Common use of Corporate Opportunity Clause in Contracts

Corporate Opportunity. The Corporation hereby renounces pursuant to Section 122(17) of the DGCL any interest or expectancy in, or being offered an opportunity to participate in, any business opportunity or classes or categories of business opportunities that are presented to any of the Corporation’s non-employee directors or any of their affiliates (together, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shall, to the fullest extent permitted by the DGCL, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its affiliates and, to the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders for breach of any fiduciary duty as a stockholder or director of the Company solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person or does not present such corporate opportunity to the Corporation or its affiliates. Notwithstanding the foregoing, the Corporation does not renounce its interest or expectancy in any corporate opportunity offered to any Identified Person if such opportunity is expressly offered to such Identified Person solely in his or her capacity as a director of the Corporation, and the foregoing provisions of this Article XI shall not apply to any such corporate opportunity. Notwithstanding anything to contrary herein, the provisions of this Article XI shall have no further force or effect from and after the earlier of such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% of the outstanding shares of Common Stock and (ii) TDR is not entitled to designate one or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time).

Corporate Opportunity. The Corporation hereby (a) To the fullest extent permitted by Applicable Law, no individual serving as a Director who is not employed by the Company (“Outside Director”), and AgCentral Energy Pty Ltd and its affiliates and Xxxxxx Industries, Ltd. and its affiliates (together with each Outside Director, the “Exempted Persons”) shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces pursuant to Section 122(17) of the DGCL any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any business opportunity potential transaction or classes or categories of business opportunities that are presented to any of the Corporation’s non-employee directors or any of their affiliates (together, an “Identified Person”) matter which may be a corporate opportunity for such Identified Person the Exempted Persons, on the one hand, and the Corporation or any of its affiliatesCompany, on the other. In Except to the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shallextent expressly assumed by contract, to the fullest extent permitted by Applicable Law, the DGCL, Exempted Persons shall have no duty to communicate or offer any such transaction or other business corporate opportunity to the Corporation Company and shall not be liable to the Company or its Members for breach of any fiduciary duty solely by reason of the fact that an Exempted Person pursues or acquires such corporate opportunity, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company. (b) Notwithstanding the foregoing provisions, the Company does not renounce any interest or expectancy it may have in any business opportunity that is expressly offered to any Outside Director solely in his or her capacity as an Outside Director of the Company, and not in any other capacity, unless the disinterested Members of the Board determine that the Company renounces such interest or expectancy in accordance with Applicable Law. (c) To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this rule 20.2 to be a breach of duty to the Company or its affiliates andMembers, the Company hereby waives, to the fullest extent permitted by the DGCLApplicable Law, shall not be liable to the Company, its affiliates or its stockholders for breach any and all claims and causes of any fiduciary duty as a stockholder or director of action that the Company solely may have for such activities. To the fullest extent permitted by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person or does not present such corporate opportunity to the Corporation or its affiliates. Notwithstanding the foregoing, the Corporation does not renounce its interest or expectancy in any corporate opportunity offered to any Identified Person if such opportunity is expressly offered to such Identified Person solely in his or her capacity as a director of the Corporation, and the foregoing provisions of this Article XI shall not apply to any such corporate opportunity. Notwithstanding anything to contrary hereinApplicable Law, the provisions of this Article XI shall rule 20.2 apply equally to activities conducted in the future and that have no further force or effect from and after been conducted in the earlier of such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% of the outstanding shares of Common Stock and (ii) TDR is not entitled to designate one or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time)past.

Corporate Opportunity. The Corporation hereby renounces pursuant to Section 122(17) In recognition of the DGCL fact that the Corporation and its directors, officers, employees and stockholders, acting in their capacities as such, currently engage in, and may in the future engage in, the same or similar activities or lines of business and have an interest in the same areas and types of corporate opportunities, and in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with such persons, the provisions of this ARTICLE ELEVENTH are set forth to regulate and define the conduct of certain affairs of the Corporation as they may involve such directors, officers and employees, acting in their capacities as such. Accordingly, to the fullest extent permitted by applicable law, no director, officer, employee or stockholder of the Corporation, in such capacity, shall have any obligation to the Corporation to refrain from competing with the Corporation, making investments in competing businesses or otherwise engaging in any commercial activity that competes with the Corporation. To the fullest extent permitted by applicable law, the Corporation shall not have any right, interest or expectancy in, or being offered an opportunity to participate in, any business opportunity or classes or categories of business opportunities that are presented with respect to any of the Corporation’s non-employee directors such particular investments or any of their affiliates (together, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or activities undertaken by any of its affiliatesdirectors, officers, employees or stockholders, such investments or activities shall not be deemed wrongful or improper, and no such director, officer, employees or stockholder shall be obligated to communicate, offer or present any potential transaction, matter or opportunity to the Corporation even if such potential transaction, matter or opportunity is of a character that, if presented to the Corporation, could be taken by the Corporation, so long as such transaction, matter or opportunity does not compete with such person’s fiduciary obligations to the Corporation (a “Restricted Opportunity”). In the event that any Identified Person director, officer, employee or stockholder, acting in his or its capacity as such, acquires knowledge of a potential transaction transaction, matter or other business opportunity which may be a corporate opportunity for itselfthe Corporation, herself or himself and the Corporation or any of its affiliatesbut is not a Restricted Opportunity, such Identified Person shalldirector, to the fullest extent permitted by the DGCLofficer, employee or stockholder, acting in their capacity as such, shall have no duty to communicate or offer such transaction or other business corporate opportunity to the Corporation or any of its affiliates and, to the fullest extent permitted by the DGCL, and shall not be liable to the Company, its affiliates Corporation or its stockholders for breach of any fiduciary duty as a stockholder or director of the Company solely by reason of the fact that such Identified Person director, officer, employee or stockholder, acting in his or its capacity as such, pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person person, or does not present communicate information regarding such corporate opportunity to the Corporation, and the Corporation hereby renounces any interest or its affiliatesexpectancy in such corporate opportunity. Notwithstanding In furtherance of the foregoing, the Corporation does not renounce its renounces any interest or expectancy in, or in being offered the opportunity to participate in, any corporate opportunity offered covered by, but not allocated to any Identified Person if such opportunity is expressly offered it pursuant to, this ARTICLE ELEVENTH to such Identified Person solely in his or her capacity as a director the fullest extent permitted by Section 122(17) of the Corporation, and the foregoing provisions of this Article XI shall not apply to General Corporate Law (or any such corporate opportunity. Notwithstanding anything to contrary herein, the provisions of this Article XI shall have no further force or effect from and after the earlier of such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% of the outstanding shares of Common Stock and (ii) TDR is not entitled to designate one or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to timesuccessor provision).

Corporate Opportunity. The Corporation Company agrees and acknowledges that, subject to the restrictions contained in Section 6.01, the Investor Parties may freely offer to any other Person or effect on behalf of itself or any other Person, and the Company hereby renounces pursuant to Section 122(17) of the DGCL and disclaims any interest or expectancy in, any other investment or being offered an opportunity to participate in, any business opportunity or classes or categories of prospective economic advantage, including those competitive with the business opportunities that are presented to any of the Corporation’s non-employee directors Company, or other transactions in which the Company, its subsidiaries, any Director or any other Company shareholder may have an interest or expectancy, including as a result of their affiliates any fiduciary duties applicable to such Investor Directors (together"Business Opportunity"), in each case, without any prior Company, Board or shareholder notification or approval, provided that if an “Identified Person”) which may be a corporate opportunity for such Identified Person and Investor Party has actual knowledge that the Corporation Company or any of its affiliates. In subsidiaries is considering the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itselfsame Business Opportunity, herself or himself and the Corporation or any applicable Shareholder will promptly notify the Company of its affiliates, interest in such Identified Person shall, Business Opportunity and cause each Investor Director to the fullest extent permitted by the DGCL, have no duty recuse himself from all Board discussions and activities relating to communicate or offer such transaction or other business opportunity to the Corporation or any of its affiliates and, to the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders for breach of any fiduciary duty as a stockholder or director of the Company solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person or does not present such corporate opportunity to the Corporation or its affiliatesBusiness Opportunity. Notwithstanding the foregoing, the Corporation Investor Parties may not so freely offer to any other Person or effect on behalf of itself or any other Person, and the Company does not renounce its or disclaim any interest or expectancy in, any Business Opportunity that (A)(i) is presented to an Investor Director in any corporate opportunity offered to any Identified Person if such opportunity is expressly offered to such Identified Person solely in his or her Person's capacity as a director Director (whether at a meeting of the Corporation, Board or otherwise) and the foregoing provisions of this Article XI shall with respect to which an Investor Party has not apply to any such corporate opportunity. Notwithstanding anything to contrary herein, the provisions of this Article XI shall have no further force independently received notice or effect from and after the earlier of such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% of the outstanding shares of Common Stock and is otherwise not previously aware or (ii) TDR is not entitled to designate one identified by an Investor Party solely through disclosure of information by or more members on behalf of the Board Company to such Investor Party and (B) if identified or initiated by any Person other than an Investor Party, was identified or initiated by such Person independently of being so presented or identified as contemplated in accordance the preceding clause (A). The Company agrees that for purposes of the immediately preceding sentence, the determination as to whether an Investor Director has been presented with such Business Opportunity in such Person's capacity as a Director or solely through disclosure of information by or on behalf of the Shareholders AgreementCompany, or whether such Business Opportunity was identified or initiated by such Person independently of such presentation or identification, shall, in each case, be made reasonably and among in good faith by the Corporationapplicable Shareholder, TDR and the other parties thereto (as amended from time to time)any such determination made reasonably and in good faith shall be binding for purposes hereof.

Corporate Opportunity. (a) The Corporation hereby renounces pursuant to Section 122(17) doctrine of the DGCL any interest or expectancy incorporate opportunity, or being offered an opportunity to participate inany other analogous doctrine, any business opportunity or classes or categories of business opportunities that are presented to any of the Corporation’s non-employee directors or any of their affiliates (together, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shall, to the fullest extent permitted by the DGCL, have no duty to communicate or offer such transaction or other business opportunity shall not apply with respect to the Corporation or any of its affiliates and, to officers or directors in circumstances where the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders for breach application of any such doctrine to a corporate opportunity would conflict with any fiduciary duty duties or contractual obligations they may have as a stockholder or director of the Company solely by reason date of this Second Amended and Restated Certificate or in the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity future. In addition to another Person or does not present such corporate opportunity to the Corporation or its affiliates. Notwithstanding the foregoing, the Corporation does not renounce its interest or expectancy in any doctrine of corporate opportunity offered shall not apply to any Identified Person if other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is expressly offered to such Identified Person person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue. (b) Without limiting the foregoing, to the extent permitted by applicable law, each of the Members (as defined in the LLC Agreement), their respective Affiliates (as defined in Section 10.3) (other than the Corporation and its subsidiaries) and, to the extent any Member is a series limited liability company, any series thereof and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Corporation (each, an “Exempted Person”) shall not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries, except as otherwise expressly provided in any agreement entered into between the Company and such Exempted Person. To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation (and there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the industry in which the Corporation operates which it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting, monitoring, governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries or stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries, or uses such knowledge and understanding in the manner described herein, in each case, except as otherwise expressly provided in any agreement entered into between the Company and such Exempted Person. In addition to and notwithstanding the foregoing, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation, and ’s business or is of no practical advantage to it or that is one in which the foregoing provisions Corporation has no interest or reasonable expectancy. Any person or entity purchasing or otherwise acquiring any interest in any shares of this Article XI stock of the Corporation shall not apply be deemed to any such corporate opportunity. Notwithstanding anything to contrary herein, have notice of the provisions of this Article XI IX. (c) Neither the alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Second Amended and Restated Certificate (including any Preferred Stock Designation) inconsistent with this Article IX, shall have no further force eliminate or reduce the effect from and after the earlier of this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% alteration, amendment, addition, repeal or adoption. This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the outstanding shares of Common Stock Corporation under this Second Amended and (ii) TDR is not entitled to designate one Restated Certificate, the Bylaws or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time)applicable law.

Corporate Opportunity. Section 9.1 The Corporation hereby renounces pursuant to Section 122(17) doctrine of the DGCL any interest or expectancy incorporate opportunity, or being offered an opportunity to participate inany other analogous doctrine, any business opportunity or classes or categories of business opportunities that are presented to any of the Corporation’s non-employee directors or any of their affiliates (together, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shall, to the fullest extent permitted by the DGCL, have no duty to communicate or offer such transaction or other business opportunity shall not apply with respect to the Corporation or any of its affiliates and, to officers or directors in circumstances where the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders for breach application of any such doctrine to a corporate opportunity would conflict with any fiduciary duty duties or contractual obligations they may have as a stockholder or director of the Company solely by reason date of this Second Amended and Restated Certificate or in the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity future. In addition to another Person or does not present such corporate opportunity to the Corporation or its affiliates. Notwithstanding the foregoing, the Corporation does not renounce its interest or expectancy in any doctrine of corporate opportunity offered shall not apply to any Identified Person if other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is expressly offered to such Identified Person person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue. Section 9.2 Without limiting the foregoing, to the extent permitted by applicable law, each of BLS Investor Group LLC, Linden Manager III LP, DW Management Services, L.L.C. and the investment funds affiliated with the foregoing and their respective successors and Affiliates (as defined in Section 10.3) (other than the Corporation and its subsidiaries) and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Corporation (each, an “Exempted Person”) shall not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries, except as otherwise expressly provided in any agreement entered into between the Corporation and such Exempted Person. To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation (and there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the industry in which the Corporation operates which it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting, monitoring, governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries or stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries, or uses such knowledge and understanding in the manner described herein, in each case, except as otherwise expressly provided in any agreement entered into between the Corporation and such Exempted Person. In addition to and notwithstanding the foregoing, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation, and ’s business or is of no practical advantage to it or that is one in which the foregoing provisions Corporation has no interest or reasonable expectancy. Any person or entity purchasing or otherwise acquiring any interest in any shares of this Article XI stock of the Corporation shall not apply be deemed to any such corporate opportunity. Notwithstanding anything to contrary herein, have notice of the provisions of this Article XI IX. Section 9.3 Neither the alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Second Amended and Restated Certificate (including any Preferred Stock Designation) inconsistent with this Article IX, shall have no further force eliminate or reduce the effect from and after the earlier of this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% alteration, amendment, addition, repeal or adoption. This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the outstanding shares of Common Stock Corporation under this Second Amended and (ii) TDR is not entitled to designate one Restated Certificate, the Bylaws or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time)applicable law.

Corporate Opportunity. (a) The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation hereby renounces pursuant to Section 122(17) or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the DGCL date of this Amended and Restated Certificate or in the future. In addition to the foregoing, (i) the Corporation shall renounce its interest in any interest corporate opportunity offered to any director or expectancy in, or being offered an officer and (ii) the doctrine of corporate opportunity shall not apply to participate in, any business other corporate opportunity or classes or categories of business opportunities that are presented with respect to any of the Corporation’s non-employee directors or officers of the Corporation unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue. (b) Without limiting the foregoing, none of the directors, officers, employees or representatives of IPC or THL Agiliti (each an “Exempted Person”) nor their respective affiliates shall have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation and no Exempted Person nor their respective affiliates (except as provided in the second sentence of paragraph (a) above) shall be liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of any such activities of such Exempted Person or any of their respective affiliates. In the event that an Exempted Person or any of their respective affiliates (together, an “Identified Person”) acquires knowledge of a potential transaction or matter which may be a corporate opportunity for such Identified Person itself and the Corporation or Corporation, no Exempted Person nor any of its affiliates. In the event that their respective affiliates shall have any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shall, to the fullest extent permitted by the DGCL, have no duty to communicate or offer such transaction or other business corporate opportunity to the Corporation or any of its affiliates and, to the fullest extent permitted by the DGCL, and shall not be liable to the Company, its affiliates Corporation or its stockholders for breach of any fiduciary duty as a stockholder or director of the Company Corporation solely by reason of the fact that such Identified an Exempted Person or any of their respective affiliates pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Corporation. (c) In addition to and notwithstanding the foregoing provisions of this Article IX, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy. (d) Except as provided in the second sentence of paragraph (a) above, if a director or officer of the Corporation who is also a director, officer, employee or representative of an Exempted Person or any of their respective affiliates acquires knowledge of a potential transaction or matter which may be a corporate opportunity, the Corporation shall have no interest in such corporate opportunity and no expectancy that such corporate opportunity be offered to it, any such interest or expectancy being hereby renounced, so that such person shall have no duty to present such corporate opportunity to the Corporation and shall have the right to hold and exploit any such corporate opportunity for its (and its officers’, employees’, directors’, agents’, stockholders’, members’, partners’, affiliates’ or subsidiaries’) own account or to direct, sell, assign or transfer such corporate opportunity to persons other than the Corporation. Such person shall not breach any fiduciary duty to the Corporation or to its stockholders by reason of the fact that such person does not present such corporate opportunity to the Corporation or its affiliates. Notwithstanding the foregoingpursues, the Corporation does not renounce its interest acquires or expectancy in any exploits such corporate opportunity offered to any Identified Person if such opportunity is expressly offered to such Identified Person solely in his for itself or her capacity as a director of the Corporationdirects, and the foregoing provisions of this Article XI shall not apply to any sells, assigns or transfers such corporate opportunity. Notwithstanding anything opportunity to contrary herein, the provisions of this Article XI shall have no further force or effect from and after the earlier of such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% of the outstanding shares of Common Stock and (ii) TDR is not entitled to designate one or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time)another person.

Corporate Opportunity. The Corporation hereby To the fullest extent of law, the Corporation, on behalf of itself and its subsidiaries, renounces pursuant to Section 122(17) of the DGCL and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business opportunity activities or classes or categories lines of business opportunities that are presented the same as or similar to any of the Corporation’s non-employee directors those pursued by, or any of their affiliates (togethercompetitive with, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that subsidiaries or any Identified Person acquires knowledge dealings with customers or clients of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliatessubsidiaries) that are from time to time presented to JFL or any of its officers, such Identified Person shalldirectors, employees, agents, stockholders, members, partners, affiliates or subsidiaries (other than the Corporation and its subsidiaries), even if the transaction, matter or opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the fullest extent permitted by ability or desire to pursue if granted the DGCLopportunity to do so. None of JFL nor any of its respective officers, have no duty to communicate directors, employees, agents, stockholders, members, partners, affiliates or offer such transaction or other business opportunity subsidiaries shall be liable to the Corporation or any of its affiliates and, to the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders subsidiaries for breach of any fiduciary duty or other duty, as a stockholder director or director of the Company solely officer or otherwise, by reason of the fact that such Identified Person pursues person pursues, acquires or acquires participates in such corporate opportunity for itselfbusiness opportunity, herself or himself, or offers or directs such corporate business opportunity to another Person person or does not fails to present such corporate opportunity business opportunity, or information regarding such business opportunity, to the Corporation or its affiliates. Notwithstanding subsidiaries, unless, in the foregoingcase of any such person who is a director or officer of the Corporation, the Corporation does not renounce its interest or expectancy in any corporate opportunity offered to any Identified Person if such business opportunity is expressly offered to such Identified Person director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Without limiting and in addition to the foregoing, and the foregoing provisions doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors in circumstances where the application of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations they or it may have as of the date of this Article XI Second Amended and Restated Certificate or in the future. In addition to and without limiting the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the officers or directors of the Corporation unless such corporate opportunityopportunity is offered to such person solely in his or her capacity as an officer or director of the Corporation and such opportunity is one the Corporation is financially able and legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue. Notwithstanding anything to contrary hereinThis ARTICLE X shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Second Amended and Restated Certificate, the provisions Bylaws of this Article XI shall have no further force or effect from and after the earlier of such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% of the outstanding shares of Common Stock and (ii) TDR is not entitled to designate one or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time)applicable law, any agreement or otherwise.

Corporate Opportunity. (a) The Corporation hereby renounces pursuant to Section 122(17) doctrine of the DGCL any interest or expectancy incorporate opportunity, or being offered an opportunity to participate inany other analogous doctrine, any business opportunity or classes or categories of business opportunities that are presented to any of the Corporation’s non-employee directors or any of their affiliates (together, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shall, to the fullest extent permitted by the DGCL, have no duty to communicate or offer such transaction or other business opportunity shall not apply with respect to the Corporation or any of its affiliates and, to officers or directors in circumstances where the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders for breach application of any such doctrine to a corporate opportunity would conflict with any fiduciary duty duties or contractual obligations they may have as a stockholder or director of the Company solely by reason date of this Second Amended and Restated Certificate or in the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity future. In addition to another Person or does not present such corporate opportunity to the Corporation or its affiliates. Notwithstanding the foregoing, the Corporation does not renounce its interest or expectancy in any doctrine of corporate opportunity offered shall not apply to any Identified Person if other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is expressly offered to such Identified Person person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue. (b) Without limiting the foregoing, to the extent permitted by applicable law, each of Platinum Equity, LLC and the investment funds affiliated with or managed by Platinum Equity, LLC and their respective successors and Affiliates (as defined in Article 10.3) (other than the Corporation and its subsidiaries) and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Corporation (each, an "Exempted Person") shall not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries, except as otherwise expressly provided in any agreement entered into between the Company and such Exempted Person. To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation (and there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the industry in which the Corporation operates which it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting, monitoring, governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries or stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries, or uses such knowledge and understanding in the manner described herein, in each case, except as otherwise expressly provided in any agreement entered into between the Company and such Exempted Person. In addition to and notwithstanding the foregoing, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation, and 's business or is of no practical advantage to it or that is one in which the foregoing provisions Corporation has no interest or reasonable expectancy. Any person or entity purchasing or otherwise acquiring any interest in any shares of this Article XI stock of the Corporation shall not apply be deemed to any such corporate opportunity. Notwithstanding anything to contrary herein, have notice of the provisions of this Article XI IX. (c) Neither the alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Second Amended and Restated Certificate (including any Preferred Stock Designation) inconsistent with this Article IX, shall have no further force eliminate or reduce the effect from and after the earlier of this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% alteration, amendment, addition, repeal or adoption. This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the outstanding shares of Common Stock Corporation under this Second Amended and (ii) TDR is not entitled to designate one Restated Certificate, the Bylaws or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time).applicable law. ARTICLE X

Corporate Opportunity. (a) The Corporation hereby renounces pursuant to Section 122(17) doctrine of the DGCL any interest or expectancy incorporate opportunity, or being offered an opportunity to participate inany other analogous doctrine, any business opportunity or classes or categories of business opportunities that are presented to any of the Corporation’s non-employee directors or any of their affiliates (together, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shall, to the fullest extent permitted by the DGCL, have no duty to communicate or offer such transaction or other business opportunity shall not apply with respect to the Corporation or any of its affiliates and, to officers or directors in circumstances where the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders for breach application of any such doctrine to a corporate opportunity would conflict with any fiduciary duty duties or contractual obligations they may have as a stockholder or director of the Company solely by reason date of this Second Amended and Restated Certificate or in the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity future. In addition to another Person or does not present such corporate opportunity to the Corporation or its affiliates. Notwithstanding the foregoing, the Corporation does not renounce its interest or expectancy in any doctrine of corporate opportunity offered shall not apply to any Identified Person if other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is expressly offered to such Identified Person person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue. (b) Without limiting the foregoing, to the extent permitted by applicable law, each of Platinum Equity Advisors, LLC and the investment funds affiliated with Platinum Equity Advisors, LLC and their respective successors and Affiliates (as defined in Section 10.3) (other than the Corporation and its subsidiaries) and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Corporation (each, an “Exempted Person”) shall not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries, except as otherwise expressly provided in any agreement entered into between the Company and such Exempted Person. To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation (and there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the industry in which the Corporation operates which it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting, monitoring, governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries or stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries, or uses such knowledge and understanding in the manner described herein, in each case, except as otherwise expressly provided in any agreement entered into between the Company and such Exempted Person. In addition to and notwithstanding the foregoing, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation, and ’s business or is of no practical advantage to it or that is one in which the foregoing provisions Corporation has no interest or reasonable expectancy. Any person or entity purchasing or otherwise acquiring any interest in any shares of this Article XI stock of the Corporation shall not apply be deemed to any such corporate opportunity. Notwithstanding anything to contrary herein, have notice of the provisions of this Article XI IX. (c) Neither the alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Second Amended and Restated Certificate (including any Preferred Stock Designation) inconsistent with this Article IX, shall have no further force eliminate or reduce the effect from and after the earlier of this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% alteration, amendment, addition, repeal or adoption. This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the outstanding shares of Common Stock Corporation under this Second Amended and (ii) TDR is not entitled to designate one Restated Certificate, the Bylaws or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time)applicable law.

Corporate Opportunity. The Corporation hereby To the fullest extent permitted by law, the Corporation, on behalf of itself and its subsidiaries, renounces pursuant to Section 122(17) of the DGCL and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business opportunity activities or classes or categories lines of business opportunities that are presented the same as or similar to any of the Corporation’s non-employee directors those pursued by, or any of their affiliates (togethercompetitive with, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that subsidiaries or any Identified Person acquires knowledge dealings with customers or clients of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shall, subsidiaries) that are from time to the fullest extent permitted time presented to any of its stockholders or any director designated by the DGCL, have no duty to communicate a stockholder (other than those stockholders or offer such transaction or other business opportunity to directors who are employees of the Corporation or any of its affiliates andsubsidiaries, to the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders for breach of any fiduciary duty as and other than a stockholder or director of the Company solely by reason of the fact business opportunity that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person or does not present such corporate opportunity to the Corporation or its affiliates. Notwithstanding the foregoing, the Corporation does not renounce its interest or expectancy in any corporate opportunity offered to any Identified Person if such opportunity is expressly offered to such Identified Person director solely in his or her capacity as a director of the Corporation), even if the transaction, matter or opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. In addition to and without limiting the foregoing provisions foregoing, the doctrine of this Article XI corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors of the Corporation unless such corporate opportunityopportunity is offered to such person solely in his or her capacity as a director of the Corporation and such opportunity is one the Corporation is financially able and legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue. Notwithstanding anything To the fullest extent permitted by law, no stockholder and no director will be liable to contrary herein, the provisions Corporation or its subsidiaries or stockholders for breach of any duty solely by reason of any activities or omissions of the types referred to in this Article XII except to the extent such actions or omissions are in breach of this Article XI XII. This ARTICLE XII shall have no further force not limit any protections or effect from and after the earlier of such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% defenses available to, or indemnification or advancement rights of, any director or officer of the outstanding shares Corporation under this Certificate of Common Stock and (ii) TDR is not entitled to designate one Incorporation, the Bylaws, applicable law, any agreement or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time)otherwise.

Corporate Opportunity. Section 9.1 The Corporation hereby renounces pursuant to Section 122(17) doctrine of the DGCL any interest or expectancy incorporate opportunity, or being offered an opportunity to participate inany other analogous doctrine, any business opportunity or classes or categories of business opportunities that are presented to any of the Corporation’s non-employee directors or any of their affiliates (together, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shall, to the fullest extent permitted by the DGCL, have no duty to communicate or offer such transaction or other business opportunity shall not apply with respect to the Corporation or any of its affiliates andofficers or directors, to or any of their respective affiliates, in circumstances where the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders for breach application of any such doctrine would conflict with any fiduciary duty duties or contractual obligations they may have as a stockholder or director of the Company solely by reason date of this Third Amended and Restated Certificate or in the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity future. In addition to another Person or does not present such corporate opportunity to the Corporation or its affiliates. Notwithstanding the foregoing, the Corporation does not renounce its interest or expectancy in any doctrine of corporate opportunity offered shall not apply to any Identified Person if other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is expressly offered to such Identified Person person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue. Section 9.2 Without limiting the foregoing, to the extent permitted by applicable law, each of Advent International Corporation and its successors and Affiliates (as defined in Section 10.3) and any of their respective managed investment funds and portfolio companies (but excluding the Corporation and its subsidiaries) and their respective partners, members, directors, employees, stockholders, agents and any successor by operation of law (including by merger) of any such Person (each, an “Exempted Person”) shall not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries, except as otherwise expressly provided in any agreement entered into between the Corporation and such Exempted Person. To the fullest extent permitted by applicable law and subject to Section 9.1, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation (and there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the industry in which the Corporation operates which it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting, monitoring, governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable law and subject to Section 9.1, shall not be liable to the Corporation or any of its subsidiaries or stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries, or uses such knowledge and understanding in the manner described herein, in each case, except as otherwise expressly provided in any agreement entered into between the Corporation and such Exempted Person. In addition to and notwithstanding the foregoing, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation, and ’s business or is of no practical advantage to it or that is one in which the foregoing provisions Corporation has no interest or reasonable expectancy. Any person or entity purchasing or otherwise acquiring any interest in any shares of this Article XI stock of the Corporation shall not apply be deemed to any such corporate opportunity. Notwithstanding anything to contrary herein, have notice of the provisions of this Article XI IX. Section 9.3 Neither the alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Third Amended and Restated Certificate (including any Preferred Stock Designation) inconsistent with this Article IX, shall have no further force eliminate or reduce the effect from and after the earlier of this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% alteration, amendment, addition, repeal or adoption. This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the outstanding shares of Common Stock Corporation under this Third Amended and (ii) TDR is not entitled to designate one Restated Certificate, the Bylaws or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time)applicable law.

Corporate Opportunity. The Corporation hereby To the fullest extent of law, the Corporation, on behalf of itself and its subsidiaries, renounces pursuant to Section 122(17) of the DGCL and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business opportunity activities or classes or categories lines of business opportunities that are presented the same as or similar to any of the Corporation’s non-employee directors those pursued by, or any of their affiliates (togethercompetitive with, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that subsidiaries or any Identified Person acquires knowledge dealings with customers or clients of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliatessubsidiaries) that are from time to time presented to any of its officers, such Identified Person shalldirectors or stockholders, other than those officers, directors or stockholders who are employees of the Corporation or any of its subsidiaries, even if the transaction, matter or opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the fullest extent permitted by ability or desire to pursue if granted the DGCLopportunity to do so. None of its respective officers, have no duty to communicate directors or offer such transaction or other business opportunity stockholders shall be liable to the Corporation or any of its affiliates and, to the fullest extent permitted by the DGCL, shall not be liable to the Company, its affiliates or its stockholders subsidiaries for breach of any fiduciary duty or other duty, as a stockholder director or director of the Company solely officer or otherwise, by reason of the fact that such Identified Person pursues person pursues, acquires or acquires participates in such corporate opportunity for itselfbusiness opportunity, herself or himself, or offers or directs such corporate business opportunity to another Person person or does not fails to present such corporate opportunity business opportunity, or information regarding such business opportunity, to the Corporation or its affiliates. Notwithstanding subsidiaries, unless, in the foregoingcase of any such person who is a director or officer of the Corporation, the Corporation does not renounce its interest or expectancy in any corporate opportunity offered to any Identified Person if such business opportunity is expressly offered to such Identified Person director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Without limiting and in addition to the foregoing, and the foregoing provisions doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors in circumstances where the application of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations they or it may have as of the date of this Article XI Restated Certificate of Incorporation or in the future. In addition to and without limiting the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the officers or directors of the Corporation unless such corporate opportunityopportunity is offered to such person solely in his or her capacity as an officer or director of the Corporation and such opportunity is one the Corporation is financially able and legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue. Notwithstanding anything to contrary hereinThis ARTICLE XII shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Amended and Restated Certificate, the provisions of this Article XI shall have no further force Bylaws, applicable law, any agreement or effect from and after the earlier of such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% of the outstanding shares of Common Stock and (ii) TDR is not entitled to designate one or more members of the Board in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (as amended from time to time)otherwise.

Corporate Opportunity. The Corporation hereby renounces pursuant to Section 122(17) of the DGCL any interest or expectancy in, or being offered an opportunity to participate in, any business opportunity or classes or categories of business opportunities that are presented to any of the Corporation’s non-employee directors or any of their affiliates (together, an “Identified Person”) which may be a corporate opportunity for such Identified Person and the Corporation or any of its affiliates. In the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its affiliates, such Identified Person shall, to To the fullest extent permitted by applicable law (i) no Investor and no stockholder, member, manager, partner or affiliate of any Investor or any of their respective officers, directors, employees or agents (any of the DGCLforegoing, an “Investor Group Member”) shall, solely by virtue of this Agreement, have no any duty to communicate or offer such transaction present an investment or other business opportunity or prospective economic advantage to the Corporation Company or any of its affiliates andsubsidiaries in which the Company or any of its subsidiaries may, but for the provisions of this Section 2.14, have an interest or expectancy (“Corporate Opportunity”), even if such Corporate Opportunity is one that the Company or any of its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so and (ii) no Investor nor any Investor Group Member (even if also an officer or director of the Company) will, solely by virtue of this Agreement, be deemed to have breached any fiduciary or other duty or obligation to the fullest extent permitted by the DGCLCompany, shall not or be liable to the Company, its affiliates or its stockholders for breach of any fiduciary duty as a stockholder or director of the Company solely by reason of the fact that any such Identified Person person pursues or acquires a Corporate Opportunity for itself or its affiliates or directs, sells, assigns or transfers such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity Corporate Opportunity to another Person person or does not present communicate information regarding such corporate opportunity Corporate Opportunity to the Corporation or Company. The Company, on behalf of itself and its affiliates. Notwithstanding subsidiaries, renounces any interest in a Corporate Opportunity and any expectancy that a Corporate Opportunity will be offered to the foregoingCompany; provided however, that the Corporation Company does not renounce its any interest or expectancy it may have in any corporate opportunity Corporate Opportunity that is offered to any Identified Person an officer or director of the Company whether or not such individual is also a director or officer of an Investor, if such opportunity is expressly offered to such Identified Person person in writing solely in his or her capacity as a an officer or director of the Corporation, Company or any of its subsidiaries and each Investor recognizes that the Company reserves such rights.” 6. The Company and the foregoing provisions of this Article XI shall not apply to any such corporate opportunity. Notwithstanding anything to contrary herein, the provisions of this Article XI shall have no further force or effect from and after the earlier of such time as (i) TDR Capital LLP (“TDR”) ceases to beneficially own at least 5% Majority Investors hereby approve of the outstanding shares of Common Stock and (ii) TDR is not entitled amending the Rights Agreement to designate one or more members of the Board add a new Section 2.13 that reads in accordance with the Shareholders Agreement, by and among the Corporation, TDR and the other parties thereto (its entirety as amended from time to time).follows: