Common use of Election of Directors Clause in Contracts

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof.

Election of Directors. On all matters relating to the election of one or more directors of the Company, each Shareholder shall vote at the shareholders meetings, or give written consents with respect to all their Ordinary Shares, to elect directors to the Board in the following manner: (a) Following (v) five (5) directors shall be appointed by Tencent and its Affiliates (the Closing Date, the Blackstone Designator shall have the right, but not the obligation, “Tencent Directors”) by notice in writing to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% as long as Tencent and its Affiliates directly or more of the total Common Stock as of the record date for such meeting, indirectly hold no less than 50% of the Total Number of Directors, rounded down Company’s issued and outstanding share capital; (w) four (4) directors shall be appointed by Tencent and its Affiliates by notice in writing to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40Company as long as Tencent and its Affiliates directly or indirectly hold 35% (or more than 35% but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down Company’s issued and outstanding share capital; (x) three (3) directors shall be appointed by Tencent and its Affiliates by notice in writing to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30Company as long as Tencent and its Affiliates directly or indirectly hold 25% (or more than 25% but less than 40%) of the total Common Stock as of the record date for such meeting, 3035% of the Total Number of Directors, rounded down Company’s issued and outstanding share capital; (y) two (2) directors shall be appointed by Tencent and its Affiliates by notice in writing to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20Company as long as Tencent and its Affiliates directly or indirectly hold 10% (or more than 10% but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 2025% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Company’s issued and outstanding share capital; and (vz) if one (1) director shall be appointed by Tencent and its Affiliates by notice in writing to the Pre-IPO Owners collectively Beneficially Own at least Company as long as Tencent and its Affiliates directly or indirectly hold 5% (or more than 5% but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number Company’s issued and outstanding share capital. For the avoidance of Directors.doubt, subclauses (v), (w), (x), (y) and (z) are mutually exclusive; (b) If at any time (w) four (4) directors shall be appointed by all Shareholders other than Tencent and its Affiliates (such other Shareholders, the Blackstone Designator has designated fewer “Non-Tencent Shareholders”) to the Company as long as the holders of Ordinary Shares other than Tencent and its Affiliates collectively hold not less than 35% of the total number Company’s issued and outstanding share capital; (x) three (3) directors shall be appointed by all Non-Tencent Shareholders by notice in writing to the Company as long as the holders of individuals that Ordinary Shares other than Tencent and its Affiliates collectively hold 25% or more than 25% but less than 35% of the Blackstone Designator is then entitled Company’s issued and outstanding share capital; (y) two (2) directors shall be appointed by all Non-Tencent Shareholders by notice in writing to designate pursuant the Company as long as the holders of Ordinary Shares other than Tencent and its Affiliates collectively hold 10% or more than 10% but less than 25% of the Company’s issued and outstanding share capital; and (z) one (1) director shall be appointed by all Non-Tencent Shareholders by notice in writing to Section 2.1(athe Company as long as the holders of Ordinary Shares other than Tencent and its Affiliates collectively hold 5% or more than 5% but less than 10% of the Company’s issued and outstanding share capital. For the avoidance of doubt, subclauses (w), (x), (y) and (z) are mutually exclusive. In the Blackstone Designator event that subclause (w) applies, the four (4) directors shall be appointed as follows: (i) each Key Management shall be a director as long as (A) such Key Management continues to hold not less than 70% of the Ordinary Shares held by such Key Management as of the date hereof; and (B) such Key Management remains as an officer or employee of any Group Company and complies with the provisions under Section 8.9 hereof (for the avoidance of doubt, (A) the failure of any one Key Management to meet the foregoing qualification requirements will not result in the other Key Management forfeiting his right to serve as a director of the Company if the other Key Management satisfies the foregoing qualification requirements; and (B) upon the occurrence of any Shortened Lock-up Triggering Event with respect to any Key Management, such Key Management’s right to serve as a director of the Company shall be immediately forfeited); and (ii) the remaining two (2) directors shall be appointed by the Shareholders holding the largest and the second largest portion of the Company’s share capital, other than Tencent, the Key Management and, for the avoidance of doubt, the Spotify Investors, respectively (such Shareholder holding the largest portion, the “Largest Financial Investor”; and such Shareholder holding the second largest portion, the “Second Largest Financial Investor”) by notice in writing, as long as the Largest Financial Investor and the Second Largest Financial Investor each holds not less than 5% of the Company’s issued and outstanding share capital (for the avoidance of doubt, the failure of the Largest Financial Investor to meet the foregoing qualification requirement will not result in the Second Largest Financial Investor forfeiting its right to appoint a director of the Company if the Second Largest Financial Investor satisfies the foregoing qualification requirement, and vice versa); provided that if (i) any one of the Key Management fails to satisfy the qualification requirements as described in this Section 8.2(b) for him to serve as a director to the Board or loses the director seat upon the occurrence of any Shortened Lock-up Triggering Event, or (ii) either the Largest Financial Investor or the Second Largest Financial Investor holds less than 5% of the Company’s issued and outstanding share capital, the Non-Tencent Shareholders shall hold a special meeting to fill the vacancy of the Board as a result thereof, and any Shareholder who has obtained the highest vote at such special meeting shall have the right to designate appoint one (1) director to fill in such additional individuals vacant director seat. In the event that subclause (x), (y) or (z) applies, the Non-Tencent Shareholders shall hold a special meeting, on which it is entitled meeting each Non-Tencent Shareholder has the right to so designatenominate three (3), in which casetwo (2) or one (1) candidates, any individuals nominated by as applicable, and the candidate(s) who have received the highest votes of the Non-Tencent Shareholders at such special meeting shall serve as the three (3), two (2) or at one (1) directors, as applicable; (c) one of the direction Tencent Directors shall be the chairman of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size long as Tencent holds not less than 35% of the Board or otherwise, Company’s issued and outstanding share capital; and (yd) cause each Shareholder agrees to vote in favor of the election of such additional designees appointees as indicated above to fill ensure that any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate appointment, of a director appointed pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director 8.2 shall be referred to herein as a “Blackstone Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, made in accordance with this Section 8.2 and the Company shall use its best efforts to cause such vacancy to be filled, Articles as soon as possiblepracticable after the relevant notice in writing is delivered to the Company. Notwithstanding the definition of Affiliates, by a new designee the parties agree that for purposes of this Section 8.2, Affiliates of Tencent shall exclude the Group Companies or any of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the sameGroup Companies’ Controlled Affiliates. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a)) hereof, the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee.”. (c) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (e) 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 notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 5.13 hereof.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (e) 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 notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 4.13 of this Agreement.

Election of Directors. (a) Following the Closing Date, for so long as the Blackstone Investors continue to Beneficially Own at least 50% of the aggregate outstanding Voting Securities held by the Blackstone Investors as of the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly authorized committee thereof shall include, three (3) Directors and the Blackstone Designator shall have the right, but not the obligation to (i) jointly with Cannae (or, if Cannae is no longer a party hereto, the Sponsor Designator), designate the Jointly Designated Director (subject to Section 2.2(c)) and (ii) to consent to any individual nominated for election to the Board seat initially occupied by the Chief Executive Officer of the Company. If and when the Blackstone Investors collectively Beneficially Own less than 50% of the aggregate outstanding Voting Securities held by the Blackstone Investors as of the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include: (i) if the Blackstone Investors collectively Beneficially Own, a number 7.5% or more of individuals such thatthe aggregate outstanding Voting Securities, upon three (3) Directors; (ii) if the election Blackstone Investors collectively Beneficially Own at least 6.25% (but less than 7.5%) of the aggregate outstanding Voting Securities, two (2) Directors; and (iii) if the Blackstone Investors collectively Beneficially Own at least 2.5% (but less than 6.25%) of the aggregate outstanding Voting Securities, one (1) Director (in each case, each such individualperson a “Blackstone Designee”). In addition, if the Blackstone Investors collectively Beneficially Own at least 7.5% of the aggregate outstanding Voting Securities, the Blackstone Designator shall have the right, but not the obligation, to (i) jointly with Cannae (or, if Cannae is no longer a party hereto, the Sponsor Designator), designate the Jointly Designated Director (subject to Section 2.2(c)) and (ii) to consent to any individual nominated for election to the Board seat initially occupied by the Chief Executive Officer of the Company. (b) Following the Closing Date, for so long as the Sponsor Investors continue to Beneficially Own at least 50% of the aggregate outstanding Voting Securities held by the Sponsor Investors as of the Closing Date, the Sponsor Designators shall have the right, but not the obligation, to designate, and each other the individuals nominated for election as Directors by or at the direction of the Board or a duly authorized committee thereof shall include, three (3) Directors (in the aggregate), and Cannae (or, if Cannae is no longer party hereto, the Sponsor Designator) shall have the right, but not the obligation to (i) jointly with the Blackstone Designator, designate the Jointly Designated Director (subject to Section 2.2(c)) and (ii) to consent to any individual nominated for election to the Board seat initially occupied by the Chief Executive Officer of the Company. If and when the Sponsor Investors collectively Beneficially Own less than 50% of the aggregate outstanding Voting Securities held by the Sponsor Investors as of the Closing Date, the Sponsor Designators shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal tothereof shall include: (i) if the Pre-IPO Owners Sponsor Investors collectively Beneficially Own 507.5% or more of the total Common Stock as of aggregate outstanding Voting Securities, three (3) Directors (in the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole numberaggregate); (ii) if the Pre-IPO Owners Sponsor Investors collectively Beneficially Own at least 406.25% (but less than 507.5%) of the total Common Stock as of aggregate outstanding Voting Securities, two (2) Directors (in the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole numberaggregate); and (iii) if the Pre-IPO Owners Sponsor Investors collectively Beneficially Own at least 302.5% (but less than 406.25%) of the total Common Stock as of aggregate outstanding Voting Securities, one (1) Director (in the record date for aggregate) (in each case, each such meetingperson a “Sponsor Designee”). In addition, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners Sponsor Investors collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 207.5% of the Total Number of Directorsaggregate outstanding Voting Securities, rounded down Cannae (or, if Cannae is no longer party hereto, the Sponsor Designator) shall have the right, but not the obligation, to (i) jointly with Blackstone Designator, designate the Jointly Designated Director (subject to Section 2.2(c)) and (ii) to consent to any individual nominated for election to the nearest whole number, if Board seat initially occupied by the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% Chief Executive Officer of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of DirectorsCompany. (bc) If at any time the Blackstone Designator or the Sponsor Designator (or Cannae, with respect to the Jointly Designated Director) (collectively, the “Investor Designators” and each an “Investor Designator”) has designated fewer than the total number of individuals that the Blackstone Designator it is then entitled to designate pursuant to Section 2.1(a)2.2(a) or 2.2(b) hereof, the Blackstone Designator Investors or the Sponsor Investors, or the Blackstone Investor and Cannae (or, the Sponsor Designator, if applicable) jointly with respect to the Jointly Designated Director, as applicable, shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate (or in the case of the Jointly Designated Director, jointly designate), in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (xi) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (yii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom If at any time either the Blackstone Investors or the Sponsor Investors no longer Beneficially Own the requisite amount of Voting Securities required to participate in the designation of the Jointly Designated Director, then the Blackstone Designator or the Sponsor Designator, as appropriate, continuing to Beneficially Own such requisite amount of Voting Securities shall actually not have the unilateral right to designate pursuant the Jointly Designated Director, but instead have the right to this Section 2.1 and propose a nominee to the nominating committee of the Board, who is thereafter elected and qualifies to serve as a Director shall be referred to herein nominated (or not) in the sole discretion of the nominating committee of the Board acting in their capacity as a “Blackstone Designee”such. (cd) Directors are subject to removal pursuant to the applicable provisions of the certificate of incorporation and bylaws of the Company, as in effect from time to time; provided, however, that, for as long as this Agreement remains in effect, the Blackstone Designees may only be removed with the consent of the Blackstone Designator, the Sponsor Designees may only be removed with the consent of the Sponsor Designator and the Jointly Designated Director may only be removed with the consent of the Blackstone Designator and Cannae (or the Sponsor Designator, if applicable), in each case delivered in accordance with Section 5.13 hereof. (e) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal (with or without cause), disqualification, resignation of any or otherwise with respect to a Blackstone Designee, a Sponsor Designee or the Jointly Designated Director, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as reasonably possible, by a new designee of the Blackstone Designator, the Sponsor Designator or (subject to Section 2.2(c)) jointly by the Blackstone Designator and Cannae (or, if applicable, the Company shall takeSponsor Designator), to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the sameas applicable. (df) The Company shall, to the fullest extent permitted by lawapplicable Law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 2.2 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Investor Designee or the Jointly Designated Director shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its reasonable best efforts to cause such Investor Designee or Jointly Designated Director (or a new designee of the applicable Investor Designator or new Jointly Designated Director, as appropriate) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (g) Each Investor hereby agrees with the Company to vote all Voting Securities Beneficially Owned by such Investor in favor of the slate of Directors nominated by or at the direction of the Board or a duly authorized committee thereof in connection with each vote taken or written consent executed in connection with the election of Directors to the Board, and each Investor agrees with the Company not to seek to remove or replace an Investor Designee (other than, in the case of any Investor Designator, such Investor Designator’s Investor Designees). For the avoidance of doubt, the covenants contained in this Section 2.2(g) are made by each Investor solely to the Company, not to each other Investor hereto. (h) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the certificate of incorporation or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, (i) any action by the Board to increase the Total Number of Directors to greater than 8 (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected exclusively by the holders of one or more classes or series of the Company’s shares other than the Common Stock) shall require the prior written consent of (A) the Blackstone Designator, for so long as the Blackstone Investors Beneficially Own at least 7.5% of the aggregate outstanding Voting Securities and (B) the Sponsor Designator, for so long as the Sponsor Investors Beneficially Own at least 7.5% of the aggregate outstanding Voting Securities, in each case delivered in accordance with Section 5.13 hereof and (ii) in no event shall any decrease in the Total Number of Directors, in any instance, eliminate, abridge, or otherwise modify the right of (A) the Blackstone Designator to designate Blackstone Designees in accordance with Section 2.2(a), without the consent of the Blackstone Investors, or (B) the right of the Sponsor Designator to designate Sponsor Designees in accordance with Section 2.2(b), without the consent of the Sponsor Designator, in each case delivered in accordance with Section 5.13 hereof.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator BGLH shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon following the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director any Directors and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone BGLH Designees (as defined below) serving as Directors of the Company will would be equal (if elected) to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Outstanding Interests as of the close of business on the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Outstanding Interests as of the close of business on the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock Outstanding Interests as of the close of business on the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock Outstanding Interests as of the close of business on the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Outstanding Interests as of the close of business on the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (b) Following the date BGLH is no longer entitled to designate at least two Directors pursuant to Section 2.1(a), the Forste Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one individual if, as of the close of business on the record date for such meeting, the Forste Group collectively Beneficially Owns a number of Outstanding Interests equal to or greater than the Forste Threshold. (c) Following the date BGLH is no longer entitled to designate at least two Directors pursuant to Section 2.1(a), the Xxxxxxxxx Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one individual if, as of the close of business on the record date for such meeting, the Xxxxxxxxx Group collectively Beneficially Owns a number of Outstanding Interests equal to or greater than the Xxxxxxxxx Threshold. (d) Following the Closing Date, Stonepeak shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, (i) two individuals if, as of the close of business on the record date for such meeting, the number of Outstanding Interests held by the Stonepeak Entities collectively represent 25% or more of the total number of shares of Common Stock outstanding on such date; and (ii) one individual if, as of the close of business on the record date for such meeting, (x) the number of Outstanding Interests held by the Stonepeak Entities collectively represent at least 10% (but less than 25%) of the total number of shares of Common Stock outstanding on such date or (y) the Stonepeak Entities Beneficially Own any BGLH equity. If at any time Xxxxxxxxx has the Blackstone Designator right to designate two individuals for election as Directors under this Agreement and there are less than two Stonepeak Designees serving on the Board, the Stonepeak Designee serving on the Board shall have in the aggregate the power to cast two votes with respect to any matters presented to the Board. (e) Following the Closing Date, BentallGreenOak shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one individual if, as of the close of business on the record date for such meeting, (x) the number of Outstanding Interests held by the BentallGreenOak Entities collectively represent 10% or more of the total Outstanding Interests or (y) the BentallGreenOak Entities Beneficially Own any BGLH equity. (f) If at any time BGLH, the Forste Designator, the Xxxxxxxxx Designator, Stonepeak or BentallGreenOak has designated fewer than the total number of individuals that BGLH, the Blackstone Designator Forste Designator, the Xxxxxxxxx Designator, Stonepeak or BentallGreenOak, as applicable, is then entitled to designate pursuant to Section 2.1(a), Section 2.1(b), Section 2.1(c), Section 2.1(d) or Section 2.1(e), as applicable, BGLH, the Blackstone Designator Forste Designator, the Xxxxxxxxx Designator, Stonepeak or BentallGreenOak, as applicable, shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BGLH, the Blackstone Designator Forste Designator, the Xxxxxxxxx Designator, Stonepeak or BentallGreenOak shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone BGLH Designee,” “Forste Designee,” “Xxxxxxxxx Designee,” “Stonepeak Designee” and “BentallGreenOak Designee,” as applicable, and, collectively, the “Investor Designees.”. (cg) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal or resignation of any Blackstone BGLH Designee, Forste Designee, Xxxxxxxxx Designee, Stonepeak Designee or BentallGreenOak Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of BGLH, the Blackstone Forste Designator, the Xxxxxxxxx Designator, Stonepeak or BentallGreenOak, as applicable, and the Company shall taketake or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (dh) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereofthereof and otherwise supporting each Investor Designee in a manner no less rigorous and favorable than the manner in which the Company supports any other Director nominee included in the slate of nominees recommended by the Board. In the event that any BGLH Designee, Forste Designee, Xxxxxxxxx Designee, Stonepeak Designee or BentallGreenOak Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), each of the Company and BGLH shall use its best efforts to cause such BGLH Designee, Forste Designee, Xxxxxxxxx Designee, Stonepeak Designee or BentallGreenOak Designee (or a new designee of BGLH, the Forste Designator, the Xxxxxxxxx Designator, Stonepeak or BentallGreenOak, as applicable), as applicable, to be elected to the Board, as soon as possible, and each of the Company and BGLH shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors (including, in the case of BGLH, by providing any necessary consent pursuant to Section 2.1(i)) and/or filling any vacancy on the Board with such BGLH Designee, Forste Designee, Xxxxxxxxx Designee, Stonepeak Designee or BentallGreenOak Designee (or a new designee of BGLH, the Forste Designator, the Xxxxxxxxx Designator, Stonepeak or BentallGreenOak, as applicable), as applicable. For any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Board shall not nominate, in the aggregate, a number of nominees greater than the number of members of the Board. (i) 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 notwithstanding anything to the contrary in this Agreement, for so long as BGLH is entitled to designate a Director pursuant to Section 2.1(a), any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock or pursuant to Section 2.1(h)) shall require the prior written consent of BGLH, delivered in accordance with Section 6.2 of this Agreement. (j) The Company shall present to the Board for approval any proposed Settlement Transaction between the Company and any of BGLH, the Forste Designator, the Xxxxxxxxx Designator, any Stonepeak Entity or any BentallGreenOak Entity, for so long as any director nominated by BGLH, the Forste Designator, the Xxxxxxxxx Designator, Stonepeak or BentallGreenOak (respectively) is serving on the Board, for purposes of exempting such Settlement Transaction under Rule 16b-3 of the Exchange Act to the extent applicable and permitted under Rule 16b-3 of the Exchange Act. For purposes of this Section 2.1(j), “Settlement Transaction” means a transaction pursuant to which the Company or the OP intend to acquire shares of common stock or OP Units held by such entities or persons to provide liquidity in connection with the settlement process coordinated directly or indirectly by BGLH.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners Blackstone Investors collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own hold at least 40% (but less than 50%) of the total aggregate outstanding Class A Common Stock as of on a Fully Exchanged Basis, the record date for such meeting, lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iiiii) if the Pre-IPO Owners Blackstone Investors collectively Beneficially Own hold at least 30% (but less than 40%) of the total aggregate outstanding Class A Common Stock as of on a Fully Exchanged Basis, the record date for such meeting, lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iviii) if the Pre-IPO Owners Blackstone Investors collectively Beneficially Own hold at least 20% (but less than 30%) of the total aggregate outstanding Class A Common Stock as of the record date for such meetingon a Fully Exchanged Basis, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (viv) if the Pre-IPO Owners Blackstone Investors collectively Beneficially Own hold at least 5% (but less than 20%) of the total aggregate outstanding Class A Common Stock as of the record date for such meetingon a Fully Exchanged Basis, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of DirectorsDirectors (in each case, each such person a “Blackstone Designee”). (b) Following the Closing Date, the BL Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-election, the number of BL Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the BL Investors collectively hold at least 40% of the aggregate outstanding Class A Common Stock on a Fully Exchanged Basis, the lowest whole number that is greater than 40% of the Total Number of Directors; (ii) if the BL Investors collectively hold at least 30% (but less than 40%) of the aggregate outstanding Class A Common Stock on a Fully Exchanged Basis, the lowest whole number that is greater than 30% of the Total Number of Directors; (iii) if the BL Investors collectively hold at least 20% (but less than 30%) of the aggregate outstanding Class A Common Stock on a Fully Exchanged Basis, the lowest whole number that is greater than 20% of the Total Number of Directors; and (iv) if the BL Investors collectively hold at least 5% (but less than 20%) of the aggregate outstanding Class A Common Stock on a Fully Exchanged Basis, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors (in each case, each such person a “BL Designee”). (c) If at any time the Blackstone Designator or the BL Designator (each, a “Stockholder Designator”) has designated fewer than the total number of individuals that the Blackstone Designator it is then entitled to designate pursuant to Section 2.1(a)) or Section 2.1(b) hereof, the Blackstone Designator or the BL Designator, as applicable, shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (xi) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (yii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom . (d) Directors are subject to removal pursuant to the applicable provisions of the Amended and Restated Certificate of Incorporation of the Company; provided, however, for as long as this Agreement remains in effect, the Blackstone Designees may only be removed with the consent of the Blackstone Designator shall actually designate pursuant to this and the BL Designees may only be removed with the consent of the BL Designator, in each case delivered in accordance with Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”5.13 hereof. (ce) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal (with or without cause), disqualification, resignation of any or otherwise with respect to the Blackstone DesigneeDesignees or the BL Designees, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator or the BL Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the sameas applicable. (df) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Stockholder Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Stockholder Designee (or a new designee of the applicable Stockholder Designator) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (g) Each Principal Stockholder hereby agrees to vote in favor of and to consent to the Stockholder Designees in connection with each vote taken or written consent executed in connection with the election of Directors to the Board, and each Principal Stockholder agrees not to seek to remove or replace the Stockholder Designees. (h) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the certificate of incorporation or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected exclusively by the holders of one or more classes or series of the Company’s shares other than Common Stock) shall require the prior written consent of the Blackstone Designator and the BL Designator, delivered in accordance with Section 5.13 hereof.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (e) 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 notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 5.13 of this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 40% (but less than 50%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 5% (but less than 20%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of DirectorsDirectors (in each case, each such person a “Blackstone Designee”). For so long as the Directors on the Board are divided into three classes, such Blackstone Designees shall be apportioned among such classes so as to maintain the number of Blackstone Designees in each class as nearly equal as possible. (b) The Founder Investor shall, from and after the date hereof, be entitled to designate one Director to the Board (such person, the “Founder Designee”) for so long as the Founder Investor Beneficially Owns at least 50% of the Common Units Beneficially Owned by the Founder Investor as of the closing of the Sponsor Acquisition (as appropriately adjusted for any stock split, stock dividend, combination, reclassification, recapitalization, merger, consolidation, exchange or the like and including for this purposes any shares of Class A Common Stock acquired by the Founder Investor in exchange for Common Units pursuant to the Exchange Agreement). (c) For so long as the Blackstone Investors, the Accel Investor and their Affiliates Beneficially Own at least 5% of the Total Outstanding Securities, the Blackstone Designator may also designate one non-voting observer to attend meetings of the Board. The Blackstone Designator initially designates Xxxxxx Xxxxx as the non-voting observer. Except to the extent that the Board reasonably determines in good faith that the receipt of such materials would prevent the Company from asserting attorney-client privilege, such non-voting observer shall receive at the same time and in the same manner as the Directors copies of all materials (including copies of meeting minutes) given to Directors in connection with any meetings of the Board and if the Board proposes to act by written consent, the Board shall provide such non-voting observer at the same time and in the same manner with copies of all notices and materials given to any Director in connection with such action. The non-voting observer may be required by the Board to temporarily leave a meeting of the Board if the presence of the non-voting observer would prevent the Company from asserting attorney-client privilege with respect to matters discussed before the Board at such time. (d) If at any time any of the Blackstone Designator or the Founder Investor (collectively, the “Principal Stockholder Designators”, and each a “Principal Stockholder Designator”) has designated fewer than the total number of individuals that the Blackstone Designator it is then entitled to designate pursuant to Section 2.1(a)) or 2.1(b) hereof, the Blackstone Designator Investors or the Founder Investor, as applicable, shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (xi) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (yii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom . (e) Directors are subject to removal pursuant to the applicable provisions of the Amended and Restated Certificate of Incorporation of the Company; provided, however, for as long as this Agreement remains in effect, the Blackstone Designees may only be removed with the consent of the Blackstone Designator shall actually designate pursuant to this and the Founder Designee may only be removed with the consent of the Founder Investor, in each case delivered in accordance with Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”5.13 hereof. (cf) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal (with or without cause), disqualification, resignation of any or otherwise with respect to the Blackstone Designees or the Founder Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone DesignatorDesignator or the Founder Investor, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the sameas applicable. (dg) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Principal Stockholder Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Principal Stockholder Designee (or a new designee of the applicable Principal Stockholder Designator) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (h) Each Principal Stockholder hereby agrees to vote in favor of and to consent to the Blackstone Designees and the Founder Designee in connection with each vote taken or written consent executed in connection with the election of Directors to the Board, and each Principal Stockholder agrees not to seek to remove or replace the Blackstone Designees or the Founder Designee and each Principal Stockholder shall not vote in favor or consent to the removal of the Blackstone Designees or the Founder Designees unless the party entitled to designate such Blackstone Designee or Founder Designee, as applicable, requests such removal, in which case each Principal Stockholder shall vote in favor of or consent to such removal. Each Principal Stockholder may unilaterally (i) waive its rights under and (ii) opt out of the obligations and requirements of this Section 2.1(h) by written notice to the Company to the extent that such group is not eligible to file a Schedule 13G pursuant to the rules promulgated under Section 13(d) of the Exchange Act. (i) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the certificate of incorporation or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected exclusively by the holders of one or more classes or series of the Company’s shares other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 5.13 hereof; provided, however, that in no event shall any such increase or decrease, in any instance, eliminate, abridge, or otherwise modify the right of (i) the Blackstone Designator to designate Blackstone Designees in accordance with Section 2.1(a), without the consent of the Blackstone Investors and (ii) the Founder Investor to designate the Founder Designee in accordance with Section 2.1(b), without the consent of the Founder Investor.

Election of Directors. (a) Following the Closing Date, the Blackstone Stockholder Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon following the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director any Directors and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Stockholder Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total outstanding Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total outstanding Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total outstanding Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total outstanding Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total outstanding Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Stockholder Designator has designated fewer than the total number of individuals that the Blackstone Stockholder Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Stockholder Designator shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Stockholder Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Stockholder Designee.”. (c) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal or resignation of any Blackstone Stockholder Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Stockholder Designator, and the Company shall taketake or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Stockholder Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Stockholder Designee (or a new designee of the Stockholder Designator) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (e) 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 notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of the Stockholder Designator, delivered in accordance with Section 5.13 of this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Stockholder Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-duly authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve his or her term as such without the need for re-election, the number of Blackstone Stockholder Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners Stockholder Entities collectively Beneficially Own 50% or more of the total Common Stock Combined Voting Power as of the record date for such a stockholders’ meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners Stockholder Entities collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Combined Voting Power as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Stockholder Entities collectively Beneficially Own at least 30% (but less than 40%) of the Combined Voting Power as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Stockholder Entities collectively Beneficially Own at least 20% (but less than 30%) of the Combined Voting Power as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Stockholder Entities collectively Beneficially Own at least 10% (but less than 20%) of the Combined Voting Power as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors. For so long as the Directors on the Board are divided into three classes, such Stockholder Designees shall be apportioned among such classes so as to maintain the number of Stockholder Designees in each class as nearly equal as possible. In exercising its rights pursuant to this Section 2.1, the Stockholder Designator shall use its reasonable best efforts to comply with applicable Law, the applicable rules of the Stock Exchange and any contractual obligations of the Company or any of its Subsidiaries in existence at such time. (b) If at any time the Blackstone Stockholder Designator has designated fewer than the total number of individuals that the Blackstone Stockholder Designator is then entitled to designate pursuant to Section 2.1(a)) hereof, the Blackstone Stockholder Designator shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-duly authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall shall, to the fullest extent permitted by applicable Law and the Governing Documents, use its reasonable best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Stockholder Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Stockholder Designee.” (c) Directors are subject to removal pursuant to the applicable provisions of the Amended and Restated Certificate of Incorporation of the Company; provided, however, for as long as this Agreement remains in effect, the Stockholder Designees may only be removed with the consent of the Stockholder Designator, delivered in accordance with Section 5.13 hereof. (cd) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal (with or without cause), disqualification, resignation or otherwise of any Blackstone Stockholder Designee, any individual nominated by or at the direction of the Board or any duly-duly authorized committee thereof to fill such vacancy shall shall, to the fullest extent permitted by applicable Law be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled, as soon as possiblereasonably practicable, by a new designee of the Blackstone Stockholder Designator, and the Company shall taketake or cause to be taken, to the fullest extent permitted by lawapplicable Law, at any time and from time to time, all actions reasonably necessary and within its control to accomplish the same; provided, that, for the avoidance of doubt, the Stockholder Designator shall not have the right to designate a replacement director, and the Company shall not be required to take any action to cause any vacancy to be filled with any such designee, to the extent the election or appointment of such designee would result in a number of directors designated by the Stockholder Designator to be in excess of the number of directors that the Stockholder Designator is then entitled to designate pursuant to Section 2.1(a). (de) The Company shall, to the fullest extent permitted by lawapplicable Law and the Governing Documents, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Stockholder Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall, to the fullest extent permitted by applicable Law, use its reasonable best efforts to cause such Stockholder Designee (or a new designee of the Stockholder Designator) to be elected to the Board, as soon as reasonably practicable, and the Company shall take or cause to be taken, to the fullest extent permitted by applicable Law and Governing Documents, at any time and from time to time, all actions reasonably necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (f) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected exclusively by the holders of one or more classes or series of the Company’s shares other than Common Stock) shall require the prior written consent of the Stockholder Designator, delivered in accordance with Section 5.13 hereof; provided, however, that in no event shall any such increase or decrease, in any instance, eliminate, abridge, or otherwise modify the right of the Stockholder Designator to designate Stockholder Designees in accordance with Section 2.1(a), without the consent of the Stockholder Designator. (g) If at any time the number of directors entitled to be designated as Stockholder Designees pursuant to Section 2.1(a) decreases, the Stockholders shall take all reasonable actions to cause a sufficient number of Stockholder Designees to resign from the Board as soon as reasonably practicable (or, if requested by the Company and agreed to by the Stockholder Designator, by the next stockholder’s meeting for appointment of directors) such that the number of Stockholder Designees after such resignation(s) equals the number of directors the Stockholder Designator would have been entitled to designate pursuant to Section 2.1(a). The Directors remaining in office shall be entitled to decrease the size of the Board to eliminate such vacancy(ies) or any vacancies created by such resignation may remain vacant until the next meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting) or be filled by the Board in accordance with the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws.

Election of Directors. (a) Following the Closing Date, the The Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50at least 30% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest lowest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less number that is greater than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (ivii) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (viii) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (e) 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 notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 4.13 of this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Stockholder Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Stockholder Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock Voting Securities as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Voting Securities as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Stockholder Designator has designated fewer than the total number of individuals that the Blackstone Stockholder Designator is then entitled to designate pursuant to Section 2.1(a)) hereof, the Blackstone Stockholder Designator shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Stockholder Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Stockholder Designee.” (c) Directors are subject to removal pursuant to the applicable provisions of the Amended and Restated Certificate of Incorporation of the Company; provided, however, for as long as this Agreement remains in effect, Stockholder Designees may only be removed without cause with the consent of the Stockholder Designator, delivered in accordance with Section 5.13 hereof. (cd) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal (with or without cause), disqualification, resignation of or other cause with respect to any Blackstone Stockholder Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Stockholder Designator, and the Company shall taketake or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (de) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Stockholder Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Stockholder Designee (or a new designee of the Stockholder Designator) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (f) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the certificate of incorporation or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected exclusively by the holders of one or more classes or series of the Company’s shares other than Common Stock) shall require the prior written consent of the Stockholder Designator, delivered in accordance with Section 5.13 hereof. (g) For so long as the Directors on the Board are divided into three classes, such Stockholder Designees shall be apportioned among such classes so as to maintain the number of such Stockholder Designees in each class as nearly equal as possible.

Election of Directors. (a) Following Each Stockholder hereby agrees to cast all votes to which such Stockholder is entitled in respect of the Closing DateShares, the Blackstone Designator shall have the rightwhether at any annual or special meeting, but not the obligationby written consent or otherwise, to designate, and elect to the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a Board: 2.2.1. A number of individuals such that, upon persons designated by the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing Majority Lead Investors to serve as Directors (the “Lead Investor Directors”) such without that the need for re-electionLead Investor Directors constitute a majority of the directors on the Board (there shall initially be four (4) Lead Investor Directors, the which persons shall be Xxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxx Xxxxxxxx and Xxxx Xxxxxxxxxx); and 2.2.2. A number of Blackstone Designees (as defined below) serving persons designated to serve as Directors (the “Other Investor Directors”) by (A) prior to the date upon which any of the Company will be equal to: (i) if Remedy Founders Group or the Pre-IPO Owners collectively Beneficially Own 50% or more of LHP Holding Group ceases to beneficially own in the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own aggregate at least 40% thirty three and one-third percent (but less than 5033 1/3%) of the total Common Stock as Equivalent Shares owned by them on the Effective Date, by a vote of the record date for such meetingRemedy Founders (on behalf of the Remedy Founders Group) and LHP Holding (on behalf of the LHP Holding Group), 40with 50% of such vote held by each of the Total Number Remedy Founders Group and the LHP Holding Group, and (B) following the date on which either of Directors, rounded down the Remedy Founders Group or the LHP Holding Group ceases to beneficially own in the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own aggregate at least 30% thirty three and one-third percent (but less than 4033 1/3%) of the total Common Stock as Equivalent Shares owned by them on the Effective Date, the holders of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% sixty percent (but less than 3060%) of the total shares of capital stock of the Company (calculated on an as-converted to Common Stock as basis) not held by the Lead Investors, such that the number of Other Investor Directors represents a minority of the record date for such meetingdirectors on the Board, either (A) 20% but is otherwise proportionate to the ownership of the Total Number of Other Investors as compared to the Lead Investors (there shall initially be three (3) Other Investor Directors, rounded down to which persons shall initially be Xxxxx Xxxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxx); provided, that in the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number event that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwiseis decreased and as a result there are less than three (3) Other Investor Directors, the Majority Other Investors shall be entitled to appoint a number of non-voting observers to the Board (each, an “Other Investor Board Observer”) such that the total number of Other Investor Directors when combined with the total number of Other Investor Board Observers is no less than three (3). Each Other Investor Board Observer shall be entitled to receive timely invitations to, and (y) cause attend, all meetings of the election Board and, in this respect, the Company shall give each such Other Investor Board Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such additional designees directors; provided, however, that such representative shall agree to fill hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude any Other Investor Board Observer from any meeting or portion thereof if access to such newlyinformation or attendance at such meeting would reasonably be expected to adversely affect the attorney-created vacancies client privilege between the Company and its counsel or to fill any other existing vacanciesresult in disclosure of trade secrets or a material conflict of interest. Each such individual whom the Blackstone Designator shall actually designate No Director elected pursuant to this Section 2.1 and who 2.2 may be removed from office unless such removal is thereafter elected and qualifies directed or approved by the affirmative vote of the Persons entitled to designate such Director pursuant to this Section 2.2. If any Director shall cease for any reason to serve as a Director Director, the vacancy resulting thereby shall be referred to herein as a “Blackstone Designee”. (c) In the event that a vacancy is created at any time filled by another person selected by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction affirmative vote of the Board or any duly-authorized committee thereof Persons entitled to fill designate such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated Director pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof2.2.

Election of Directors. (a) Following the Second Closing Date, the Blackstone CD&R Designator shall have the right, but not the obligation, to designate, and the designate a number of individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone CD&R Designees (as defined below) serving as Directors of the Company will be equal to the lowest whole number of Directors that is greater than or equal to: (i1) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to Directors until such time as the nearest whole number; (iii) if the Pre-IPO Owners collectively CD&R Parties no longer Beneficially Own at least 3040% (but less than 40%) of the total Common Stock as of the record date for such meeting, Adjusted Ordinary Shares; (2) 30% of the Total Number of Directors, rounded down to Directors for so long as the nearest whole number; (iv) if the Pre-IPO Owners collectively CD&R Parties Beneficially Own at least 2030% (but less than 30%) no longer Beneficially Own at least 40% of the total Common Stock as of the record date for such meeting, either Adjusted Ordinary Shares; (A3) 20% of the Total Number of Directors, rounded down to Directors for so long as the nearest whole number, if CD&R Parties Beneficially Own at least 20% but no longer Beneficially Own at least 30% of the Total Number of Directors is 10 or greater, or Adjusted Ordinary Shares; and (B4) the lowest whole number that is greater than 2010% of the Total Number of Directors if for so long as the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively CD&R Parties Beneficially Own at least 5% (but less than no longer Beneficially Own at least 20%) % of the total Common Stock Adjusted Ordinary Shares. Following the First Closing Date but prior to the Second Closing Date, the CD&R Designator shall have the right, but not the obligation, to designate a number of individuals for election as Directors such that, upon the election of each such individual, and each other individual nominated by or at the direction of the record date Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for such meetingre-election, the number of CD&R Designees serving as Directors of the Company will be equal to the lowest whole number of Directors that is greater than 10or equal to 16 2/3% of the Total Number of Directors. (b) From the First Closing until the Second Closing and thereafter until such time that the CD&R Parties no longer Beneficially Own at least 30% of the Adjusted Ordinary Shares, (i) the Company shall establish and maintain a committee of the Board, consisting of two directors (both of whom shall be CD&R Designees designated by the CD&R Designator), delegated with the sole power and authority to identify and appoint a Chairman of the Board pursuant to the Articles, and (ii) such committee shall not be dissolved without the prior written consent of the CD&R Designator. (c) For at least one year following the Second Closing Date, at least one of the Directors designated for nomination by the CD&R Designator shall be an Independent Director if the CD&R Designator has the right to designate for nomination at least four Directors pursuant to this Section 2.2. (d) If at any time the Blackstone CD&R Designator has designated fewer than the total number of individuals that the Blackstone CD&R Designator is then entitled to designate pursuant to Section 2.1(a2.2(a), the Blackstone CD&R Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone CD&R Designator shall actually designate pursuant to this Section 2.1 2.2 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone CD&R Designee”. (ce) In the event that If a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone CD&R Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone CD&R Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (df) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders shareholders called for the purpose of electing directorsDirectors, the persons designated pursuant to this Section 2.1 2.2 and use its reasonable best efforts to cause the election of each such designee to the BoardBoard at such meeting, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (g) In addition to any vote or consent of the Board or the shareholders of the Company required by applicable Law or the memorandum and articles of association of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors shall require the prior written consent of the CD&R Designator, delivered in accordance with Section 3.12 of this Agreement. (h) The CD&R Designator shall notify the Company of the identity of the proposed CD&R Designees, in writing, on or before the time such information is reasonably requested by the Board or the Nominating and Corporate Governance Committee for inclusion in a proxy statement for a meeting of shareholders, together with all information about the proposed CD&R Designees as shall be reasonably requested by the Board or the Nominating and Corporate Governance Committee. (i) Notwithstanding anything to the contrary herein, the CD&R Designator shall not be entitled to designate any CD&R Designee pursuant to Section 2.2(a) to the Board if the Board or the Nominating and Corporate Governance Committee reasonably determines that (i) the election of such CD&R Designee to the Board would cause the Company to not be in compliance with applicable Law (but, if the compliance relates to the lack of independence of the proposed CD&R Designee, only, after receiving the consent of the CD&R Designator pursuant to Section 2.2(g), after first increasing the size of the Board and appointing any necessary independent Directors to fill such newly created vacancies) or (ii) such CD&R Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any order, decree or judgment of any Governmental Authority prohibiting service as a director of any public company. In any such case described in clauses (i) or (ii) of the immediately preceding sentence, the CD&R Designator shall withdraw the designation of such proposed CD&R Designee, and, subject to the requirements of this Section 2.2(i), be permitted to designate a replacement therefor (which replacement CD&R Designee will also be subject to the requirements of this Section 2.2(i)). Subject to applicable NYSE listing standards (or other applicable requirements of any relevant stock exchange) or applicable Law, in no event shall any such CD&R Designee’s actual or potential lack of independence resulting from its relationship with a CD&R Entity (other than with respect to the Independent Director appointed pursuant to Section 2.2(c)) be considered to disqualify such CD&R Designee from being a member of the Board pursuant to this Section 2.2. If requested by the Nominating and Corporate Governance Committee, the CD&R Designator shall consult with the Nominating and Corporate Governance Committee regarding its potential CD&R Designees prior to designating any CD&R Designee pursuant to Section 2.2(a) and shall provide to the Nominating and Corporate Governance Committee such information about the CD&R Designee as shall be reasonably requested by the Nominating and Governance Committee, including information of the type that the Nominating and Corporate Governance Committee requests from the other directors of the Company. (j) Upon the First Closing Date, the Company shall promptly upon the request of the CD&R Designator cause each committee of the Board to be comprised of a percentage of CD&R Designees in the manner consistent with Section 2.2(a), in each case to the extent permitted under applicable NYSE listing standards (or other applicable requirements of any relevant stock exchange) or applicable Law. (k) Without limiting other circumstances in which the CD&R Designees may be required to recuse themselves under applicable Law, the CD&R Designator shall cause the CD&R Designees to recuse themselves from any decisions of the Board regarding (i) any adjustment to the Conversion Price of the Preferred Shares as contemplated by Section 9 of the Authorizing Resolutions, (ii) whether to pay Preferred Dividends (as defined in the Authorizing Resolutions) in cash as contemplated by Section 4 of the Authorizing Resolutions (it being understood that if prior to the applicable payment date the Directors (excluding the CD&R Designees) do not approve the payment of Preferred Dividends in cash, then, to the extent the Company may lawfully implement the same, the Company shall issue Preferred Shares pursuant to a Capitalisation Issue (as defined in the Authorizing Resolutions) in accordance with the Authorizing Resolutions; (iii) whether to require a conversion of the Preferred Shares as contemplated by Section 6(a)(ii) of the Authorizing Resolutions; (iv) whether to amend the terms of the Preferred Shares pursuant to Section 12(b) of the Authorizing Resolutions; or (v) any dispute with respect to the Investment Agreement; provided, however, that, in each case, prior to any vote upon or discussion of any such action or determination, the CD&R Designees shall be afforded the right to present to the remaining Directors their opinion, and the basis for such opinion, with respect to such determination. (l) As promptly as reasonable practicable following the request of any CD&R Designee, the Company shall enter into an indemnification agreement with such CD&R Designee, in the form entered into with the other members of the Board.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners Blackstone Investors collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Blackstone Investors collectively Beneficially Own at least 40% (but less than 50%) of the Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Blackstone Investors collectively Beneficially Own at least 30% (but less than 40%) of the Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Blackstone Investors collectively Beneficially Own at least 20% (but less than 30%) of the Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Blackstone Investors collectively Beneficially Own at least 5% (but less than 20%) of the Voting Securities as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of DirectorsDirectors (in each case, each such person a “Blackstone Designee”). For so long as the Directors on the Board are divided into three classes, such Blackstone Designees shall be apportioned among such classes so as to maintain the number of Blackstone Designees in each class as nearly equal as possible. (b) Each of the New Mountain Partners Investor and the GIC Investor shall, from and after the date hereof, be entitled to designate one Director to the Board (such person, the “New Mountain Partners Designee” and the “GIC Designee”, respectively) for so long as such Co-Investor Beneficially Owns at least 5% of the Voting Securities. (c) For so long as a Co-Investor Beneficially Owns at least 5% of the Voting Securities, such Co-Investor may also designate one non-voting observer to attend meetings of the Board, respectively. Each such non-voting observer shall receive at the same time and in the same manner as the Directors copies of all materials (including copies of meeting minutes) given to Directors in connection with any meetings of the Board and if the Board proposes to act by written consent, the Board shall provide such non-voting observer at the same time and in the same manner with copies of all notices and materials given to any Director in connection with such action. (d) If at any time any of the Blackstone Designator Designator, the New Mountain Partners Investor or the GIC Investor (collectively, the “Stockholder Designators”, and each a “Stockholder Designator”) has designated fewer than the total number of individuals that the Blackstone Designator it is then entitled to designate pursuant to Section 2.1(a)) or 2.1(b) hereof, the Blackstone Designator Investors, the New Mountain Partners Investor or the GIC Investor, as applicable, shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (xi) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (yii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”. (ce) Directors are subject to removal pursuant to the applicable provisions of the Amended and Restated Certificate of Incorporation of the Company; provided, however, for as long as this Agreement remains in effect, the Blackstone Designees may only be removed with the consent of the Blackstone Designator, the New Mountain Partners Designee may only be removed with the consent of the New Mountain Partners Investor and the GIC Designee may only be removed with the consent of the GIC Investor, in each case delivered in accordance with Section 5.13 hereof. (f) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal (with or without cause), disqualification, resignation of any or otherwise with respect to the Blackstone Designees, the New Mountain Partners Designee or the GIC Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall takeNew Mountain Partners Investor or the GIC Investor, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the sameas applicable. (dg) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Stockholder Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Stockholder Designee (or a new designee of the applicable Stockholder Designator) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (h) Each Stockholder hereby agrees to vote in favor of and to consent to the Blackstone Designees, the New Mountain Partners Designee and GIC Designee in connection with each vote taken or written consent executed in connection with the election of Directors to the Board, and each Stockholder agrees not to seek to remove or replace the Blackstone Designees, the New Mountain Partners Designee or the GIC Designee. Each Stockholder may unilaterally (i) waive its rights under and (ii) opt out of the obligations and requirements of this Section 2.1(h) by written notice to the Company to the extent that such group is not eligible to file a Schedule 13G pursuant to the rules promulgated under Section 13(d) of the Exchange Act. (i) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the certificate of incorporation or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected exclusively by the holders of one or more classes or series of the Company’s shares other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 5.13 hereof; provided, however, that in no event shall any such increase or decrease, in any instance, eliminate, abridge, or otherwise modify the right of (i) the Blackstone Designator to designate Blackstone Designees in accordance with Section 2.1(a), without the consent of the Blackstone Investors, (ii) the New Mountain Partners Investor to designate the New Mountain Partners Designee in accordance with Section 2.1(b), without the consent of the New Mountain Partners Investor and (iii) the GIC Investor to designate the GIC Designee in accordance with Section 2.1(b) without the consent of the GIC Investor.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 40% (but less than 50%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 5% (but less than 20%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of DirectorsDirectors (in each case, each such person a “Blackstone Designee”). For so long as the Directors on the Board are divided into three classes, such Blackstone Designees shall be apportioned among such classes so as to maintain the number of Blackstone Designees in each class as nearly equal as possible. (b) The Founder Investor shall, from and after the date hereof, be entitled to designate one Director to the Board (such person, the “Founder Designee”) for so long as the Founder Investor Beneficially Owns at least 50% of the Common Units Beneficially Owned by the Founder Investor as of the closing of the Sponsor Acquisition (as appropriately adjusted for any stock split, stock dividend, combination, reclassification, recapitalization, merger, consolidation, exchange or the like and including for this purposes any shares of Class A Common Stock acquired by the Founder Investor in exchange for Common Units pursuant to the Exchange Agreement). (c) For so long as the Blackstone Investors, the Accel Investor and their Affiliates Beneficially Own at least 5% of the Total Outstanding Securities, the Blackstone Designator may also designate one non-voting observer to attend meetings of the Board. The Blackstone Designator initially designates Xxxxxx Xxxxx as the non-voting observer. Except to the extent that the Board reasonably determines in good faith that the receipt of such materials would prevent the Company from asserting attorney-client privilege, such non-voting observer shall receive at the same time and in the same manner as the Directors copies of all materials (including copies of meeting minutes) given to Directors in connection with any meetings of the Board and if the Board proposes to act by written consent, the Board shall provide such non-voting observer at the same time and in the same manner with copies of all notices and materials given to any Director in connection with such action. The non-voting observer may be required by the Board to temporarily leave a meeting of the Board if the presence of the non-voting observer would prevent the Company from asserting attorney-client privilege with respect to matters discussed before the Board at such time. (d) For so long as the Accel Investor and its Affiliates Beneficially Own at least 50% of the Common Units Beneficially Owned by the Accel Investor or its Affiliates as of the closing of Sponsor Acquisition (as appropriately adjusted for any stock split, stock dividend, combination, reclassification, recapitalization, merger, consolidation, exchange or the like and including for this purpose any shares of Class A Common Stock acquired by the Accel Investor in exchange for Common Units pursuant to the Exchange Agreement or in connection with the Reorganization Transactions (as defined in the LP Agreement)), the Accel Investor may designate one non-voting observer to attend meetings of the Board. Any non-voting observer will be a partner of the Accel Investor with primary responsibility for the Accel Investor’s investment in the Company or another designee of the Accel Investor approved in advance by the Blackstone Designator, which consent will not be unreasonably withheld. Except to the extent that the Board reasonably determines in good faith that (x) the receipt of such materials would prevent the Company from asserting attorney-client privilege or (y) such materials relate to the consideration by the Board of a transaction in which the Accel Investor or any of its Affiliates have a conflict of interest, such non-voting observer shall receive at the same time and in the same manner as the Directors copies of all materials (including copies of meeting minutes) given to Directors in connection with any meetings of the Board and if the Board proposes to act by written consent, the Board shall provide such non-voting observer at the same time and in the same manner with copies of all notices and materials given to any Director in connection with such action. The non-voting observer may be required by the Board to temporarily leave a meeting of the Board if the presence of the non-voting observer would prevent the Company from asserting attorney-client privilege with respect to matters discussed before the Board at such time. (e) If at any time any of the Blackstone Designator or the Founder Investor (collectively, the “Principal Stockholder Designators”, and each a “Principal Stockholder Designator”) has designated fewer than the total number of individuals that the Blackstone Designator it is then entitled to designate pursuant to Section 2.1(a)) or 2.1(b) hereof, the Blackstone Designator Investors or the Founder Investor, as applicable, shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (xi) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (yii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom . (f) Directors are subject to removal pursuant to the applicable provisions of the Amended and Restated Certificate of Incorporation of the Company; provided, however, for as long as this Agreement remains in effect, the Blackstone Designees may only be removed with the consent of the Blackstone Designator shall actually designate pursuant to this and the Founder Designee may only be removed with the consent of the Founder Investor, in each case delivered in accordance with Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”5.13 hereof. (cg) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal (with or without cause), disqualification, resignation of any or otherwise with respect to the Blackstone Designees or the Founder Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone DesignatorDesignator or the Founder Investor, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the sameas applicable. (dh) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Principal Stockholder Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Principal Stockholder Designee (or a new designee of the applicable Principal Stockholder Designator) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (i) Each Principal Stockholder hereby agrees to vote in favor of and to consent to the Blackstone Designees and the Founder Designee in connection with each vote taken or written consent executed in connection with the election of Directors to the Board, and each Principal Stockholder agrees not to seek to remove or replace the Blackstone Designees or the Founder Designee and each Principal Stockholder shall not vote in favor or consent to the removal of the Blackstone Designees or the Founder Designees unless the party entitled to designate such Blackstone Designee or Founder Designee, as applicable, requests such removal, in which case each Principal Stockholder shall vote in favor of or consent to such removal. Each Principal Stockholder may unilaterally (i) waive its rights under and (ii) opt out of the obligations and requirements of this Section 2.1(i) by written notice to the Company to the extent that such group is not eligible to file a Schedule 13G pursuant to the rules promulgated under Section 13(d) of the Exchange Act. (j) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the certificate of incorporation or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected exclusively by the holders of one or more classes or series of the Company’s shares other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 5.13 hereof; provided, however, that in no event shall any such increase or decrease, in any instance, eliminate, abridge, or otherwise modify the right of (i) the Blackstone Designator to designate Blackstone Designees in accordance with Section 2.1(a), without the consent of the Blackstone Investors and (ii) the Founder Investor to designate the Founder Designee in accordance with Section 2.1(b), without the consent of the Founder Investor.

Election of Directors. (a) The Shareholder, in its role as the First Reserve Designator, agrees and undertakes to act in accordance with, and give effect to, the instructions of the Investor Parties when exercising any and all of the rights given to the First Reserve Designator specified in this Agreement. (b) Following the Closing Date, the Blackstone First Reserve Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone First Reserve Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own hold 50% or more of the total Common Stock Ordinary Shares as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own hold at least 40% (but less than 50%) of the total Common Stock Ordinary Shares as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own hold at least 30% (but less than 40%) of the total Common Stock Ordinary Shares as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own hold at least 20% (but less than 30%) of the total Common Stock Ordinary Shares as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own hold at least 5% (but less than 20%) of the total Common Stock Ordinary Shares as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (bc) If at any time the Blackstone First Reserve Designator has designated fewer than the total number of individuals that the Blackstone First Reserve Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone First Reserve Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone First Reserve Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone First Reserve Designee”. (cd) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone First Reserve Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone First Reserve Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (de) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders shareholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (f) In addition to any vote or consent of the Board or the shareholders of the Company required by applicable Law or the memorandum and articles of association of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Ordinary Shares) shall require the prior written consent of the First Reserve Designator, delivered in accordance with Section 5.13 of this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Shareholder Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon following the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director any Directors and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Shareholder Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Shareholder Designator has designated fewer than the total number of individuals that the Blackstone Shareholder Designator is then entitled to designate pursuant to Section 2.1(a)) hereof, the Blackstone Shareholder Designator shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Shareholder Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Shareholder Designee.”. (c) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal or resignation of any Blackstone Shareholder Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Shareholder Designator, and the Company shall taketake or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders shareholders called for the purpose of electing directorsdirectors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Shareholder Designee shall fail to be elected to the Board at any meeting of shareholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Shareholder Designee (or a new designee of the Shareholder Designator) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (e) In addition to any vote or consent of the Board or the shareholders of the Company required by applicable Law or the articles of association or other organizational document of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected exclusively by the holders of one or more classes or series of the Company’s shares other than Ordinary Shares) shall require the prior written consent of the Shareholder Designator, delivered in accordance with Section 5.13 hereof. (f) The Company shall use reasonable endeavors to procure that the Board authorizes, in accordance with the Company’s articles of association, any direct or indirect interest of the Shareholder Designee that conflicts, or may possibly conflict, with the interests of the Company and that arises solely in consequence of such Shareholder Designee being a director, manager, officer, employee or member of, or partner in, any of the Shareholder Entities. The provisions of this Section 2.1(f) are not intended to apply, and do not apply, to any actual or possible conflict that may arise in consequence of such Shareholder Designee being a director, officer or employee of any other entity that is an operating Subsidiary of any of the Shareholder Entities.

Election of Directors. (a) Following the Closing Date, the Company shall take all such action in accordance with this Agreement as shall be necessary to ensure that (1) the number of Blackstone Designees serving as Directors of the Company will be equal to: (i) if the Blackstone Entities collectively Beneficially Own 50% or more of the total Outstanding Exeter Interests, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Blackstone Entities collectively Beneficially Own at least 40% (but less than 50%) of the total Outstanding Exeter Interests, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Blackstone Entities collectively Beneficially Own at least 30% (but less than 40%) of the total Outstanding Exeter Interests, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Blackstone Entities collectively Beneficially Own at least 20% (but less than 30%) of the total Outstanding Exeter Interests, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Blackstone Entities collectively Beneficially Own at least 5% (but less than 20%) of the total Outstanding Exeter Interests, the lowest whole number that is greater than 10% of the Total Number of Directors and (2) so long as the Navigation Entities collectively Beneficially Own at least 5% of the total Outstanding Exeter Interests, one Navigation Designee shall serve as a Director of the Company. In furtherance of the foregoing, in connection with any vote or consent of the stockholders of the Company with respect to the election of Directors, the Blackstone Designator and Navigation, as applicable, shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, Board as a Director Director, and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) and Navigation Designees serving as Directors of the Company will be equal to: (i) if to the Pre-IPO Owners collectively number of Blackstone Designees and Navigation Designees required by the preceding sentence, determined based on the total Outstanding Exeter Interests that are Beneficially Own 50% or more Owned by each of the total Common Stock Blackstone Entities collectively and the Navigation Entities collectively as of the record date for such vote or consent. The Company shall, to the fullest extent permitted by Law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, the persons designated pursuant to this Section 2.1(a) and use its best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Blackstone Designee or Navigation Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), 50% of the Company shall use is best efforts to cause the Blackstone Designee or Navigation Designee, as the case may be (or a new designee), to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors, rounded down . Each individual whom the Blackstone Designator shall actually designate pursuant to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock this Section 2.1 and who is thereafter elected and qualifies to serve as of the record date for such meeting, 40% of the Total Number of Directors, rounded down a Director shall be referred to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock herein as of the record date for such meeting, 30% of the Total Number of Directors, rounded down a “Blackstone Designee,” and each individual whom Navigation shall actually designate pursuant to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock this Section 2.1 and who is thereafter elected and qualifies to serve as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down a Director shall be referred to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock herein as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directorsa “Navigation Designee.” (b) If at any time any of the Blackstone Designator or Navigation has designated fewer than the total number of individuals that the Blackstone Designator it is then entitled to designate pursuant to Section 2.1(a)) hereof, the Blackstone Designator Entities or Navigation, as applicable, shall have the right right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (xi) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (yii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Directors are subject to removal pursuant to the applicable provisions of the certificate of incorporation of the Company; provided, however, for as long as this Agreement remains in effect, other than for cause, the Blackstone Designees may only be removed with the consent of the Blackstone Designator and the Navigation Designee may only be removed with the consent of Navigation, in each case delivered in accordance with Section 5.13 hereof. (d) In the event that a vacancy is created at any time by the death, disability, retirement retirement, removal (with or without cause), disqualification, resignation or removal of any Blackstone DesigneeDesignee or Navigation Designee or by an increase in the size of the Board, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by by, a new designee of the Blackstone Designator, if such Director was designated by the Blackstone Designator, or Navigation, if such Director was designated by Navigation, and the Company shall take, to the fullest extent permitted by lawLaw, at any time and from time to time, all actions necessary to accomplish the same. (de) The Company shall, Each Investor Party hereby agrees to vote in favor of and to consent to the fullest extent permitted by law, include Blackstone Designees and the Navigation Designee in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause connection with each vote taken or written consent executed in connection with the election of each such designee Directors to the Board, including nominating and each such individual Investor Party agrees not to be seek to remove or replace the Blackstone Designees or the Navigation Designee. (f) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the certificate of incorporation or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected as a Director as provided hereinexclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of the Blackstone Designator, recommending such individual’s election and soliciting proxies or consents delivered in favor thereofaccordance with Section 5.13 hereof.

Election of Directors. (a) The Shareholder, in its role as the First Reserve Designator, agrees and undertakes to act in accordance with, and give effect to, the instructions of the Investor Parties when exercising any and all of the rights given to the First Reserve Designator specified in this Agreement. (b) Following the Closing Date, the Blackstone First Reserve Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone First Reserve Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own hold 50% or more of the total Common Stock Ordinary Shares as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own hold at least 40% (but less than 50%) of the total Common Stock Ordinary Shares as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own hold at least 30% (but less than 40%) of the total Common Stock Ordinary Shares as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own hold at least 20% (but less than 30%) of the total Common Stock Ordinary Shares as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own hold at least 5% (but less than 20%) of the total Common Stock Ordinary Shares as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (bc) If at any time the Blackstone First Reserve Designator has designated fewer than the total number of individuals that the Blackstone First Reserve Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone First Reserve Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone First Reserve Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone First Reserve Designee.”. (cd) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone First Reserve Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone First Reserve Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (de) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders shareholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (f) In addition to any vote or consent of the Board or the shareholders of the Company required by applicable Law or the memorandum and articles of association of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Ordinary Shares) shall require the prior written consent of the First Reserve Designator, delivered in accordance with Section 5.13 of this Agreement.

Election of Directors. (a) Following the Second Closing Date, the Blackstone CD&R Designator shall have the right, but not the obligation, to designate, and the designate a number of individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone CD&R Designees (as defined below) serving as Directors of the Company will be equal to the lowest whole number of Directors that is greater than or equal to: (i1) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to Directors until such time as the nearest whole number; (iii) if the Pre-IPO Owners collectively CD&R Parties no longer Beneficially Own at least 3040% (but less than 40%) of the total Common Stock as of the record date for such meeting, Adjusted Ordinary Shares; (2) 30% of the Total Number of Directors, rounded down to Directors for so long as the nearest whole number; (iv) if the Pre-IPO Owners collectively CD&R Parties Beneficially Own at least 2030% (but less than 30%) no longer Beneficially Own at least 40% of the total Common Stock as of the record date for such meeting, either Adjusted Ordinary Shares; (A3) 20% of the Total Number of Directors, rounded down to Directors for so long as the nearest whole number, if CD&R Parties Beneficially Own at least 20% but no longer Beneficially Own at least 30% of the Total Number of Directors is 10 or greater, or Adjusted Ordinary Shares; and (B4) the lowest whole number that is greater than 2010% of the Total Number of Directors if for so long as the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively CD&R Parties Beneficially Own at least 5% (but less than no longer Beneficially Own at least 20%) % of the total Common Stock Adjusted Ordinary Shares. Following the First Closing Date but prior to the Second Closing Date, the CD&R Designator shall have the right, but not the obligation, to designate a number of individuals for election as Directors such that, upon the election of each such individual, and each other individual nominated by or at the direction of the record date Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for such meetingre-election, the number of CD&R Designees serving as Directors of the Company will be equal to the lowest whole number of Directors that is greater than 10or equal to 16 2/3% of the Total Number of Directors. (a) From the First Closing until the Second Closing and thereafter until such time that the CD&R Parties no longer Beneficially Own at least 30% of the Adjusted Ordinary Shares, (i) the Company shall establish and maintain a committee of the Board, consisting of two directors (both of whom shall be CD&R Designees designated by the CD&R Designator), delegated with the sole power and authority to identify and appoint a Chairman of the Board pursuant to the Articles, and (ii) such committee shall not be dissolved without the prior written consent of the CD&R Designator. (b) For at least one year following the Second Closing Date, at least one of the Directors designated for nomination by the CD&R Designator shall be an Independent Director if the CD&R Designator has the right to designate for nomination at least four Directors pursuant to this Section 2.2. (c) If at any time the Blackstone CD&R Designator has designated fewer than the total number of individuals that the Blackstone CD&R Designator is then entitled to designate pursuant to Section 2.1(a2.2(a), the Blackstone CD&R Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone CD&R Designator shall actually designate pursuant to this Section 2.1 2.2 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone CD&R Designee”. (cd) In the event that If a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone CD&R Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone CD&R Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (de) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders shareholders called for the purpose of electing directorsDirectors, the persons designated pursuant to this Section 2.1 2.2 and use its reasonable best efforts to cause the election of each such designee to the BoardBoard at such meeting, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (f) In addition to any vote or consent of the Board or the shareholders of the Company required by applicable Law or the memorandum and articles of association of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors shall require the prior written consent of the CD&R Designator, delivered in accordance with Section 3.12 of this Agreement. (g) The CD&R Designator shall notify the Company of the identity of the proposed CD&R Designees, in writing, on or before the time such information is reasonably requested by the Board or the Nominating and Corporate Governance Committee for inclusion in a proxy statement for a meeting of shareholders, together with all information about the proposed CD&R Designees as shall be reasonably requested by the Board or the Nominating and Corporate Governance Committee. (h) Notwithstanding anything to the contrary herein, the CD&R Designator shall not be entitled to designate any CD&R Designee pursuant to Section 2.2(a) to the Board if the Board or the Nominating and Corporate Governance Committee reasonably determines that (i) the election of such CD&R Designee to the Board would cause the Company to not be in compliance with applicable Law (but, if the compliance relates to the lack of independence of the proposed CD&R Designee, only, after receiving the consent of the CD&R Designator pursuant to Section 2.2(g), after first increasing the size of the Board and appointing any necessary independent Directors to fill such newly created vacancies) or (ii) such CD&R Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any order, decree or judgment of any Governmental Authority prohibiting service as a director of any public company. In any such case described in clauses (i) or (ii) of the immediately preceding sentence, the CD&R Designator shall withdraw the designation of such proposed CD&R Designee, and, subject to the requirements of this Section 2.2(i), be permitted to designate a replacement therefor (which replacement CD&R Designee will also be subject to the requirements of this Section 2.2(i)). Subject to applicable NYSE listing standards (or other applicable requirements of any relevant stock exchange) or applicable Law, in no event shall any such CD&R Designee’s actual or potential lack of independence resulting from its relationship with a CD&R Entity (other than with respect to the Independent Director appointed pursuant to Section 2.2(c)) be considered to disqualify such CD&R Designee from being a member of the Board pursuant to this Section 2.2. If requested by the Nominating and Corporate Governance Committee, the CD&R Designator shall consult with the Nominating and Corporate Governance Committee regarding its potential CD&R Designees prior to designating any CD&R Designee pursuant to Section 2.2(a) and shall provide to the Nominating and Corporate Governance Committee such information about the CD&R Designee as shall be reasonably requested by the Nominating and Governance Committee, including information of the type that the Nominating and Corporate Governance Committee requests from the other directors of the Company. (i) Upon the First Closing Date, the Company shall promptly upon the request of the CD&R Designator cause each committee of the Board to be comprised of a percentage of CD&R Designees in the manner consistent with Section 2.2(a), in each case to the extent permitted under applicable NYSE listing standards (or other applicable requirements of any relevant stock exchange) or applicable Law. (j) Without limiting other circumstances in which the CD&R Designees may be required to recuse themselves under applicable Law, the CD&R Designator shall cause the CD&R Designees to recuse themselves from any decisions of the Board regarding (i) any adjustment to the Conversion Price of the Preferred Shares as contemplated by Section 9 of the Authorizing Resolutions, (ii) whether to pay Preferred Dividends (as defined in the Authorizing Resolutions) in cash as contemplated by Section 4 of the Authorizing Resolutions (it being understood that if prior to the applicable payment date the Directors (excluding the CD&R Designees) do not approve the payment of Preferred Dividends in cash, then, to the extent the Company may lawfully implement the same, the Company shall issue Preferred Shares pursuant to a Capitalisation Issue (as defined in the Authorizing Resolutions) in accordance with the Authorizing Resolutions; (iii) whether to require a conversion of the Preferred Shares as contemplated by Section 6(a)(ii) of the Authorizing Resolutions; (iv) whether to amend the terms of the Preferred Shares pursuant to Section 12(b) of the Authorizing Resolutions; or (v) any dispute with respect to the Investment Agreement; provided, however, that, in each case, prior to any vote upon or discussion of any such action or determination, the CD&R Designees shall be afforded the right to present to the remaining Directors their opinion, and the basis for such opinion, with respect to such determination. (k) As promptly as reasonable practicable following the request of any CD&R Designee, the Company shall enter into an indemnification agreement with such CD&R Designee, in the form entered into with the other members of the Board.

Election of Directors. (a) Following the Closing Dateclosing date of the IPO, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors. (b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (e) 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 notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 4.13 of this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator Imperium shall have the right, right (but not the obligation, ) pursuant to designate, and this Agreement to designate or nominate to the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall includeBoard, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or designees equal to at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: least (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to for so long as the nearest whole number; (iii) if the Pre-IPO Owners Imperium Entities collectively Beneficially Own at least 30beneficially own, directly or indirectly, 40% (or more, but less than 4050%) , of the total Common Stock as voting power of all shares of the record date for such meeting, Company’s capital stock entitled to vote generally in the election of directors (which shall be two (2) Directors with the initial Board size of five (5) Directors at the Closing Date); (ii) 30% of the Total Number of Directors, rounded down for so long as the Imperium Entities collectively beneficially own, directly or indirectly, 30% or more, but less than 40%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the nearest whole numberelection of directors (which shall be one (1) Directors with the initial Board size of five (5) Directors at the Closing Date); (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 2025% of the Total Number of Directors, rounded down to for so long as the nearest whole numberImperium Entities collectively beneficially own, if the Total Number of Directors is 10 directly or greaterindirectly, or (B) the lowest whole number that is greater than 20% or more, but less than 30%, of the Total Number voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors (which shall be one (1) Directors if with the Total Number initial Board size of five (5) Directors is less than 10at the Closing Date); and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% one (but less than 20%1) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% Director of the Total Number of Directors, for so long as the Imperium Entities collectively beneficially own, directly or indirectly, 5% or more, but less than 20%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors (which shall be one (1) Director with the initial Board size of five (5) Directors at the Closing Date). (b) If at any time the Blackstone Designator Imperium has designated fewer than the total number of individuals that the Blackstone Designator Imperium is then entitled to designate pursuant to Section 2.1(a)) hereof, the Blackstone Designator Imperium shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the appointment or election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the appointment or election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator Imperium shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a an “Blackstone Imperium Designee.” (c) The Company and Imperium shall, to the fullest extent permitted by law, take all actions to cause the Board to include the Chief Executive Officer of the Company. (cd) So long as Imperium is entitled to designate one or more designees pursuant to Section 2.1(a), Imperium shall have the right to request the removal of any Imperium Designee (with or without cause) nominated by Imperium, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all necessary action to cause such removal. (e) In the event that a vacancy is created or exists at any time by the death, disability, retirement or resignation of any Blackstone DesigneeImperium Designee or as a result of Imperium not yet designating a person to fill such vacancy or Board seat, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone DesignatorImperium, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including by taking Board action to appoint such Imperium Designee to the Board to fill such vacancy. (df) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (g) 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 notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of Imperium, delivered in accordance with Section 4.13 hereof and any increase in the Total Number of Directors shall result in a corresponding increase in the number of Imperium Designees Imperium are entitled to designate, appoint, elect or otherwise place on the Board pursuant to Section 2.1(a) hereof as is necessary to maintain the appropriate percentage representation on the Board by the Imperium Designees. (h) For so long as Imperium and its Affiliates own more than 5% of the Outstanding Rhodium Interests (on an as-converted to Common Stock basis and subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), Imperium shall have the right to invite up to two (2) representatives to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents and other materials that it provides to the Board at the same time and in the same manner as provided to the Board; provided, however, that the representatives shall agree to hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information or attendance at such meeting if it would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company and its counsel, (ii) result in disclosure of trade secrets or (iii) result in a conflict of interest between Imperium and/or its representatives and the Company.