Common use of Designees Clause in Contracts

Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 directors, including Xxxxxxx X. Xxxxx, Xxxxxx “Xxx” XxXxxx, Xxxx Spender, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx-Xxxxxxxx. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns less than 5% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. For purposes of calculating the number of directors that BCP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) as a BCP Director pursuant to this Agreement. (e) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (f) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP shall have the right to request the removal of any BCP Director (with or without cause) nominated by BCP, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP or otherwise in accordance with the Company’s Certificate of Incorporation and Bylaws, as either may be amended or restated from time to time) of a BCP Director, BCP shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors immediately following the filling of such vacancy will not exceed the total number of persons BCP is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement BCP Director to become a member of the Board. (j) In the event that the number of nominees that BCP is entitled to designate pursuant to Section 2.1(a) decreases below the number of BCP Directors then on the Board, to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so that the number of BCP Directors is no greater than the number of nominees BCP is entitled to designate pursuant to Section 2.1(b), and promptly thereafter the Company shall take all Necessary Action to cause the Board to cause the size of the Board to decrease by such number and to remove such BCP Director from office.

Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 nine directors, including Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxx, S. Xxx XxxXxx, Xx., Xxxxxxx Xxxxx, Xxxxxx “Xxx” XxXxxxXxxxx X. Xxxxxxx, Xxxx Spender, Xxxxxxx Xxxxx X. Xxxxxx, Xxxxx Xxxxxxxxx X. Xxxxxxxx and Xxxxxx XxxxxxxxxXxxx X. Xxxx (the “Initial Directors”). Of the Initial Directors, Xxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxx, S. Xxx XxxXxx, Xx., Xxxxxxx Xxxxx and Xxxxx X. Xxxxxxx are each deemed to be designees of Q-XxxxxxxxJagged Peak. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, From and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following after the closing of the IPO, BCP shall have the right, but not the obligation, rights of Q-Jagged Peak to nominate designate directors to the Board shall be as set forth in the remainder of this Section 2.2. (b) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to include the Chief Executive Officer of the Company. (c) The Company, Management Holdco and Management shall take all Necessary Action to cause the Board to include a number of designees equal to at least: directors designated by Q-Jagged Peak (each such director, a “Quantum Director”) such that: (i) at least a majority of the Total Number of Directors, directors on the Board are Quantum Directors for so long as BCP Q-Jagged Peak and its Affiliates collectively Beneficially Owns Own at least 50% or more of the outstanding shares of Common Stock; (ii) at least 35% of the directors of the Board are Quantum Directors for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 50% but at least 25% of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; and (iii) 30% at least one director of the Total Number of Directors, in the event that BCP Board is a Quantum Director for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Owns 30% or more, but Own less than 40%, of the outstanding shares of Common Stock; (iv) 2025% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns at least 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Q-Jagged Peak and its Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common Stock, it Q-Jagged Peak shall not be entitled to designate a nominee. For purposes of calculating the number of directors Quantum Directors that BCP Q-Jagged Peak is entitled to designate pursuant to the immediately preceding sentencethis Section 2.2(c), any fractional amounts shall automatically be rounded up upward to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors)of Quantum Directors that is greater than such fractional amount, and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as on a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Companypro forma basis. For the avoidance of doubt, the rights granted to BCP Q-Jagged Peak to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP Q-Jagged Peak or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate certificate of Incorporationincorporation, Bylaws bylaws or the Delaware General Corporation Law of the State of DelawareLaw. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take that taking all Necessary Action to effectuate the above by; shall include (A) including the persons designated pursuant to this Section 2.1 2.2(c) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, herein and (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) individual as a BCP Quantum Director pursuant to this Agreement. (ed) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Quantum Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) the Company after taking into account clause (i) of this Section 2.2(d), Q-Jagged Peak shall consult with BCP regarding be permitted to designate the class or classes of directors to which the BCP Directors each Quantum Director shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCPallocated. (fe) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP Q-Jagged Peak shall have the right to request the removal of remove any BCP Quantum Director (with or without cause) nominated appointed by BCPit, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (if) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP Q-Jagged Peak or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP Quantum Director, BCP Q-Jagged Peak shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors designees of Q-Jagged Peak immediately following the filling of such vacancy will not exceed the total number of persons BCP Q-Jagged Peak is entitled to designate pursuant to Section 2.1(b2.2(c) on the date of such replacement designation. The Company Company, Management Holdco and the Principal Stockholders Management shall take all Necessary Action to cause such replacement BCP Director designee to become a member of the Board. (jg) In If (i) at the event that time of any annual meeting of the Company held for the election of directors, Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 50% of the outstanding shares of Common Stock but more than 35% of the outstanding shares of Common Stock, then if requested by the Company, Quantum shall take such actions as are reasonably necessary to remove such excess Quantum Directors from the Board and (ii) at any time the number of nominees Quantum Directors exceeds the number of Quantum Directors that BCP Q-Jagged Peak is then entitled to designate pursuant to Section 2.1(a) decreases below the number of BCP Directors then on the Board, to the extent Board and at such time Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 35% of the outstanding shares of Common Stock, then if requested by the nominating and corporate governance committeeCompany, BCP shall promptly cause a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so that the number of BCP Directors is no greater than the number of nominees BCP is entitled to designate pursuant to Section 2.1(b), and promptly thereafter the Company Quantum shall take all Necessary Action to cause the Board to cause the size of the Board to decrease by such number and actions as are reasonably necessary to remove such BCP Director excess Quantum Directors from officethe Board immediately.

Designees. (a) Upon Effective upon the closing Closing, the Parties shall take all Necessary Action to cause a majority of the IPO, the Board shall to consist of 8 Unaffiliated Directors, initially consisting of nine directors, including Xxxxxxx X. Xxxxx, Xxxxxx “Xxx” XxXxxx, Xxxx Spender, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx-Xxxxxxxx. The Board will to be divided into three classes of directors, with each class as nearly as equal in number as possiblereasonably possible in accordance with the Company Charter, serving each of which directors shall serve for staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation.follows: (b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority the class I directors shall initially be W. Xxxxxx Xxxxxx, Xx., Xxxxx X. Dea and Xxxxx X. Xxxxxx, and, subject to the provisions of this Article II, thereafter shall include, if the Total Number Sponsors have the right to designate two directors pursuant to Section 2.1(d) of Directorsthis Agreement, so long as BCP Beneficially Owns 50% or more one Sponsor Director designated pursuant to Section 2.1(d) of the outstanding shares of Common Stock; this Agreement; (ii) 40% the class II directors shall initially be Xxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxxxx, and, subject to the provisions of this Article II, thereafter shall include, if AR Sub has the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns less than 5% of the outstanding shares of Common Stock, it shall not be entitled right to designate a nominee. For purposes of calculating the number of two directors that BCP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP one AR Director designated pursuant to Section 2.1(b) of this Agreement and, if the Management Stockholder Group has the right to designate two directors pursuant to Section 2.1(c) of this Agreement, one Management Director designated pursuant to Section 2.1(c) of this Agreement; and (iii) the class III directors shall initially be Xxxxx X. Xxxxx, Xxxx X. Xxxx and Xxxx X. Xxxxxxx, and, subject to the provisions of this Article II, thereafter shall include, if the Sponsors have the rightright to designate at least one director pursuant to Section 2.1(d) of this Agreement, one Sponsor Director designated pursuant to Section 2.1(d) of this Agreement, if AR Sub has the right to designate at least one director pursuant to Section 2.1(b) of this Agreement, one AR Director designated pursuant to Section 2.1(b) of this Agreement and, if the Management Stockholder Group has the right to designate at least one director pursuant to Section 2.1(c) of this Agreement, one Management Director designated pursuant to Section 2.1(c) of this Agreement. The term of the class I directors shall expire at the first annual meeting of stockholders of the Company following the Closing. The term of the class II directors shall expire at the second annual meeting of stockholders of the Company following the Closing. The term of the class III directors shall expire at the third annual meeting of stockholders of the Company following the Closing. (b) For so long as AR Sub and its Affiliates party hereto collectively hold a Qualifying Interest of (i) 8.0% or greater, then at any timetime prior to the occurrence of a Fundamental Change, to nominate such additional designees to which it is entitled, in which case the Company and the directors Stockholders shall take all Necessary ActionAction to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by AR Sub that, to if elected, will result in AR Sub having two designated directors serving on the fullest extent permitted by applicable Law Board immediately following such meeting or (including with respect to fiduciary duties under Delaware law), to ii) (x) enable BCP 5.0% or greater but less than 8.0% at any time prior to nominate the occurrence of a Fundamental Change, or (y) 5.0% or greater at any time following the occurrence of a Fundamental Change, the Company and effect the Stockholders shall take all Necessary Action to, include in the slate of nominees recommended by the Board for election as directors at each applicable annual or appointment special meeting of stockholders at which directors are to be elected that number of individuals designated by AR Sub that, if elected, will result in AR Sub having one designated director serving on the Board immediately following such additional individualsmeeting. (c) For so long as the members of the Management Stockholder Group parties hereto collectively hold a Qualifying Interest of (i) 8.0% or greater, whether then at any time prior to the occurrence of a Fundamental Change, the Company and the Stockholders shall take all Necessary Action to include in the slate of nominees recommended by increasing the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, that number of individuals mutually designated by the Management Stockholders that, if elected, will result in the Management Stockholders having two designated directors serving on the Board immediately following such meeting and (ii) (x) 5.0% or greater but less than 8.0% at any time prior to the occurrence of a Fundamental Change, or (y) 5.0% or greater at any time following the occurrence of a Fundamental Change, the Company and the Stockholders shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, that number of individuals mutually designated by the Management Stockholders that, if elected, will result in the Management Stockholders having one designated director serving on the Board immediately following such meeting. Notwithstanding the foregoing, at any time prior to the occurrence of a Fundamental Change when both Xxxx X. Xxxx and Xxxx X. Xxxxxx, Xx. are designated as AR Directors, the Management Stockholders shall have no right to designate any directors pursuant to this Section 2.1(c), and at any time when only one of Xxxx X. Xxxx or Xxxx X. Xxxxxx, Jr. is designated as an AR Director, the Management Stockholders shall have no right to designate more than one director pursuant to this Section 2.1(c). Notwithstanding the foregoing, at any time following the occurrence of a Fundamental Change, when one of Xxxx X. Xxxx or Xxxx X. Xxxxxx, Xx. is designated as an AR Director, the Management Stockholders shall have no right to designate any directors pursuant to this Section 2.1(c). (d) At any time prior to the occurrence of a Fundamental Change, for so long as the Warburg Group and the Yorktown Group collectively hold at least a Qualifying Interest of (i) 8.0% or greater, at any time prior to the occurrence of a Fundamental Change, then the Company and the Stockholders shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals mutually designated by the Sponsors that, if elected, will result in the Sponsors having two designated directors serving on the Board immediately following such meeting and (ii) (x) 5.0% or greater but less than 8.0% at any time prior to the occurrence of a Fundamental Change, or (y) 5.0% or greater at any time following the occurrence of a Fundamental Change, then the Company and the Stockholders shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals mutually designated by the Sponsors that, if elected, will result in the Sponsors having one designated director serving on the Board immediately following such meeting. (e) The Company and the Stockholders shall take all Necessary Action to increase the size of the Board or otherwiseto the extent necessary to permit the number of Sponsor Directors, AR Directors and (y) Management Directors that the Stockholders designate such additional individuals nominated by BCP hereunder to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter be elected to the Board (f) If at any time a majority of the members of the Board are not Unaffiliated Directors notwithstanding compliance with the terms of this Agreement by the Company, then, the Board shall constitute a committee of the Board composed solely of all Unaffiliated Directors (the “Unaffiliated Director Committee”), and upon a resolution passed by the Unaffiliated Director Committee in favor thereof, the Company and the Stockholders shall take all Necessary Action to serve increase the size of the Board such that, following the appointment of Unaffiliated Directors pursuant to Section 2.1(h) to fill the vacancies created by such increase, a majority of the members of the Board shall be Unaffiliated Directors. (g) Subject to the right of the Unaffiliated Directors Committee to cause the Company and the Stockholders to take Necessary Action to increase the size of the Board pursuant to Section 2.1(f) of this Agreement, the size of the Board shall be as determined by the Board from time to time in accordance with the Company Charter and Company Bylaws; provided, however, that at no time shall the size of the Board be such as would cause the Company not to comply with provisions of this Agreement. (h) Following the Closing, and subject to the requirements in this Article II, the selection and nomination of directors to stand for election at annual or special meetings will be the responsibility of the Nominating and Governance Committee; provided, however, that after giving effect to the election of such nominees and the nominees designated pursuant to Section 2.1(b), Section 2.1 (c) or Section 2.1(d), a majority of the Board will consist of Unaffiliated Directors. Each Stockholder designating a director nominee pursuant to Section 2.1(b), Section 2.1(c) or Section 2.1(d) shall be referred give written notice to herein the Nominating and Governance Committee of the identity of such designee, together with such other information as a “BCP Directorthe Nominating and Governance Committee may reasonably request, including in order to ensure compliance with the NYSE Rules and applicable laws, at such times as the Nominating and Governing Committee may reasonably request.” (di) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP the Stockholders to designate members of nominees for appointment or election to the Board are additive to, and not intended to limit in any way, the rights that BCP or its Affiliates the Stockholders may have to nominate, elect or remove directors under the Company’s Certificate of IncorporationCompany Charter, the Company Bylaws or the Delaware General Corporation Law of Law, subject to the State of Delaware. restrictions expressly set forth herein. (j) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take that taking all Necessary Action to effectuate the above by; agreements in this Article II shall include (Ai) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (Bii) nominating and recommending each such individual to be elected as a director as provided herein, herein and (Ciii) soliciting proxies or consents in favor thereof, and (D) without limiting . In connection with the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) individual as a BCP an AR Director, Management Director or Sponsor Director, as applicable, pursuant to this Agreement. (ek) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (f) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP AR Sub shall have the right to request the require removal or resignation of any BCP AR Director (with or without cause), the Management Stockholders shall jointly have the right to require removal or resignation of any Management Director (with or without cause) nominated by BCPand the Sponsors shall jointly have the right to require removal or resignation of any Sponsor Director (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removalremoval or resignation, to the extent permitted by applicable law. (gl) So long as BCP Beneficially Owns at least 10% of The Company and the outstanding shares of Common Stock, the Company Stockholders shall take all Necessary Action to (i) cause the Nominating and Governance Committee to consist solely of Unaffiliated Directors and (ii) cause the Company not to avail itself of any committee “controlled company exception” to avoid corporate governance listing standards that are otherwise unavailable to a company that is not a “controlled company” under the listing standards of the Board to include in its membership at least one BCP Director, except to national securities exchange upon which the extent that such membership would violate applicable securities laws or stock exchange or stock market rulesCommon Stock is listed. (hm) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule, including any applicable fiduciary duties. (in) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP AR Sub, any of the Management Stockholders, the Sponsors or otherwise in accordance with the Company’s Certificate Company Charter and the Company Bylaws) of Incorporation and Bylawsan AR Director, Management Director or Sponsor Director, AR Sub, the Management Stockholders or the Sponsors, as either may be amended or restated from time to time) of a BCP Directorapplicable, BCP shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP AR Directors, Management Directors or Sponsor Directors, as applicable, immediately following the filling of such vacancy will not exceed the total number of persons BCP is AR Sub, the Management Stockholders or the Sponsors, as applicable, are entitled to designate pursuant to this Section 2.1(b) 2.1 on the date of such replacement designation. In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal of a director other than an AR Director, a Management Director or a Sponsor Director, the Nominating and Governance Committee shall designate an individual to fill the vacancy. The Company and the Principal Stockholders parties hereto shall take all Necessary Action to cause such replacement BCP Director director to become a member of the BoardBoard as promptly as practicable (and in any event prior to the Board taking any other action) following the submission to the Board by the applicable Stockholder or the Nominating and Governance Committee of the identity of the individual designated to fill such vacancy. (jo) In Subject to applicable listing exchange rules, notwithstanding anything in this Agreement to the event that contrary, the number Board shall at all times consist of nominees that BCP is entitled at least a majority of Independent Directors, at least three of whom shall be Audit Committee Independent. (p) Notwithstanding anything in this Agreement to the contrary, the Company and each Stockholder agrees to take all Necessary Action: (i) for so long as AR Sub has the ability to designate pursuant to Section 2.1(a) decreases below the number of BCP Directors then on the Board, to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so that the number of BCP Directors is no greater than the number of nominees BCP is entitled to designate director pursuant to Section 2.1(b)) and Xxxx X. Xxxx serves as an Executive Officer of Antero Resources, and promptly thereafter to cause Xx. Xxxx to serve as the Chief Executive Officer of the Company, unless he is removed as the Chief Executive Officer of the Company shall take all Necessary Action to cause for Cause by an affirmative vote of a majority of the Board to cause the size members of the Board other than Xx. Xxxx; (ii) for so long as AR Sub has the ability to decrease designate a director pursuant to Section 2.1(b) and Xxxx X. Xxxxxx, Xx. serves as an Executive Officer of Antero Resources, to cause Xx. Xxxxxx to serve as the President of the Company, unless he is removed as the President of the Company for Cause by such number an affirmative vote of a majority of the members of the Board other than Xx. Xxxxxx; and (iii) for so long as Xxxx X. Xxxx is a member of the Board and an Executive Officer of Antero Resources and/or the Company (excluding, for the avoidance of doubt, Chairman of the Board of the Company and also excluding any officer position that was not appointed by the applicable board of directors), to remove such BCP Director from officecause Xx. Xxxx to serve as the Chairman of the Board of the Company, unless he is removed as the Chief Executive Officer of the Company for Cause by an affirmative vote of a majority of the members of the Board other than Xx. Xxxx.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of 8 seven directors, including Xxxxxxx X. XxxxxXxxxx Xxxxxxxxx, Xxxxxx “Xxx” XxXxxxXxxxx Xxxxxx, Xxxx SpenderXxxxxx, Xxxx (Xxxx) X’Xxxxxxx, Xxxxxxx XxXxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxxxxx (the “Initial Directors”). Of the Initial Directors, (x) Xxxxx Xxxxxxxxx, Xxxx (Xxxx) X’Xxxxxxx and Xxxxxxx XxXxxxxx are each deemed to be designees of Cadent and (y) Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxx Xxxxxx and Xxxx Xxxxxx Xxxxxxxxx-Xxxxxxxxare each deemed to be designees of Holdco. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, From and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following after the closing of the IPO, BCP shall have the right, but not the obligation, rights of each of Cadent and Holdco to nominate designate directors to the Board shall be as set forth in the remainder of this Section 2.1. (i) The Company and Holdco shall take all Necessary Action to cause the Board to include a number of designees equal to directors designated by Cadent (each such director, a “Cadent Director”) such that: (A) at least: (i) a majority least 50% of the Total Number of Directors, directors on the Board are Cadent Directors for so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) Cadent and its Affiliates collectively beneficially own at least 20% of the Total Number Outstanding Cactus Interests; (B) at least 25% of Directors, in the event that BCP Beneficially Owns directors on the Board are Cadent Directors for so long as Cadent and its Affiliates collectively beneficially own less than 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) at least 10% of the Total Number of Directors, in Outstanding Cactus Interests; and (C) at least one director on the event that BCP Beneficially Owns Board is a Cadent Director for so long as Cadent and its Affiliates collectively beneficially own less than 10% but at least 5% or more, but less than 20%, of the outstanding shares of Common StockOutstanding Cactus Interests. If BCP Cadent and its Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common StockOutstanding Cactus Interests, it Cadent shall not be entitled to designate a nominee. (ii) The Company and Cadent shall take all Necessary Action to cause the Board to include a number of directors designated by Holdco (each such director, a “Holdco Director”) such that: (A) at least 50% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own at least 20% of the Outstanding Cactus Interests; (B) at least 25% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own less than 20% but at least 10% of the Outstanding Cactus Interests; and (C) at least one director on the Board is a Holdco Director for so long as Holdco and its Affiliates collectively beneficially own less than 10% but at least 5% Outstanding Cactus Interests. If Holdco and its Affiliates collectively Beneficially Own less than 5% of the Outstanding Cactus Interests, Holdco shall not be entitled to designate a nominee. (iii) For purposes of calculating the number of directors Cadent Directors that BCP Cadent is entitled to designate or Holdco Directors that Holdco is entitled to designate, as the case may be, pursuant to the immediately preceding sentencethis Section 2.1(b), any fractional amounts shall automatically be rounded up upward to the nearest whole number (e.g.of Cadent Directors or Holdco Directors, one and one quarter (11/4) directors shall equate to two (2) directors)as applicable, that is greater than such fractional amount, and any such calculations shall be made after taking into account any increase in on a pro forma basis; provided, however, that neither Cadent nor Holdco shall have the Total Number right to designate more than one half of Directorsthe members of the Board. (civ) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP each of Cadent and Holdco to designate members of the Board are additive to, and not intended to limit in any way, the respective rights that BCP Cadent or its Holdco or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate certificate of Incorporationincorporation, Bylaws bylaws or the Delaware General Corporation Law of the State of Delaware. Law. (v) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take that taking all Necessary Action to effectuate the above by; shall include (A) including the persons designated pursuant to this Section 2.1 2.1(b) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, herein and (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) individual as a BCP Cadent Director or a Holdco Director, as the case may be, pursuant to this Agreement. (ec) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Cadent Directors and the Holdco Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) the Company after taking into account clause (i) of this Section 2.1(c), each of Cadent and Holdco shall consult with BCP regarding be permitted to designate the class or classes of directors to which the BCP Directors each Cadent Director and Holdco, as applicable, shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCPallocated. (fd) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP Cadent shall have the right to request the removal of remove any BCP Cadent Director (with or without cause) nominated appointed by BCPit, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. . Holdco shall have the right to remove any Holdco (gwith or without cause) So long as BCP Beneficially Owns appointed by it, from time to time and at least 10% of any time, from the outstanding shares of Common StockBoard, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market ruleremoval. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP Cadent or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP Cadent Director, BCP Cadent shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors designees of Cadent immediately following the filling of such vacancy will not exceed the total number of persons BCP Cadent is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders Holdco shall take all Necessary Action to cause such replacement BCP Director designee to become a member of the Board. (jii) In the event that a vacancy is created on the number Board by the death, disability, resignation or removal (whether by Holdco or otherwise in accordance with the Company’s certificate of nominees that BCP is incorporation and bylaws, as either may be amended or restated from time to time) of a Holdco Director, Holdco shall be entitled to designate pursuant an individual to Section 2.1(a) decreases below fill the vacancy so long as the total number of BCP Directors then on the Board, to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service persons that will serve on the Board (and all committees thereof on which as designees of Holdco immediately following the filling of such BCP Director serves) so that vacancy will not exceed the total number of BCP Directors is no greater than the number of nominees BCP persons Holdco is entitled to designate pursuant to Section 2.1(b), ) on the date of such replacement designation. The Company and promptly thereafter the Company Cadent shall take all Necessary Action to cause the Board such replacement designee to cause the size become a member of the Board to decrease Board. (i) If (A) at the time of any annual meeting of the Company held for the election of directors, Cadent and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such number and actions as are reasonably necessary to remove such BCP Director excess Cadent Directors from officethe Board and (B) at any time the number of Cadent Directors exceeds the number of Cadent Directors that Cadent is then entitled to designate to the Board and at such time Cadent and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such actions as are reasonably necessary to remove such excess Cadent Directors from the Board immediately. (ii) If (A) at the time of any annual meeting of the Company held for the election of directors, Holdco and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board and (B) at any time the number of Holdco Directors exceeds the number of Holdco Directors that Holdco is then entitled to designate to the Board and at such time Holdco and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board immediately.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of 8 six directors, including Xxxxxxx X. XxxxxXxxxx Xxxxxxxxx, Xxxxxx “Xxx” XxXxxxXxxxx Xxxxxx, Xxxx SpenderXxxxxx, Xxxx (Xxxx) X’Xxxxxxx, Xxxxxxx XxXxxxxx and Xxxx Xxxxxx (the “Initial Directors”). Of the Initial Directors, (x) Xxxxx Xxxxxxxxx, Xxxx (Xxxx) X’Xxxxxxx and Xxxxxxx XxXxxxxx are each deemed to be designees of Cadent and (y) Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxx Xxxxxx and Xxxx Xxxxxx Xxxxxxxxx-Xxxxxxxxare each deemed to be designees of Holdco. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, From and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following after the closing of the IPO, BCP shall have the right, but not the obligation, rights of each of Cadent and Holdco to nominate designate directors to the Board shall be as set forth in the remainder of this Section 2.1. (i) The Company and Holdco shall take all Necessary Action to cause the Board to include a number of designees equal to directors designated by Cadent (each such director, a “Cadent Director”) such that: (A) at least: (i) a majority least 50% of the Total Number of Directors, directors on the Board are Cadent Directors for so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) Cadent and its Affiliates collectively beneficially own at least 20% of the Total Number Outstanding Cactus Interests; (B) at least 25% of Directors, in the event that BCP Beneficially Owns directors on the Board are Cadent Directors for so long as Cadent and its Affiliates collectively beneficially own less than 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) at least 10% of the Total Number of Directors, in Outstanding Cactus Interests; and (C) at least one director on the event that BCP Beneficially Owns Board is a Cadent Director for so long as Cadent and its Affiliates collectively beneficially own less than 10% but at least 5% or more, but less than 20%, of the outstanding shares of Common StockOutstanding Cactus Interests. If BCP Cadent and its Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common StockOutstanding Cactus Interests, it Cadent shall not be entitled to designate a nominee. (ii) The Company and Cadent shall take all Necessary Action to cause the Board to include a number of directors designated by Holdco (each such director, a “Holdco Director”) such that: (A) at least 50% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own at least 20% of the Outstanding Cactus Interests; (B) at least 25% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own less than 20% but at least 10% of the Outstanding Cactus Interests; and (C) at least one director on the Board is a Holdco Director for so long as Holdco and its Affiliates collectively beneficially own less than 10% but at least 5% Outstanding Cactus Interests. If Holdco and its Affiliates collectively Beneficially Own less than 5% of the Outstanding Cactus Interests, Holdco shall not be entitled to designate a nominee. (iii) For purposes of calculating the number of directors Cadent Directors that BCP Cadent is entitled to designate or Holdco Directors that Holdco is entitled to designate, as the case may be, pursuant to the immediately preceding sentencethis Section 2.1(b), any fractional amounts shall automatically be rounded up upward to the nearest whole number (e.g.of Cadent Directors or Holdco Directors, one and one quarter (11/4) directors shall equate to two (2) directors)as applicable, that is greater than such fractional amount, and any such calculations shall be made after taking into account any increase in on a pro forma basis; provided, however, that neither Cadent nor Holdco shall have the Total Number right to designate more than one half of Directorsthe members of the Board. (civ) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP each of Cadent and Holdco to designate members of the Board are additive to, and not intended to limit in any way, the respective rights that BCP Cadent or its Holdco or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate certificate of Incorporationincorporation, Bylaws bylaws or the Delaware General Corporation Law of the State of Delaware. Law. (v) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take that taking all Necessary Action to effectuate the above by; shall include (A) including the persons designated pursuant to this Section 2.1 2.1(b) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, herein and (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) individual as a BCP Cadent Director or a Holdco Director, as the case may be, pursuant to this Agreement. (ec) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Cadent Directors and the Holdco Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) the Company after taking into account clause (i) of this Section 2.1(c), each of Cadent and Holdco shall consult with BCP regarding be permitted to designate the class or classes of directors to which the BCP Directors each Cadent Director and Holdco, as applicable, shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCPallocated. (fd) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP Cadent shall have the right to request the removal of remove any BCP Cadent Director (with or without cause) nominated appointed by BCPit, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. . Holdco shall have the right to remove any Holdco (gwith or without cause) So long as BCP Beneficially Owns appointed by it, from time to time and at least 10% of any time, from the outstanding shares of Common StockBoard, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market ruleremoval. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP Cadent or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP Cadent Director, BCP Cadent shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors designees of Cadent immediately following the filling of such vacancy will not exceed the total number of persons BCP Cadent is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders Holdco shall take all Necessary Action to cause such replacement BCP Director designee to become a member of the Board. (jii) In the event that a vacancy is created on the number Board by the death, disability, resignation or removal (whether by Holdco or otherwise in accordance with the Company’s certificate of nominees that BCP is incorporation and bylaws, as either may be amended or restated from time to time) of a Holdco Director, Holdco shall be entitled to designate pursuant an individual to Section 2.1(a) decreases below fill the vacancy so long as the total number of BCP Directors then on the Board, to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service persons that will serve on the Board (and all committees thereof on which as designees of Holdco immediately following the filling of such BCP Director serves) so that vacancy will not exceed the total number of BCP Directors is no greater than the number of nominees BCP persons Holdco is entitled to designate pursuant to Section 2.1(b), ) on the date of such replacement designation. The Company and promptly thereafter the Company Cadent shall take all Necessary Action to cause the Board such replacement designee to cause the size become a member of the Board to decrease Board. (i) If (A) at the time of any annual meeting of the Company held for the election of directors, Cadent and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such number and actions as are reasonably necessary to remove such BCP Director excess Cadent Directors from officethe Board and (B) at any time the number of Cadent Directors exceeds the number of Cadent Directors that Cadent is then entitled to designate to the Board and at such time Cadent and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such actions as are reasonably necessary to remove such excess Cadent Directors from the Board immediately. (ii) If (A) at the time of any annual meeting of the Company held for the election of directors, Holdco and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board and (B) at any time the number of Holdco Directors exceeds the number of Holdco Directors that Holdco is then entitled to designate to the Board and at such time Holdco and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board immediately.

Designees. (a) Upon The Company and the closing of the IPO, Principal Stockholders shall take all Necessary Action to cause the Board shall to consist of 8 directors, including Xxxxxxx X. Xxxxx, Xxxxxx “Xxx” XxXxxx, Xxxx Spender, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx-Xxxxxxxx. The Board will be divided into three classes of directors, with each class members designated as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation.follows: (b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority Two nominees shall be designated by RSP Permian Holdco, L.L.C. (the “RSP Permian Holdco Directors”); provided, that (A) the number of nominees designated by RSP Permian Holdco, L.L.C. shall be reduced to one director at such time as RSP Permian Holdco, L.L.C. and its Affiliates (the Total Number of Directors, so long as BCP “RSP Permian Holdco Entities”) collectively Beneficially Owns 50Own less than 15% and greater than or more equal to 5% of the outstanding shares of Common Stock; (ii) 40% of , at which point one RSP Permian Holdco Director shall tender his resignation to the Total Number of DirectorsBoard, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (vB) 10% of RSP Permian Holdco, L.L.C. shall no longer be entitled to designate a nominee at such time as the Total Number of Directors, in the event that BCP RSP Permian Holdco Entities collectively Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns Own less than 5% of the outstanding shares of Common Stock, it at which point the RSP Permian Holdco Directors shall not tender their resignation to the Board. At any given time, and provided that the directors are allocated among separate classes, the RSP Permian Holdco Directors shall be in different classes of directors; (ii) One nominee shall be designated by Xxx Xxxxxxx, Jr. (the “Xxxxxxx Director”); provided, that Xxx Xxxxxxx, Jr. shall no longer be entitled to designate a nominee. For purposes nominee at such time as Xxx Xxxxxxx, Jr. and his Affiliates (the “Xxxxxxx Entities”) collectively Beneficially Own less than 5% of calculating the outstanding shares of Common Stock, at which point the Xxxxxxx Director shall tender his resignation to the Board; provided, further, however, that with respect to shares held directly by Xxxxxxx & Xxxxxxx Holdings, LLC, the Xxxxxxx Entities shall be deemed to Beneficially Own only the number of directors shares that BCP is proportional to the Xxxxxxx Entities’ ownership of Xxxxxxx & Xxxxxxx Holdings, LLC; and (iii) One nominee shall be designated by Xxxxxxx Family Partnership, LP (the “Xxxxxxx Director”); provided, that Xxxxxxx Family Partnership, LP shall no longer be entitled to designate a nominee at such time as Xxxxxxx Family Partnership, LP and its Affiliates (the “Xxxxxxx Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Xxxxxxx Director shall tender his resignation to the Board; provided, further, however, that with respect to shares held directly by Xxxxxxx & Xxxxxxx Holdings, LLC, the Xxxxxxx Entities shall be deemed to Beneficially Own only the number of shares that is proportional to the Xxxxxxx Entities’ ownership of Xxxxxxx & Xxxxxxx Holdings, LLC. (b) So long as RSP Permian Holdco, L.L.C. is entitled to designate a nominee pursuant to (a)(i), in the immediately preceding sentenceevent that any RSP Permian Holdco Director is not a NGP Representative, then RSP Permian Holdco,L.L.C. shall have the right to appoint one individual to attend all meetings of the Board in a non-voting, observer capacity (the “Board Observer”). The Board Observer shall be entitled to (i) be given notice by the Company of any fractional amounts shall automatically meeting of the Board or any committee thereof at the same time as the directors of the Company, (ii) be rounded up present at all meetings of the Board or any committee thereof, (iii) receive copies of all minutes of Board meetings and Board committee meetings and (iv) receive copies of any reports, minutes or other documents distributed to the nearest whole number Board or any committee thereof at the time such materials are given to the directors of the Company. Prior to such appointment, the Board Observer shall cooperate in good faith with the Company to enter into a reasonable and customary confidentiality agreement with respect to confidential materials received by the Board Observer in his capacity as such. The Company shall reimburse the Board Observer for all reasonable out-of-pocket expenses (e.g., one including travel and one quarter (11/4lodging) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase incurred in connection with his attendance at meetings of the Total Number of DirectorsBoard. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so So long as CEP Holdings the RSP Permian Holdco Entities collectively Beneficially Owns at least 10Own 15% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubtStock, the rights granted to BCP to designate members Board shall include at least one RSP Permian Holdco Director on each committee of the Board are additive toas designated by RSP Permian Holdco, and not intended to limit in any way, the rights that BCP or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law L.L.C. (including with respect subject to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended independence requirement imposed by law or by the Board for election at rules of any meeting of stockholders called for national securities exchange on which the purpose of electing directors, (B) nominating and recommending each such individual to Common Stock may be elected as a director as provided herein, (C) soliciting proxies listed or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) as a BCP Director pursuant to this Agreementtraded). (e) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (fd) So long as BCP a Sponsor is entitled to designate one or more nominees a nominee pursuant to Section 2.1(b2.1(a), BCP the Sponsor shall have the right to request the removal of any BCP Director remove its nominee(s) (with or without cause) nominated by BCP), from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should a director designated by a Sponsor be removed for any reason, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP such Sponsor or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP Director, BCP the Sponsor shall be entitled to designate an individual to fill the vacancy created by such removal so long as the total number of persons that will serve on the Board as BCP Directors immediately following the filling of such vacancy will not exceed the total number of persons BCP Sponsor is entitled to designate a nominee pursuant to Section 2.1(b2.1(a) on the date of such replacement designation. The Company and the . (e) Each Principal Stockholders shall take all Necessary Action Stockholder hereby agrees to cause such replacement BCP Director to become a member vote, in respect of the Board. (j) , such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its designee to the number Board in accordance with Section 2.1(d), each Principal Stockholder hereby agrees to vote, in respect of nominees that BCP is entitled to designate pursuant to Section 2.1(a) decreases below the number of BCP Directors then on the Board, to its shares of Common Stock or Equity Securities for the extent requested by removal of such designee from the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so that the number of BCP Directors is no greater than the number of nominees BCP is entitled to designate pursuant to Section 2.1(b), and promptly thereafter the Company shall take all Necessary Action to cause the Board to cause the size of the Board to decrease by such number and to remove such BCP Director from officeBoard.

Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 seven directors, including Xxxxxxx Xxxxxx X. Xxxxx, D. Xxxxxx “Xxx” XxXxxxXxxxx, Xxxx Spender, Xxxxxxx XxxxxxXxxxxx Xxxx, Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxx and Xxxxxx Xxxxxxxxx-XxxxxxxxXxxxxx (the “Initial Directors”). The Board will Of the Initial Directors, D. Xxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxx are each deemed to be divided into three classes designees of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, GSO. From and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following after the closing of the IPO, BCP shall have the right, but not the obligation, rights of GSO to nominate designate directors to the Board shall be as set forth in the remainder of this Section 2.1. The Company and GSO shall take all Necessary Action to cause the Board to include the Chief Executive Officer of the Company. (b) The Company shall take all Necessary Action to cause the Board to include a number of designees equal to at least: directors designated by GSO (each such director, a “GSO Director”) such that: (i) at least a majority of the Total Number of Directors, directors on the Board are GSO Directors for so long as BCP GSO and its Affiliates collectively Beneficially Owns Own at least 50% or more of the outstanding shares of Common Stock; (ii) at least 35% of the directors of the Board are GSO Directors for so long as GSO and its Affiliates collectively Beneficially Own less than 50% but at least 25% of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; and (iii) 30% at least one director of the Total Number of Directors, in the event that BCP Board is a GSO Director for so long as GSO and its Affiliates collectively Beneficially Owns 30% or more, but Own less than 40%, of the outstanding shares of Common Stock; (iv) 2025% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns at least 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP GSO and its Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common Stock, it GSO shall not be entitled have the right under this Agreement to designate a nomineenominee to the Board. For purposes of calculating the number of directors GSO Directors that BCP GSO is entitled to designate pursuant to the immediately preceding sentencethis Section 2.1(b), any fractional amounts shall automatically be rounded up upward to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors)of GSO Directors that is greater than such fractional amount, and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as on a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Companypro forma basis. For the avoidance of doubt, the rights granted to BCP GSO to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP GSO or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate certificate of Incorporationincorporation, Bylaws bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take that taking all Necessary Action to effectuate the above by; shall include (A) including the persons designated pursuant to this Section 2.1 2.1(b) in the slate of nominees recommended by the Board for election or appointment at any meeting of stockholders called for the purpose of electing or appointing directors, (B) nominating and recommending each such individual to be elected or appointed as a director as provided herein, herein and (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) individual as a BCP GSO Director pursuant to this Agreement. (ec) If at any time GSO has designated fewer than the total number of individuals that GSO is then entitled to designate pursuant to Section 2.1(b), GSO shall have the right, at any time and from time to time, to designate such additional individuals that it is entitled to so designate, and if GSO exercises such right, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election or appointment as directors to fill any vacancy on the Board shall include such designees, and the Company shall use its reasonable best efforts to (i) effect the election or appointment of such additional designees, whether by increasing the size of the Board or otherwise, and (ii) cause the election or appointment of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. (d) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP GSO Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) the Company after taking into account clause (i) of this Section 2.1(c), GSO shall consult with BCP regarding be permitted to designate the class or classes of directors to which the BCP Directors each GSO Director shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCPallocated. (fe) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP GSO shall have the right to request the removal of remove any BCP GSO Director (with or without cause) nominated appointed by BCPit, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (gf) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that If a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP GSO or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP GSO Director, BCP then GSO shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors designees of GSO immediately following the filling of such vacancy will not exceed the total number of persons BCP GSO is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such individual so designated by GSO as such replacement BCP Director designee to become a member of the Board, as soon as possible. (jg) In the event that If at any time the number of nominees GSO Directors exceeds the number of GSO Directors that BCP GSO is then entitled to designate pursuant to Section 2.1(a) decreases below the number of BCP Directors then on the Board, to the extent then if requested by the nominating Company, GSO shall take such actions as are reasonably necessary to remove such excess GSO Directors from the Board. (h) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable law or the charter or bylaws of the Company, and corporate governance committeenotwithstanding anything to the contrary in this Agreement, BCP shall promptly cause a for so long as this Agreement is in effect and GSO and its Affiliates collectively Beneficially Own at least 25% of the outstanding shares of Common Stock, any action by the Board to increase or decrease the total number of BCP Directors to resign from service on directors comprising the Board (and all committees thereof on which such BCP Director serves) so that other than any increase in the total number of BCP Directors is no greater than directors in connection with the number election of nominees BCP is entitled to designate pursuant to Section 2.1(b), and promptly thereafter one or more directors elected exclusively by the Company shall take all Necessary Action to cause the Board to cause the size holders of one or more classes or series of the Board to decrease by such number and to remove such BCP Director from officeCompany’s stock other than Common Stock) shall require the prior written consent of GSO, delivered in accordance with Section 5.1 of this Agreement.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of 8 six directors, including Xxxxxxx X. XxxxxXxxxx Xxxxxxxxx, Xxxxxx “Xxx” XxXxxxXxxxx Xxxxxx, Xxxx SpenderXxxxxx, Xxxx (Xxxx) O’Xxxxxxx, Xxxxxxx XxXxxxxx and Xxxx Xxxxxx (the “Initial Directors”). Of the Initial Directors, (x) Xxxxx Xxxxxxxxx, Xxxx (Xxxx) X’Xxxxxxx and Xxxxxxx XxXxxxxx are each deemed to be designees of Cadent and (y) Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxx Xxxxxx and Xxxx Xxxxxx Xxxxxxxxx-Xxxxxxxxare each deemed to be designees of Management Holdco. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, From and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following after the closing of the IPO, BCP shall have the right, but not the obligation, rights of each of Cadent and Management Holdco to nominate designate directors to the Board shall be as set forth in the remainder of this Section 2.1. (i) The Company and Management Holdco shall take all Necessary Action to cause the Board to include a number of designees equal to directors designated by Cadent (each such director, a “Cadent Director”) such that: (A) at least: (i) a majority least 50% of the Total Number of Directors, directors on the Board are Cadent Directors for so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) Cadent and its Affiliates collectively beneficially own at least 20% of the Total Number Outstanding Cactus Interests; (B) at least 25% of Directors, in the event that BCP Beneficially Owns directors on the Board are Cadent Directors for so long as Cadent and its Affiliates collectively beneficially own less than 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) at least 10% of the Total Number of Directors, in Outstanding Cactus Interests; and (C) at least one director on the event that BCP Beneficially Owns Board is a Cadent Director for so long as Cadent and its Affiliates collectively beneficially own less than 10% but at least 5% or more, but less than 20%, of the outstanding shares of Common StockOutstanding Cactus Interests. If BCP Cadent and its Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common StockOutstanding Cactus Interests, it Cadent shall not be entitled to designate a nominee. (ii) The Company and Cadent shall take all Necessary Action to cause the Board to include a number of directors designated by Management Holdco (each such director, a “Management Holdco Director”) such that: (A) at least 50% of the directors on the Board are Management Holdco Directors for so long as Management Holdco and its Affiliates collectively beneficially own at least 20% of the Outstanding Cactus Interests; (B) at least 25% of the directors on the Board are Holdco Directors for so long as Management Holdco and its Affiliates collectively beneficially own less than 20% but at least 10% of the Outstanding Cactus Interests; and (C) at least one director on the Board is a Holdco Director for so long as Management Holdco and its Affiliates collectively beneficially own less than 10% but at least 5% Outstanding Cactus Interests. If Management Holdco and its Affiliates collectively Beneficially Own less than 5% of the Outstanding Cactus Interests, Management Holdco shall not be entitled to designate a nominee. (iii) For purposes of calculating the number of directors Cadent Directors that BCP Cadent is entitled to designate or Management Holdco Directors that Management Holdco is entitled to designate, as the case may be, pursuant to the immediately preceding sentencethis Section 2.1(b), any fractional amounts shall automatically be rounded up upward to the nearest whole number (e.g.of Cadent Directors or Management Holdco Directors, one and one quarter (11/4) directors shall equate to two (2) directors)as applicable, that is greater than such fractional amount, and any such calculations shall be made after taking into account any increase in on a pro forma basis; provided, however, that neither Cadent nor Management Holdco shall have the Total Number right to designate more than one half of Directorsthe members of the Board. (civ) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP each of Cadent and Management Holdco to designate members of the Board are additive to, and not intended to limit in any way, the respective rights that BCP Cadent or its Management Holdco or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate certificate of Incorporationincorporation, Bylaws bylaws or the Delaware General Corporation Law of the State of Delaware. Law. (v) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take that taking all Necessary Action to effectuate the above by; shall include (A) including the persons designated pursuant to this Section 2.1 2.1(b) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, herein and (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) individual as a BCP Cadent Director or a Management Holdco Director, as the case may be, pursuant to this Agreement. (ec) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Cadent Directors and the Management Holdco Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) the Company after taking into account clause (i) of this Section 2.1(c), each of Cadent and Management Holdco shall consult with BCP regarding be permitted to designate the class or classes of directors to which the BCP Directors each Cadent Director and Management Holdco, as applicable, shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCPallocated. (fd) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP Cadent shall have the right to request the removal of remove any BCP Cadent Director (with or without cause) nominated appointed by BCPit, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. . Management Holdco shall have the right to remove any Management Holdco (gwith or without cause) So long as BCP Beneficially Owns appointed by it, from time to time and at least 10% of any time, from the outstanding shares of Common StockBoard, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market ruleremoval. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP Cadent or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP Cadent Director, BCP Cadent shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors designees of Cadent immediately following the filling of such vacancy will not exceed the total number of persons BCP Cadent is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders Management Holdco shall take all Necessary Action to cause such replacement BCP Director designee to become a member of the Board. (jii) In the event that a vacancy is created on the number Board by the death, disability, resignation or removal (whether by Management Holdco or otherwise in accordance with the Company’s certificate of nominees that BCP is incorporation and bylaws, as either may be amended or restated from time to time) of a Management Holdco Director, Management Holdco shall be entitled to designate pursuant an individual to Section 2.1(a) decreases below fill the vacancy so long as the total number of BCP Directors then on the Board, to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service persons that will serve on the Board (and all committees thereof on which as designees of Management Holdco immediately following the filling of such BCP Director serves) so that vacancy will not exceed the total number of BCP Directors is no greater than the number of nominees BCP persons Management Holdco is entitled to designate pursuant to Section 2.1(b), ) on the date of such replacement designation. The Company and promptly thereafter the Company Cadent shall take all Necessary Action to cause the Board such replacement designee to cause the size become a member of the Board to decrease Board. (i) If (A) at the time of any annual meeting of the Company held for the election of directors, Cadent and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such number and actions as are reasonably necessary to remove such BCP Director excess Cadent Directors from officethe Board and (B) at any time the number of Cadent Directors exceeds the number of Cadent Directors that Cadent is then entitled to designate to the Board and at such time Cadent and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such actions as are reasonably necessary to remove such excess Cadent Directors from the Board immediately. (ii) If (A) at the time of any annual meeting of the Company held for the election of directors, Management HoldCo and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Management HoldCo shall take such actions as are reasonably necessary to remove such excess Management HoldCo Directors from the Board and (B) at any time the number of Management HoldCo Directors exceeds the number of Management HoldCo Directors that Management HoldCo is then entitled to designate to the Board and at such time Management HoldCo and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Management HoldCo shall take such actions as are reasonably necessary to remove such excess Management HoldCo Directors from the Board immediately.

Designees. (a) Upon the closing of the IPOClosing, the Board shall initially consist of 8 nine (9) directors, including Xxxxxxx X. Xxxxx, Xxxxxx “Xxx” XxXxxx, Xxxx Spender, Xxxxxxx Mxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx [Spartan Sponsor Director], [Independent Director 1]2, [Tiger Director], [FTV Director], [Independent Director 2]3, [Independent Director 3]4, [Independent Director 4]4 and Xxxxxx Xxxxxxxxx-Xxxxxxxx[Independent Director 5]4 (the “[Initial Directors]”). The Board will be divided into three (3) classes of directors, with each class as equal in number as possible, serving staggered three-year terms terms. Class I, Class II and Class III directors will serve until the Company’s annual meetings of shareholders in 2022, 2023 and 2024, respectively. [●], [●] and [●] will be assigned to Class I, [●], [●] and [●] will be assigned to Class II, and [●], [●] and [●] will be assigned to Class III. From and after the Closing, the rights of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in the Certificate remainder of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of Incorporationthis Section 5.1. (b) Following From and after the closing of Closing, the IPOCompany will use reasonable best efforts, BCP shall have the right, but not the obligation, to nominate including taking all necessary action (to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns less than 5% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. For purposes of calculating the number of directors that BCP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including and to the extent such action is consistent with respect to any applicable the fiduciary duties of the directors under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such the following nominees to be elected to serve as directors on the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) as a BCP Director pursuant to this Agreement. (e) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (f) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP shall have the right to request the removal of any BCP Director (with or without cause) nominated by BCP, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule.Board:4 (i) In if the event that a vacancy is created on the Board Spartan Sponsor and its Affiliates collectively Beneficially Own at any time by the death, disability, resignation or removal least fifty percent (whether by BCP or otherwise in accordance with the Company’s Certificate of Incorporation and Bylaws, as either may be amended or restated from time to time50%) of a BCP Director, BCP shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board shares of Common Stock as BCP Directors such Persons owned immediately following the filling of such vacancy will not exceed the total number of persons BCP is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the Principal Stockholders shall take all Necessary Action to cause such replacement BCP Director to become a member of like), one (1) nominee designated by the Board.Spartan Sponsor (the “Spartan Sponsor Director”); (jii) In the event that if FTV and its Affiliates collectively Beneficially Own at least fifty percent (50%) of the number of nominees that BCP is entitled to designate pursuant to Section 2.1(ashares of Common Stock as such Persons owned immediately following the Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), one (1) decreases below nominee designated by FTV (the “FTV Director”); and (iii) if Tiger and its Affiliates collectively Beneficially Own at least fifty percent (50%) of the number of BCP Directors then on shares of Common Stock as such Persons owned immediately following the BoardClosing (as adjusted for stock splits, to stock dividends, reorganizations, recapitalizations and the extent requested by the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so that the number of BCP Directors is no greater than the number of nominees BCP is entitled to designate pursuant to Section 2.1(blike), and promptly thereafter one (1) nominee designated by Tiger (the Company shall take all Necessary Action to cause the Board to cause the size of the Board to decrease by such number and to remove such BCP Director from office“Tiger Director”).

Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 eight directors, including Xxxxxxx X. XxxxxXxxxxx, Xx., Xxxxxx “Xxx” XxXxxxX. Xxxxxxxx, Xxxx SpenderXxxxx X. Xxxx, Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx Xxxxxxxxx Xxx and Xxxxxx Xxxxxxxxx-Xxxxxxxx. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of IncorporationXxxxxxx Xxxxxxx. (b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns less than 5% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. For purposes of calculating the number of directors that BCP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) as a BCP Director pursuant to this Agreement. (e) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (f) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP shall have the right to request the removal of any BCP Director (with or without cause) nominated by BCP, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP or otherwise in accordance with the Company’s Certificate of Incorporation and Bylaws, as either may be amended or restated from time to time) of a BCP Director, BCP shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors immediately following the filling of such vacancy will not exceed the total number of persons BCP is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement BCP Director the Board to become a member include members as follows: (i) For so long as CSL Beneficially Owns at least 50% of the Board. outstanding shares of Common Stock, at least three of the directors of the Board shall be designees of CSL (jeach such director, a “CSL Director”), and at least two of the directors of the Board shall be Bayou Directors, unless (A) In the event Bayou provides notice to CSL that the number of nominees that BCP is entitled Bayou no longer wishes to designate pursuant one or more Bayou Directors, (B) any Bayou director is otherwise unable to serve as a director of the Board or (C) Bayou ceases to own equity interests in Ranger Holdings I, in which case, CSL may make the nomination to fill any position vacated by Bayou, provided that nothing in this paragraph (i) of this Section 2.1(a) decreases below 2.1 shall be construed to limit the number right of BCP Directors then on the Board, CSL to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause nominate a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so directors that the number of BCP Directors is no greater fewer than the number of nominees BCP is directors CSL would be entitled to designate nominate pursuant to Section 2.1(b)the Company’s Certificate of Incorporation, and promptly thereafter Bylaws or the Company shall take all Necessary Action to cause Delaware General Corporation Law; (ii) For so long as CSL Beneficially Owns less than 50% but at least 30% of the Board to cause outstanding shares of Common Stock, at least three of the size directors of the Board to decrease by such number and to remove such BCP Director from office.shall be CSL Directors; (iii) For so long as CSL Beneficially Owns less than 30% but at least 20% of the outstanding shares of Common Stock, at least two of the directors of the Board shall be CSL Directors; and

Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 eight directors, including Xxxxxxx X. XxxxxXxxxxx, Xx., Xxxxxx “Xxx” XxXxxxX. Xxxxxxxx, Xxxx SpenderXxxxx X. Xxxx, Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx Xxxxxxxxx Xxx and Xxxxxx Xxxxxxxxx-Xxxxxxxx. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of IncorporationXxxxxxx Xxxxxxx. (b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns less than 5% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. For purposes of calculating the number of directors that BCP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) as a BCP Director pursuant to this Agreement. (e) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (f) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP shall have the right to request the removal of any BCP Director (with or without cause) nominated by BCP, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP or otherwise in accordance with the Company’s Certificate of Incorporation and Bylaws, as either may be amended or restated from time to time) of a BCP Director, BCP shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors immediately following the filling of such vacancy will not exceed the total number of persons BCP is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement BCP Director the Board to become a member include members as follows: (i) For so long as CSL Beneficially Owns at least 50% of the Board. outstanding shares of Common Stock, at least three of the directors of the Board shall be designees of CSL (jeach such director, a “CSL Director”), and at least two of the directors of the Board shall be Bayou Directors, unless (A) In the event Bayou provides notice to CSL that the number of nominees that BCP is entitled Bayou no longer wishes to designate pursuant one or more Bayou Directors, (B) any Bayou Director is otherwise unable to serve as a director of the Board or (C) Bayou ceases to own equity interests in Ranger Holdings I, in which case, CSL may make the nomination to fill any position vacated by Bayou, provided that nothing in this paragraph (i) of this Section 2.1(a) decreases below 2.1 shall be construed to limit the number right of BCP Directors then on the Board, CSL to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause nominate a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so directors that the number of BCP Directors is no greater fewer than the number of nominees BCP is directors CSL would be entitled to designate nominate pursuant to Section 2.1(b)the Company’s Certificate of Incorporation, and promptly thereafter Bylaws or the Company shall take all Necessary Action to cause Delaware General Corporation Law; (ii) For so long as CSL Beneficially Owns less than 50% but at least 30% of the Board to cause outstanding shares of Common Stock, at least three of the size directors of the Board to decrease by such number and to remove such BCP Director from office.shall be CSL Directors; (iii) For so long as CSL Beneficially Owns less than 30% but at least 20% of the outstanding shares of Common Stock, at least two of the directors of the Board shall be CSL Directors; and

Designees. (a) Upon The Company and the closing of the IPO, Principal Stockholders shall take all Necessary Action to cause the Board shall to consist of 8 directors, including Xxxxxxx X. Xxxxx, Xxxxxx “Xxx” XxXxxx, Xxxx Spender, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx-Xxxxxxxx. The Board will be divided into three classes of directors, with each class members designated as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation.follows: (b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority Two nominees shall be designated by RSP Permian Holdco, L.L.C. (the “RSP Permian Holdco Directors”); provided, that (A) the number of nominees designated by RSP Permian Holdco, L.L.C. shall be reduced to one director at such time as RSP Permian Holdco, L.L.C. and its Affiliates (the Total Number of Directors, so long as BCP “RSP Permian Holdco Entities”) collectively Beneficially Owns 50Own less than 15% and greater than or more equal to 5% of the outstanding shares of Common Stock; (ii) 40% of , at which point one RSP Permian Holdco Director shall tender his resignation to the Total Number of DirectorsBoard, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (vB) 10% of RSP Permian Holdco, L.L.C. shall no longer be entitled to designate a nominee at such time as the Total Number of Directors, in the event that BCP RSP Permian Holdco Entities collectively Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns Own less than 5% of the outstanding shares of Common Stock, it at which point the RSP Permian Holdco Directors shall not tender their resignation to the Board. At any given time, and provided that the directors are allocated among separate classes, the RSP Permian Holdco Directors shall be in different classes of directors; (ii) One nominee shall be designated by Xxx Xxxxxxx, Jr. (the “Xxxxxxx Director”); provided, that Xxx Xxxxxxx, Jr. shall no longer be entitled to designate a nominee. For purposes nominee at such time as Xxx Xxxxxxx, Jr. and his Affiliates (the “Xxxxxxx Entities”) collectively Beneficially Own less than 5% of calculating the outstanding shares of Common Stock, at which point the Xxxxxxx Director shall tender his resignation to the Board; provided, further, however, that with respect to shares held directly by Xxxxxxx & Xxxxxxx Holdings, LLC, the Xxxxxxx Entities shall be deemed to Beneficially Own only the number of directors shares that BCP is proportional to the Xxxxxxx Entities’ ownership of Xxxxxxx & Xxxxxxx Holdings, LLC; and (iii) One nominee shall be designated by Xxxxxxx Family Partnership, LP (the “Xxxxxxx Director”); provided, that Xxxxxxx Family Partnership, LP shall no longer be entitled to designate pursuant a nominee at such time as Xxxxxxx Family Partnership, LP and its Affiliates (the “Xxxxxxx Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Xxxxxxx Director shall tender his resignation to the immediately preceding sentenceBoard; provided, any fractional amounts further, however, that with respect to shares held directly by Xxxxxxx & Xxxxxxx Holdings, LLC, the Xxxxxxx Entities shall automatically be rounded up deemed to Beneficially Own only the number of shares that is proportional to the nearest whole number (e.g.Xxxxxxx Entities’ ownership of Xxxxxxx & Xxxxxxx Holdings, one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of DirectorsLLC. (cb) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate Xxxxxxx X. Xxxxx to the Board for so So long as CEP Holdings the RSP Permian Holdco Entities collectively Beneficially Owns at least 10Own 15% or more of the outstanding shares of Common Stock or Xxxxxxx X. Xxxxx holds the title of Chief Executive Officer of the Company. For the avoidance of doubtStock, the rights granted to BCP to designate members Board shall include at least one RSP Permian Holdco Director on each committee of the Board are additive toas designated by RSP Permian Holdco, and not intended to limit in any way, the rights that BCP or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law L.L.C. (including with respect subject to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended independence requirement imposed by law or by the Board for election at rules of any meeting of stockholders called for national securities exchange on which the purpose of electing directors, (B) nominating and recommending each such individual to Common Stock may be elected as a director as provided herein, (C) soliciting proxies listed or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, 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. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) as a BCP Director pursuant to this Agreementtraded). (e) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (fc) So long as BCP a Sponsor is entitled to designate one or more nominees a nominee pursuant to Section 2.1(b2.1(a), BCP the Sponsor shall have the right to request the removal of any BCP Director remove its nominee(s) (with or without cause) nominated by BCP), from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should a director designated by a Sponsor be removed for any reason, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP such Sponsor or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP Director, BCP the Sponsor shall be entitled to designate an individual to fill the vacancy created by such removal so long as the total number of persons that will serve on the Board as BCP Directors immediately following the filling of such vacancy will not exceed the total number of persons BCP Sponsor is entitled to designate a nominee pursuant to Section 2.1(b2.1(a) on the date of such replacement designation. The Company and the . (d) Each Principal Stockholders shall take all Necessary Action Stockholder hereby agrees to cause such replacement BCP Director to become a member vote, in respect of the Board. (j) , such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its designee to the number Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of nominees that BCP is entitled to designate pursuant to Section 2.1(a) decreases below the number of BCP Directors then on the Board, to its shares of Common Stock or Equity Securities for the extent requested by removal of such designee from the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so that the number of BCP Directors is no greater than the number of nominees BCP is entitled to designate pursuant to Section 2.1(b), and promptly thereafter the Company shall take all Necessary Action to cause the Board to cause the size of the Board to decrease by such number and to remove such BCP Director from officeBoard.