Common use of Appointment and Nomination Rights Clause in Contracts

Appointment and Nomination Rights. (a) Without limiting the rights of the Investor Parties set forth in Section 2.02, following the third anniversary of the Closing and for so long as the Investment Percentage is at least 33%, (i) for so long as shares of Preferred Stock remain outstanding, the Investor Parties shall be entitled to appoint a director to serve on the Board pursuant to the Certificate of Designations or (ii) if no shares of Preferred Stock remain outstanding, the Investor Parties shall have the right, but not the obligation, to designate for nomination one nominee to serve as a director on the Board, subject in each case to such Person’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable law, regulation or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to all directors of the Company and in effect on the date hereof (such Person, the “Investor Designee”). Immediately prior to the third anniversary of the Closing, the Company shall increase the size of the Board by one director and fill such newly-created directorship with the Investor Designee in accordance with the Company’s certificate of incorporation and bylaws. Thereafter, in the event that the Investor Designee is nominated pursuant to clause (ii) above, the Company shall (x) include the Investor Designee in its slate of nominees for election to the Board at each annual or special meeting of stockholders of the Company at which directors are to be elected and at which the seat held by the Investor Designee is subject to election and (y) recommend that the Company’s stockholders vote in favor of the election of the Investor Designee. The Company shall take all reasonably necessary actions to ensure that, at all times when an Investor Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation. The Investor Parties and the Company shall discuss in good faith appropriate committee representation for the Investor Designee. Notwithstanding the foregoing, at such time as the threshold set forth in the first sentence of this Section 2.01(a) is no longer satisfied, the rights of the Investor Parties under this Section 2.01(a) shall terminate and the Investor Designee shall promptly resign.

Appointment and Nomination Rights. (a) Without limiting Subject to the rights terms and conditions of this Agreement, the Investor Parties set forth in Section 2.02, following Company and the third anniversary of the Closing and for so long as the Investment Percentage is at least 33%, LGP Investors agree that (i) for so long as shares the Percentage Interest of Preferred Stock remain outstandingthe LGP Investor Parties, in the aggregate, is at least 10%, the LGP Investor Parties shall be entitled shall, collectively, have the right, but not the obligation, to appoint a director designate for nomination two nominees to serve as directors on the Board pursuant to the Certificate of Designations or Board, and (ii) if no shares for so long as the Percentage Interest of Preferred Stock remain outstandingthe LGP Investor Parties, in the aggregate, is less than 10% but at least 5%, the LGP Investor Parties shall shall, collectively, have the right, but not the obligation, to designate for nomination one nominee to serve as a director on the Board, subject in each case case, subject to such Personnominee’s (x) satisfaction of all applicable (I) the requirements regarding service as a director of necessary for such nominee to be “independent” in accordance with the Company under applicable law, regulation or stock exchange rules regarding service as a director and regulations governing companies listed on the New York Stock Exchange and (II) such other criteria and qualifications for service as a director applicable to all directors of the Company Company, and (y) delivery of a written undertaking specified in effect on the date hereof ‎Section 2.01(d) (each such Personnominee, the an “LGP Investor Designee”). Immediately prior to From and after the third anniversary of the Closingdate hereof, the Company shall increase take all reasonably necessary actions to cause the size of LGP Investor Designees to be appointed to the Board by one director and fill such newly-created directorship with the Investor Designee in accordance with the Company’s certificate of incorporation Articles and bylawsthis Agreement, including ensuring that there are sufficient vacancies on the Board to permit such appointment. Thereafter, in the event that the any LGP Investor Designee is nominated pursuant to clause (ii) abovethe first sentence of this ‎Section 2.01(a), the Company shall (x) include the such LGP Investor Designee in its slate of nominees for election to the Board at each annual or special meeting of stockholders shareholders of the Company at which directors are to be elected and at which the any seat held by the such LGP Investor Designee is subject to election and (y) recommend that the Company’s stockholders shareholders vote in favor of the election of the Investor Designee. The Company shall take all reasonably necessary actions to ensure that, at all times when an Investor Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation. The Investor Parties and the Company shall discuss in good faith appropriate committee representation for the LGP Investor Designee. Notwithstanding the foregoing, (x) at such time as the threshold set forth Percentage Interest of the LGP Investor Parties, in the first sentence of this Section 2.01(a) aggregate, is no longer satisfiedless than 10%, but at least 5%, the rights of the LGP Investor Parties under this Section 2.01(a)(i) shall terminate and one LGP Investor Designee shall promptly resign, and (y) at such time as the Percentage Interest of the LGP Investor Parties, in the aggregate, is less than 5%, the rights of the LGP Investor Parties under Section 2.01(a) shall terminate and the any remaining LGP Investor Designee shall promptly resign, and in each case, the LGP Investor Parties shall take all actions necessary to cause such LGP Investor Designees to resign and to give effect to such resignations.

Appointment and Nomination Rights. (a) Without limiting the rights of the Investor Parties set forth in Section 2.02, following the third anniversary of the Closing and for so long as the Investment Percentage is at least 33%, (i) for so long as shares of Preferred Stock remain outstanding, the Investor Parties shall be entitled to appoint a director to serve on the Board pursuant to the Certificate of Designations or (ii) if no shares of Preferred Stock remain outstanding, the Investor Parties shall have the right, but not the obligation, to to‌ designate for nomination one nominee to serve as a director on the Board, subject in each case to such Person’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable law, regulation or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to all directors of the Company and in effect on the date hereof (such Person, the “Investor Designee”). Immediately prior to the third anniversary of the Closing, the Company shall increase the size of the Board by one director and fill such newly-created directorship with the Investor Designee in accordance with the Company’s certificate of incorporation and bylaws. Thereafter, in the event that the Investor Designee is nominated pursuant to clause (ii) above, the Company shall (x) include the Investor Designee in its slate of nominees for election to the Board at each annual or special meeting of stockholders of the Company at which directors are to be elected and at which the seat held by the Investor Designee is subject to election and (y) recommend that the Company’s stockholders vote in favor of the election of the Investor Designee. The Company shall take all reasonably necessary actions to ensure that, at all times when an Investor Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation. The Investor Parties and the Company shall discuss in good faith appropriate committee representation for the Investor Designee. Notwithstanding the foregoing, at such time as the threshold set forth in the first sentence of this Section 2.01(a) is no longer satisfied, the rights of the Investor Parties under this Section 2.01(a) shall terminate and the Investor Designee shall promptly resign.

Appointment and Nomination Rights. (a) Without limiting Subject to the rights terms and conditions of this Agreement, the Investor Parties set forth in Section 2.02, following Company and the third anniversary of the Closing and for so long as the Investment Percentage is at least 33%, LGP Investors agree that (i) for so long as shares the Percentage Interest of Preferred Stock remain outstandingthe LGP Investor Parties, in the aggregate, is at least 10%, the LGP Investor Parties shall be entitled shall, collectively, have the right, but not the obligation, to appoint a director designate for nomination two nominees to serve as directors on the Board pursuant to the Certificate of Designations or Board, and (ii) if no shares for so long as the Percentage Interest of Preferred Stock remain outstandingthe LGP Investor Parties, in the aggregate, is less than 10% but at least 5%, the LGP Investor Parties shall shall, collectively, have the right, but not the obligation, to designate for nomination one nominee to serve as a director on the Board, subject in each case case, subject to such Personnominee’s (x) satisfaction of all applicable (I) the requirements regarding service as a director of necessary for such nominee to be “independent” in accordance with the Company under applicable law, regulation or stock exchange rules regarding service as a director and regulations governing companies listed on the New York Stock Exchange and (II) such other criteria and qualifications for service as a director applicable to all directors of the Company Company, and (y) delivery of a written undertaking specified in effect on the date hereof ‎Section 2.01(d) (each such Personnominee, the an “LGP Investor Designee”). Immediately prior to From and after the third anniversary of the Closingdate hereof, the Company shall increase take all reasonably necessary actions to cause the size of LGP Investor Designees to be appointed to the Board by one director and fill such newly-created directorship with the Investor Designee in accordance with the Company’s certificate of incorporation Articles and bylawsthis Agreement, including ensuring that there are sufficient vacancies on the Board to permit such appointment. Thereafter, in the event that the any LGP Investor Designee is nominated pursuant to clause (ii) abovethe first sentence of this ‎Section 2.01(a), the Company shall (x) include the such LGP Investor Designee in its slate of nominees for election to the Board at each annual or special meeting of stockholders shareholders of the Company at which directors are to be elected and at which the any seat held by the such LGP Investor Designee is subject to election and (y) recommend that the Company’s stockholders shareholders vote in favor of the election of the Investor Designee. The Company shall take all reasonably necessary actions to ensure that, at all times when an Investor Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation. The Investor Parties and the Company shall discuss in good faith appropriate committee representation for the LGP Investor Designee. Notwithstanding the foregoing, (x) at such time as the threshold set forth Percentage Interest of the LGP Investor Parties, in the first sentence of this Section 2.01(a) aggregate, is no longer satisfiedless than 10%, but at least 5%, the rights of the LGP Investor Parties under this Section 2.01(a)(i) shall terminate and one LGP Investor Designee shall promptly resign, and (y) at such time as the Percentage Interest of the LGP Investor Parties, in the aggregate, is less than 5%, the rights of the LGP Investor Parties under Section 2.01(a) shall terminate and the any remaining LGP Investor Designee shall promptly resign., and in each case, the LGP Investor Parties shall take all actions necessary to cause such LGP Investor Designees to resign and to give effect to such resignations. #93427126v13