Common use of Corporate Governance and Nominating Committee of the Board Clause in Contracts

Corporate Governance and Nominating Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a corporate governance and nominating committee that, at all times prior to the 50% Date, shall consist of three (3) or more Directors (with the size of the corporate governance and nominating committee established by the Board of Directors) with at least one (1) such Director being a BNPP Director. BNPP shall designate the BNPP Director to fill the position reserved for BNPP Directors on the corporate governance and nominating committee pursuant to this Section 2.4(a). (b) On the 50% Date (or on such earlier date as BNPP shall determine), the corporate governance and nominating committee shall transition to full compliance with Section 5605(e) of the Nasdaq Listing Rules to the extent the composition of the corporate governance and nominating committee is not already in full compliance, as follows: (i) on or before the 50% Date, the corporate governance and nominating committee shall have at least one (1) Independent Director; (ii) on or before 90 days following the 50% Date, the corporate governance and nominating committee shall consist of a majority of Independent Directors; and (iii) on or before the one-year anniversary of the 50% Date, the corporate governance and nominating committee shall consist solely of Independent Directors. (c) The corporate governance and nominating committee shall at all times exercise the responsibilities and authority set forth under Section 5605(e) of the Nasdaq Listing Rules, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time. (d) After the one-year anniversary of the 50% Date (or such other date on which the corporate governance and nominating committee shall consist solely of Independent Directors) and until the 5% Date, at any time during which a BNPP Independent Director serves on the Board of Directors, at least one (1) member of the corporate governance and nominating committee shall be a BNPP Independent Director. No BNPP Director shall be a member of the corporate governance and nominating committee following the 5% Date.

Corporate Governance and Nominating Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a corporate governance and nominating committee that, at all times prior to the 50% Less Than Majority Holder Date, shall consist of three (3) two or more Directors (with the size of the corporate governance and nominating committee established by the Board of Directors) with at least comprised of (i) one or more Independent Directors and (1ii) such Director being a BNPP Directorone or more NAB Directors. BNPP NAB shall designate the BNPP Director NAB Directors to fill the position number of positions reserved for BNPP NAB Directors on the corporate governance and nominating committee pursuant to this Section 2.4(a). (b) On the 50% Less Than Majority Holder Date (or on such earlier date as BNPP NAB shall determine), the corporate governance and nominating committee shall transition to full compliance with Section 5605(e) 303A.04 of the Nasdaq Listing Rules NYSE Manual, to the extent the composition of the corporate governance and nominating committee is not already in full compliance, as follows: (i) on or before the 50% Date, the corporate governance and nominating committee shall have at least one (1) Independent Director; (ii) on or before 90 days 90th day following the 50% Less Than Majority Holder Date, the corporate governance and nominating committee shall consist of a majority of Independent Directors; and (iiiii) on or before the one-year anniversary of the 50% DateLess Than Majority Holder Date (or such earlier date as NAB shall determine), the corporate governance and nominating committee shall consist solely of Independent Directors. (c) The corporate governance and nominating committee shall at all times exercise the responsibilities and authority set forth under Section 5605(e) Rule 303A.04 of the Nasdaq Listing RulesNYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time. (d) After the one-year anniversary of the 50% Less Than Majority Holder Date, if the Non-Control Date (or such other date on which the corporate governance and nominating committee shall consist solely of Independent Directors) and until the 5% Datehas not occurred, at any time during which a BNPP NAB Independent Director serves on the Board of Directors, at least one (1) member of the corporate governance and nominating committee shall be a BNPP NAB Independent Director. No BNPP Director shall be a member of the corporate governance and nominating committee following the 5% Date.

Corporate Governance and Nominating Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a corporate governance and nominating committee that, at all times prior to the 50% Less Than Majority Holder Date, shall consist of three (3) two or more Directors (with the size of the corporate governance and nominating committee established by the Board of Directors) with at least comprised of (i) one or more Independent Directors and (1ii) such Director being a BNPP Directorone or more NAB Directors. BNPP NAB shall designate the BNPP Director NAB Directors to fill the position number of positions reserved for BNPP NAB Directors on the corporate governance and nominating committee pursuant to this Section 2.4(a). (b) On the 50% Less Than Majority Holder Date (or on such earlier date as BNPP NAB shall determine), the corporate governance and nominating committee shall transition to full compliance with Section 5605(e) 303A.06 of the Nasdaq Listing Rules NYSE Manual, to the extent the composition of the corporate governance and nominating committee is not already in full compliance, as follows: (i) on or before the 50% Date, the corporate governance and nominating committee shall have at least one (1) Independent Director; (ii) on or before 90 days 90th day following the 50% Less Than Majority Holder Date, the corporate governance and nominating committee shall consist of a majority of Independent Directors; and (iiiii) on or before the one-year anniversary of the 50% DateLess Than Majority Holder Date (or such earlier date as NAB shall determine), the corporate governance and nominating committee shall consist solely of Independent Directors. (c) The corporate governance and nominating committee shall at all times exercise the responsibilities and authority set forth under Section 5605(e) Rule 303A.04 of the Nasdaq Listing RulesNYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time. (d) After the one-year anniversary of the 50% Less Than Majority Holder Date, if the Non-Control Date (or such other date on which the corporate governance and nominating committee shall consist solely of Independent Directors) and until the 5% Datehas not occurred, at any time during which a BNPP NAB Independent Director serves on the Board of Directors, at least one (1) member of the corporate governance and nominating committee shall be a BNPP NAB Independent Director. No BNPP Director shall be a member of the corporate governance and nominating committee following the 5% Date.