Common use of NOMINATING Clause in Contracts

NOMINATING. Until such time as AEA and the Covered Shareholders have sold or transferred (other than through sales or transfers to AEA or Covered Shareholders) in excess of 50% of the Common Stock held by AEA and the Covered Shareholders upon the consummation of the Merger, AEA shall be entitled to nominate one person for election to the board of directors (the “Board”) of the Company. So long as North Castle I, NCP I Sub, North Castle I–A and North Castle II collectively own at least 40% of the Common Stock, each of North Castle I–A and North Castle II shall be entitled to nominate one person for election to the Board and North Castle I and NCP I Sub shall collectively be entitled to nominate all other persons for election to the Board. The Board shall have at least four and no more than ten members in the aggregate for so long as AEA is entitled to nominate one individual for election to the Board pursuant to this Section 1(a). If they own less than 40% of the Common Stock, North Castle I and NCP I Sub shall collectively be entitled to nominate a number of directors bearing the same relationship to the total number of directors on the Board as the number of shares of Common Stock then held by North Castle I and NCP I Sub bears to the then outstanding shares of Common Stock. The Company and each of the other parties hereto agree to take all steps within their power, including voting any voting Common Stock owned or controlled by them or any of their Affiliates, to cause any person so nominated to be elected to the Board by action of the Stockholders of the Company.

NOMINATING. Until such time as AEA and the Covered Shareholders have sold or transferred (other than through sales or transfers to AEA or Covered Shareholders) in excess of 50% of the Common Stock held by AEA and the Covered Shareholders upon the consummation of the Merger, AEA shall be entitled to nominate one person for election to the board of directors (the “Board”"BOARD") of the Company. So long as North Castle I▇▇▇▇▇ ▇▇▇▇▇▇, NCP I Sub, North Castle I–A ▇▇▇▇▇ ▇▇▇▇▇▇ ▇-▇ and North Castle II collectively own at least 40% of the Common Stock, each of North Castle I–-A and North Castle II shall be entitled to nominate one person for election to the Board and North Castle I and NCP I Sub shall collectively be entitled to nominate all other persons for election to the Board. The Board shall have at least four and no more than ten members in the aggregate for so long as AEA is entitled to nominate one individual for election to the Board pursuant to this Section 1(a). If they own it owns less than 40% of the Common Stock, North Castle I and NCP I Sub shall collectively be entitled to nominate a number of directors bearing the same relationship to the total number of directors on the Board as the number of shares of Common Stock then held by North Castle I and NCP I Sub bears to the then outstanding shares of Common Stock. The Company and each of the other parties hereto agree agrees to take all steps within their power, including voting any voting Common Stock owned or controlled by them or any of their Affiliates, to cause any person so nominated to be elected to the Board by action of the Stockholders of the Company.