Common use of Right to Delegate; Committees Clause in Contracts

Right to Delegate; Committees. The Company shall establish and maintain an audit committee, a compensation committee and a nominating committee of the Board, as well as such other Board committees as the Board deems appropriate from time to time or as may be required by applicable Law or the NYSE rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and shall be composed as follows: (i) The audit committee shall be composed as follows: (A) during the 90-day period that will commence on the date of effectiveness of the IPO Registration Statement (the “Initial Post-IPO Period”), the audit committee shall consist of the following three Directors: one Independent Director (who shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K), one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors); (B) upon the completion of the Initial Post-IPO Period and until one year from the date of effectiveness of the IPO Registration Statement (the “Second Post-IPO Period”), the audit committee shall consist of the following three Directors: two Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K) and one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) or one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) as determined by mutual agreement of the GA Stockholders and the HF Stockholders; and (C) upon the completion of the Second Post-IPO Period, the audit committee shall consist of at least three Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K). (ii) The compensation committee shall consist of: an NYSE Independent Director, a Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board. (iii) The nominating committee shall consist of: an NYSE Independent Director, a Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board. (iv) Any other committee of the Board shall consist of at least one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and at least one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board; provided that, in the event that no Director nominated by either of the HF Stockholders or the GA Stockholders is eligible to serve on a special committee, the members of such committee shall be determined by the Board. Notwithstanding the foregoing, the Board (upon the recommendation of the nominating committee of the Board) shall, only to the extent necessary to comply with applicable Law and the NYSE rules, modify the composition of any such committee to the extent required to comply with such applicable Law and the NYSE rules. If any vacant Director position on any committee of the Board results from an Institutional Stockholder no longer being entitled to nominate Directors, then such vacant position shall be filled by the Board in accordance with the last sentence of Section 2.1(f).

Right to Delegate; Committees. The Company shall establish and maintain committees of the Board including an audit committeecommittee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee of (the Board“Nominating and Corporate Governance Committee”), as well as such other Board committees as the Board deems appropriate from time to time or as may be required by applicable Law or the NYSE applicable NASDAQ rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and shall be composed as follows: (ia) The audit committee shall be composed as follows: (A) during the 90-day period that will commence on the date of effectiveness of the IPO Registration Statement (the “Initial Post-IPO Period”), the audit committee shall consist of the following three Directors: one Independent Director (who shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K), one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors); (B) upon the completion of the Initial Post-IPO Period and until one year from the date of effectiveness of the IPO Registration Statement (the “Second Post-IPO Period”), the audit committee shall consist of the following three Directors: two Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K) and one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) or one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) as determined by mutual agreement of the GA Stockholders and the HF Stockholders; and (C) upon the completion of the Second Post-IPO Period, the audit committee Audit Committee shall consist of at least three Independent Directors (at least one Directors, with the number of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K). (ii) The compensation committee shall consist of: an NYSE Independent Director, a Director nominated members determined by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) andBoard; provided, following such time however, that for so long as the (x) GA Stockholders Oaktree Shareholders and their Affiliates in the aggregate beneficially own a 15% or more of the outstanding Voting Securities of the Company, (i) the Audit Committee shall consist of three Directors and (ii) the Oaktree Shareholders shall be entitled to include one Oaktree Designee on the Audit Committee to the extent such Oaktree Designee satisfies the qualifications for audit committee members required by applicable Laws and applicable NASDAQ rules. (b) The Compensation Committee shall consist of at least three Directors, with the number of Class A Shares equal to less than 10% of members determined by the aggregate number of Class A Shares outstanding immediately prior to Board; provided, however, that for so long as the consummation of the IPO (excluding Management Shares Oaktree Shareholders and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders their Affiliates in the aggregate beneficially own a 15% or more of the outstanding Voting Securities of the Company, (i) the Compensation Committee shall consist of three Directors and (ii) the Oaktree Shareholders shall be entitled to include one Oaktree Designee on the Compensation Committee to the extent such Oaktree Designee satisfies the qualifications for compensation committee members required by applicable Law and applicable NASDAQ rules. (c) The Nominating and Corporate Governance Committee shall consist of at least three Directors, with the number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board. (iii) The nominating committee shall consist of: an NYSE Independent Director; provided, a Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) andhowever, following such time that for so long as the (x) GA Stockholders Oaktree Shareholders and their Affiliates in the aggregate beneficially own a number of Class A Shares equal to less than 1015% or more of the aggregate number outstanding Voting Securities of Class A Shares outstanding immediately prior the Company, (i) the Nominating and Corporate Governance Committee shall consist of three Directors and (ii) the Oaktree Shareholders shall be entitled to include one Oaktree Designee on the Nominating and Corporate Governance Committee to the consummation of extent such Oaktree Designee satisfies the IPO (excluding Management Shares qualifications for nominating and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares corporate governance committee members required by applicable Law and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Boardapplicable NASDAQ rules. (ivd) Any other committee The Board shall appoint individual(s) selected by the Nominating and Corporate Governance Committee to fill the positions on the committees of the Board shall consist of at least one Director nominated that are not required to be filled by the GA Stockholders Oaktree Designees. (but only if the GA Stockholders are then entitled to nominate Directorse) and at least one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board; provided that, in the event that no Director nominated by either of the HF Stockholders or the GA Stockholders is eligible to serve on a special committee, the members of such committee shall be determined by the Board. Notwithstanding the foregoing, the Board (upon the recommendation of the nominating committee of the Board) shall, only to the extent necessary to comply with applicable Law and the NYSE applicable NASDAQ rules, modify the composition of any such committee to the extent required to comply with such applicable Law and the NYSE applicable NASDAQ rules. If any vacant Director position on any committee of the Board results from an Institutional Stockholder the Oaktree Shareholders no longer being entitled to nominate Directors, then such vacant position shall be filled by the Board in accordance with the last sentence of Section 2.1(f)2.6. (f) Each Oaktree Designee shall meet the reasonable and customary criteria required of nominees to the Board by the Nominating and Corporate Governance Committee, a description of which is set forth on Schedule V hereto; provided, however, that the independence, citizenship and residency requirements of the Oaktree Designees shall be limited to the requirements (if any) expressly set forth in Section 2.3.

Right to Delegate; Committees. The Company shall establish and maintain an audit committeecommittee of the Board (the “Audit Committee”), a compensation committee and of the Board (the “Compensation Committee”), a nominating and corporate governance committee of the BoardBoard (the “Nominating Committee”), as well as and such other Board committees as the Board deems appropriate from time to time or as may be required by applicable Law law or the NYSE Stock Exchange rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement Agreement, the Company Charter and shall be composed as follows:the Company Bylaws. (ia) The audit committee shall be composed as follows: (A) during No later than the 90-day period that will commence on first anniversary of the date of effectiveness of the IPO Registration Statement (the “Initial Post-IPO Period”)Statement, the audit committee shall consist of the following three Directors: one Independent Director (who shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K), one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors); (B) upon the completion of the Initial Post-IPO Period and until one year from the date of effectiveness of the IPO Registration Statement (the “Second Post-IPO Period”), the audit committee shall consist of the following three Directors: two Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K) and one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) or one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) as determined by mutual agreement of the GA Stockholders and the HF Stockholders; and (C) upon the completion of the Second Post-IPO Period, the audit committee Audit Committee shall consist of at least three (3) directors, all of whom are Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K). (iib) The compensation committee Subject to Section 2.1.4(d), for so long as the Company maintains the Compensation Committee and Nominating Committee, such committees shall each consist of: an NYSE Independent Directorof (i) if so requested by Permira, a at least one (1) Permira Director nominated by the GA Stockholders (but only if the GA Stockholders are Permira is then entitled to nominate Directorsat least one Permira Director) and a (ii) if so requested by CPPIB, at least one (1) CPPIB Director nominated by the HF Stockholders (but only if the HF Stockholders are CPPIB is then entitled to nominate Directorsat least one (1) andCPPIB Director). As long as Permira is then entitled to nominate at least one (1) Permira Director, following such time if so requested by Permira, a Permira Director shall serve as the (x) GA Stockholders in the aggregate beneficially own a number chair of Class A Shares equal to less than 10% one of the aggregate number of Class A Shares outstanding immediately prior to Compensation Committee or the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units)Nominating Committee, such additional members as determined by the Board. (iii) The nominating committee shall consist of: an NYSE Independent Director, a Director nominated by the GA Stockholders (but only if the GA Stockholders are Lead Investors acting jointly. As long as CPPIB is then entitled to nominate Directorsat least one (1) and CPPIB Director, if so requested by CPPIB, a CPPIB Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time shall serve as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% chair of the aggregate number of Class A Shares outstanding immediately prior to Compensation Committee or the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units)Nominating Committee, such additional members as determined by the BoardLead Investors acting jointly. (ivc) Any other Subject to Section 2.1.4(d), any committee of the Board not specified in Sections 2.1.4(a) or 2.1.4(b) shall consist of at least one (1) Permira Director nominated by the GA Stockholders (but only if the GA Stockholders are Permira is then entitled to nominate Directorsat least one (1) Permira Director) and at least one (1) CPPIB Director nominated by the HF Stockholders (but only if the HF Stockholders are CPPIB is then entitled to nominate Directorsat least one (1) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and UnitsCPPIB Director) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as may be determined by the Board; provided thatprovided, in the event that no Director a special committee may exclude Directors nominated by either of the HF Stockholders or the GA Stockholders Lead Investor(s) if (i) no such Director is eligible to serve on a such special committee, committee due to the members Stock Exchange rules and requirements or (ii) the primary purpose of such special committee shall is to review, assess and/or approve a transaction in which the applicable Lead Investor has a material direct or indirect interest and (A) having such Lead Investor’s Director appointed on such special committee would constitute a conflict of interest, or (B) the Board otherwise determines that including such Directors on such committee would be inconsistent with the Directors’ fiduciary duties, in each case as determined by a majority of the Board. Independent Directors in their reasonable good faith discretion. (d) Notwithstanding the foregoing, the Board (upon the recommendation of the nominating committee of the BoardNominating Committee) shall, only to the extent necessary to comply with applicable Law and law or the NYSE Stock Exchange rules, modify the composition of any such committee to the extent required to comply with such applicable Law and law or the NYSE Stock Exchange rules. If any vacant Director position on any committee of the Board results from an Institutional Stockholder a Lead Investor no longer being entitled to nominate Directorsat least one (1) Director or declining to have one of its Director nominees serve on such committee, then such vacant position shall be filled by the Board after considering the recommendation of the Nominating Committee, in accordance with the last sentence of Section 2.1(f)2.1.6.

Right to Delegate; Committees. The Company shall establish and maintain an audit committeecommittee of the Board (the “Audit Committee”), a compensation committee and of the Board (the “Compensation Committee”), a nominating nominating/corporate governance committee of the BoardBoard (the “Nominating Committee”), as well as and such other Board committees as the Board deems appropriate from time to time or as may be required by applicable Law law or the NYSE Stock Exchange rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and shall be composed as follows: (i) The audit committee shall be composed as follows: (A) during Agreement. Subject to the 90-day period that will commence on the date of effectiveness of the IPO Registration Statement (the “Initial Post-IPO Period”)following sentence, the audit committee Compensation Committee and the Nominating Committee shall consist of the following three Directors: each include at least one Independent Snow ▇▇▇▇▇▇ Director (who shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K), one Director nominated by the GA Stockholders (but only if the GA Stockholders Snow ▇▇▇▇▇▇ Parties are then entitled to nominate Directorsat least one Snow ▇▇▇▇▇▇ Director) and one shall include the TOBI Director nominated by the HF Stockholders (but only if the HF Stockholders TOBI Parties are then entitled to nominate Directorsa TOBI Director); (B) upon the completion of the Initial Post-IPO Period and until one year from the date of effectiveness of the IPO Registration Statement (the “Second Post-IPO Period”)provided, the audit committee that no Snow ▇▇▇▇▇▇ Director or TOBI Director, as applicable, shall consist of the following three Directors: two Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K) and one Director nominated by the GA Stockholders (but only if the GA Stockholders are then be entitled to nominate Directors) sit on the Compensation Committee or one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) as determined by mutual agreement of the GA Stockholders and the HF Stockholders; and (C) upon the completion of the Second Post-IPO Period, the audit committee shall consist of at least three Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K). (ii) The compensation committee shall consist of: an NYSE Independent Director, a Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board. (iii) The nominating committee shall consist of: an NYSE Independent Director, a Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board. (iv) Any other committee of the Board shall consist of at least one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and at least one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board; provided that, in the event that no Director nominated by either of the HF Stockholders or the GA Stockholders is Nominating Committee unless eligible to serve on a special committee, the members of such committee shall be under the applicable rules of the Stock Exchange, as determined by the Board. Notwithstanding the foregoing, the Board (upon the recommendation of the nominating committee of the BoardNominating Committee) shall, only to the extent necessary to comply with applicable Law and law or the NYSE Stock Exchange rules, modify the composition of any such committee to the extent required to comply with such applicable Law and law or the NYSE Stock Exchange rules. If any vacant Director position on any committee of the Board results from an Institutional a Stockholder no longer being entitled to nominate Directorsat least one Director, then such vacant position shall be filled by the Board upon the recommendation of the Nominating Committee, in accordance with the last sentence of Section 2.1(f2.1(e).

Right to Delegate; Committees. The Company shall establish and maintain an audit committeecommittee of the Board (the “Audit Committee”), a compensation committee and of the Board (the “Compensation Committee”), a nominating nominating/corporate governance committee of the BoardBoard (the “Nominating Committee”), as well as and such other Board committees as the Board deems appropriate from time to time or as may be required by applicable Law law or the NYSE Stock Exchange rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and shall be composed as follows: (i) The audit committee shall be composed as follows: (A) during Agreement. Subject to the 90-day period that will commence on the date of effectiveness of the IPO Registration Statement (the “Initial Post-IPO Period”)following sentence, the audit committee Compensation Committee and the Nominating Committee shall consist of the following three Directors: each include at least one Independent Snow P▇▇▇▇▇ Director (who shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K), one Director nominated by the GA Stockholders (but only if the GA Stockholders Snow P▇▇▇▇▇ Parties are then entitled to nominate Directorsat least one Snow P▇▇▇▇▇ Director) and one shall include the TOBI Director nominated by the HF Stockholders (but only if the HF Stockholders TOBI Parties are then entitled to nominate Directorsa TOBI Director); (B) upon the completion of the Initial Post-IPO Period and until one year from the date of effectiveness of the IPO Registration Statement (the “Second Post-IPO Period”)provided, the audit committee that no Snow P▇▇▇▇▇ Director or TOBI Director, as applicable, shall consist of the following three Directors: two Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K) and one Director nominated by the GA Stockholders (but only if the GA Stockholders are then be entitled to nominate Directors) sit on the Compensation Committee or one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) as determined by mutual agreement of the GA Stockholders and the HF Stockholders; and (C) upon the completion of the Second Post-IPO Period, the audit committee shall consist of at least three Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K). (ii) The compensation committee shall consist of: an NYSE Independent Director, a Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board. (iii) The nominating committee shall consist of: an NYSE Independent Director, a Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board. (iv) Any other committee of the Board shall consist of at least one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and at least one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) GA Stockholders in the aggregate beneficially own a number of Class A Shares equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) and (y) HF Stockholders in the aggregate beneficially own a number of Class A Shares (including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units) equal to less than 10% of the aggregate number of Class A Shares outstanding immediately prior to the consummation of the IPO (excluding Management Shares and eRx Shares but including all Class A Shares issuable to the HF Stockholders in exchange for Class B Shares and Units), such additional members as determined by the Board; provided that, in the event that no Director nominated by either of the HF Stockholders or the GA Stockholders is Nominating Committee unless eligible to serve on a special committee, the members of such committee shall be under the applicable rules of the Stock Exchange, as determined by the Board. Notwithstanding the foregoing, the Board (upon the recommendation of the nominating committee of the BoardNominating Committee) shall, only to the extent necessary to comply with applicable Law and law or the NYSE Stock Exchange rules, modify the composition of any such committee to the extent required to comply with such applicable Law and law or the NYSE Stock Exchange rules. If any vacant Director position on any committee of the Board results from an Institutional a Stockholder no longer being entitled to nominate Directorsat least one Director, then such vacant position shall be filled by the Board upon the recommendation of the Nominating Committee, in accordance with the last sentence of Section 2.1(f2.1(e).