Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) From and after the date hereof, (i) for so long as the Crestview Entities collectively own at least 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have three individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (ii) for so long as the Crestview Entities collectively own at least 10% but less than 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (iii) for so long as the Crestview Entities collectively own at least 5% but less than 10% of the outstanding Shares, (A) the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have one individual designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board and (B) the Crestview Aggregator shall have the right to designate one representative to attend and observe all meetings of the Board and any committees thereof, (iv) for so long as RCP owns at least 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by RCP and reasonably acceptable to the Company elected to the Board, and (v) for so long as RCP owns at least 5% but less than 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have one individual designated by RCP and reasonably acceptable to the Company elected to the Board. (b) Each Institutional Investor, Individual Shareholder and the Employee Shareholders Committee agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall, in the case of each Institutional Investor and Individual Shareholder, vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority 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 Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. (a) From Subject to Section 2.01(e) below, Avista, for and after the date hereof, (i) for so long as the Crestview Entities collectively own at least 20% on behalf of the outstanding SharesAvista Funds, the Crestview Aggregator shall have the right to require nominate two directors to the Board of Directors of the Company to nominate and use its best efforts to have three individuals designated by (the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, “Avista Designees”). (iib) for so long as the Crestview Entities collectively own at least 10% but less than 20% of the outstanding Shares, the Crestview Aggregator CapitalCo shall have the right to require nominate two directors to the Board of Directors of the Company (the “CapitalCo Designees” and, together with the Avista Designees, the “Sponsor Designees”). (c) (i) In the event that any Sponsor (and its Sponsor Affiliates) cease to nominate and use its best efforts to have two individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (iii) for so long as the Crestview Entities collectively beneficially own shares of New Class A Common Stock and/or Class B Common stock that equal at least 5% but less than 10% fifteen percent (15%) of the outstanding Sharesshares of New Class A Common Stock and Class B Common Stock then outstanding, but continues to beneficially own shares of New Class A Common Stock and/or New Class B Common Stock that equal at least five percent (A5%) of the Crestview Aggregator shares of New Class A Common Stock and New Class B Common Stock then outstanding, such Sponsor shall no longer have the right to appoint two Sponsor Designees, and shall have the right to require the Company to nominate and use its best efforts to have appoint only one individual designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board Sponsor Designee, and (Bii) in the Crestview Aggregator event that any Sponsor (and its Sponsor Affiliates) cease to beneficially own shares of New Class A Common Stock and/or New Class B Common Stock that equal at least five percent (5%) of the shares of New Class A Common Stock and New Class B Common Stock then outstanding, such Sponsor shall no longer have the right to designate one representative nominate any Sponsor Designees. (d) The Company shall use all reasonable efforts to attend and observe all meetings facilitate the appointment of the Board and any committees thereof, (iv) for so long Sponsor Designees pursuant to this Section 2.01 to be elected as RCP owns at least 10% members of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by RCP and reasonably acceptable to the Company elected to the Board, and (v) for so long as RCP owns at least 5% but less than 10% to permit the Sponsors to remove, replace or change their Sponsor Designees from time to time and fill vacancies created by reason of death, removal or resignation of such Sponsor Designees, including by calling a general meeting of stockholders of the outstanding SharesCompany for the purpose of voting on any appointment, RCP shall have the right to require the Company to nominate and use its best efforts to have one individual designated by RCP and reasonably acceptable to the Company elected to the Boardremoval, replacement or change. (be) Each Institutional InvestorUntil such time as any of the Sponsors (together with its Sponsor Affiliates) individually ceases beneficially to own shares of New Class A Common Stock and/or Class B Common Stock that equal at least five percent (5%) of the shares of New Class A Common Stock or New Class B Common Stock then outstanding, Individual Shareholder each Sponsor and the Employee Shareholders Committee agrees thatMezzanine Co-Invest Vehicle shall, if at any time it is then entitled to vote for the election of directors to the Board, it shall, in the case vote all of each Institutional Investor and Individual Shareholder, its Equity Securities that are entitled to vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority 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 ShareholdersStockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (f) The Company shall reimburse each Sponsor (or its designee) for all reasonable out-of-pocket expenses incurred in connection with the attendance by such Sponsor’s Sponsor Designees at meetings of the Board or any committee thereof, including, without limitation, travel, lodging and meal expenses.

Composition of the Board. (a) From and after the date hereofClosing, the Investors shall be entitled to designate the Required Director Number of individuals to serve as Investor Designated Directors, as follows (unless the Investors agree otherwise and notify the Company of such agreement): (i) Anchorage shall, for so as long as the Crestview Entities collectively own its Ownership Percentage is at least 2025% of the outstanding Sharesits Initial Ownership Percentage, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have three individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (ii) for so long as the Crestview Entities collectively own at least 10% but less than 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (iii) for so long as the Crestview Entities collectively own at least 5% but less than 10% of the outstanding Shares, (A) the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have one individual designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board and (B) the Crestview Aggregator shall have the right to designate one representative to attend and observe all meetings (x) two Investor Designated Directors or (y) its pro rata share of the Board Required Director Number of Investor Designated Directors (calculated based on Anchorage’s Ownership Percentage relative to the Ownership Percentage of O-Cap, and any committees thereofrounded to the nearest whole number), whichever is greater; and (ivii) O-Cap shall, for so as long as RCP owns its Ownership Percentage is at least 1075% of the outstanding Sharesits Initial Ownership Percentage, RCP shall have the right to require designate (x) one Investor Designated Director or (y) its pro rata share of the Company to nominate and use Required Director Number of Investor Designated Directors (calculated based on its best efforts to have two individuals designated by RCP and reasonably acceptable Ownership Percentage relative to the Company elected Ownership Percentage of Anchorage, and rounded to the Boardnearest whole number), and (v) for so long as RCP owns at least 5% but less than 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have one individual designated by RCP and reasonably acceptable to the Company elected to the Boardwhichever is greater. (b) Each Institutional InvestorFrom and after the Closing, Individual Shareholder in connection with each annual or special shareholders’ meeting of the Company at which members of the Board will be elected (or in connection with any written consent of shareholders of the Company pursuant to which members of the Board will be elected), the Company shall include the individuals designated by the Investors, pursuant to this Section 2.01, to serve as directors in each slate of directors proposed, recommended or nominated for election by shareholders of the Company or the Board and the Employee Shareholders Committee agrees that, if at any time it is entitled shall recommend and use reasonable best efforts to vote for cause the election of directors such designees. Without limiting the foregoing, the Company shall use reasonable best efforts, in connection with each annual or special meeting of shareholders held to elect members of the Board, it shall, to solicit from its shareholders eligible to vote in the case election of each Institutional Investor and Individual Shareholder, vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority 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 Shareholders) in order to ensure that the composition members of the Board is proxies in favor of the election of each person designated for election as set forth an Investor Designated Director in accordance with this Section 2.01, and against the election of any candidate whose election would adversely impact the election to, or the opportunity to serve on, the Board of any such Investor Designated Director. In the absence of any designation from the Investors as specified in this Section 2.012.01(b), the Investor Designated Director or Directors previously designated by the Investors and then serving shall be nominated for re-election if still eligible to serve under applicable legal and governance requirements regarding service as a member of the Board. Neither an Investor nor any Affiliate of an Investor shall have any liability as a result of designating an individual for election as a member of the Board for any act or omission by such designated individual in his or her capacity as a member of the Board.

Composition of the Board. (a) From On and after the date hereofon which the IPO is consummated, New Mountain (ias defined below) for so long as the Crestview Entities collectively own at least 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require nominate directors to serve on the Company Board of Directors. Each director so nominated by New Mountain may be referred to nominate and use its best efforts to have three individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, as a “New Mountain Director.” Such nomination rights shall be as follows: (iii) for so long as the Crestview Entities collectively own Aggregate New Mountain Ownership (as defined below) continues to be (A) at least 10% but less than 2050% of the outstanding Sharesshares of Common Stock New Mountain owned immediately following the consummation of the IPO, the Crestview Aggregator New Mountain shall have the right to require the Company be entitled to nominate directors representing a majority of the number of directors of the Board of Directors, (B) less than 50% but at least 25% of the shares of Common Stock New Mountain (ii) Pubco hereby agrees (A) to include the nominees of New Mountain nominated pursuant to this Section 1.01(a) as the nominees to the Board of Directors on each slate of nominees for election of the Board of Directors included in Pubco’s annual meeting proxy statement (or consent solicitation or similar document), (B) to recommend the election of such nominees to the stockholders of Pubco and (C) without limiting the foregoing, to otherwise use its reasonable best efforts to have two individuals designated by the Crestview Aggregator and reasonably acceptable cause such nominees to the Company be elected to the BoardBoard of Directors, (iii) including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. For so long as the Crestview Entities collectively own directors on the Board of Directors are divided into three classes, such New Mountain Directors shall be apportioned among such classes so as to maintain the number of New Mountain Directors in each class as nearly equal as possible. With respect to any person that will be nominated to be a director for the first time at least 5% but less than 10% of the outstanding Sharesan annual meeting (each person, a “First-Time Director Nominee”) by New Mountain, New Mountain shall nominate its First-Time Director Nominee by (A) the Crestview Aggregator shall have the right delivering to require the Company to nominate and use Pubco its best efforts to have one individual designated by the Crestview Aggregator and reasonably acceptable written statement at least 90 days prior to the Company elected to one-year anniversary of the Board preceding annual meeting nominating such First-Time Director Nominee and (B) setting forth such First-Time Director Nominee’s business address, telephone number, facsimile number and e-mail address; provided, however, that if New Mountain shall fail to deliver such written notice, New Mountain shall be deemed to have nominated the Crestview Aggregator shall have the right to designate one representative to attend and observe all meetings of director(s) previously nominated by New Mountain who is/are currently serving on the Board and any committees thereof, (iv) for so long as RCP owns at least 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by RCP and reasonably acceptable to the Company elected to the Board, and (v) for so long as RCP owns at least 5% but less than 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have one individual designated by RCP and reasonably acceptable to the Company elected to the BoardDirectors. (b) Each Institutional InvestorDirectors shall serve until their resignation or removal or until their successors are nominated; provided, Individual Shareholder and however, that if the Employee Shareholders Committee agrees that, if at any time it number of directors that New Mountain is entitled to vote for nominate pursuant to Section 1.01(a) is reduced by one or more directors, then New Mountain, shall, to the election extent requested by the Stock Exchange Independent Directors (as defined herein), promptly cause such number of directors equal to the Boardnumber by which the number of directors has been so reduced as aforesaid to resign from service on the Board of Directors. (c) If any director previously nominated by New Mountain dies or is unwilling or unable to serve as such or is otherwise removed or resigns from office (other than pursuant to the proviso to the first sentence of Section 1.01(c)), it shallthen New Mountain shall promptly nominate a successor to such director, in accordance with this Section 1.01; provided, however, that if New Mountain is not entitled to fill such vacant director position(s), then such vacant director position(s) shall be filled by the case Board of each Institutional Investor and Individual ShareholderDirectors, vote its Shares or, in upon the case recommendation of the Employee Shareholders Nominating Committee, vote the Shares it has the authority 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 Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. (a) From The Board shall consist of (x) no more than fourteen (14) directors for so long as Fortis Group owns at least 50% of the outstanding Common Stock and after (y) no more than twelve (12) directors for so long as Fortis Group owns less than 50% but at least 10% of the date hereofOutstanding Common Stock, subject to any increase in the Board as a result of the rights of holders of preferred stock to elect directors. The Board shall nominate designees of Fortis Group and other directors as follows, unless, based on the advice of counsel, such nomination would be inconsistent with the fiduciary duties of the members of the Board: (i) so long as Fortis Group owns at least 50% of the Outstanding Common Stock, five Fortis Designees and at most nine other directors, subject to any increase in the Board as a result of the rights of holders of preferred stock to elect directors, including at least five Independent Directors if there are twelve or fewer directors and at least six Independent Directors at all other times; (ii) so long as Fortis Group owns less than 50% but at least 10% of the Outstanding Common Stock, two Fortis Designees and at most ten other directors, subject to any increase in the Board as a result of the rights of holders of preferred stock to elect directors, including at least seven Independent Directors; and (iii) so long as Fortis Group owns less than 10% but at least 5% of the Outstanding Common Stock, the Fortis Group shall continue to have the right to have one Fortis Designee on the Board. (b) The Company agrees that (i) for so long as the Crestview Entities collectively own at least 20Fortis Group owns shares entitled to 50% or more of the outstanding Sharesvotes entitled to be cast by the then Outstanding Common Stock, the Crestview Aggregator it shall have the right to require the Company to nominate not, and shall use its best efforts to have three individuals designated by cause the Crestview Aggregator Board not to, alter the number of directors that comprise the Board if such action would result in more than 14 directors and reasonably acceptable to the Company elected to the Board, (ii) for so long as the Crestview Entities collectively own at least 10Fortis Group owns shares entitled to less than 50% but less than 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (iii) for so long as the Crestview Entities collectively own at least 5% but less than 10% of the outstanding Shares, (A) the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have one individual designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board and (B) the Crestview Aggregator shall have the right to designate one representative to attend and observe all meetings of the Board and any committees thereof, (iv) for so long as RCP owns at least 10% of the outstanding Sharesvotes entitled to be cast by the then Outstanding Common Stock it shall not, RCP and shall have the right to require the Company to nominate and use its best efforts to cause the Board not to, alter the number of directors that comprise the Board if such action would result in more than 12 directors. (c) As provided for in the Charter and Bylaws, the directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. It is hereby agreed that at the time of the IPO three Fortis Designees shall be designated as Class II directors and two Fortis Designees shall be designated as Class III directors. The Fortis Designees on the Board as of the date of this Agreement are Xxxxx xxx Xxxxxx, Xxxx Xxxxxxxx Fakkert, Xxxxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxx Xxxxx. The initial Fortis Designees to be designated Class II directors shall be Xxxxx xxx Xxxxxx, Xxxx Xxxxxxxx Fakkert and Xxxxxxx Xxxxxxxxxxx, and the initial Fortis Designees to be designated as Class III directors shall be Xxxxxx Xxxxx and Xxxxxxx Xxxxxxx. If at the end of the respective terms for such Fortis Designees included in such class, Fortis shall continue to be entitled to have two individuals designated by RCP and reasonably acceptable to the Company elected to Fortis Designees represented on the Board, and (v) for so long as RCP owns each such position shall be filled at least 5% but less than 10% of the outstanding Shares, RCP such time by a Person who shall have the right to require the Company to nominate and use its best efforts to have one individual designated be nominated by RCP and reasonably acceptable to the Company elected to the BoardFortis Insurance. (b) Each Institutional Investor, Individual Shareholder and the Employee Shareholders Committee agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall, in the case of each Institutional Investor and Individual Shareholder, vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority 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 Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. (a) From On and after the last date hereofon which the Transactions are consummated (the “Effective Time”), the Holder shall have certain rights with respect to the nomination of directors to serve on the Board of Directors. Any director so nominated by the Holder shall be referred to as a “Founder Director.” Such nomination rights shall be as follows: (i) for so long as the Crestview Entities collectively own Aggregate Founder Ownership (as defined below) continues to be at least 2025% of the total number of issued and outstanding Sharesshares of Common Stock as of the date of such calculation, the Crestview Aggregator Holder shall have the right to require the Company be entitled to nominate one director to the Board of Directors (which, for the avoidance of doubt, could include himself); and (ii) Pubco hereby agrees (A) take all actions within its power to include any Founder Director nominated pursuant to this Section 1.01(a) as a nominee to the Board of Directors on each slate of nominees for election of the Board of Directors included in Pubco’s annual meeting proxy statement (or consent solicitation or similar document), (B) to recommend the election of any such nominee to the stockholders of Pubco and (C) without limiting the foregoing, to otherwise use its reasonable best efforts to have three individuals designated by the Crestview Aggregator and reasonably acceptable cause any such nominee to the Company elected to the Board, (ii) for so long as the Crestview Entities collectively own at least 10% but less than 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (iii) for so long as the Crestview Entities collectively own at least 5% but less than 10% of the outstanding Shares, (A) the Crestview Aggregator shall have the right to require the Company to nominate and use its best efforts to have one individual designated by the Crestview Aggregator and reasonably acceptable to the Company be elected to the Board of Directors, including providing at least as high a level of support for the election of such nominee as it provides to any other individual standing for election as a director. With respect to any person that will be nominated to be a director for the first time at an annual meeting (each person, a “First-Time Director Nominee”) by the Holder, the Holder shall nominate its First-Time Director Nominee by (A) delivering to Pubco its written statement at least 90 days prior to the one-year anniversary of the preceding annual meeting nominating such First-Time Director Nominee and (B) setting forth such First-Time Director Nominee’s business address, telephone number, facsimile number and e-mail address; provided, however, that if the Crestview Aggregator Holder shall fail to deliver such written notice, the Holder shall be deemed to have nominated the right to designate one representative to attend and observe all meetings of Founder Director previously nominated by the Holder who is currently serving on the Board and any committees thereof, (iv) for so long as RCP owns at least 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by RCP and reasonably acceptable to the Company elected to the Board, and (v) for so long as RCP owns at least 5% but less than 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have one individual designated by RCP and reasonably acceptable to the Company elected to the BoardDirectors. (b) Each Institutional Investor, Individual Shareholder and the Employee Shareholders Committee agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall, in the case of each Institutional Investor and Individual Shareholder, vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority 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 Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. (a) From and after Subject to the date hereof, (i) for so long as the Crestview Entities collectively own at least 20% of the outstanding Sharesapplicable law, the Crestview Aggregator Avista Shareholder, shall have the right to require nominate two directors to the Board of the Company to nominate and use its best efforts to have three individuals designated by (the Crestview Aggregator and reasonably acceptable “Avista Designees”). (b) Subject to the Company elected to the Board, (ii) for so long as the Crestview Entities collectively own at least 10% but less than 20% of the outstanding Sharesapplicable law, the Crestview Aggregator Altchem Shareholder shall have the right to require nominate two directors to the Board of the Company (the “Altchem Designees” and, together with the Avista Designees, the “Sponsor Designees”). (c) (i) In the event that any Sponsor (and its Affiliates) ceases to nominate and use its best efforts to have two individuals designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, (iii) for so long as the Crestview Entities collectively beneficially own Ordinary Shares that equal at least 5% but less than 10% twenty percent (20%) of the outstanding SharesOrdinary Shares then outstanding, (A) such Sponsor shall no longer have the Crestview Aggregator right to appoint two Sponsor Designees and shall have the right to require the Company to nominate and use its best efforts to have appoint only one individual designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board Sponsor Designee, and (Bii) in the Crestview Aggregator event that any Sponsor (and its Affiliates) cease to beneficially own Ordinary Shares that equal at least ten percent (10%) of the Ordinary Shares then outstanding, such Sponsor shall no longer have the right to designate one representative nominate any Sponsor Designees. (d) The Company shall use all reasonable efforts to attend and observe all meetings facilitate the appointment of the Board and any committees thereof, (iv) for so long Sponsor Designees pursuant to this Section 2.01 to be elected as RCP owns at least 10% members of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by RCP and reasonably acceptable to the Company elected to the Board, and (v) for so long as RCP owns at least 5% but less than 10% to permit the Sponsors to remove, replace or change their Sponsor Designees from time to time and fill vacancies created by reason of death, removal or resignation of such Sponsor Designees, including by calling a general or special meeting of shareholders of the outstanding SharesCompany for the purpose of voting on any appointment, RCP shall have the right to require the Company to nominate and use its best efforts to have one individual designated by RCP and reasonably acceptable to the Company elected to the Boardremoval, replacement or change. (be) Each Institutional InvestorUntil such time as any of the Sponsors (together with its Affiliates) individually ceases beneficially to own Ordinary Shares that equal at least ten percent (10%) of the Ordinary Shares then outstanding, Individual Shareholder each Sponsor and the Employee Shareholders Committee agrees thateach Co-Invest Vehicle shall, if at any time it is then entitled to vote for the election of directors to the Board, it shall, in the case vote all of each Institutional Investor and Individual Shareholder, its Equity Securities that are entitled to vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority 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 Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (f) The Company shall reimburse each Sponsor (or its designee) for all reasonable out-of-pocket expenses incurred in connection with the attendance by such Sponsor’s Sponsor Designees at meetings of the Board or any committee thereof, including, without limitation, travel, lodging and meal expenses.

Composition of the Board. (a) From and after the date hereofeffectiveness of this Agreement and until the voting obligations of such Voting Stockholder and of their designees to the Board pursuant to Section 3 shall cease to be effective, (ia) for so long as the Crestview Entities collectively own at least 20% of the outstanding Shares, the Crestview Aggregator each Voting Stockholder shall have the right to require the Company to nominate vote (and use its reasonable best efforts to have three individuals designated cause each of its Affiliates that beneficially owns Voting Securities to vote), or to act by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board, written consent in lieu of meetings (ii) for so long as the Crestview Entities collectively own at least 10% but less than 20% of the outstanding Shares, the Crestview Aggregator shall have the right to require the Company to nominate and use its reasonable best efforts to have two individuals designated cause each of its Affiliates that beneficially owns Voting Securities to act by the Crestview Aggregator written consent in lieu of meetings), and reasonably acceptable to the Company elected to the Board, (iii) for so long as the Crestview Entities collectively own at least 5% but less than 10% of the outstanding Shares, (A) the Crestview Aggregator shall have the right to require the Company to nominate and use its reasonable best efforts to have one individual designated by the Crestview Aggregator and reasonably acceptable to the Company elected to the Board and (B) the Crestview Aggregator shall have the right to designate one representative to attend and observe all meetings of the Board and any committees thereof, (iv) for so long as RCP owns at least 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have two individuals designated by RCP and reasonably acceptable to the Company elected to the Board, and (v) for so long as RCP owns at least 5% but less than 10% of the outstanding Shares, RCP shall have the right to require the Company to nominate and use its best efforts to have one individual designated by RCP and reasonably acceptable to the Company elected to the Board. (b) Each Institutional Investor, Individual Shareholder and the Employee Shareholders Committee agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall, in the case of each Institutional Investor and Individual Shareholder, vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority to vote, or execute proxies or written consents, as the case may be, and take all other necessary action or desirable actions (including causing including, without limitation, attending all meetings in person or by proxy for purposes of enabling the Company Corporation to call obtain a quorum at any meeting of stockholders and executing all written consents in lieu of meetings), to cause all of the individuals specified below in this Section 3.1 to be appointed or designated for nomination or nominated for election, and to be elected, to the Board following the IPO Closing Time, and (b) the Corporation shall use its reasonable best efforts to cause the appointment or election of each such individual to the Board following the IPO Closing Time, including, without limitation, by nominating such individuals to be elected as members of the Board as provided herein and calling an annual or special meeting of Shareholders) stockholders in order to ensure that the composition of the Board is shall be as set forth in this Section 2.013.1 and otherwise to give effect to the provisions of this Section 3.1: (i) MDCP Group Directors. (A) Until such date on which the MDCP Group Stockholders and their Permitted Transferees shall collectively own beneficially in the aggregate a number of shares of Common Stock which represents less than either (1) one-third of the aggregate number of shares of Common Stock issuable upon conversion of all of the Series A Convertible Preferred Stock, par value $0.01 per share, of the Corporation (the “Series A Preferred”) acquired by the MDCP Group Stockholders on February 4, 2000 or (2) five percent of the Common Stock issued and outstanding in the aggregate, one person designated for nomination for election or appointment by the MDCP Group Stockholders and their Permitted Transferees. (B) At any time at which the total number of authorized members of the Board is established at ten or greater and until such date on which the MDCP Group Stockholders and their Permitted Transferees shall collectively own beneficially in the aggregate a number of shares of Common Stock which represents less than either (1) fifty percent of the aggregate number of shares of Common Stock issuable upon conversion of all of the Series A Preferred acquired by the MDCP Group Stockholders on February 4, 2000 or (2) five percent of the Common Stock issued and outstanding in the aggregate, a second person designated for nomination for election or appointment by the MDCP Group Stockholders and their Permitted Transferees (any such designee of the MDCP Group Stockholders and their Permitted Transferees pursuant to this Section 3.1(i), an “MDCP Director”). (C) Board designations and other actions and determinations made by the MDCP Stockholders and their Permitted Transferees pursuant to Section 3 shall be made by the MDCP Stockholders and their Permitted Transferees owning beneficially and of record a majority of the shares of Common Stock beneficially owned collectively by all of the MDCP Stockholders and their Permitted Transferees at the time of such designation or other action or determination.