Common use of Election of Directors Clause in Contracts

Election of Directors. (a) Following the Closing Date, the Blackstone Entities shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have nominated less than the total number of designees that the Blackstone Entities are then entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) to designate such additional individuals nominated by the Blackstone Entities to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx Designee, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, the Summit Entities or Xxxxxxxx, as applicable, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (e) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Sterling Partners shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Sterling Entities collectively beneficially own 50% or more of the Company’s then outstanding shares of Common Stockvoting securities; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Sterling Entities collectively beneficially own 40% or more, but less than 50%, of the Company’s then outstanding shares of Common Stockvoting securities; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Sterling Entities collectively beneficially own 30% or more, but less than 40%, of the Company’s then outstanding shares of Common Stockvoting securities; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Sterling Entities collectively beneficially own 20% or more, but less than 30%, of the Company’s then outstanding shares of Common Stockvoting securities; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Sterling Entities collectively beneficially own 5% or more, but less than 20%, of the Company’s then outstanding shares of Common Stockvoting securities. For purposes of calculating the number of directors that the Blackstone Entities are Sterling Partners is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄41/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At In addition, in the request event that Sterling Partners has the right to designate only one Director pursuant to this Section 2.1(a), then Sterling Partners shall also have the right to designate one additional individual (an “Observer”) to attend all Board meetings; provided that such observer shall not have the right to participate in any vote, consent or other action of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possibleor its committees. (b) In the event that the Blackstone Entities have Sterling Partners has nominated less than the total number of designees that the Blackstone Entities are then Sterling Partners shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities Sterling Partners shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case case, the Company, 313 Acquisition Company and the Directors shall take all necessary corporate corporation action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities Sterling Partners to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by the Blackstone Entities Sterling Partners to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities Sterling Partners shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Sterling Designee.”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx DesigneeDirector designated by Sterling Partners pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone EntitiesSterling Partners, the Summit Entities or Xxxxxxxx, as applicableif such Director was designated by Sterling Partners, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ed) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Sterling Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Stockholders Agreement. (e) Each Sterling Entity agrees, to the fullest extent permitted by applicable Law, to vote, or act by written consent with respect thereto, any shares of Common Stock beneficially owned by it that are entitled to vote in the election of Directors at any meeting of stockholders called for the purpose of electing Directors, to cause the Sterling Designees nominated pursuant to this Section 2.1 to be elected to the Board, and to solicit proxies or consents in favor thereof. (f) Each of the Investor Parties agrees, to the fullest extent permitted by applicable Law, to refrain from voting to remove from the Board, any Director nominated pursuant to this Section 2.1, other than for cause.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities KKR Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners KKR Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners KKR Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners KKR Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; ({iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners KKR Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners KKR Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are KKR Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄411/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have KKR Group has nominated less than the total number of designees that the Blackstone Entities are then KKR Group shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities KKR Group shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case case, the Company, 313 Acquisition Company and the Directors shall take all necessary corporate corporation action, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities KKR Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by the Blackstone Entities KKR Group to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities KKR Group shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone KKR Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx DesigneeDirector designated pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, the Summit Entities or Xxxxxxxx, as applicable, KKR Group as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ed) The Company agrees, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors directors the persons designated pursuant to this Section 2.1 (and to use its best efforts to cause the election of each such designee to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and to solicit soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities KKR Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners KKR Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners KKR Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners KKR Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners KKR Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners KKR Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors Directors that the Blackstone Entities are KKR Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄411/4) Directors shall equate to two (2) Directors) ), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have KKR Group has nominated less than the total number of designees that the Blackstone Entities are then KKR Group shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities KKR Group shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition Company and the Directors shall take all necessary corporate corporation action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities KKR Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) to designate such additional individuals nominated by the Blackstone Entities KKR Group to fill such newly-created vacancies or to fill any other existing vacancies. Each such person individual whom the Blackstone Entities KKR Group shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone KKR Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx DesigneeDirector designated pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, the Summit Entities or Xxxxxxxx, as applicable, KKR Group as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ed) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include the individuals designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors and to use its best efforts to cause the persons designated pursuant to this Section 2.1 (election of each such designee to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and to solicit soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Investor shall have the right, right (but not the obligation, ) pursuant to this Agreement to designate or nominate to the Board a number of designees equal to at least: Board, (i) a majority of the Total Number of two (2) Directors, for so long as the PreInvestor Beneficially Owns, directly or indirectly, thirty-IPO Owners collectively beneficially own 50% five percent (35%) or more of the outstanding voting power of all shares of Common Stockthe Company’s capital stock entitled to vote generally in the election of directors ; and (ii) 40% of one (1) Director, for so long as the Total Number of DirectorsInvestor Beneficially Owns, in the event that the Pre-IPO Owners collectively beneficially own 40% directly or indirectly, ten percent (10%) or more, but less than 50thirty-five percent (35%), of the outstanding voting power of all shares of Common Stock; (iii) 30% of the Total Number of Directors, Company’s capital stock entitled to vote generally in the event election of directors. (b) If at any time the Investor has designated fewer than the total number of individuals that the Pre-IPO Owners collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are Investor is then entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄4Section 2.1(a) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classifiedhereof, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have nominated less than the total number of designees that the Blackstone Entities are then entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities Investor shall have the right, at any time, right to nominate designate such additional designees to individuals which it is entitledentitled to so designate, in which case case, any individuals nominated by or at the Companydirection of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, 313 Acquisition and the Directors Company shall take all necessary corporate action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), use its best efforts to (x) enable the Blackstone Entities to nominate and effect the appointment or election or appointment of such additional individualsdesignees, whether by increasing the size of the Board or otherwise, and (y) to designate cause the appointment or election of such additional individuals nominated by the Blackstone Entities designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such person individual whom the Blackstone Entities Investor shall actually nominate designate pursuant to this Section 2.1 and who is thereafter elected to the Board and qualifies to serve as a Director shall be referred to herein as a an “Blackstone Investor Designee.”. (c) Following So long as the Closing DateInvestor is entitled to designate one or more designees pursuant to Section 2.1(a), (i) the Summit Entities Investor shall have the rightright to request the removal of any Investor Designee (with or without cause) nominated by the Investor, but not from time to time and at any time, from the obligationBoard, to nominate exercisable upon written notice to the Board at least one individual so designated for election as a Director (each Company, and the Company shall take all necessary action to cause such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisitionremoval. (d) In the event that a vacancy is created or exists at any time by the death, retirement disability, retirement, removal or resignation of any Blackstone Designee, Summit Investor Designee or Xxxxxxxx Designeeas a result of the Investor not yet designating a Person to fill such vacancy or Board seat, any individual nominated by or at the remaining Directors direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall, shall use its best efforts to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the such vacancy created thereby to be filled filled, as soon as possible, by a new designee of the Blackstone Entities, the Summit Entities or Xxxxxxxx, as applicable, as soon as possibleInvestor, and the Company hereby agrees to shall take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law)Law, at any time and from time to time, all actions necessary to accomplish the same, including by taking Board action to appoint such Investor Designee to the Board to fill such vacancy. (e) The Company agreesshall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law)Law, to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors directors, the persons Persons designated pursuant to this Section 2.1 (and use its best efforts to cause the election of each such designee to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and to solicit soliciting proxies or consents in favor thereof. The . (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 stock other than Common Stock) shall require the prior written consent of the Investor, and any increase in the Total Number of Directors shall result in a corresponding increase in the number of Investor Designees the Investor is entitled to identify such individual as a Blackstone Designeedesignate, a Summit Designee appoint, elect or a Xxxxxxxx Designee, as applicable, otherwise place on the Board pursuant to this AgreementSection 2.1(a) hereof as is necessary to maintain the appropriate percentage representation on the Board by the Investor Designees.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Blackstone Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄41/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, Entities for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have nominated less than the total number of designees that the Blackstone Entities are then shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by the Blackstone Entities to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Director designated by the Blackstone Designee, Summit Designee or Xxxxxxxx DesigneeEntities pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, if such Director was designated by the Summit Entities or Xxxxxxxx, as applicableBlackstone Entities, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ed) The Company agrees, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Stockholders Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Blackstone Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄41/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have Group has nominated less than the total number of designees that the Blackstone Entities are then Group shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities Group shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case case, the Company, 313 Acquisition Company and the Directors shall take all necessary corporate corporation action, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by the Blackstone Entities Group to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities Group shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Director designated by the Blackstone Designee, Summit Designee or Xxxxxxxx DesigneeGroup pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone EntitiesGroup, if such Director was designated by the Summit Entities or Xxxxxxxx, as applicableBlackstone Group, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ed) The Company agrees, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Stockholders Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Blackstone Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄411/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have Group has nominated less than the total number of designees that the Blackstone Entities are then Group shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities Group shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case case, the Company, 313 Acquisition Company and the Directors shall take all necessary corporate corporation action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by the Blackstone Entities Group to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities Group shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx DesigneeDirector designated pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone EntitiesGroup, if such Director was designated by the Summit Entities or Xxxxxxxx, as applicableBlackstone Group, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ed) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors directors the persons designated pursuant to this Section 2.1 (and to use its best efforts to cause the election of each such designee to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and to solicit soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities The Principal Stockholders (together with any Permitted Assigns who are assigned such rights) shall have the right, but not the obligation, to nominate for election to the Board a an aggregate number of designees designated nominees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors Directors that the Blackstone Entities Principal Stockholders are entitled to designate nominate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄411/4) Directors shall equate to two (2) Directors) ), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At . (b) The Company agrees that the request Board will, to the fullest extent permitted by and subject to applicable Law (including with respect to fiduciary duties under Delaware Law) and stock exchange regulations, take all necessary corporate action so that, , if requested by the Principal Stockholders, individuals nominated by the Principal Stockholders pursuant to Section 2.1(a) hereof and elected or appointed to the Board shall be appointed to serve on each committee of the Blackstone EntitiesBoard in the same proportion as their representation on the Board. In addition, the Company agrees that the Board will, to the fullest extent permitted by and subject to applicable Law (including with respect to fiduciary duties under Delaware Law) and stock exchange regulations, take all necessary corporate action so that, if requested by the Principal Stockholders, a representative designated by the Principal Stockholders shall be appointed as an observer to any committee of the Board to which the Principal Stockholders (i) do not elect to have a representative appointed or (ii) are prohibited by applicable Laws or stock exchange regulations from having a representative appointed, in each case for so long as such Principal Stockholders have the right to nominate at least one (1) director under Section 2.1(a) of this Agreement; provided, however, that any such committee may withhold information or exclude the observer from any meeting (or portion thereof) if, after consultation with counsel, such committee has determined in good faith that access to such information or attendance at such meeting (or portion thereof) by the observer would reasonably be expected to result in the loss of, or adversely affect, any attorney/client privilege. If a committee of the Board is classifiedmake a determination described in the proviso to the previous sentence of this Section 2.1(b), the Blackstone Entities Company shall be entitled to nominate that number of Directors to each class, such promptly notify the Principal Stockholders and the observer that the number committee has made such a determination and the reasons supporting such determination; so long as the Company has used its reasonable best efforts to provide such information to the Principal Stockholders and the observer without the loss of Directors nominated by any such privilege and notified the Blackstone Entities Principal Stockholders and observer that such information has not been provided. Any observer appointed to a committee of the Board shall agree to keep confidential and not disclose, divulge or use for any purpose (other than in each class shall be connection with their role as nearly equal an observer) any confidential information obtained as possiblean observer, except that such observer may disclose confidential information to the Principal Stockholder Entities. (bc) In the event that the Blackstone Entities Principal Stockholders have nominated less than the total number of designees that individuals the Blackstone Entities are then Principal Stockholders shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities Principal Stockholders shall have the right, at any time, to nominate such additional designees individuals to which it is they are entitled, in which case the Company, 313 Acquisition Company agrees that the Company and the Directors shall take all necessary corporate actionwill, to the fullest extent permitted by and subject to applicable Law (including with respect to any fiduciary duties under Delaware law)Law) and stock exchange regulations, take all necessary corporate action to (x) enable the Blackstone Entities Principal Stockholders to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) to designate appoint such additional individuals nominated by the Blackstone Entities Principal Stockholders to fill such newly-created vacancies or to fill any other existing vacancies. For the avoidance of doubt, if the Board declines to appoint such additional individuals nominated by the Principal Stockholders on the ground that, after consultation with counsel, the Board has determined in good faith that appointing such individual would be inconsistent with the Board’s fiduciary duties under applicable Law, then the Principal Stockholders shall be entitled to nominate another individual in accordance with the first sentence of this Section 2.1(c). (d) Each such person individual whom the Blackstone Entities Principal Stockholders shall actually nominate or designate pursuant to this Section 2.1 and who is thereafter elected or appointed to the Board to serve as a Director shall be referred to herein as a “Blackstone Principal Stockholder Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (de) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx Principal Stockholder Designee, the remaining Directors and the Company shall, to the fullest extent permitted by and subject to applicable Law (including with respect to any fiduciary duties under Delaware law)Law) and stock exchange regulations, cause the vacancy created thereby to be filled by a new designee of individual designated by the Blackstone Entities, the Summit Entities or Xxxxxxxx, as applicable, Principal Stockholders as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by and subject to applicable Law (including with respect to any fiduciary duties under Delaware law)Law) and stock exchange regulations, at any time and from time to time, all actions necessary to accomplish the same. For the avoidance of doubt, if the Board declines to fill any such vacancy with a new designee of the Principal Stockholders on the ground that, after consultation with counsel, the Board has determined in good faith that appointing such designee would be inconsistent with the Board’s fiduciary duties under applicable Law, then the Principal Stockholders shall be entitled to designate another individual in accordance with the first sentence of this Section 2.1(e). (ef) The Company agrees that, in connection with any meeting of stockholders called for the purpose of electing Directors, the individuals nominated or designated by the Principal Stockholders pursuant to this Section 2.1 shall be deemed to have been duly nominated as candidates standing for election at any such meeting, and the Company further agrees to take all necessary corporate action so that such individuals are included on the ballot used at the meeting for stockholders to vote on candidates standing for election at such meeting. The Company agrees, to the fullest extent permitted by and subject to applicable Law (including with respect to any fiduciary duties under Delaware law)Law) and stock exchange regulations, to (i) include the individuals nominated or designated by the Principal Stockholders pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors and (ii) use its best efforts to cause the persons designated pursuant to this Section 2.1 (election of each such designee to the extent that Directors of Board, including recommending such nomineeindividual’s class are to be elected at such meeting for so long as the Board is classified) election and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Highstar Capital Entities shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Highstar Capital Entities are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄4¼) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, Highstar Capital Entities for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Highstar Capital Entities in each class shall be as nearly equal as possible. (b) Following the Closing Date, the BTG Entities shall have the right, but not the obligation, to nominate to the Board one (1) designee, so long as the BTG Entities collectively beneficially own 5% of the outstanding shares of Common Stock. Any person whom the BTG Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as the “BTG Designee”. (c) Following the Closing Date, the CPPIB Entities shall have the right, but not the obligation, to nominate to the Board one (1) designee, so long as the CPPIB Entities collectively beneficially own 5% of the outstanding shares of Common Stock. Any person whom the CPPIB Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as the “CPPIB Designee”. (d) In the event that the Blackstone Highstar Capital Entities have nominated less than the total number of designees that the Blackstone Highstar Capital Entities are then shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Highstar Capital Entities shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Highstar Capital Entities to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by the Blackstone Highstar Capital Entities to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Highstar Capital Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Highstar Capital Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (de) In the event that a vacancy is created or exists at any time by following the death, retirement or resignation of of, or any Blackstone Designeefailure to elect, Summit Designee any Director designated by the Highstar Capital Entities, BTG Entities or Xxxxxxxx DesigneeCPPIB Entities pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), cause the such vacancy created thereby to be filled by a new designee of the Blackstone Highstar Capital Entities, the Summit BTG Entities or XxxxxxxxCPPIB Entities, as applicable, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ef) The Company agrees, to names and categories of the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware lawDirectors as of the Closing Date are set forth in Schedule 2.1(f), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Blackstone Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Blackstone Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄41/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have Group has nominated less than the total number of designees that the Blackstone Entities are then Group shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities Group shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case case, the Company, 313 Acquisition Company and the Directors shall take all necessary corporate corporation action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by the Blackstone Entities Group to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities Group shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx DesigneeDirector designated pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone EntitiesGroup, if such Director was designated by the Summit Entities or Xxxxxxxx, as applicableBlackstone Group, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ed) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors directors the persons designated pursuant to this Section 2.1 (and to use its best efforts to cause the election of each such designee to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and to solicit soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Highstar Capital Entities shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Highstar Capital Entities are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄4¼) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, Highstar Capital Entities for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Highstar Capital Entities in each class shall be as nearly equal as possible. (b) Following the Closing Date, the BTG Entities shall have the right, but not the obligation, to nominate to the Board one (1) designee, so long as the BTG Entities collectively beneficially own 5% of the outstanding shares of Common Stock. Any person whom the BTG Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as the “BTG Designee”. (c) Following the Closing Date, the CPPIB Entities shall have the right, but not the obligation, to nominate to the Board one (1) designee, so long as the CPPIB Entities collectively beneficially own 5% of the outstanding shares of Common Stock. Any person whom the CPPIB Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as the “CPPIB Designee”. (d) In the event that the Blackstone Highstar Capital Entities have nominated less than the total number of designees that the Blackstone Highstar Capital Entities are then shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Highstar Capital Entities shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Highstar Capital Entities to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by the Blackstone Highstar Capital Entities to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Highstar Capital Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Highstar Capital Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (de) In the event that a vacancy is created or exists at any time by following the death, retirement or resignation of of, or any Blackstone Designeefailure to elect, Summit Designee any Director designated by the Highstar Capital Entities, BTG Entities or Xxxxxxxx DesigneeCPPIB Entities pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), cause the such vacancy created thereby to be filled by a new designee of the Blackstone Highstar Capital Entities, the Summit BTG Entities or XxxxxxxxCPPIB Entities, as applicable, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ef) The names and categories of the Directors as of the Closing Date are set forth in Schedule 2.1(f). The Company agrees, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election future elections at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Highstar Capital Designee, a Summit BTG Designee or a Xxxxxxxx CPPIB Designee, as applicable, pursuant to this Agreement. (g) Notwithstanding Section 2.1(a) through (f) above, the Company shall not be required to effect the election or appointment of designees which Highstar Capital Entities, BTG Entities or CPPIB Entities are entitled to nominate, if such election or appointment would result in the composition of the Board being in violation of the independence standards under Section 303A of the NYSE Listed Company Manual; provided however, that in the case of such a failure to effect such election or appointment, the Company shall promptly take any commercially reasonable effort to effect the provisions of Section 2.1(a) through (f), including, but not limited to, resizing the Board through the addition of new directors. (h) If, at any time, Highstar Capital Entities cease to beneficially own the minimum percentage of outstanding shares of Common Stock necessary under Section 2.1(a) to nominate the percentage of the Total Number of Directors then represented by the then current Highstar Capital Designees, Highstar Capital shall, within 30 days of the event that caused its beneficial ownership to drop below the relevant minimum percentage, cause the necessary number of Highstar Capital Designees to offer to resign from the Board, conditional upon acceptance by the Board, so that the number of Highstar Capital Designees is consistent with Highstar Capital’s new beneficial ownership percentage. (i) At such time as either the BTG Entities or the CPPIB Entities cease to beneficially own at least 5% of outstanding shares of Common Stock, as applicable, the BTG Entities or the CPPIB Entities shall, as applicable, within 30 days of the event that caused its beneficial ownership to drop below 5%, cause the BTG Designee or CPPIB Designee, as applicable, to offer to resign from the Board, conditional upon acceptance by the Board.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Sterling Partners shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Sterling Entities collectively beneficially own 50% or more of the Company’s then outstanding shares of Common Stockvoting securities; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Sterling Entities collectively beneficially own 40% or more, but less than 50%, of the Company’s then outstanding shares of Common Stockvoting securities; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Sterling Entities collectively beneficially own 30% or more, but less than 40%, of the Company’s then outstanding shares of Common Stockvoting securities; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Sterling Entities collectively beneficially own 20% or more, but less than 30%, of the Company’s then outstanding shares of Common Stockvoting securities; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Sterling Entities collectively beneficially own 5% or more, but less than 20%, of the Company’s then outstanding shares of Common Stockvoting securities. For purposes of calculating the number of directors that the Blackstone Entities are Sterling Partners is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄41/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone EntitiesIn addition, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that Sterling Partners has the Blackstone Entities have nominated less than the total number of designees that the Blackstone Entities are then entitled right to nominate designate only one Director pursuant to this Section 2.1(a), the Blackstone Entities then Sterling Partners shall also have the rightright to designate one additional individual (an “Observer”) to attend all Board meetings; provided that such observer shall not have the right to participate in any vote, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities to nominate and effect the election consent or appointment of such additional individuals, whether by increasing the size other action of the Board or otherwise, and (y) to designate such additional individuals nominated by the Blackstone Entities to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”its committees. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx Designee, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, the Summit Entities or Xxxxxxxx, as applicable, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (e) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Highstar Capital Entities shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Highstar Capital Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Highstar Capital Entities are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄4¼) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, Highstar Capital Entities for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Highstar Capital Entities in each class shall be as nearly equal as possible. (b) Following the Closing Date, the BTG Entities shall have the right, but not the obligation, to nominate to the Board one (1) designee, so long as the BTG Entities collectively beneficially own 5% of the outstanding shares of Common Stock. The person whom the BTG Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as the “BTG Designee”. (c) In the event that the Blackstone Highstar Capital Entities have nominated less than the total number of designees that the Blackstone Highstar Capital Entities are then shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Highstar Capital Entities shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Highstar Capital Entities to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by the Blackstone Highstar Capital Entities to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Highstar Capital Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Highstar Capital Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee Director designated by the Highstar Capital Entities or Xxxxxxxx DesigneeBTG Entities pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, the Summit Highstar Capital Entities or XxxxxxxxBTG Entities, as applicable, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (e) The Company agrees, to the fullest extent permitted by applicable Law law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees nominee’s recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Highstar Capital Designee or a Xxxxxxxx BTG Designee, as applicable, pursuant to this Agreement. (f) Notwithstanding Section 2.1(a) through (e) above, the Company shall not be required to effect the election or appointment of designees which Highstar Capital Entities or BTG Entities are entitled to nominate, if such election or appointment would result in the composition of the Board being in violation of the independence standards under Section 303A of the NYSE Listed Company Manual; provided however, that in the case of such a failure to effect such election or appointment, the Company shall promptly take any commercially reasonable effort to effect the provisions of Section 2.1(a) through (e), including, but not limited to, resizing the Board through the addition of new directors. (g) If, at any time, Highstar Capital Entities cease to beneficially own the minimum percentage of outstanding shares of Common Stock necessary under Section 2.1(a) to nominate the percentage of the Total Number of Directors then represented by the then current Highstar Capital Designees, Highstar Capital shall, within [30] days of the event that caused its beneficial ownership to drop below the relevant minimum percentage, cause the necessary number of Highstar Capital Designees to offer to resign from the Board, conditional upon acceptance by the Board, so that the number of Highstar Capital Designees is consistent with Highstar Capital’s new beneficial ownership percentage. (h) At such time as BTG Entities cease to beneficially own at least 5% of outstanding shares of Common Stock, BTG Entities shall, within 30 days of the event that caused its beneficial ownership to drop below 5%, cause the BTG Designee to offer to resign from the Board, conditional upon acceptance by the Board.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Pamplona Investor (together with any Permitted Assigns who are assigned such rights in accordance with the terms hereof) shall have the right, but not the obligation, to nominate to the Board a an aggregate number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Pamplona Investor Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Pamplona Investor Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Pamplona ​ Investor Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Pamplona Investor Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Pamplona Investor Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors Directors that the Blackstone Entities Pamplona Investor (together with any Permitted Assigns who are assigned such rights in accordance with the terms hereof) is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄411/4) Directors shall equate to two (2) Directors) ), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At Each such individual whom the Pamplona Investor (together with any Permitted Assigns who are assigned such rights in accordance with the terms hereof) shall actually nominate pursuant to this Section 2.1(a) and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Pamplona Designee”. (b) Following the Closing Date, the Wynnchurch Investors shall have the right, but not the obligation, to nominate to the Board one (1) designee in the event that the Wynnchurch Investor Entities collectively beneficially own five percent (5)% or more of the outstanding shares of Common Stock. Each such individual whom the Wynnchurch Investors shall actually nominate pursuant to this Section 2.1(b) and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Wynnchurch Designee” and, together with each Pamplona Designee, collectively, the “Principal Stockholder Designees”. (c) Except as provided in Section 2.1(a) or Section 2.1(b), as applicable, the Pamplona Investor and the Wynnchurch Investors, as applicable, shall have the exclusive right to, at any time, from time to time, remove their respective designees from the Board, and the Company and the Principal Stockholders shall take all Necessary Action to cause the removal of any such designee at the request of the Blackstone Entitiesdesignating Investor. (d) Following the Closing Date and subject to applicable Laws and stock exchange regulations, the Pamplona Investor shall have the right, but not the obligation, to have representatives appointed to serve on each committee of the Board in the same proportion as the Pamplona Designees’ representation on the Board. Following the Closing Date and subject to applicable Laws and stock exchange regulations, the Pamplona Investor shall have the right, but not the obligation, to have a representative appointed as an observer to any committee of the Board to which the Pamplona Investor (i) does not elect to have a representative appointed or (ii) is prohibited by applicable Laws or stock exchange regulations from having a representative appointed, in each case for so long as the Board is classifiedPamplona Investor has the right to designate at least one (1) director for nomination under this Agreement. Following the Closing Date and subject to applicable Laws and stock exchange regulations, the Blackstone Entities Wynnchurch Investor shall be entitled have the right, but not the obligation, to nominate that number have a representative appointed as an observer to any committee of Directors the Board for so long as the Wynnchurch Investor has the right to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible.designate at least one (1) director for nomination under this Agreement. ​ ​ (be) In the event that the Blackstone Entities Pamplona Investor or the Wynnchurch Investors have nominated less than the total number of designees that the Blackstone Entities are then Pamplona Investor or the Wynnchurch Investors shall be entitled to nominate pursuant to Section 2.1(a) or Section 2.1(b), as applicable, the Blackstone Entities Pamplona Investor and the Wynnchurch Investors, as applicable, shall have the right, at any time, to nominate such additional designees to which it is they are entitled, in which case the Company, 313 Acquisition the Principal Stockholders and the Directors shall take all necessary corporate actionNecessary Action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities Pamplona Investor or the Wynnchurch Investors, as applicable, to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) to designate such additional individuals nominated by the Blackstone Entities Pamplona Investor or the Wynnchurch Investors, as applicable, to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (df) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee Director designated pursuant to Section 2.1(a) or Xxxxxxxx DesigneeSection 2.1(b), the remaining Directors Directors, the Principal Stockholders and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, Pamplona Investor or the Summit Entities or XxxxxxxxWynnchurch Investors, as applicable, as soon as possible, and the Company and the Principal Stockholders hereby agrees agree to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary Necessary Action to accomplish the same. (eg) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include the individuals designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors and to take all Necessary Action to cause the persons designated pursuant to this Section 2.1 (election of each such designee to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and to solicit soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Holder shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners collectively Sponsor Entities beneficially own 50[ ]% or more of the combined voting power of the Company’s outstanding shares of Common Stock; (ii) 40[ ]% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively Sponsor Entities beneficially own 40[ ]% or more, but less than 50[ ]%, of the combined voting power of the Company’s outstanding shares of Common Stock; (iii) 30[ ]% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively Sponsor Entities beneficially own 30[ ]% or more, but less than 40[ ]%, of the combined voting power of the Company’s outstanding shares of Common Stock; (iv) 20[ ]% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively Sponsor Entities beneficially own 20[ ]% or more, but less than 30[ ]%, of the combined voting power of the Company’s outstanding shares of Common Stock; and (v) 10[ ]% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively Sponsor Entities beneficially own 5[ ]% or more, but less than 20[ ]%, of the combined voting power of the Company’s outstanding shares of Common Stock, in each case to the extent such designees are permitted to serve on the Board under the applicable rules of the U.S. Securities and Exchange Commission and any applicable stock exchange. For purposes of calculating the number of directors Directors that the Blackstone Entities are Holder is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄41¼) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have Holder has nominated less than the total number of designees that the Blackstone Entities are then Holder shall be entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities Holder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case case, the Company, 313 Acquisition Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities Holder to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate effect the election or appointment of such additional individuals nominated by the Blackstone Entities Holder to fill such newly-created vacancies directorships or to fill any other existing vacancies. Each such person whom the Blackstone Entities Holder shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a an “Blackstone A-A OP Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx A-A OP Designee, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect law, take all actions necessary at any time and from time to any fiduciary duties under Delaware law), time to cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, the Summit Entities or Xxxxxxxx, as applicable, Holder as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (ed) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled entitled, solely for the purposes set forth in this Section 2.1(d), to identify such individual as a Blackstone Designee, a Summit an A-A OP Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Stockholders Agreement.

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Principal Stockholders (together with any Permitted Assigns who are assigned such rights) shall have the right, but not the obligation, to nominate to the Board a an aggregate number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Principal Stockholder Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors Directors that the Blackstone Entities Principal Stockholders are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄411/4) Directors shall equate to two (2) Directors) ), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible. (b) In the event that the Blackstone Entities have nominated less than the total number of designees that the Blackstone Entities are then entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) to designate such additional individuals nominated by the Blackstone Entities to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Following the Closing DateDate and subject to applicable laws and stock exchange regulations, (i) the Summit Entities Principal Stockholders shall have the right, but not the obligation, to nominate have representatives appointed to serve on each committee of the Board at least one individual so designated for election in the same proportion as a Director (each such person who is thereafter elected to their representation on the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx Board. The Principal Stockholders shall have the right, but not the obligation, to nominate have a representative appointed as an observer to any committee of the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (d) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx Designee, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, the Summit Entities or Xxxxxxxx, as applicable, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (e) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.to

Election of Directors. (a) 2.1.1.1. Following the Closing Effective Date, the Blackstone Entities VSCP Investor shall have the right, but not the obligation, to nominate 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 designees 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 VSCP Designees serving as Directors of the Company will be equal to at least: (iA) a majority of if the Total Number of DirectorsVSCP Investor beneficially owns, so long as the Pre-IPO Owners collectively beneficially own 50directly or indirectly, 25% or more of the outstanding shares of the Company’s issued and outstanding Common Stock, two Directors; and (iiB) 40% of if the Total Number of DirectorsVSCP Investor beneficially owns, in the event that the Pre-IPO Owners collectively beneficially own 40directly or indirectly, 10% or more, but less than 5025%, of the outstanding shares of the Company’s issued and outstanding Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter Director (1 1⁄4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possiblecase, each such person, a “VSCP Designee”). (b) In the event that the Blackstone Entities have nominated less than the total number of designees that the Blackstone Entities are then entitled to nominate pursuant to Section 2.1(a), the Blackstone Entities shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company, 313 Acquisition and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) to designate such additional individuals nominated by the Blackstone Entities to fill such newly-created vacancies or to fill any other existing vacancies2.1.1.2. Each such person whom the Blackstone Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Following the Closing Effective Date, (i) the Summit Entities Xxxxxxx shall have the right, but not the obligation, to nominate to designate, and the Board at least one individual so designated 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 Xxxxxxx Designees serving as Directors of the Company will be equal to one Director if Xxxxxxx beneficially owns, directly or indirectly, 10% or more of the shares of the Company’s issued and outstanding Common Stock (each such person who is thereafter elected person, the “Xxxxxxx Designee”). 2.1.1.3. Directors are subject to removal pursuant to the Board to serve as a Directorapplicable provisions of the Company Charter; provided, a “Summit Designee”however, (A) the VSCP Designees may only be removed with the prior written consent of VSCP and the Xxxxxxx Designees may only be removed with the prior written consent of Xxxxxxx and (iiB) Xxxxxxxx VSCP shall have the rightright to request the removal of any VSCP Designee (with or without cause) nominated by the VSCP Investor, but not from time to time and at any time, from the obligationBoard, and Xxxxxxx shall have the right to nominate request the removal of any Xxxxxxx Designee (with or without cause) nominated by Xxxxxxx, from time to time and at any time, from the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”)Board, in each case, so long as (i) exercisable upon written notice to the Pre-IPO Owners collectively beneficially own 50% or more of Company, and the outstanding shares of Common Stock as of the record date for Company shall take all Necessary Action to cause such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisitionremoval. (d) 2.1.1.4. In the event that a vacancy is created at any time by the death, retirement disability, retirement, removal (with or without cause), disqualification, resignation of any Blackstone Designee, Summit Designee or Xxxxxxxx Designee, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including otherwise with respect to any fiduciary duties under Delaware lawthe VSCP Investor or Xxxxxxx (collectively, the “Principal Investors”, and each a “Principal Investor”), any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be filled, and the DM_US 208945333-1.116680.0011 Company shall take all Necessary Action to cause the such vacancy created thereby to be filled filled, as promptly as reasonably practicable, by a new designee of such Principal Investor, subject to the Blackstone Entitiesrestrictions set forth in Section 2.1(a)(i) and Section 2.1(a)(ii). 2.1.1.5. In the absence of any designation from any Principal Investor as specified in Section 2.1(a)(i) or Section 2.1(a)(ii) hereof, the Summit Entities or Xxxxxxxx, Director(s) previously designated by such Principal Investor and then serving shall be reelected if willing to serve unless such individual has been removed as applicable, as soon as possibleprovided herein, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the sameotherwise such Board seat(s) shall remain vacant until otherwise filled as provided above. (e) 2.1.1.6. The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), shall take all Necessary Action to include in the slate of nominees recommended by the Board or any duly-authorized committee thereof for election at any meeting of stockholders called for the purpose of electing Directors directors the persons designated pursuant to this Section 2.1 (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof; provided, however, neither the Board nor any committee thereof shall have any obligation to recommend a nominee designated by a Principal Investor if the Board or such committee, in exercising their fiduciary duties to the Company and its stockholders, does not believe that such designee should be elected to the Board. The Company is entitled entitled, solely for the purposes set forth in this Section 2.1(a)(vi), to identify such individual as a Blackstone Designee, a Summit VSCP Designee or a Xxxxxxxx Designee, as applicable, Xxxxxxx Designee pursuant to this Agreement. 2.1.1.7. In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the Company Charter or the bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as the VSCP Investor beneficially owns, directly or indirectly, at least 25% of the shares of the Company’s issued and outstanding Common Stock, the Company shall take all Necessary Action to ensure that the number of Directors serving on the Board shall not exceed seven without the prior written consent of the VSCP Investor. 2.1.1.8. For so long as the VSCP Investor is entitled to designate two Directors for election to the Board in accordance with the terms and conditions of this Agreement, the Principal Investors and the Company shall take all Necessary Action to cause the Chairperson of the Board to be an individual chosen by the VSCP Investor, who shall initially be Xxxx Xxxxxxxxx. Except as otherwise set forth herein, the majority of the Board shall determine the Chairperson of the Board. 2.1.1.9. Once any Principal Investor no longer has the right to designate a director for election to the Board as set forth in Section 2.1(a)(i) or Section 2.1(a)(ii), such Principal Investor shall take all Necessary Action to cause the appropriate number of such Principal Investor's designees to tender his or her resignation from the Board effective at the Company's next annual meeting of stockholders. The Board (acting by majority vote of all directors excluding all the designees of the applicable Principal Investor) shall have the option, but not the obligation, to accept or reject any such resignation. 2.1.1.10. Upon completion of the IPO, each of the initial VSCP Designees and the Xxxxxxx Designee shall be assigned to one of the three (3) classes of directors, each of whose members shall serve a staggered three-year term as follows: (A) The class I directors (whose term expires at the first annual meeting of stockholders at which directors are elected following completion of the IPO) shall include one (1) VSCP Designee; (B) The class II directors (whose term expires at the second annual meeting of stockholders at which directors are elected following completion of the IPO) shall include one (1) VSCP Designee; and (C) The class III directors (whose term expires at the third annual meeting of stockholders at which directors are elected following completion of the IPO) shall include the Xxxxxxx Designee. DM_US 208945333-1.116680.0011

Election of Directors. (a) Following the Closing Date, the Blackstone Entities Pamplona Investor (together with any Permitted Assigns who are assigned such rights in accordance with the terms hereof) shall have the right, but not the obligation, to nominate to the Board a an aggregate number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Pre-IPO Owners Pamplona Investor Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Pre-IPO Owners Pamplona Investor Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Pre-IPO Owners Pamplona Investor Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Pre-IPO Owners Pamplona Investor Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners Pamplona Investor Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors Directors that the Blackstone Entities Pamplona Investor (together with any Permitted Assigns who are assigned such rights in accordance with the terms hereof) is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄411/4) Directors shall equate to two (2) Directors) ), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At Each such individual whom the Pamplona Investor (together with any Permitted Assigns who are assigned such rights in accordance with the terms hereof) shall actually nominate pursuant to this Section 2.1(a) and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Pamplona Designee”. (b) Following the Closing Date, the Wynnchurch Investors shall have the right, but not the obligation, to nominate to the Board one (1) designee in the event that the Wynnchurch Investor Entities collectively beneficially own five percent (5)% or more of the outstanding shares of Common Stock. Each such individual whom the Wynnchurch Investors shall actually nominate pursuant to this Section 2.1(b) and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Wynnchurch Designee” and, together with each Pamplona Designee, collectively, the “Principal Stockholder Designees”. (c) Except as provided in Section 2.1(a) or Section 2.1(b), as applicable, the Pamplona Investor and the Wynnchurch Investors, as applicable, shall have the exclusive right to, at any time, from time to time, remove their respective designees from the Board, and the Company and the Principal Stockholders shall take all Necessary Action to cause the removal of any such designee at the request of the Blackstone Entitiesdesignating Investor. (d) Following the Closing Date and subject to applicable Laws and stock exchange regulations, the Pamplona Investor shall have the right, but not the obligation, to have representatives appointed to serve on each committee of the Board in the same proportion as the Pamplona Designees’ representation on the Board. Following the Closing Date and subject to applicable Laws and stock exchange regulations, the Pamplona Investor shall have the right, but not the obligation, to have a representative appointed as an observer to any committee of the Board to which the Pamplona Investor (i) does not elect to have a representative appointed or (ii) is prohibited by applicable Laws or stock exchange regulations from having a representative appointed, in each case for so long as the Board is classifiedPamplona Investor has the right to designate at least one (1) director for nomination under this Agreement. Following the Closing Date and subject to applicable Laws and stock exchange regulations, the Blackstone Entities Wynnchurch Investor shall be entitled have the right, but not the obligation, to nominate that number have a representative appointed as an observer to any committee of Directors the Board for so long as the Wynnchurch Investor has the right to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possibledesignate at least one (1) director for nomination under this Agreement. (be) In the event that the Blackstone Entities Pamplona Investor or the Wynnchurch Investors have nominated less than the total number of designees that the Blackstone Entities are then Pamplona Investor or the Wynnchurch Investors shall be entitled to nominate pursuant to Section 2.1(a) or Section 2.1(b), as applicable, the Blackstone Entities Pamplona Investor and the Wynnchurch Investors, as applicable, shall have the right, at any time, to nominate such additional designees to which it is they are entitled, in which case the Company, 313 Acquisition the Principal Stockholders and the Directors shall take all necessary corporate actionNecessary Action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Blackstone Entities Pamplona Investor or the Wynnchurch Investors, as applicable, to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) to designate such additional individuals nominated by the Blackstone Entities Pamplona Investor or the Wynnchurch Investors, as applicable, to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the Blackstone Entities shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Blackstone Designee”. (c) Following the Closing Date, (i) the Summit Entities shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Summit Designee”) and (ii) Xxxxxxxx shall have the right, but not the obligation, to nominate to the Board at least one individual so designated for election as a Director (each such person who is thereafter elected to the Board to serve as a Director, a “Xxxxxxxx Designee”), in each case, so long as (i) the Pre-IPO Owners collectively beneficially own 50% or more of the outstanding shares of Common Stock as of the record date for such meeting and (i) the Summit Entities or Xxxxxxxx, as applicable, hold shares of Common Stock or continue to hold membership interests in 313 Acquisition. (df) In the event that a vacancy is created at any time by the death, retirement or resignation of any Blackstone Designee, Summit Designee Director designated pursuant to Section 2.1(a) or Xxxxxxxx DesigneeSection 2.1(b), the remaining Directors Directors, the Principal Stockholders and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Blackstone Entities, Pamplona Investor or the Summit Entities or XxxxxxxxWynnchurch Investors, as applicable, as soon as possible, and the Company and the Principal Stockholders hereby agrees agree to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary Necessary Action to accomplish the same. (eg) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include the individuals designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors and to take all Necessary Action to cause the persons designated pursuant to this Section 2.1 (election of each such designee to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and to solicit soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Blackstone Designee, a Summit Designee or a Xxxxxxxx Designee, as applicable, pursuant to this Agreement.