) of whom has been jointly nominated with respect to Shares held by the mutual agreement of Sponsor and the Partners (the “Joint Director”)Lionheart Equities, which Joint Director shall satisfy all applicable independence requirements. At and following the ClosingLLC, each of Xx. Xxxxxxxxx and Xx. Xxxx Cala shall only be deemed to beneficially own such Shares to the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds extent of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedhis underlying pecuniary interest therein.

Composition of the Board. At and following the Closing, each Each of the Sponsor, the Xxxxxxx Equityholders, the IVP Equityholders, the Francisco Partners Equityholders and the SponsorTemasek Equityholder, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause (x) the Board to be comprised of up to eleven (11) directors and (y) those individuals to be nominated in accordance with this Article IIIII, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been or will be nominated by the SponsorIVP Representative, initially Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (with one (1) vacancy) and thereafter designated pursuant to Section 2.1(c3.1(b) or Section 2.1(d3.1(g) of this Investor Rights Agreement (each, an “IVP Director”), (ii) five (5) of whom have been or will be nominated by CC Capital (on behalf of the Sponsor), initially Xxxxx X. Xxx, Xxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (and two (2) vacancies) and thereafter designated pursuant to Section 3.1(c) or Section 3.1(g) of this Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly or will be nominated by the mutual agreement FP Representative, initially Xxxx Xxxx, and thereafter designated pursuant to Section 3.1(d) or Section 3.1(g) of Sponsor and the Partners this Agreement (the “Joint FP Director”), which Joint Director shall satisfy all applicable independence requirements(iv) one (1) of whom has been or will be nominated by the Temasek Representative, initially Xxxxxx Xxxxxxxx, and thereafter designated pursuant to Section 3.1(e) or Section 3.1(g) of this Agreement (the “Temasek Director”) and (v) the CEO of E2open, initially Xxxxxxx Xxxxxxxx (the “CEO Director”). At and following the Closing, each Each of the Sponsor Sponsor, the Xxxxxxx Equityholders, the IVP Equityholders, the Francisco Partners Equityholders and the PartnersTemasek Equityholder, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include up to three (3) year termsSponsor Directors, initially Xxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (and one (1) vacancy); (ii) the Class II directors shall include up to two (2) IVP Directors, initially Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx, one (1) Sponsor Director, initially vacant, and the FP Director; and (iii) the Class III directors shall include up to one (1) IVP Director, initially vacant, one (1) Sponsor Director, initially Xxxxx X. Xxx, the Temasek Director and the CEO Director. Any vacancies existing on the Board as of the date hereof shall be filled in accordance with Section 3.1(g). The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II III directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At (a) Subject to Section 2.01(b), commencing on the date of this Agreement, the Board shall consist of thirteen directors, comprised as follows: (i) two directors designated by Capital Z/Union Square; (ii) two directors designated by WCAS; (iii) one director designated by Lxx; (iv) one director designated by Perry (the directors referenced in sub-clauses (i), (ii), (iii) and following (iv) of this Section 2.01(a) are sometimes referred to herein each as an “Investor Designee”); (v) one director who shall be the Closingthen current Chief Executive Officer of the Company; and (vi) six additional directors who shall each satisfy the criteria for “independent director” under the rules of the principal stock exchange on which the Common Stock is listed. (b) Going forward, (i) with respect to any Investor that is entitled, pursuant to Section 2.01(a), to designate more than one director, (A) at such time as such Investor, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 50% of the number (the “Start Number”) of shares of Common Stock that such Investor holds on the date of this Agreement, such Investor shall lose the right under this Agreement to designate one of its Investor Designees, and (B) at such time as such Investor, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 25% of such Investor’s Start Number, such Investor shall no longer have a right under this Agreement to designate any Investor Designees, and (ii) with respect to any Investor that is entitled, pursuant to Section 2.01(a), to designate one director, at such time as such Investor, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 50% of such Investor’s Start Number, such Investor shall no longer have a right under this Agreement to designate any Investor Designees. For purposes of the foregoing sentence, shares of Common Stock held by a Person shall include shares issuable directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares held by such Person, and irrespective of the Conversion Limitation. The foregoing calculations shall be appropriately adjusted to take into account any stock reclassification, recapitalization or split, exchange of shares or similar transaction. (c) Each Stockholder agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (d) If, as a result of the death, retirement, resignation or, subject to the other provisions of this Section 2.01, removal, of an Investor Designee there shall exist or occur any vacancy on the Board, the Investor entitled to designate such director pursuant to this Section 2.01 shall have the power to designate a person to fill such vacancy, whereupon each of the Stockholders agrees to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, causing the Company to call a special meeting of stockholders (or effecting a written consent in lieu thereof) and voting all Company Securities that are entitled to vote or execute proxies or written consents to accomplish such result). (e) Directors may resign at any time. An Investor Designee may be removed at any time for any reason or no reason upon the written direction of the Investor that designated such Investor Designee, effective upon the delivery of such written direction. If any Investor entitled to designate any directors request that any of their respective Investor Designees be removed as a director, each of the Partners Stockholders shall vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action, to remove such Investor Designee. Each Stockholder agrees that it shall not vote any of its Company Securities in favor of, or take any other action related to, the removal of any Investor Designee who shall have been designated for election to the Board by an Investor pursuant to this Section 2.01 unless the Investor entitled to designate such director shall have consented to such removal in writing or unless such Investor shall have lost the right to designate such director to the Board pursuant to this Section 2.01. If any Investor’s right to designate directors shall be reduced by one or more directors, such Investor shall, if so requested by any member of the Board, promptly cause a number of Investor Designees designated by such Investor equal to the number by which such right to designate was reduced to resign from the Board. (f) If any person serving as the Chief Executive Officer of the Company (“CEO”) shall cease to be the CEO, then, unless otherwise determined by a majority of the other members of the Board, such former CEO shall cease to be a member of the Board and the Sponsor, severally and not jointly, new CEO shall be appointed as a member of the Board in place of the former CEO. (g) The Company agrees to takecause each individual designated for director pursuant to this Section 2.01 to be nominated, by all necessary and appropriate action, to serve as a director on the Board (including, to the extent required, by the Nominating Committee of the Board recommending that such designees be included in each slate of director nominees and by the Board presenting such slate for so long election to the Board) and to take all other actions as may be necessary to ensure that the composition of the Board is as set forth in this Section 2.01. (h) To the extent permitted by applicable law and the rules of the principal stock exchange on which the Common Stock is listed, each Investor with an Investor Designee serving on the Board shall be entitled to have at least one of its Investor Designees serve on all committees of the Board. (i) Any vacancies on the Board not filled pursuant to the forgoing principles shall be filled by an individual to be nominated by the Nominating Committee of the Board. (j) Subject to the provisions of Section 4.01, an Investor Designee shall be entitled to supply details of any business transacted at Board meetings, and any other information obtained by him or her in his or her capacity as a director of the Company, to the Investor that designated such Party holds director to the Board and to that Investor’s Affiliates and professional advisers. (k) The Company shall reimburse all reasonable out-of-pocket expenses incurred by the members of record or beneficially owns any Registrable Securitiesthe Board in connection with traveling to and from and attending meetings of the Board and while conducting business at the request of the Company. (l) The Company shall use its reasonable best efforts to purchase and maintain, all Necessary Action to cause at its expense, insurance, from reputable carriers and in an amount determined in good faith by the Board to be comprised appropriate, on behalf of eleven and covering the individuals who at any time on and after the date of this Agreement are or become directors or officers of the Company, or serve at the request of the Company as a director, officer, employee or agent of another company, joint venture, trust or other enterprise, against any expense, liability or loss asserted against or incurred by such individual in any such capacity, or arising out of such individual’s status as such, subject to customary exclusions. (11m) directors nominated The rights granted to a Stockholder hereunder are in addition to all rights to which such Stockholder is entitled as a security holder of the Company under the Company’s certificate of incorporation and by-laws, as in effect from time to time, and applicable law. (n) In addition, subject to the last sentence of this clause, WCAS shall be entitled to designate one individual as a non-voting Board observer (“Non-Voting Observer”). With the exception of meetings of the Board (or portions thereof) at which an Investor Designee designated by WCAS pursuant to Section 2.01(a)(ii) is recused, such Non-Voting Observer shall be allowed to attend and observe meetings of the Board, provided that such Non-Voting Observer shall agree with the Company to maintain the confidentiality, in accordance with this Article IISection 4.01, initially consisting of (i) seven (7) all non-public information obtained in connection with being a Non-Voting Observer. For the avoidance of whom doubt, the Non-Voting Observer is not a director of the Company and shall have been nominated by the Partners, and thereafter designated pursuant no right to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, vote on any matter coming to a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees vote of the Board). At such time as WCAS, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 25% of WCAS’s Start Number, WCAS shall no longer have a right to designate a Non-Voting Observer (ii) three (3) for purposes of whom have been nominated this sentence, shares of Common Stock held by the Sponsora Person shall include shares issuable directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares held by such Person, and thereafter designated pursuant irrespective of the Conversion Limitation; and the foregoing calculation shall be appropriately adjusted to Section 2.1(ctake into account any stock reclassification, recapitalization or split, exchange of shares or similar transaction). (o) or Section 2.1(d) To the extent, if any, that any of the principles of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all Article 2 conflict with any applicable independence requirements (including being sufficiently independent to serve on the audit committee law or any rules of the Board as a chair principal stock exchange on which the Common Stock is at the time listed and that are applicable to and binding upon the Company, the Company and the compensation committee Stockholders shall make such elections under such rules and take any and all other actions as a member), may be necessary in order to enable the purposes and (iii) one (1) intents of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors this Article 2 to be divided into three (3) classes of directors, carried out to the fullest extent in compliance with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedsuch laws and rules.

Composition of the Board. At and following the Closing, each of the Partners The Shareholders and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, Company shall take all Necessary Action to cause the Board of Directors to be comprised of eleven nine (119) directors nominated in accordance with this Article IIdirectors, initially consisting of (iA) seven two (72) of whom have been nominated designated by the PartnersTPG, initially Cxxxxxxxxxx Xxx and Nxxxxx Xxxxxx and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d3.2(c) of this Investor Rights Agreement (each, a “Partner TPG Director”), at least (B) two (2) of whom have been designated by WLRS, initially Wxxxxx X. Xxxx, Xx. 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 last sentence of Section 3.2(d), one of the WLRS Directors shall be an “independent director” under the NASDAQ listing standards and (ii) Wxxxxx X. Xxxx, Xx. shall serve as Chairman of the Board for so long as he remains a director, (C) one (1) of whom shall be the Chief Executive Officer, initially Dxxxx Xxxxxxx, and (D) four (4) of whom shall satisfy be Unaffiliated Directors immediately following the completion of the Mergers, initially Dxx Xxxxx, Kxxxxxx Xxxxx, and the remaining directors shall be designated by WLRS prior to the Closing Date, subject to the consent of TPG, not to be unreasonably withheld conditioned or delayed. (i) In the event that the Proposed Charter Amendment to divide the Board of Directors into three classes is not approved in connection with the Mergers (the “Staggered Board Amendment”), the Shareholders and the Company shall take all applicable independence requirements 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: (including at least A) the class I directors shall include: one (1) TPG Director, one (1) WLRS Director and two (2) of whom Unaffiliated Directors (one appointed by TPG and one appointed by WLRS); and (B) the class II directors shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least include: one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member)TPG Director, and (iii) one (1) WLRS Director, the Chief Executive Officer and two (2) Unaffiliated Directors (one appointed by TPG and one appointed by WLRS). (ii) In the event 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), upon the effectiveness of whom has been jointly nominated by the mutual agreement of Sponsor Staggered Board Amendment, the Shareholders and the Partners (the “Joint Director”), which Joint Director Company shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving of which directors shall serve for staggered three year-terms as follows: (3A) year termsthe class I directors shall include: one (1) TPG Director, one (1) Unaffiliated Director and the Chief Executive Officer; (B) the class II directors shall include: one (1) TPG Director, one (1) WLRS Director and one (1) Unaffiliated Director; and (C) the class III directors shall include: one (1) WLRS Director and two (2) Unaffiliated Directors. The initial term of the Class class I directors shall expire immediately following PubCothe Company’s 2022 2016 annual meeting of stockholders at which directors are elected. The initial term of the Class class II directors shall expire immediately following PubCothe Company’s 2023 2017 annual meeting of stockholders at which directors are elected. The initial term of the Class class III directors directors, if any, shall expire immediately following PubCothe Company’s 2024 2018 annual meeting at which directors are elected.

Composition of the Board. At and following the Closing, each Each of the Sponsor, the Xxxxxxx Equityholders, the IVP Equityholders, the Francisco Partners Equityholders and the SponsorTemasek Equityholder, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause (x) the Board to be comprised of up to eleven (11) directors and (y) those individuals to be nominated in accordance with this Article IIIII, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been or will be nominated by the SponsorIVP Representative, initially Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (with one (1) vacancy) and thereafter designated pursuant to Section 2.1(c3.1(b) or Section 2.1(d3.1(g) of this Investor Rights Agreement (each, an “IVP Director”), (ii) five (5) of whom have been or will be nominated by CC Capital (on behalf of the Sponsor), initially Xxxxx X. Xxx, Xxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (and two (2) vacancies) and thereafter designated pursuant to Section 3.1(c) or Section 3.1(g) of this Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly or will be nominated by the mutual agreement FP Representative, initially Xxxx Xxxx, and thereafter designated pursuant to Section 3.1(d) or Section 3.1(g) of Sponsor and the Partners this Agreement (the “Joint FP Director”), which Joint Director shall satisfy all applicable independence requirements(iv) one (1) of whom has been or will be nominated by the Temasek Equityholder, initially Xxxxxx Xxxxxxxx, and thereafter designated pursuant to Section 3.1(e) or Section 3.1(g) of this Agreement (the “Temasek Director”) and (v) the CEO of E2open, initially Xxxxxxx Xxxxxxxx (the “CEO Director”). At and following the Closing, each Each of the Sponsor Sponsor, the Xxxxxxx Equityholders, the IVP Equityholders, the Francisco Partners Equityholders and the PartnersTemasek Equityholder, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include up to three (3) year termsSponsor Directors, initially Xxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (and one (1) vacancy); (ii) the Class II directors shall include up to two (2) IVP Directors, initially Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx, one (1) Sponsor Director, initially vacant, and the FP Director; and (iii) the Class III directors shall include up to one (1) IVP Director, initially vacant, one (1) Sponsor Director, initially Xxxxx X. Xxx, the Temasek Director and the CEO Director. Any vacancies existing on the Board as of the date hereof shall be filled in accordance with Section 3.1(g). The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II III directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At and following (a) Immediately after the Closing, each the Company shall increase the number of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds directors of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to seven directors and elect to the Board (i) five individual nominees designated by the Investor or the Investor Group (the “Investor Designated Directors”),and (ii) two directors, who shall be comprised designated by the Board prior to the Closing who served as members of eleven the Board immediately prior to Closing and who are individuals who comply with the Independence Standards (11) directors nominated together with their successors elected in accordance with this Article IISection 2.02, initially consisting the “Incumbent Directors”). In the event that, immediately after the Closing, there are less than five Independent Directors, the vacancies shall be filled in the manner set forth in Section 2.02, except that the individual(s) selected shall be subject to the consent of the Investor Group, which consent shall not be unreasonably withheld. The Investor Designated Directors and the Incumbent Directors shall serve in a manner consistent with the terms of the Charter and Bylaws. Immediately after Closing: (i) seven at all times, a majority of the members on the Board, and all Investor Designated Directors other than a maximum of two Investor Designated Directors who may serve as executive officers of the Company, shall satisfy the Independence Standards; (7ii) the membership of the Board must satisfy all applicable requirements of the Charter and Bylaws; (iii) at least one member of the Board shall be an “audit committee financial expert” as defined under Regulation S-K Item 407(d)(5) under the Exchange Act; and (iv) no individual shall be permitted to serve as a director if the individual has been involved in any of the events enumerated in Items 2(d) or (e) of whom have been nominated by Schedule 13D under the PartnersExchange Act, and thereafter designated pursuant or Item 401(f) of Regulation S-K under the Exchange Act or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any company with securities registered under Section 2.1(b12(b) or Section 2.1(d12(g) of this the Exchange Act. (b) From and after the Closing, the parties hereto shall use all reasonable efforts under applicable Law and Trading Market Regulations to cause there to be a number of Investor Rights Agreement (each, Designated Directors that represents a “Partner Director”), at least four (4) majority of whom shall satisfy all applicable independence requirements (including at least two (2) the number of whom shall be sufficiently independent to serve on the audit and compensation committees then-authorized directors of the Board), . (iic) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee At each stockholders’ meeting of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders Company at which directors are to be elected, the Investor Group shall be entitled, any time prior to the mailing of the applicable proxy statement of the Company, to designate for nomination that number of Investor Designated Directors as set forth in Section 2.01(b) as members of the Board. The initial term Incumbent Directors to be nominated and elected at any such stockholders’ meeting shall be designated by a majority of the Class II directors shall expire immediately following PubCo’s 2023 Incumbent Directors then in office. The Company agrees, to the fullest extent permitted by applicable law, to include in the slate of nominees recommended by the Board (or the Nominating and Governance Committee of the Board) for election at any annual or special meeting of stockholders of the Company at which directors are electedto be elected to the Board (or consent in lieu of meeting) the applicable Investor Designated Directors and Incumbent Directors and to nominate, recommend and use its reasonable best efforts to solicit the vote of stockholders of the Company to elect to the Board such slate of directors (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that the stockholders of the Company vote in favor of the slate of directors, including the Investor Designated Directors and Incumbent Directors). For any meeting (or consent in lieu of meeting) of the Company’s stockholders for the election of members of the Board, the Board (or the Nominating and Governance Committee thereof) shall not nominate, in the aggregate, a number of nominees greater than the number of members of the Board. Such nominees shall serve in a manner consistent with the terms of the Charter and Bylaws. (d) Members of the Board who are not Investor Designated Directors shall at all times satisfy the Independence Standards. (e) The Board shall take all necessary action, including, if necessary, amending the Bylaws, to provide that at every meeting of the Board, a majority of the directors then-serving shall constitute a quorum. (f) At any time after the Closing, upon the request of the Investor Group, the Company and the Board shall take all actions necessary so that the composition of the board of directors, general partner, managing member (or controlling committee thereof) or any other board or committee serving a similar function with respect to each of the Company’s wholly-owned subsidiaries (other than any special purpose or limited purpose entity to the extent required by law or its governing documents) (each a “Subsidiary Board”) and, except as may be otherwise provided in Section 2.03, each committee of each Subsidiary Board shall be proportionate to the composition requirements of the Board and of each committee thereof such that members of the Investor Group shall have the same proportional representation (rounded to the nearest whole number of directors, but in no event less than one) on each Subsidiary Board and committee thereof as the members of the Investor Group have the right to designate to the Board and committees thereof. The initial term quorum and action requirements of each Subsidiary Board and of each committee of each Subsidiary Board shall, to the extent requested by the Investor Group, be the same as the quorum and action requirements of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedBoard and each committee thereof. (g) As of the date of this Agreement, the Investor has designated Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxx and Xxxxx Xxxxx as the initial Investor Designated Directors and the Board has designated Xxxxx Xxxxxx and Xxxxxx Xxxxxx as the initial Incumbent Directors, and the Company has determined that such Investor Designated Directors and Incumbent Directors satisfy the requirements of this Section 2.01.

Composition of the Board. At and following Each PITV Investor hereby agrees to vote, or cause to be voted, all Shares which have voting rights over which such PITV Investor has the Closingpower to vote or direct the voting (including, each in the case of the Partners Principal Investors, pursuant to a proxy granted under Section 2.1.3 of the Stockholders Agreement), and will take all necessary or desirable actions within such PITV Investor’s control, and the SponsorCompany and the Board will take all necessary or desirable actions within its control, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board authorized number of directors to be comprised of eleven established at twenty (1120) directors or such greater number approved pursuant to Section 2.1.1(vi) and subject to Section 2.4.2, and to elect or appoint or cause to be elected or appointed to the Board and cause to be continued in office (including, if necessary, by appointing in order to fill vacancies created by expanding the Board): (i) Fourteen (14) designees shall be nominated pursuant to Section 2.5.2 below; (ii) Three (3) designees shall be nominated pursuant to Section 2.5.3 below; (iii) The Chief Executive Officer of the Company; and (iv) Two (2) independent designees, who shall (i) be recommended by the Nominating Committee in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board)2.6.5, (ii) three (3) of whom have been nominated by meet the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), standard for Independence and (iii) one (1) of whom has been jointly nominated be approved by the mutual agreement majority vote of Sponsor the whole Board; provided, that such independent designees shall initially be Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxx; provided further, that in the Partners event Televisa acquires any Common Stock or converts any of its Convertible Securities into shares of Common Stock, Televisa shall be entitled, in its sole discretion, to designate individuals to such positions (when such positions become vacant including upon the “Joint Director”expiration of the term or such director’s resignation), which Joint Director shall satisfy all applicable independence requirements. At such that the number of Televisa’s designees on the Board pursuant to Sections 2.5.1(ii), 2.5.2(iii)(b) and following the Closing, each 2.5.3 would represent a percentage of the Sponsor total number of directors on the Board equivalent to the Televisa Investors’ and their Permitted Transferees’ then current Equity Percentage as increased as a result of such conversion (rounded up to the Partnersnearest whole number of directors), severally and provided, further, that Televisa shall not jointlybe entitled to designate individuals to any such vacant positions (when such positions become vacant including upon the expiration of the term or such director’s resignation), agrees if such vacated Board seat must be filled with a director meeting the standard for Independence to takesatisfy applicable Law. For the avoidance of doubt, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action no PITV Investor shall be required to cause the foregoing its designated directors to resign and no director shall have any obligation to resign from the Board to allow Televisa to take advantage of this provision, but no director whose seat Televisa would otherwise have the right to fill shall be divided into three (3) classes re-nominated upon the expiration or termination of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCosuch director’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedthen-current term.

Composition of the Board. At (a) Subject to Section 2.01(b), commencing on the date of this Agreement, the Board shall consist of thirteen directors, comprised as follows: (i) two directors designated by Capital Z/Union Square; (ii) two directors designated by WCAS; (iii) one director designated by Xxx; (iv) one director designated by Perry (the directors referenced in sub-clauses (i), (ii), (iii) and following (iv) of this Section 2.01(a) are sometimes referred to herein each as an “Investor Designee”); (v) one director who shall be the Closingthen current Chief Executive Officer of the Company; and (vi) six additional directors who shall each satisfy the criteria for “independent director” under the rules of the principal stock exchange on which the Common Stock is listed. (b) Going forward, (i) with respect to any Investor that is entitled, pursuant to Section 2.01(a), to designate more than one director, (A) at such time as such Investor, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 50% of the number (the “Start Number”) of shares of Common Stock that such Investor holds on the date of this Agreement, such Investor shall lose the right under this Agreement to designate one of its Investor Designees, and (B) at such time as such Investor, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 25% of such Investor’s Start Number, such Investor shall no longer have a right under this Agreement to designate any Investor Designees, and (ii) with respect to any Investor that is entitled, pursuant to Section 2.01(a), to designate one director, at such time as such Investor, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 50% of such Investor’s Start Number, such Investor shall no longer have a right under this Agreement to designate any Investor Designees. For purposes of the foregoing sentence, shares of Common Stock held by a Person shall include shares issuable directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares held by such Person, and irrespective of the Conversion Limitation. The foregoing calculations shall be appropriately adjusted to take into account any stock reclassification, recapitalization or split, exchange of shares or similar transaction. (c) Each Stockholder agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (d) If, as a result of the death, retirement, resignation or, subject to the other provisions of this Section 2.01, removal, of an Investor Designee there shall exist or occur any vacancy on the Board, the Investor entitled to designate such director pursuant to this Section 2.01 shall have the power to designate a person to fill such vacancy, whereupon each of the Stockholders agrees to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, causing the Company to call a special meeting of stockholders (or effecting a written consent in lieu thereof) and voting all Company Securities that are entitled to vote or execute proxies or written consents to accomplish such result). (e) Directors may resign at any time. An Investor Designee may be removed at any time for any reason or no reason upon the written direction of the Investor that designated such Investor Designee, effective upon the delivery of such written direction. If any Investor entitled to designate any directors request that any of their respective Investor Designees be removed as a director, each of the Partners Stockholders shall vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action, to remove such Investor Designee. Each Stockholder agrees that it shall not vote any of its Company Securities in favor of, or take any other action related to, the removal of any Investor Designee who shall have been designated for election to the Board by an Investor pursuant to this Section 2.01 unless the Investor entitled to designate such director shall have consented to such removal in writing or unless such Investor shall have lost the right to designate such director to the Board pursuant to this Section 2.01. If any Investor’s right to designate directors shall be reduced by one or more directors, such Investor shall, if so requested by any member of the Board, promptly cause a number of Investor Designees designated by such Investor equal to the number by which such right to designate was reduced to resign from the Board. (f) If any person serving as the Chief Executive Officer of the Company (“CEO”) shall cease to be the CEO, then, unless otherwise determined by a majority of the other members of the Board, such former CEO shall cease to be a member of the Board and the Sponsor, severally and not jointly, new CEO shall be appointed as a member of the Board in place of the former CEO. (g) The Company agrees to takecause each individual designated for director pursuant to this Section 2.01 to be nominated, by all necessary and appropriate action, to serve as a director on the Board (including, to the extent required, by the Nominating Committee of the Board recommending that such designees be included in each slate of director nominees and by the Board presenting such slate for so long election to the Board) and to take all other actions as may be necessary to ensure that the composition of the Board is as set forth in this Section 2.01. (h) To the extent permitted by applicable law and the rules of the principal stock exchange on which the Common Stock is listed, each Investor with an Investor Designee serving on the Board shall be entitled to have at least one of its Investor Designees serve on all committees of the Board. (i) Any vacancies on the Board not filled pursuant to the forgoing principles shall be filled by an individual to be nominated by the Nominating Committee of the Board. (j) Subject to the provisions of Section 4.01, an Investor Designee shall be entitled to supply details of any business transacted at Board meetings, and any other information obtained by him or her in his or her capacity as a director of the Company, to the Investor that designated such Party holds director to the Board and to that Investor’s Affiliates and professional advisers. (k) The Company shall reimburse all reasonable out-of-pocket expenses incurred by the members of record or beneficially owns any Registrable Securitiesthe Board in connection with traveling to and from and attending meetings of the Board and while conducting business at the request of the Company. (l) The Company shall use its reasonable best efforts to purchase and maintain, all Necessary Action to cause at its expense, insurance, from reputable carriers and in an amount determined in good faith by the Board to be comprised appropriate, on behalf of eleven and covering the individuals who at any time on and after the date of this Agreement are or become directors or officers of the Company, or serve at the request of the Company as a director, officer, employee or agent of another company, joint venture, trust or other enterprise, against any expense, liability or loss asserted against or incurred by such individual in any such capacity, or arising out of such individual’s status as such, subject to customary exclusions. (11m) directors nominated The rights granted to a Stockholder hereunder are in addition to all rights to which such Stockholder is entitled as a security holder of the Company under the Company’s certificate of incorporation and by-laws, as in effect from time to time, and applicable law. (n) In addition, subject to the last sentence of this clause, WCAS shall be entitled to designate one individual as a non-voting Board observer (“Non-Voting Observer”). With the exception of meetings of the Board (or portions thereof) at which an Investor Designee designated by WCAS pursuant to Section 2.01(a)(ii) is recused, such Non-Voting Observer shall be allowed to attend and observe meetings of the Board, provided that such Non-Voting Observer shall agree with the Company to maintain the confidentiality, in accordance with this Article IISection 4.01, initially consisting of (i) seven (7) all non-public information obtained in connection with being a Non-Voting Observer. For the avoidance of whom doubt, the Non-Voting Observer is not a director of the Company and shall have been nominated by the Partners, and thereafter designated pursuant no right to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, vote on any matter coming to a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees vote of the Board). At such time as WCAS, together with its Permitted Transferees, holds a number of shares of Common Stock that is less than 25% of WCAS’s Start Number, WCAS shall no longer have a right to designate a Non-Voting Observer (ii) three (3) for purposes of whom have been nominated this sentence, shares of Common Stock held by the Sponsora Person shall include shares issuable directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares held by such Person, and thereafter designated pursuant irrespective of the Conversion Limitation; and the foregoing calculation shall be appropriately adjusted to Section 2.1(ctake into account any stock reclassification, recapitalization or split, exchange of shares or similar transaction). (o) or Section 2.1(d) To the extent, if any, that any of the principles of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all Article 2 conflict with any applicable independence requirements (including being sufficiently independent to serve on the audit committee law or any rules of the Board as a chair principal stock exchange on which the Common Stock is at the time listed and that are applicable to and binding upon the Company, the Company and the compensation committee Stockholders shall make such elections under such rules and take any and all other actions as a member), may be necessary in order to enable the purposes and (iii) one (1) intents of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors this Article 2 to be divided into three (3) classes of directors, carried out to the fullest extent in compliance with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedsuch laws and rules.

Composition of the Board. At and following the Closing, each of the Partners Sponsor, the Sellers and the SponsorPIF, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause (x) the Board to be comprised of (i) eleven (11) directors and (y) those individuals to be nominated in accordance with this Article II, initially consisting of (i) seven three (73) of whom have been nominated by the PartnersSeller Representative, initially Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxx and Xxxx Xxxxx, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d2.1(f) of this Investor Rights Agreement (each, a “Partner Seller Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, initially Xxxxxxx Xxxxx, Xxxxx August and an additional individual designated pursuant to Section 2.1(c), and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d2.1(f) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1iii) four (4) of whom shall satisfy all applicable independence requirements have been nominated pursuant to Section 2.1(d) or Section 2.1(f) (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member)each, an “Independent Director”) and (iiiiv) one (1) of whom has been jointly nominated by shall be the mutual agreement chief executive officer of Sponsor and the Partners PubCo (the “Joint CEO Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor Sponsor, the Sellers and the PartnersPIF, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year year-terms, and at least one Seller Director and one Sponsor Director in each class of directors. The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II III directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At and The Board shall be composed ------------------------ of members nominated from time to time in the following the Closingmanner; provided, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns that -------- any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors Director nominated in accordance with this Article IIsubsection may be removed only by the Stockholder(s) who nominated him, initially consisting of and any vacancy in the Board shall be filled by a nominee nominated in the same manner as this predecessor: (i) Xxxxxxx shall have the right to nominate two (2) Directors; (ii) For so long as it (together with its Related Persons) owns at least six million (6,000,000) shares of Common Stock, ST Global shall have the right to nominate two (2) Directors if the number of Directors is then set at five (5) in accordance with subsection (b), and ST Global shall have the right to nominate three (3) Directors if the number of Directors is then set at seven (7) in accordance with subsection (b); (iii) For so long as it (together with its Related Persons) owns at least one million (1,000,000) shares of whom Common Stock but less than six million (6,000,000) shares of Common Stock, ST Global shall have been nominated by the Partnersright to nominate one Director; (iv) The holders of Series D Stock, in their capacity as such (but excluding ST Global and thereafter designated pursuant its Related Persons, which shall not have the right to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”vote any Series D Stock for such purpose if they hold such Series D Stock at the relevant time), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent entitled to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least nominate one (1) Director; and (v) The Stockholders, other than (A) the holders of whom shall satisfy all applicable independence requirements Series D Stock, in their capacity as such, but including any such holders with respect to any Stock other than the Series D Stock owned by them, and (including being sufficiently independent B) each Stockholder entitled (at the relevant time) to serve on the audit committee of the Board as nominate a chair and the compensation committee as a memberdirector under clauses (i) through (iii), and (C) each Stockholder that is a Related Person to any Stockholder entitled (at the relevant time) to nominate a director under clauses (i) through (iii), and (D) each employee or ex-employee of the Company shall be entitled to nominate one (1) Director; provided, that if the -------- Stockholders described in this clause at any time and from time to time collectively own less than One Million (1,000,000) shares of whom has been jointly nominated by Common Stock and ST Global owns at least One Million (1,000,000) shares of Common Stock, ST Global shall at such time have the mutual agreement of Sponsor and right to nominate the Partners (Director that such Stockholders would otherwise have the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees right to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electednominate under this clause.

Composition of the Board. At and following the Closing, each Each of the Partners Sellers, the Other Holders, the Sponsors and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, PubCo shall take all Necessary Action to cause the Board to be comprised at Closing of eleven nine (119) directors nominated in accordance with this Article IIdirectors, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement Equityholder Representative (each, a “Partner Seller Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements has been nominated by the Sponsor Representative (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), “Sponsor Director”) and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor Representative and the Partners Equityholder Representative (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor Sellers, the Other Holders, the Sponsors and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, PubCo shall take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three year-terms. (3i) year termsthe Class I directors shall initially be: Axxxxx Xxxxxxxx, Mxxxxxx Xxxxxx, and Jxxxxxx Xxxxx; (ii) the Class II directors shall initially be: Sxx Xxxxxx, Cxxxxxxxxxx X. Xxxxx, and Rxxxx Xxxxxxx; and (iii) the Class III directors shall initially be: Mxxx Xxxxxxx, Rxxx Xxxx, and Rxxxx Xxxx. Any vacancies existing on the Board as of the date hereof shall be filled in accordance with Section 2.1(d). The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting of stockholders at which directors are elected.