Common use of Size and Composition of the Board Clause in Contracts

Size and Composition of the Board. (a) For the period beginning on the Effective Time and ending on the date of final determination and payment, if any, of the Contingent Transaction Consideration (the “Earnout Period”), the members of the Board of the Company shall be nominated in accordance with this Section 3. Subject to Section 3.3, at all times during the Earnout Period the Board shall consist of seven (7) members. (b) The members of the Board, as of the Effective Time, shall be comprised of the following Persons: (i) Xxxxxx Xxxxxxx, Xxxxx Xxxxx and Xx Xxxxxxx designated as the CMG Directors, (ii) Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxx designated as the Sponsor Directors, and (iii) Xxxxxxx Xxxxx and Xxxx Xxxxx designated as the Co-Nominated Directors (collectively, the “Initial Directors”). The Initial Directors shall serve until the earlier to occur of the (i) first meeting of the shareholders of Company at which directors are to be elected (each such meeting at which directors are elected, a “Director Election Meeting”), or (ii) the death, resignation, termination, disqualification, or removal of such Initial Director; provided that, an early vacancy of an Initial Director for any reason shall be replaced by a director designated in accordance with Section 3.4. (c) At any time after the Effective Time, if the Board determines to appoint the Chief Executive Officer of the Company (the “CEO”) to the Board, or otherwise expand the size of the Board during the Earnout Period (either, a “CEO Event”), the number of members of the Board shall be increased to nine (9) and two new Directors shall be appointed by the Board to fill the resulting vacancies, and thereafter shall be nominated, in each case in accordance with Section 3.2(b) below. In order to effectuate the increase in the number of directors and appointments to the Board due to a CEO Event, the Company shall take all such actions as are necessary, in accordance with the Company’s Constating Documents and applicable Law.

Size and Composition of the Board. (a) For To the period beginning on the Effective Time and ending on the date of final determination and paymentextent permitted by applicable law, if any, each Investor shall vote all voting securities of the Contingent Transaction Consideration General Partner over which such Investor has voting control, and shall take all other reasonably necessary or desirable actions within such Investor’s control (the “Earnout Period”whether in such Investor’s capacity as an equityholder, a Director, a member of a board committee or an officer or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the members of the Board of the Company General Partner shall be nominated take all necessary or desirable actions within its control (including, without limitation, calling special board and equityholder meetings), in accordance with this Section 3. Subject to Section 3.3, at all times during the Earnout Period the Board shall consist of seven (7) members.each case so that: (b) The members of the Board, as of the Effective Time, shall be comprised of the following Persons: (i) Xxxxxx Xxxxxxx, Xxxxx Xxxxx and Xx Xxxxxxx designated as the CMG Directors, (ii) Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxx designated as the Sponsor Directors, and (iii) Xxxxxxx Xxxxx and Xxxx Xxxxx designated as the Co-Nominated Directors (collectively, the “Initial Directors”). The Initial Directors shall serve until the earlier to occur of the (i) first meeting of the shareholders of Company at which directors are to be elected (each such meeting at which directors are elected, a “Director Election Meeting”), or (ii) the death, resignation, termination, disqualification, or removal of such Initial Director; provided that, an early vacancy of an Initial Director for any reason shall be replaced by a director designated in accordance with Section 3.4. (c) At any time after the Effective Time, if the Board determines to appoint the Chief Executive Officer of the Company (the “CEO”) to the Board, or otherwise expand the size of the Board during the Earnout Period (either, a “CEO Event”), the total number of members of the Board shall be increased to nine (9) (the members of the Board collectively, the “Directors”, and two new each individually, a “Director”); (ii) the Directors shall be appointed designated as follows: (A) So long as the Founders are the beneficial owners of a number of Securities equal to at least seventy-five percent (75%) of the Securities beneficially owned thereby immediately following the consummation of the IPO of Laureate (the “Sterling Minimum Ownership Percentage”), two (2) Directors nominated and approved by Sterling (the “Sterling Directors”), who after such IPO shall initially be Xxxxxx Xxxxxxx, and Xxxxxxxxxxx Xxxxx-Xxxxx, and who may be removed and/or replaced at any time and from time to time without cause by the Board to fill the resulting vacanciesFounders, and thereafter for so long as Executive is the Chief Executive Officer of Laureate, Sterling shall be nominated, in each case in accordance with Section 3.2(b) belowentitled to appoint Executive as an additional Director. In order to effectuate the increase event of any vacancy created by the removal, replacement, resignation or death of a Sterling Director, such vacancy shall be filled in the number sole discretion of directors and appointments Sterling. In the event that the Founders cease to have the Sterling Minimum Ownership Percentage, one of the Sterling Directors shall offer its resignation as a Director to the Board due and Sterling shall thereafter be entitled to designate only one (1) Sterling Director, who may be removed and/or replaced at any time and from time to time without cause by the Founders, and for so long as Executive is the Chief Executive Officer of Laureate, Sterling shall be entitled to appoint Executive as an additional Director. In the event that the Founders cease to be the beneficial owners of a CEO Eventnumber of Securities equal to at least fifty percent (50%) of the Securities beneficially owned thereby immediately following the consummation of the IPO of Laureate, then all of the Company Sterling Directors shall take all offer their resignations as Directors to the Board and Sterling shall thereafter not be entitled to designate any Directors, and for so long as Executive is the Chief Executive Officer of Laureate, Sterling shall be entitled to appoint Executive as an additional Director. Notwithstanding anything to the contrary in the foregoing, Sterling shall not be entitled to appoint Executive as one of the Sterling Directors; (B) So long as KKR is the beneficial owner of a number of Securities equal to at least seventy-five percent (75%) of the Securities beneficially owned thereby immediately following the consummation of the IPO of Laureate (the “KKR Minimum Ownership Percentage”), two (2) Directors nominated and approved by KKR (the “KKR Directors”), who after such actions IPO shall initially be Xxxxxxx Xxxxxx and Xxxxx Xxxxxxx, and who may be removed and/or replaced at any time and from time to time without cause by KKR. In the event of any vacancy created by the removal, replacement, resignation or death of a KKR Director, such vacancy shall be filled in the sole discretion of KKR. In the event that KKR ceases to have the KKR Minimum Ownership Percentage, one of the KKR Directors shall offer its resignation as are necessary, in accordance with a Director to the Company’s Constating Documents Board and applicable Law.KKR shall thereafter be entitled to designate only one (1)

Size and Composition of the Board. (a) For To the period beginning on the Effective Time and ending on the date of final determination and paymentextent permitted by applicable law, if any, each Investor shall vote all voting securities of the Contingent Transaction Consideration General Partner over which such Investor has voting control, and shall take all other reasonably necessary or desirable actions within such Investor’s control (the “Earnout Period”whether in such Investor’s capacity as an equityholder, a Director, a member of a board committee or an officer or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the members of the Board of the Company General Partner shall be nominated take all necessary or desirable actions within its control (including, without limitation, calling special board and equityholder meetings), in accordance with this Section 3. Subject to Section 3.3, at all times during the Earnout Period the Board shall consist of seven (7) members.each case so that: (b) The members of the Board, as of the Effective Time, shall be comprised of the following Persons: (i) Xxxxxx Xxxxxxx, Xxxxx Xxxxx and Xx Xxxxxxx designated as the CMG Directors, (ii) Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxx designated as the Sponsor Directors, and (iii) Xxxxxxx Xxxxx and Xxxx Xxxxx designated as the Co-Nominated Directors (collectively, the “Initial Directors”). The Initial Directors shall serve until the earlier to occur of the (i) first meeting of the shareholders of Company at which directors are to be elected (each such meeting at which directors are elected, a “Director Election Meeting”), or (ii) the death, resignation, termination, disqualification, or removal of such Initial Director; provided that, an early vacancy of an Initial Director for any reason shall be replaced by a director designated in accordance with Section 3.4. (c) At any time after the Effective Time, if the Board determines to appoint the Chief Executive Officer of the Company (the “CEO”) to the Board, or otherwise expand the size of the Board during the Earnout Period (either, a “CEO Event”), the total number of members of the Board shall be increased to nine (9) (the members of the Board collectively, the “Directors”, and two new each individually, a “Director”); (ii) the Directors shall be appointed designated as follows: (A) So long as the Founders are the beneficial owners of a number of Securities equal to at least seventy-five percent (75%) of the Securities beneficially owned thereby immediately following the consummation of the IPO of Laureate (the “Sterling Minimum Ownership Percentage”), two (2) Directors nominated and approved by Sterling (the “Sterling Directors”), who after such IPO shall initially be Xxxxxx Xxxxxxx, and , and who may be removed and/or replaced at any time and from time to time without cause by the Board to fill the resulting vacanciesFounders, and thereafter for so long as Executive is the Chief Executive Officer of Laureate, Sterling shall be nominated, in each case in accordance with Section 3.2(b) belowentitled to appoint Executive as an additional Director. In order to effectuate the increase event of any vacancy created by the removal, replacement, resignation or death of a Sterling Director, such vacancy shall be filled in the number sole discretion of directors and appointments Sterling. In the event that the Founders cease to have the Sterling Minimum Ownership Percentage, one of the Sterling Directors shall offer its resignation as a Director to the Board due and Sterling shall thereafter be entitled to designate only one (1) Sterling Director, who may be removed and/or replaced at any time and from time to time without cause by the Founders, and for so long as Executive is the Chief Executive Officer of Laureate, Sterling shall be entitled to appoint Executive as an additional Director. In the event that the Founders cease to be the beneficial owners of a CEO Eventnumber of Securities equal to at least fifty percent (50%) of the Securities beneficially owned thereby immediately following the consummation of the IPO of Laureate, then all of the Company Sterling Directors shall take all offer their resignations as Directors to the Board and Sterling shall thereafter not be entitled to designate any Directors, and for so long as Executive is the Chief Executive Officer of Laureate, Sterling shall be entitled to appoint Executive as an additional Director. Notwithstanding anything to the contrary in the foregoing, Sterling shall not be entitled to appoint Executive as one of the Sterling Directors; (B) So long as KKR is the beneficial owner of a number of Securities equal to at least seventy-five percent (75%) of the Securities beneficially owned thereby immediately following the consummation of the IPO of Laureate (the “KKR Minimum Ownership Percentage”), two (2) Directors nominated and approved by KKR (the “KKR Directors”), who after such actions IPO shall initially be Xxxxxxx Xxxxxx and Xxxxx Xxxxxxx, and who may be removed and/or replaced at any time and from time to time without cause by KKR. In the event of any vacancy created by the removal, replacement, resignation or death of a KKR Director, such vacancy shall be filled in the sole discretion of KKR. In the event that KKR ceases to have the KKR Minimum Ownership Percentage, one of the KKR Directors shall offer its resignation as are necessary, in accordance with a Director to the Company’s Constating Documents Board and applicable Law.KKR shall thereafter be entitled to designate only one (1)