Common use of Business Opportunities Clause in Contracts

Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Parties, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to the Investor Parties or any of their respective officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company or any of its Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 25. Neither the alteration, amendment or repeal of this Section 25, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 25, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 25, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 (including, without limitation, each portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 (including, without limitation, each such portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]

Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Parties, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to the Investor Parties Parties, or any of their respective officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company or any of its Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company (a “Directed Opportunity”), in which case such director or officer shall be obligated to communicate such Directed Opportunity to the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 2526. Neither the alteration, amendment or repeal of this Section 2526, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 2526, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 26 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 2526, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 26 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 26 (including, without limitation, each portion of any paragraph of this Section 25 26 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 26 (including, without limitation, each such portion of any paragraph of this Section 25 26 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 26 shall not limit any protections or defenses available to, or indemnification or advancement rights of, or any otherwise applicable fiduciary duties of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows].

Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Parties, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to the Investor Parties or any of their respective officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company or any of its Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 2526. Neither the alteration, amendment or repeal of this Section 2526, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 2526, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 26 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 2526, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 26 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 26 (including, without limitation, each portion of any paragraph of this Section 25 26 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 26 (including, without limitation, each such portion of any paragraph of this Section 25 26 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 26 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]

Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company Corporation and PICO or any affiliate or subsidiary thereof (other than the Investor PartiesCorporation, UCP, LLC and their respective subsidiaries) the CompanyCorporation, on behalf of itself and its Subsidiariessubsidiaries (including UCP, LLC), renounces any interest or expectancy of the Company Corporation and its Subsidiaries subsidiaries in, or in being offered an opportunity to participate in, any business opportunities, opportunity that are may be from time to time presented to the Investor Parties PICO or any of their respective its officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries affiliates and subsidiaries (other than the Company Corporation, UCP, LLC and its Subsidiaries), their respective subsidiaries) and that may be a business opportunity for PICO or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Companyits affiliates and subsidiaries, even if the opportunity is one that the Company Corporation or its Subsidiaries subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company Corporation or any of its Subsidiaries subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person person, acting in good faith, pursues or acquires any such business opportunity, directs any such business opportunity to another person or fails to present any such business opportunity, or information regarding any such business opportunity, to the Company Corporation or its Subsidiaries subsidiaries unless, in the case of any such person who is a director or officer of the CompanyCorporation, any such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 25Corporation. Neither PICO nor any of its affiliates or subsidiaries (other than the alterationCorporation, amendment UCP, LLC and their respective subsidiaries) shall have any duty to refrain from engaging directly or repeal indirectly in the same or similar business activities or lines of this Section 25, nor business as the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 25, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 in respect of any business opportunity first identified Corporation or any other matter occurring, or any cause of action, suit or claim that, but for this Section 25, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 (including, without limitation, each portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 (including, without limitation, each such portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]subsidiaries.

Business Opportunities. 54.1 To the fullest extent permitted by Section 122(17Applicable Law, (i) no individual serving as a Director, nor any Member of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Parties, the Company, or any Affiliate of such Member, in each case, other than, an Officer (including any Officer that is also a Director, or a Member or an affiliate of such Member, as the case may be) (collectively, the “Relevant Persons”) shall have any fiduciary duty to refrain from engaging directly or indirectly in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as the Company or its subsidiaries or deemed to be competing with the Company or any of its subsidiaries, on behalf its own account, or in partnership with, or as an employee, officer, director or Member of itself any other person, with no obligation to offer to the Company or any of its subsidiaries the right to participate therein and (ii) any Relevant Person may invest in, or provide services to, any person that directly or indirectly competes with the Company or any of its Subsidiariessubsidiaries. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunitiesany potential transaction or matter which may be a corporate opportunity for any Relevant Person, that are from time to time presented to on the Investor Parties one hand, and the Company or any of their respective officersits subsidiaries, representativeson the other. To the fullest extent permitted by Applicable Law, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Relevant Persons shall have no fiduciary duty to communicate or offer any such corporate opportunity to the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, subsidiaries and no such person shall not be liable to the Company or any of its Subsidiaries subsidiaries or Members for breach of any fiduciary duty as a Member, Director or other dutyOfficer, as a director or officer or otherwiseapplicable, solely by reason of the fact that such person Relevant Person, directly or indirectly, pursues or acquires such business opportunitycorporate opportunity for itself, himself or herself, directs such business corporate opportunity to another person or fails to present such business opportunityperson, or does not communicate information regarding such business opportunity, corporate opportunity to the Company or any of its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 25. Neither the alteration, amendment or repeal of this Section 25, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 25, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 25, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 (including, without limitation, each portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 (including, without limitation, each such portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]subsidiaries.

Business Opportunities. To Except to the fullest extent permitted by Section 122(17) of the DGCL (or otherwise agreed between any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Parties, the CompanyMember, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to the Investor Parties or any of their respective officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do sohand, and no such person shall be liable to the Company or any of its Subsidiaries for breach Affiliates, on the other hand, any Member and any Affiliate of such Member may engage in or possess an interest in other investments, business ventures or entities of any fiduciary nature or other dutydescription, as a director independently or officer with others, similar or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunitydissimilar to, or information regarding such that compete with, the investments or business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, and may provide advice and other assistance to any such investment, business opportunity is expressly offered venture or entity, and the Company and the Members shall have no rights by virtue of this Agreement in and to such director investments, business ventures or officer in writing solely in his entities or her capacity as a director the income or officer profits derived therefrom, and the pursuit of any such investment or venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. Any Person purchasing or otherwise acquiring No Member nor any interest in any shares of Capital Stock Affiliate thereof (other than an employee of the Company or a Subsidiary of the Company) shall be deemed obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and any Member or any Affiliate thereof (other than an employee of the Company or a Subsidiary of the Company) shall have notice the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity. Transactions with Interested Persons; Standards of Conduct. Unless entered into in bad faith, no contract or transaction between the Company and consented one or more of its Members, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Members or their Affiliates, have a financial interest or are shareholders, members, directors, partners, directors or officers, shall be voidable solely for this reason or solely because said Member or their Affiliates were present or participated in the authorization of such contract or transaction if (a) the material facts as to the relationship or interest of such Member or their Affiliates and as to the contract or transaction were disclosed or known to the Managing Member, and (b) the contract or transaction was authorized and approved by the Managing Member and any other Members required in accordance with the provisions of this Section 25. Neither the alterationAgreement, amendment and, if such conditions have been satisfied, no Member or repeal their Affiliates interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Section 25, nor the adoption of any provision of the Certificate of Incorporation Agreement or this Certificate of Designations inconsistent with this Section 25, nor, liable to the fullest extent permitted by Delaware lawCompany, any modification of lawMember or their Affiliates, shall eliminate or reduce the effect of this Section 25 in respect of any business opportunity first identified or any other matter occurringPerson or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction; provided, however, that the Managing Member shall approve any such contract or any cause of action, suit or claim that, but for transaction contemplated by this Section 25, 13.12 only if it has reasonably determined in good faith that such contract or transaction is on terms that are fair and reasonable and no less favorable to the Company than the Managing Member would accrue or arise, prior expect to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions obtain in any other circumstance and of the remaining provisions of this Section 25 (including, without limitation, each portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable that a comparable arms-length transaction with a Person which is not itself held to be invalidan Affiliate. Appointment of Managing Member as Attorney-in-Fact. Each Member hereby irrevocably constitutes, illegal or unenforceable) shall not in any way be affected or impaired thereby appoints and (b) to empowers the fullest extent possible, the provisions of this Section 25 (including, without limitation, each such portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect Managing Member and its directors, duly authorized officers, employees managers, agents, successors and agents from personal liability assignees, with full power of substitution and resubstitution, as its true and lawful attorneys-in-fact, in respect of their good faith service its name, place and stead and for its use and benefit, to execute, certify, acknowledge, file, record and swear to all instruments, agreements and documents necessary or for advisable to carrying out the benefit of the Company to the fullest extent permitted by law. This Section 25 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]following:

Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Casdin Parties, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to the Investor Casdin Parties or any of their respective officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company or any of its Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 2524. Neither the alteration, amendment or repeal of this Section 2524, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 2524, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 24 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 2524, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 24 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 24 (including, without limitation, each portion of any paragraph of this Section 25 24 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 24 (including, without limitation, each such portion of any paragraph of this Section 25 24 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 24 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]

Business Opportunities. To Notwithstanding anything herein to the contrary and to the fullest extent permitted by Section 122(17) of the DGCL Delaware General Corporation Law (or any successor provision) and except as provided herein or as may be otherwise expressly agreed in writing by the Company and the Investor PartiesInvestor, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to the Investor Parties or any of their respective Investor’s officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, Investor Designees and no such person Person shall be liable to the Company or any of its Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person Person pursues or acquires such business opportunity, directs such business opportunity to another person Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, unless (i) in the case of any such person Person who is a director or officer of the Companyan Investor Designee, such business opportunity is expressly offered to such director or officer in writing solely Person in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed or such business opportunity is identified by such Person as a result of any information obtained by such Person during the course of his or her performance of duties as a member of the Board or as a result of Confidential Information furnished to have notice such Person pursuant to this Agreement and (ii) in the case of and consented the Investor or any of Investor’s officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries, such business opportunity is identified by such Person as a result of any such Confidential Information so furnished to the provisions of this Section 25such Person. Neither the alteration, amendment or repeal of this Section 2510.15, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations Company’s Governing Documents inconsistent with this Section 2510.15, nor, to the fullest extent permitted by Delaware lawLaw, any modification of lawLaw, shall eliminate or reduce the effect of this Section 25 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 25, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 (including, without limitation, each portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 (including, without limitation, each such portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law10.15. This Section 25 10.15 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylawsits Governing Documents, any other agreement between the Company and such director, officer, employee or agent or applicable Law. The Company shall not maintain, adopt or impose any code of conduct, by-law. [Signature Page Follows], organizational document or other binding rule or policy that is inconsistent with Section 10.15 or Section 10.16.

Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Viking Parties, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to the Investor Viking Parties or any of their respective officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company or any of its Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 2524. Neither the alteration, amendment or repeal of this Section 2524, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 2524, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 24 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 2524, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 24 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 24 (including, without limitation, each portion of any paragraph of this Section 25 24 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 24 (including, without limitation, each such portion of any paragraph of this Section 25 24 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 24 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]

Business Opportunities. To the fullest extent permitted by Section 122(172.101(21) of the DGCL Texas Business Organizations Code (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Parties, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to the Investor Parties or any of their respective officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company or any of its Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 2526. Neither the alteration, amendment or repeal of this Section 2526, nor the adoption of any provision of the Certificate Articles of Incorporation or this Certificate of Designations inconsistent with this Section 2526, nor, to the fullest extent permitted by Delaware Texas law, any modification of law, shall eliminate or reduce the effect of this Section 25 26 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 2526, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 26 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 26 (including, without limitation, each portion of any paragraph of this Section 25 26 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 26 (including, without limitation, each such portion of any paragraph of this Section 25 26 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 26 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate Articles of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows].

Business Opportunities. (a) To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Partiesapplicable law, the Company, on behalf of itself and its Subsidiariessubsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries subsidiaries in, or in being offered an opportunity to participate in, business opportunities, opportunities that are from time to time presented to any of the Investor Stockholder Parties or any of their respective officers, representatives, directors, agents, stockholdersequityholders, members, partners, Affiliates, Subsidiaries Affiliates and subsidiaries (other than the Company and its Subsidiaries)subsidiaries) (each, a “Specified Party”) or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time are business opportunities in which a Specified Party participates or desires to time, may act as officers of the Companyparticipate, even if the opportunity is one that the Company or its Subsidiaries subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Specified Party shall have no duty to communicate or offer such person business opportunity to the Company and, to the fullest extent permitted by applicable law, shall not be liable to the Company or any of its Subsidiaries subsidiaries or any stockholder, for breach of any fiduciary or other duty, as a director or officer or controlling stockholder or otherwise, by reason of the fact that such person Specified Party pursues or acquires such business opportunity, directs such business opportunity to another person Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unlesssubsidiaries. Notwithstanding the foregoing, in the case of any such person a Specified Party who is a director or officer of the Company, such Company and who is offered a business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock ; provided, however, that all of the Company shall be deemed to have notice of and consented to the provisions protections of this Section 25. Neither the alteration, amendment or repeal of this Section 25, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent 3.01 shall otherwise apply to other Specified Parties with this Section 25, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 25, would accrue or arise, prior to such alterationDirected Opportunity, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 (including, without limitation, each portion the ability of any paragraph of this Section 25 containing any such provision held Specified Parties to be invalid, illegal pursue or unenforceable that is not itself held acquire such Directed Opportunity or to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) direct such Directed Opportunity to the fullest extent possible, the provisions of this Section 25 (including, without limitation, each such portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]another Person.

Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company Corporation and VIII/TPC Holdings, L.L.C. or any affiliate or subsidiary thereof (other than the Investor PartiesCorporation and its subsidiaries) (collectively, the Company“Starwood Fund”) the Corporation, on behalf of itself and its Subsidiariessubsidiaries, renounces any interest or expectancy of the Company Corporation and its Subsidiaries subsidiaries in, or in being offered an opportunity to participate in, any business opportunities, opportunity that are may be from time to time presented to the Investor Parties Starwood Fund or any of their respective officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries affiliates and subsidiaries (other than the Company Corporation and its Subsidiaries), subsidiaries) and that may be a business opportunity for the Starwood Fund or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Companyaffiliates and subsidiaries, even if the opportunity is one that the Company Corporation or its Subsidiaries subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company Corporation or any of its Subsidiaries subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person person, acting in good faith, pursues or acquires any such business opportunity, directs any such business opportunity to another person or fails to present any such business opportunity, or information regarding any such business opportunity, to the Company Corporation or its Subsidiaries subsidiaries unless, in the case of any such person who is a director or officer of the CompanyCorporation, any such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 25Corporation. Neither the alteration, amendment Starwood Fund nor any of their affiliates or repeal subsidiaries shall have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of this Section 25, nor business as the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 25, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 in respect of any business opportunity first identified Corporation or any other matter occurring, or any cause of action, suit or claim that, but for this Section 25, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 (including, without limitation, each portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 (including, without limitation, each such portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]subsidiaries.

Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and any applicable member of the Investor PartiesAd Hoc Group (each, an “Investor” and together the “Investors”), the Company, on behalf of itself and its Subsidiaries, renounces and waives any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunitiesopportunities (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries or any dealings with customers or clients of the Company or any of its Subsidiaries) that are from time to time presented to any of the Investor Parties Investors or any of their respective officers, representatives, directors, agents, stockholders, members, partners, Affiliates, Subsidiaries (other than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, Representatives even if the transaction, matter or opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, so and no such person shall be liable to the Company or any of its Subsidiaries or its Affiliates for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues pursues, acquires or acquires participates in such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unlessSubsidiaries. Without limiting the foregoing renunciation, the Company acknowledges that certain members of the Ad Hoc Group are in the case business of any making investments in, and have investments in, other businesses similar to and that may compete with the Company’s businesses (“Competing Businesses”), and agrees that each such person who is a director or officer applicable member of the Company, such business opportunity is expressly offered Ad Hoc Group shall have the right to such director make additional investments in or officer have relationships with other Competing Businesses independent of its investment in writing solely in his or her capacity as a director or officer of the Company. Any Person person purchasing or otherwise acquiring any interest in any shares of Capital Stock capital stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 255.16. Neither the alteration, amendment or repeal of this Section 255.16, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations Agreement inconsistent with this Section 255.16, nor, to the fullest extent permitted by Delaware lawthe laws of the State of Delaware, any modification of law, shall eliminate or reduce the effect of this Section 25 5.16 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 255.16, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 5.16 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 5.16 (including, without limitation, each portion of any paragraph of this Section 25 5.16 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 5.16 (including, without limitation, each such portion of any paragraph of this Section 25 5.16 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents Representatives from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 5.16 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee director or agent officer of the Company under the Certificate of Incorporationthis Agreement, the Bylaws, any other agreement between Charter Documents of the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows].

Business Opportunities. To Without limiting the effect of this Agreement or the Purchase Agreement, from and after the the date hereof, to the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Partiesapplicable law, the Company, on behalf of itself and its SubsidiariesSubsidiaries (including ASLP), renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, any business opportunities, opportunities that are from time to time presented to the Investor Parties JDH or any of its Affiliates (whether present or future) or any of their respective officersRepresentatives, representativesAffiliates or Subsidiaries, directorsincluding any director (including, agentsfor the avoidance of doubt, stockholders, members, partners, Affiliates, Subsidiaries (other than any Seller Designee or Replacement Designee) of the Company and its Subsidiarieswho is also an Affiliate or Subsidiary of JDH or a Representative of such an Affiliate or Subsidiary of JDH (each, a “Specified Party”), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the business opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no Specified Party shall have any duty to communicate or offer any such person shall business opportunity to the Company or be liable to the Company or any of its Subsidiaries or any equityholder, including for breach of any fiduciary or other duty, as a director director, or officer equityholder or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person a Person who is a director (including, for the avoidance of doubt, any Seller Designee or officer Replacement Designee) of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of Capital Stock of The Company has taken and agrees to take such action (including through the Company shall be deemed Board) as is necessary to have notice of and consented give full effect to the provisions of renunciation contemplated by this Section 25. Neither the alteration, amendment or repeal of this Section 25, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 25, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Section 25 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 25, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Section 25 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 25 (including, without limitation, each portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Section 25 (including, without limitation, each such portion of any paragraph of this Section 25 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 25 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and such director, officer, employee or agent or applicable law. [Signature Page Follows]1(e).