Common use of Election of the Board of Directors Clause in Contracts

Election of the Board of Directors. (a) Subject to this Section 1(a), the AES Related Parties shall be entitled to designate for nomination by the Board up to three (3) Directors from time to time (any Director designated by the AES Related Parties, a “AES Director”). The right of the AES Related Parties to designate for nomination the AES Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the AES Related Parties shall be entitled to designate for nomination three (3) AES Directors, (ii) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the AES Related Parties shall only be entitled to designate for nomination two (2) AES Directors, and (iii) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the AES Related Parties shall only be entitled to designate for nomination one (1) AES Director. The AES Related Parties shall not be entitled to designate for nomination any AES Directors in accordance with this Section 1(a) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate less than five percent (5%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares).

Election of the Board of Directors. (a) Subject to this Section 1(a), the AES Related Brookwood Parties shall be entitled to designate for nomination by the Board up Corporation’s board of directors (the “Board”) in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Brookwood Director(s) not standing for election in such year, would result in there being four (4) Brookwood Directors on the Board. To the extent possible, the Brookwood Directors shall be apportioned among the three (3) classes of Directors from time to time (any Director designated by the AES Related Parties, a “AES Director”)as nearly equal in number as possible. The right of the AES Brookwood Related Parties to designate for nomination the AES Brookwood Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the AES Brookwood Related Parties Beneficially Ownbeneficially own, directly or indirectly, in the aggregate twenty less than thirty-five percent (2035%) but at least twenty-five percent (25%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the AES Brookwood Related Parties shall only be entitled to designate for nomination three (3) AES Directorsindividuals for nomination pursuant to the first sentence of this Section 1(a), and (ii) if at any time the AES Brookwood Related Parties Beneficially Ownbeneficially own, directly or indirectly, in the aggregate less than twenty twenty-five percent (2025%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the AES Brookwood Related Parties shall only be entitled to designate for nomination two (2) AES Directors, and (iiiindividuals for nomination pursuant to the first sentence of this Section 1(a). The Brookwood Related Parties shall not be entitled to designate any individuals for nomination pursuant to the first sentence of this Section 1(a) in accordance with this Section 1(a) if at any time the AES Brookwood Related Parties Beneficially Ownbeneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the AES Related Parties shall only be entitled to designate for nomination one (1) AES Director. The AES Related Parties shall not be entitled to designate for nomination any AES Directors in accordance with this Section 1(a) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate less than five percent (5%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares).

Election of the Board of Directors. (a) Subject to this Section 1(a), the AES Related Parties HIG shall be entitled to designate for nomination by the Board up to three four (34) Directors from time to time (any Director designated by the AES Related PartiesHIG, a an “AES HIG Director”). The HIG Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the AES Related Parties HIG to designate the HIG Directors for nomination the AES Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the AES Related Parties Beneficially Own, directly or indirectly, HIG beneficially owns in the aggregate thirty percent (30%) or more of all issued and outstanding shares of Common Stock, HIG shall be entitled to designate four (4) HIG Directors; (ii) if at any time HIG beneficially owns in the aggregate less than thirty percent (30%) but at least twenty percent (20%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, the AES Related Parties HIG shall be entitled to designate for nomination three (3) AES HIG Directors, ; (iiiii) if at any time the AES Related Parties Beneficially Own, directly or indirectly, HIG beneficially owns in the aggregate less than twenty percent (20%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, the AES Related Parties HIG shall only be entitled to designate for nomination two (2) AES HIG Directors, ; and (iiiiv) if at any time the AES Related Parties Beneficially Own, directly or indirectly, HIG beneficially owns in the aggregate less than ten percent (10%) but at least five percent (5%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, the AES Related Parties HIG shall only be entitled to designate for nomination only one (1) AES HIG Director. The AES Related Parties HIG shall not be entitled to designate any HIG Directors for nomination any AES Directors in accordance with this Section 1(a) if at any time the AES Related Parties Beneficially Own, directly or indirectly, HIG beneficially owns in the aggregate less than five percent (5%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock.

Election of the Board of Directors. (a) Subject a)Subject to this Section 1(a), the AES Related Parties HIG shall be entitled to designate for nomination by the Board up to three four (34) Directors from time to time (any Director designated by the AES Related PartiesHIG, a an “AES HIG Director”). The HIG Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the AES Related Parties HIG to designate the HIG Directors for nomination the AES Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the AES Related Parties Beneficially Own, directly or indirectly, HIG beneficially owns in the aggregate thirty percent (30%) or more of all issued and outstanding shares of Common Stock, HIG shall be entitled to designate four (4) HIG Directors; (ii) if at any time HIG beneficially owns in the aggregate less than thirty percent (30%) but at least twenty percent (20%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, the AES Related Parties HIG shall be entitled to designate for nomination three (3) AES HIG Directors, ; (iiiii) if at any time the AES Related Parties Beneficially Own, directly or indirectly, HIG beneficially owns in the aggregate less than twenty percent (20%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, the AES Related Parties HIG shall only be entitled to designate for nomination two (2) AES HIG Directors, ; and (iiiiv) if at any time the AES Related Parties Beneficially Own, directly or indirectly, HIG beneficially owns in the aggregate less than ten percent (10%) but at least five percent (5%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, the AES Related Parties HIG shall only be entitled to designate for nomination only one (1) AES HIG Director. The AES Related Parties HIG shall not be entitled to designate any HIG Directors for nomination any AES Directors in accordance with this Section 1(a) if at any time the AES Related Parties Beneficially Own, directly or indirectly, HIG beneficially owns in the aggregate less than five percent (5%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock.