Common use of Nominees Clause in Contracts

Nominees. (a) For so long as the Ownership Threshold continues to be satisfied with respect to a Principal, the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate of persons nominated and recommended by the Board (or a committee thereof) for election to the Board (the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Board) and take all reasonable action to support the nomination and election of each such Principal Nominee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof), including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting). (b) As a condition to being included in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (c) In the event that a vacancy is created at any time by the death, retirement, resignation or removal of any Director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal Nominee, the Corporation agrees to take at any time and from time to time all reasonable action to cause the Board to promptly fill the vacancy created thereby with a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) in accordance with Section 2.2(a). (d) In the event that the Ownership Threshold ceases to be satisfied with respect to a Principal, any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request of the Board, promptly resign from the Board (and from any committees thereof on which such Principal Nominee serves) with immediate effect, and the Board shall be permitted to fill such vacancy in accordance with the Certificate of Incorporation and Bylaws of the Corporation.

Nominees. (a) Until the Class B Condition ceases to be satisfied, the Company and each Stockholder shall take all reasonable actions within their respective control (including voting or causing to be voted all of the Voting Securities held of record by such Stockholder or Beneficially Owned by such Stockholder by virtue of having voting power over such Voting Securities, and, with respect to the Company, as provided in Sections 4.1(c) and (d)) so as to cause to be elected to the Board, and to cause to continue in office, not more than eleven (11) directors (or such other number of directors as Holdings may agree to in writing), and at any given time: (i) until the Class B Condition ceases to be satisfied, a number of directors equal to a majority of the Board shall be individuals designated by Holdings; and (ii) after the Class B Condition ceases to be satisfied, for so long as the Secondary Class B Condition is satisfied, a number of directors (rounded up to the nearest whole number) equal to one quarter of the Board shall be individuals designated by Holdings. (b) For so long as either the Ownership Threshold continues Class B Condition or the Secondary Class B Condition is satisfied, if Holdings notifies the Stockholders of its desire to remove, with or without cause, any director previously designated by it, the Stockholders shall vote or cause to be satisfied with respect to a Principal, voted all of the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated shares of Voting Securities held of record by such Principal (Stockholders or upon such Principal’s death or Disability, Beneficially Owned by such Principal’s Personal RepresentativeStockholders by virtue of having voting power over such Voting Securities and take all other reasonable actions within its control to cause the removal of such director. (c) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) The Company agrees to include in the slate of persons nominated and nominees recommended by the Board (or a committee thereof) for election to the Board (the “Board Slate”) at every meeting (or action those persons designated by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote Holdings in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Boardaccordance with Section 4.1(a) and take all to use its reasonable action best efforts to support cause the nomination and election of each such Principal Nominee designee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof)Board, including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships nominating such designees to be elected at such meeting (or by such action by written consent without a meeting)as directors, in each case subject to applicable law. (b) As a condition to being included in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (cd) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied is designated by Holdings in accordance with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeSection 4.1(a), the Corporation Company agrees to take at any time and from time to time all reasonable action actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of Holdings. In the event that the size of the Board is expanded to more than eleven (11) directors, the Company agrees to take at any time and from time to time all actions necessary to cause the Board to promptly fill continue to have the vacancy created thereby with a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) in accordance with number of the designees of Holdings that corresponds to the requirements of Section 2.2(a4.1(a). (de) In the event that at any time the Ownership Threshold ceases number of directors entitled to be satisfied with respect to a Principal, any Principal Nominee designated by such Principal (or Holdings pursuant to Section 4.1(a) decreases, Holdings and its Permitted Transferees shall take reasonable actions to cause a Principal’s Personal Representative, as applicable) shall, at the request sufficient number of the Board, promptly designated directors to resign from the Board at or prior to the end of such designated director’s term such that the number of designated directors after such resignation(s) equals the number of directors Holdings would have been entitled to designate pursuant to Section 4.1(a). Any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or filled by a majority vote of the Board. Notwithstanding the foregoing, such designated director(s) need not resign from the Board at or prior to the end of such director’s term if the Company’s nominating committee recommends the nomination of such director(s) for election at the next annual meeting coinciding with the end of such director’s term, or otherwise (and from any committees thereof on which for the avoidance of doubt, such Principal Nominee serves) with immediate effect, and the Board director shall no longer be permitted to fill such vacancy in accordance with the Certificate considered a designee of Incorporation and Bylaws of the CorporationHoldings).

Nominees. (a) For The Issuer and each Shareholder shall take all reasonable actions within their respective control (including voting or causing to be voted all of the Voting Securities held of record by such Shareholder or beneficially owned by such Shareholder by virtue of having voting power over such Voting Securities, and, with respect to the Issuer, as provided in Section 3.1(b), Section 3.1(c) and Section 3.1(d)) so as to cause to be elected to the Board of Directors, and to cause to continue in office, at any given time, a number of individuals designated by a Shareholder Majority (each, a “Shareholder Designee”) equal to: (i) for so long as the Ownership Threshold continues to be Minimum Condition is satisfied, such number of individuals constituting a majority of the Board of Directors; and (ii) for so long as the Minimum Condition is not satisfied with respect to a Principalbut the Percentage Interest of the Shareholders and their Permitted Transferees is at least five percent (5%), the Corporation and Percentage Interest of the Shareholders multiplied by the total number of directors comprising the Board shall of Directors and rounded up to the nearest whole number. (b) The Issuer agrees to (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate of persons nominated and nominees recommended by the Board (or a committee thereof) for election of Directors the Shareholder Designees and to use its reasonable best efforts to cause the Board (the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Board) and take all reasonable action to support the nomination and election of each such Principal Nominee Shareholder Designee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof)of Directors, including nominating each such Shareholder Designee to be elected as a director, recommending such Shareholder Designee’s election and soliciting proxies or consents in favor thereof thereof, in each case subject to the same or greater extent as it does so in favor of the other members of the Board Slateapplicable law, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting). (b) As a condition to being included in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current use its reasonable best efforts to cause each class of the Board of Directors to include, to the extent practicable, at least one Shareholder Designee. In the event that the Shareholder Majority has nominated fewer than the total number of designees that the Shareholder Majority shall be entitled to nominate pursuant to Section 3.1(a), the Shareholder Majority shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Shareholder Majority shall take all necessary corporate action, to the fullest extent permitted by applicable law (including Jersey Law), to (x) enable the Shareholder Majority to nominate and effect the election or former employment appointment of any Designee such additional individual(s) and (y) to designate such additional individual(s) nominated by the Corporation Shareholder Majority to fill such newly created vacancies or to fill any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nomineeother existing vacancies. (c) A Shareholder Designee may only be removed from the Board of Directors in accordance with the Memorandum and Articles of Association. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as Shareholder Designee (notwithstanding any reduction in the Ownership Threshold continues to be satisfied with respect to number or percentage of Ordinary Shares that the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeShareholder Majority then beneficially owns), the Corporation Issuer agrees to take at any time and from time to time all reasonable action actions necessary to cause the Board to promptly fill the vacancy created thereby with to be filled as promptly as practicable by a new Principal Nominee designated by such Principal Shareholder Designee. No reduction in the number or percentage of Ordinary Shares that the Shareholder Majority beneficially owns shall shorten the term of any incumbent director on the Board of Directors who is a Shareholder Designee. Subject to the applicable provisions of the Memorandum and Articles of Association of the Issuer, the Shareholder Majority shall have the sole and exclusive right to (or by such Principali) direct the other Shareholders to vote all their Equity Securities immediately for the removal of the Shareholder Majority’s Personal Representative, Shareholder Designees and (ii) designate a Shareholder Designee (serving in the same class as applicablethe predecessor) in accordance with Section 2.2(a)to fill vacancies on the Board. (de) In The Issuer and its Subsidiaries shall reimburse the event directors that are Shareholder Designees for all reasonable out-of-pocket expenses incurred in connection with the Ownership Threshold ceases performance of their duties as a director and in connection with their attendance at meetings of the Board of Directors or the board of directors of any of the Issuer’s Subsidiaries, and any committees thereof, including, without limitation, travel, lodging and meal expenses. If the Issuer adopts a policy that directors own a minimum amount of equity in the Issuer, Shareholder Designees shall not be subject to be satisfied such policy. (f) The Issuer shall, for so long as any Shareholder Designee serves as a member of the Board of Directors, maintain directors’ and officers’ liability insurance on terms and in an amount reasonable and customary and that provides coverage with respect to each such director; provided that upon such Shareholder Designee ceasing to serve on the Board of Directors for any reason, the Issuer shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a Principal, any Principal Nominee designated by such Principal period of not less than six (or a Principal’s Personal Representative, as applicable6) shall, at the request of the Board, promptly resign years from the Board (and from any committees thereof on time at which such Principal Nominee serves) with immediate effect, and Shareholder Designee ceases to serve on the Board of Directors in respect of any act or omission occurring at or prior to such time as the Shareholder Designee ceases to serve. The Issuer shall be permitted to fill such vacancy enter into an indemnification agreement with each Shareholder Designee serving as a Director substantially in accordance with the Certificate of Incorporation and Bylaws of the Corporationform attached as Exhibit B hereto.

Nominees. (a) The Company and each Stockholder shall take all reasonable actions within their respective control (including, with respect to Stockholders, voting or causing to be voted all of the Voting Securities held of record by such Stockholder or Beneficially Owned by such Stockholder by virtue of having voting power over such Voting Securities (including by causing their respective Voting Securities to be present, in person or by proxy, for quorum purposes at any Company stockholder meeting at which directors shall be elected), and, with respect to the Company, as provided in Sections 4.1(c), 4.1(d) and 4.1(e)) so as to cause: (i) at any time during which either the Class B Condition or the Secondary Class B Condition is satisfied, to continue in office, not more than fifteen (15) directors (or such other number of directors as Professionals may agree to in writing); (ii) at any time during which the Class B Condition is satisfied, a number of directors equal to a majority of the Board to be individuals designated by Professionals; and (iii) at any time during which the Class B Condition is no longer satisfied and the Secondary Class B Condition is satisfied, a number of directors (rounded up to the nearest whole number) equal to one third of the Board to be individuals designated by Professionals. (b) For so long as the Ownership Threshold continues Class B Condition or the Secondary Class B Condition is satisfied, if Professionals notifies the Stockholders of its desire to remove, with or without cause, any director previously designated by it, the Stockholders shall vote or cause to be satisfied with respect to a Principal, voted all of the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated shares of Voting Securities held of record by such Principal (Stockholders or upon such Principal’s death or Disability, Beneficially Owned by such Principal’s Personal RepresentativeStockholders by virtue of having voting power over such Voting Securities and take all other reasonable actions within its control to cause the removal of such director. (c) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) The Company agrees to include in the slate of persons nominated and nominees recommended by the Board those persons designated by Professionals in accordance with Section 4.1(a) and to include such persons in the Company’s proxy materials and form of proxy disseminated to stockholders in connection with the election of directors (or a committee thereof) including at any special meeting of stockholders held for the election of directors). Professionals shall include in its written communication of designation to the Board (x) director biographies in customary form and (y) reasonably detailed information regarding the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote in favor independence of each Principal Nominee (subject such nominee intended to qualify as independent. The Company shall use its reasonable efforts to cause the fiduciary duties of the Directors then serving on the Board) and take all reasonable action to support the nomination and election of each such Principal Nominee designee to the Board Board, including nominating such designees to be elected as directors (including, if necessary, subject to Section 4.1(d)) and by filling vacancies on soliciting proxies in favor of the Board election of such persons. (d) Any person designated by Professionals in accordance with Section 2.2(c4.1(a) hereof), including soliciting proxies or consents in favor thereof shall be subject to (a) the same or greater extent as it does so in favor reasonable approval of the other members of the Board SlateBoard’s nominating and corporate governance committee (if there be one) (such approval not to be unreasonably withheld, conditioned or delayed), and (iiib) the satisfaction of all legal and governance requirements (including those contained in the By-Laws) regarding service as a director of the Company; provided, that the Company shall at the request of Professionals so long as such request is not permit inconsistent with applicable law or exchange requirements, amend, modify or waive any such requirements so as not to any way impede the number right of persons nominated or recommended by the Board (or a committee thereof) Professionals to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting)nominate directors. (b) As a condition to being included in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (ce) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied is designated by Professionals in accordance with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeSection 4.1(a), the Corporation Company agrees to take at any time and from time to time all reasonable action actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of Professionals. In the event that the size of the Board is expanded to more than fifteen (15) directors, the Company agrees to take at any time and from time to time all actions necessary to cause the Board to promptly fill continue to have the vacancy created thereby with a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) in accordance with number of the designees of Professionals that corresponds to the requirements of Section 2.2(a4.1(a). (df) In the event that at any time the Ownership Threshold ceases number of directors entitled to be satisfied with respect to a Principal, any Principal Nominee designated by such Principal (or Professionals pursuant to Section 4.1(a) decreases, Professionals and the Stockholders shall take reasonable actions to cause a Principal’s Personal Representative, as applicable) shall, at the request sufficient number of the Board, promptly designated directors to resign from the Board at or prior to the end of such designated director’s term such that the number of designated directors after such resignation(s) equals the number of directors Professionals would have been entitled to designate pursuant to Section 4.1(a). Any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or filled by a majority vote of the Board. Notwithstanding the foregoing, such designated director(s) need not resign from the Board at or prior to the end of such director’s term if the Company’s nominating and corporate governance committee recommends the nomination of such director(s) for election at the next annual meeting coinciding with the end of such director’s term, or otherwise (and from any committees thereof on which for the avoidance of doubt, such Principal Nominee serves) with immediate effect, and the Board director shall no longer be permitted to fill such vacancy in accordance with the Certificate considered a designee of Incorporation and Bylaws of the CorporationProfessionals).

Nominees. (ai) For (x) At any time prior to the consummation of the IPO, so long as Initial Investor and its Permitted Transferees have retained at least two-thirds of the Ownership Threshold continues to be satisfied number of the Initial Class A Shares held by Initial Investor as of the date hereof (as adjusted by any dividend, split or combination of shares or in connection with respect to a Principalreclassification, recapitalization, merger, consolidation or other reorganization), at the Corporation and election of the Initial Investor, the Board shall (i) include such Principal or, subject to Section 2.2(b), nominate one (1) individual designated by Initial Investor such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate of persons nominated and recommended by the Board (or a committee thereof) for election to the Board (the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving Initial Investor will have one designee on the Board) and take all reasonable action to support the nomination and election of each such Principal Nominee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof), including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iiiy) not permit at any time after the number consummation of persons nominated or recommended by the IPO, so long as Initial Investor and its Permitted Transferees Beneficially Own Voting Securities representing more than 10% of the Total Voting Power of Fortress, at the election of the Initial Investor, the Board (or a committee thereof) to exceed shall nominate one individual designated by Initial Investor such that Initial Investor will have one designee on the number of directorships to be elected at such meeting (or by such action by written consent without a meeting).Board; (b) As a condition to being included in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (c) In the event that any designee of Initial Investor under this Section 2.1 shall for any reason cease to serve as a vacancy is created member of the Board during his or her term of office, and Initial Investor has the right at any such time by to nominate one individual to serve on the death, retirement, resignation or removal of any Director who was a Principal Nominee, so long as the Ownership Threshold continues Board pursuant to be satisfied with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeSection 2.1(a)(i), the Corporation agrees to take at any time and from time to time all reasonable action to cause the Board to promptly fill the resulting vacancy created thereby with a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) in accordance with Section 2.2(a). (d) In the event that the Ownership Threshold ceases to be satisfied with respect to a Principal, any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request of the Board, promptly resign from the Board (and from any committees thereof on which such Principal Nominee serves) with immediate effect, and the Board shall be permitted filled by an individual designated by Initial Investor. (iii) Notwithstanding anything to fill such vacancy in accordance with the Certificate of Incorporation and Bylaws contrary herein, Fortress shall not be required pursuant to this Section 2.1 to nominate or select any individual (a “Disqualified Person”) to serve as a member of the CorporationBoard: (A) whose appointment would cause Fortress or any its Affiliates registered under the Advisers Act as an investment adviser to provide (i) an affirmative answer to any question of Item 11 of Part I of Form ADV or (ii) any disclosure to investment advisory clients or prospective clients under Rule 206(4)-4 of the Advisers Act; or (B) who has committed any act that would reasonably be expected to cause such individual, Fortress or any Fortress Subsidiary or any “affiliated person” (as defined in the Investment Company Act) of any of the foregoing to be disqualified in any manner under Section 9 of the Investment Company Act, or that would constitute grounds for the SEC to deny, revoke or suspend the registration of Fortress or any its affiliates registered under the Advisers Act as an investment adviser under Section 203(e) of the Advisers Act.

Nominees. 7.2.1 The Council shall be entitled to elect and appoint six members to the Board and the Nominee Company one. 7.2.2 Subject to Clauses 7.2.1, 7.2.3, 7.2.4 and 10 each Member is entitled to:- (a) For so long as remove and replace the Ownership Threshold continues to be satisfied with respect to a Principal, the Corporation Nominees appointed by it and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (appoint further Nominees at any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate of persons nominated and recommended by the Board (or a committee thereof) for election to the Board (the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Board) and take all reasonable action to support the nomination and election of each such Principal Nominee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof), including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting).time; (b) As appoint persons as alternate nominees to the Board to act as a condition substitute for any absent Nominee appointed by it (an "Alternate Nominee") to being included do all such things as the absent Nominee would be entitled to do in their capacity as Nominee and to remove or replace any Alternate Nominee appointed by it and, unless otherwise expressly stated or unless the content requires otherwise, subsequent references in this Agreement to a Nominee shall be interpreted as also referring to any Alternate Nominee. 7.2.3 No appointment of a Nominee shall be valid unless that person has accepted and signed a Letter of Appointment or such other terms as the Board may agree from time to time. 7.2.4 Any appointment, replacement or removal by a Member of a Nominee appointed or intended to be appointed by that Member shall be effected by notice in writing to the Delivery Vehicle signed by or on behalf of the relevant Member and, subject to any contrary intention expressed in the Board Slate notice, shall take effect with effect from that date and time that the notice is delivered to serving the Delivery Vehicle. 7.2.5 No Nominee shall receive any remuneration or expenses reimbursement from the Delivery Vehicle for its services as a Director (if elected), any Designee selected Nominee other than reasonable expenses incurred when carrying out their duties as a Nominee and provided that nothing in this clause shall prohibit the Council from paying or authorising the payment by the Delivery Vehicle of such remuneration as it sees fit to a Principal (or Nominee. 7.2.6 Unless otherwise determined by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (c) In the event that a vacancy is created at any time by the death, retirement, resignation or removal of any Director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal Nominee, the Corporation agrees to take at any time and from time to time all reasonable action to cause the Board to promptly fill the vacancy created thereby with a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) in accordance with Section 2.2(a). (d) In the event that the Ownership Threshold ceases to be satisfied with respect to a Principal, any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request of the Board, promptly resign from the Board (and from any committees thereof on which such Principal Nominee serves) with immediate effect, and the Board shall have a Chairman and such position shall be permitted occupied either by a Council Nominee or an independent Chairman appointed pursuant to fill such vacancy in accordance with the Certificate of Incorporation and Bylaws of the Corporationthis Clause 7.2.

Nominees. (a) For so long as The Company agrees with the Ownership Threshold continues GFI Representative that the GFI Representative shall have the right to be satisfied with respect to a Principal, nominate the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate number of persons nominated and recommended by the Board (or a committee thereof) for election to the Board of Directors and the Company shall take all reasonable actions within its control to cause to be nominated for election to the Board of Directors, and to cause to continue in office, at any given time, unless waived by the GFI Representative, a number of individuals designated by the GFI Representative (the each, a “Board SlateGFI Designee”) at every meeting equal to: (or action by written consent without a meetingi) of stockholders of for so long as the Corporation at which Seller Higher Condition is satisfied, two directors are (together with any additional designees pursuant to be elected, Section 5.2(g)); and (ii) recommend for so long as the Seller Higher Condition is not satisfied but the Seller Minimum Condition is satisfied, one director. No reduction in the beneficial ownership of the GFI Representative shall shorten the term of any GFI Designee during the applicable Initial Term and any such GFI Designee shall in any event be entitled to serve the remainder of such GFI Designee’s Initial Term. (b) The Company agrees with the Sponsors that stockholders vote in favor of each Principal Nominee (subject Sponsors shall have the right to nominate for election to the fiduciary duties Board of Directors the Directors then serving on number of individuals set forth below and the Board) and Company shall take all reasonable action actions within its control to support cause to be nominated for election to the nomination Board of Directors, and to cause to continue in office, at any given time, unless waived by the Sponsors, a number of individuals designated by the Sponsors (each, a “Sponsor Designee”) equal to: (i) for so long as the Sponsor Higher Condition is satisfied, two directors (together with any additional designees pursuant to Section 5.2(g)); and (ii) for so long as either (A) the Sponsor Higher Condition is not satisfied but the Sponsor Minimum Condition is satisfied or (B) if (x) the Sponsor Minimum Condition is not satisfied and (y) all of the Earnout Shares (as defined in the Founder Shares Amendment Agreement) have not fully vested or expired without vesting, one director. No reduction in the beneficial ownership of the Sponsors shall shorten the term of any Sponsor Designee during the applicable Initial Term and any such Sponsor Designee shall in any event be entitled to serve the remainder of such Sponsor Designee’s Initial Term. (c) The Company agrees with the Sponsors and the Company agrees with the GFI Representative that the Board of Directors shall include not less than three directors who shall qualify as independent directors pursuant to SEC Guidance and the rules of the applicable stock exchange (each, an “Independent Designee” and together with the GFI Designees and the Sponsor Designees, the “Designees”). (d) If at any time, the Board of Directors does not include three directors who qualify as independent directors pursuant to applicable SEC Guidance and the rules of the applicable stock exchange, the size of the Board of Directors shall be expanded so as to permit the appointment of the required Independent Designees and such vacancies shall be filled in accordance with Section 5.2(g). (e) The Company agrees with the Sponsors and the Company agrees with the GFI Representative that, for so long as he serves as the Chief Executive Officer of the Company, J▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall be included as a member of the Board of Directors; provided that J▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall cease to be included as a member of the Board of Directors immediately upon his ceasing to serve as Chief Executive Officer of the Company (with it being understood that the Board of Directors may, in its sole discretion, elect to nominate J▇▇▇ ▇▇▇▇ ▇▇▇▇▇ to serve as his successor to the extent permissible under the By-Laws of the Company then in effect). (f) The Company agrees with the Sponsors that, (i) during his Initial Term, for so long as the Sponsors or any Sponsor Affiliated Transferee, directly or indirectly beneficially owns any Common Stock, and (ii) thereafter, for so long as the Sponsors have the right to designate any Sponsor Designees pursuant to this Section 5, M▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be the Chairman of the Board of Directors; provided that M▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall cease to be the Chairman of the Board of Directors immediately after the period described in the foregoing clause (i) or (ii), as applicable (with it being understood that the Board of Directors may, in its sole discretion, elect to nominate M▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to serve as his successor to the extent permissible under the By-Laws of the Company then in effect). (g) The Company agrees with the Sponsors and the Company agrees with the GFI Representative that, in the event (i) the number of directors on the Board of Directors is increased (which increase shall be subject to Section 3.1(c) and/or Section 3.2(c)) or (ii) the Selling Stockholders’ or Sponsors’ and the Sponsor Affiliated Transferees’, as applicable, aggregate direct or indirect beneficial ownership of Common Stock is increased after the date hereof, the number of directors the GFI Representative or Sponsors, as applicable, is entitled to designate pursuant to Section 5.2(a) or Section 5.2(b), as applicable shall be increased (but not decreased) proportionally so that the percentage of directors the GFI Representative or Sponsors, as applicable, is entitled to designate is proportional to the direct or indirect beneficial ownership of the GFI Representative and the Seller Affiliated Transferees or the Sponsor and Sponsor Affiliated Transferees, as applicable (for such purposes, rounding up to the next whole director); provided that, in no event, will either the GFI Representative or the Sponsors be entitled to nominate a majority of the Board of Directors unless the GFI Representative’s (including the Seller Affiliated Transferees) or the Sponsors’ (including the Sponsor Affiliated Transferees), as applicable, direct and indirect beneficial ownership constitutes a majority of the outstanding Voting Securities. Any additional nominees to which such persons are entitled under this Section 5.2(g) shall qualify as independent directors pursuant to SEC Guidance and the rules of the applicable stock exchange to the extent necessary for the Company to comply with such rules and regulations. (h) Without limiting the generality of the foregoing, the Company agrees with the Sponsors and the Company agrees with the GFI Representative and the Selling Stockholders to include the Designees in the slate of nominees recommended by the Board of Directors and to use its reasonable best efforts to cause the election of each such Principal Nominee Designee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof)of Directors, including nominating each such Designee to be elected as a director, recommending such Designee’s election and soliciting proxies or consents in favor thereof thereof, in each case subject to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting)applicable law. (bi) As a condition Notwithstanding anything to being included the contrary in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable)this ARTICLE V, (i) for so long as the Seller Minimum Condition is satisfied, each Sponsor Designee shall submit to require the Secretary approval of the CorporationGFI Representative (which approval shall not be unreasonably withheld, with respect to conditioned or delayed), unless such Designee, the information required by Section 1.12(d)(i) nominee is an investment professional and a bona fide officer or employee of one of the BylawsSponsors or their respective managing members, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Boardgeneral partners or management companies, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment for so long as the Sponsor Minimum Condition is satisfied, each GFI Designee shall require the approval of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, Sponsors (which approval shall not disqualify be unreasonably withheld, conditioned or delayed), unless such individual from qualifying as a Principal Nominee.nominee is an investment professional and an officer or employee of Oaktree Capital Management, L.P. (cj) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (GFI Designee or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeSponsor Designee, the Corporation Company agrees to take at any time and from time to time all reasonable action actions necessary to cause the Board to promptly fill the vacancy created thereby with to be filled as promptly as practicable by a new Principal Nominee designated by such Principal (GFI Designee or by such Principal’s Personal RepresentativeSponsor Designee, as applicable) in accordance applicable (with Section 2.2(arespect to the applicable Initial Term only, regardless of the GFI Representative’s or Sponsors’ beneficial ownership of the Company Common Stock at the time of such vacancy). (dk) In Unless waived by a majority of the event that Board of Directors excluding the Ownership Threshold ceases to be satisfied with respect to GFI Designees (in the case of removal of a Principal, any Principal Nominee designated by such Principal GFI Designee) or the Sponsor Designees (or in the case of removal of a Principal’s Personal RepresentativeSponsor Designee), as applicable, if the number of directors entitled to be designated as GFI Designees or Sponsor Designees, as applicable, pursuant to Section 5.2(a) shalland/or Section 5.2(b), at as applicable, decreases, the request Stockholders shall take reasonable actions to cause a sufficient number of the BoardGFI Designees or Sponsor Designees, promptly as applicable, to resign from the Board (and from any committees thereof on which of Directors as promptly as possible, such Principal Nominee servesthat the number of GFI Designees or Sponsor Designees, as applicable, after such resignation(s) with immediate effectequals the number of directors the GFI Representative or the Sponsors, and as applicable, would have been entitled to designate pursuant to Section 5.2(a) and/or Section 5.2(b), as applicable. Any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or filled by a majority vote of the remaining Board shall be permitted to fill such vacancy of Directors in accordance with the Certificate of Incorporation and Bylaws Incorporation. Notwithstanding the foregoing, such GFI Designee(s) or Sponsor Designee(s), as applicable, need not resign from the Board of Directors at or prior to the end of such director’s term if such director(s) is a member of the CorporationInitial Board and has not yet completed such director(s) Initial Term.

Nominees. (a) For so long as Until the Ownership Threshold continues Majority Termination Date, the Company and each Stockholder that holds Voting Securities shall take all reasonable actions within their respective control (including voting or causing to be satisfied voted all of the Voting Securities held of record by such Stockholder or Beneficially Owned by such Stockholder by virtue of having voting power over such Voting Securities, and, with respect to the Company, as provided in Sections 3.1(d) and (e)) so as to cause to be elected to the Board, and to cause to continue in office, not more than thirteen (13) directors (or such other number of directors as the Majority Stockholders may agree to in writing), and at any given time a Principal, the Corporation and number of directors equal to a majority of the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual be individuals designated by such Principal the Majority Stockholders. (b) On and following the Majority Termination Date until the Board Nomination Termination Date, the Company and each Stockholder that holds Voting Securities shall take all reasonable actions within their respective control (including voting or upon such Principal’s death or Disability, causing to be voted all of the Voting Securities held of record by such Principal’s Personal RepresentativeStockholder or Beneficially Owned by such Stockholder by virtue of having voting power over such Voting Securities, and, with respect to the Company, as provided in Sections 3.1(d) and (any such designeee)) so as to cause to be elected to the Board, and to cause to continue in office, a “Designee” andnumber of directors set forth below which shall be individuals designated by the Majority Stockholders. Less than or equal to fifty percent (50%) but at least forty percent (40%) 6 Less than forty percent (40%) but at least thirty percent (30%) 5 Less than thirty percent (30%) but at least twenty percent (20%) 4 Less than twenty percent (20%) but at least ten percent (10%) 3 Less than ten percent (10%) but at least five percent (5%) 2 (c) Until the Board Nomination Termination Date, together if the Majority Stockholders notify the Company and the other Stockholders of their desire to remove, with or without cause, any Principal so director designated for nominationby the Majority Stockholders, a “Principal Nominee”the Stockholders shall vote or cause to be voted all of the Voting Securities held of record by such Stockholders or Beneficially Owned by such Stockholders by virtue of having voting power over such Voting Securities and take all other reasonable actions within their control to cause the removal of such director. (d) The Company agrees to include in the slate of persons nominated and nominees recommended by the Board Board, at all of the Company’s applicable annual or special meetings of stockholders (or a committee thereofwritten consents) for election to the Board (the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote those persons designated by the Majority Stockholders in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Boardaccordance with Sections 3.1(a) and take all (b) and to use its reasonable action best efforts to support cause the nomination and election of each such Principal Nominee designee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof)Board, including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships nominating such designees to be elected at such meeting (or by such action by written consent without a meeting)as directors, in each case subject to applicable law. (b) As a condition to being included in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (ce) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as is designated by the Ownership Threshold continues to be satisfied Majority Stockholders in accordance with respect to the Principal who Sections 3.1(a) or (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal Nomineeb), the Corporation Company agrees to take at any time and from time to time all reasonable action actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of the Majority Stockholders. In the event that the size of the Board is not comprised of thirteen (13) directors, the Company agrees to take at any time and from time to time all actions necessary to cause the Board to promptly fill continue to have the vacancy created thereby with a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representativenumber of the designees of the Majority Stockholders that corresponds, as applicablea percentage of the total number of directors, to the requirements of Sections 3.1(a) in accordance with Section 2.2(a)and (b) (rounding up to the next whole director) and after the Majority Termination Date, the size of the Board shall not be reduced without the prior approval of a majority of the independent and disinterested directors. (df) Notwithstanding Section 3.1(e) to the contrary, once the aggregate ownership of Common Shares of the Stockholders falls below an applicable threshold set forth in Section 3.1(b), a number of the directors designated by the Majority Stockholders shall promptly tender their resignation as a director such that the remaining number of directors designated by the Majority Stockholders equals the number of directors the Stockholders are then entitled to appoint under Section 3.1(b), and the Stockholders shall take all reasonable actions within their control to cause the removal of such directors. In the event that a vacancy is created by the Ownership Threshold ceases to be satisfied with respect to resignation or removal of a Principaldirector under this Section 3.1(f), any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request of the Board, promptly resign from then the Board (and from any committees thereof on which may elect to replace such Principal Nominee serves) with immediate effect, and the Board shall be permitted to fill such vacancy director in accordance with the Certificate of Incorporation and Bylaws of the CorporationBy-laws.

Nominees. (a) The Company and each Stockholder shall take all reasonable actions within their respective control (including, with respect to Stockholders, voting or causing to be voted all of the Voting Securities held of record by such Stockholder or Beneficially Owned by such Stockholder by virtue of having voting power over such Voting Securities (including by causing their respective Voting Securities to be present, in person or by proxy, for quorum purposes at any Company stockholder meeting at which directors shall be elected), and, with respect to the Company, as provided in Sections 3.1(c), 3.1(d) and 3.1(e)) so as to cause at any time during which the Company Class A Common Stock Condition is satisfied, one (1) director of the Board to be an individual designated by ConsenSys. (b) For so long as the Ownership Threshold continues Company Class A Common Stock Condition is satisfied, if ConsenSys notifies the Stockholders of its desire to remove, with or without cause, any director previously designated by it, the Stockholders shall vote or cause to be satisfied with respect to a Principal, voted all of the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated shares of Voting Securities held of record by such Principal (Stockholders or upon such Principal’s death or Disability, Beneficially Owned by such Principal’s Personal RepresentativeStockholders by virtue of having voting power over such Voting Securities and take all other reasonable actions within its control to cause the removal of such director. (c) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) The Company agrees to include in the slate of persons nominated and nominees recommended by the Board such Person designated by ConsenSys in accordance with Section 3.1(a) and to include such Person in the Company’s proxy materials and form of proxy disseminated to stockholders in connection with the election of directors (or a committee thereof) including at any special meeting of stockholders held for the election of directors). ConsenSys shall include in its written communication of designation to the Board (the “Board Slate”i) at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, director biography in customary form and (ii) recommend that stockholders vote reasonably detailed information regarding the independence of such nominee if such nominee is intended to qualify as independent. The Company shall use its reasonable efforts to cause the election of such designee to the Board, including nominating such designee to be elected as a director (subject to Section 3.1(d)) and by soliciting proxies in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Board) and take all reasonable action to support the nomination and election of each such Principal Nominee to the Board Person. (including, if necessary, d) Any Person designated by filling vacancies on the Board ConsenSys in accordance with Section 2.2(c3.1(a) hereof), including soliciting proxies or consents in favor thereof shall be subject to (a) the same or greater extent as it does so in favor reasonable approval of the other members of the Board SlateBoard’s nominating and corporate governance committee (if there be one) (such approval not to be unreasonably withheld, conditioned or delayed), and (iiib) the satisfaction of all legal and governance requirements (including those contained in the Bylaws) regarding service as a director of the Company; provided that the Company shall at the request of ConsenSys so long as such request is not permit the number of persons nominated inconsistent with applicable law or recommended by the Board (exchange requirements, amend, modify or a committee thereof) to exceed the number of directorships to be elected at waive any such meeting (or by such action by written consent without a meeting)requirements. (b) As a condition to being included in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (ce) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied is designated by ConsenSys in accordance with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeSection 3.1(a), the Corporation Company agrees to take at any time and from time to time all reasonable action actions necessary to cause the Board to promptly fill the vacancy created thereby with to be filled as promptly as practicable by a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) in accordance with Section 2.2(a)designee of ConsenSys. (d) In the event that the Ownership Threshold ceases to be satisfied with respect to a Principal, any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request of the Board, promptly resign from the Board (and from any committees thereof on which such Principal Nominee serves) with immediate effect, and the Board shall be permitted to fill such vacancy in accordance with the Certificate of Incorporation and Bylaws of the Corporation.

Nominees. (a) For so long as the Ownership Threshold continues to be satisfied with respect to a Principal, the Corporation and the Board shall (i) include such Principal or, subject Subject to Section 2.2(b), unless this Agreement is earlier terminated pursuant to Section 6.1, so long as the Investor Beneficially Owns Common Stock representing 5.0% or more of the Common Stock then outstanding (excluding shares of Common Stock that are subject to issuance upon the exercise or exchange of rights of conversion or any options, warrants or other rights to acquire shares of Common Stock), the Company agrees that it shall cause the Committee to recommend to the Board, and the Board to nominate, for election one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate of persons nominated and recommended by the Board (or a committee thereof) for election Investor to the Board (the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Board) and take all reasonable action to support the nomination and election of each such Principal Nominee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof), including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting). (b) As a condition Notwithstanding Section 2.2(a), unless this Agreement is earlier terminated pursuant to being included in Section 6.1, if and for so long as (x) the number of directors comprising the Board Slate is increased to twelve (12) or more and (y) the Investor Beneficially Owns Common Stock representing 5.0% or more of the Common Stock then outstanding (excluding shares of Common Stock that are subject to serving as a Director (if electedissuance upon the exercise or exchange of rights of conversion or any options, warrants or other rights to acquire shares of Common Stock), the Company agrees that it shall cause the Committee to recommend to the Board, and the Board to nominate, for election the two (2) individuals designated by the Investor to the Board. (c) For as long as the Investor has the right to designate at least one individual for nomination by the Board pursuant to this Section 2.2, then, if any Designee selected such directorship is vacated by any such designated individual, the Investor shall have the right to designate a Principal (or by a Principal’s Personal Representativereplacement individual to the Board and Sections 2.2(a) and 2.2(b), as applicable), shall govern the obligations of the parties with respect to such individual. (id) For as long as the Investor has the right to designate at least one individual for nomination by the Board pursuant to this Section 2.2, the Investor’s designee(s) shall submit be entitled to the Secretary be a member of each committee and sub-committee of the CorporationBoard; provided, that, with respect to any such Designee, the information required by Section 1.12(d)(i) committee or sub-committee of the BylawsBoard whose members are required to satisfy the listing standards for independence of the New York Stock Exchange, or such other stock exchange or market on which the Common Stock is then listed, and/or are required to satisfy other applicable qualifications of the New York Stock Exchange, or such other stock exchange or market on which the Common Stock is then listed, such designee(s) shall only be entitled to be a member of such committee or sub-committee if and for so long as such designee(s) satisfies all such independence requirements and other applicable qualifications. (iie) must Members of the Board designated for nomination by the Investor shall be reasonably acceptable eligible to receive the Nominating & Governance Committee compensation payable to, and equity-based awards granted to, non-executive members of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (c) In the event that a vacancy is created at any time by the death, retirement, resignation or removal of any Director who was a Principal Nominee, so long well as the Ownership Threshold continues to be satisfied with respect to the Principal who (or on whose behalf reimbursement of travel expenses, unless any such Principal’s Personal Representative, as applicable) designated such Principal Nominee, the Corporation agrees to take at any time and from time to time all reasonable action to cause the Board to promptly fill the vacancy created thereby with a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) in accordance with Section 2.2(a). (d) In the event that the Ownership Threshold ceases to be satisfied with respect to a Principal, any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request designee is an employee of the Board, promptly resign from the Board (and from any committees thereof on which such Principal Nominee serves) with immediate effect, and the Board shall be permitted to fill such vacancy in accordance with the Certificate of Incorporation and Bylaws of the CorporationInvestor or its affiliate.

Nominees. (a) For so long as a. The Company agrees with the Ownership Threshold continues GFI Representative that the GFI Representative shall have the right to be satisfied with respect to a Principal, nominate the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate number of persons nominated and recommended by the Board (or a committee thereof) for election to the Board of Directors and the Company shall take all reasonable actions within its control to cause to be nominated for election to the Board of Directors, and to cause to continue in office, at any given time, unless waived by the GFI Representative, a number of individuals designated by the GFI Representative (each, a “GFI Designee”) equal to: i. for so long as the Seller Higher Condition is satisfied, two directors (together with any additional designees pursuant to Section 5.2(g)); and ii. for so long as the Seller Higher Condition is not satisfied but the Seller Minimum Condition is satisfied, one director. No reduction in the beneficial ownership of the GFI Representative shall shorten the term of any GFI Designee during the applicable Initial Term and any such GFI Designee shall in any event be entitled to serve the remainder of such GFI Designee’s Initial Term. b. The Company agrees with the Sponsor that the Sponsor shall have the right to nominate for election to the Board of Directors the number of individuals set forth below and the Company shall take all reasonable actions within its control to cause to be nominated for election to the Board of Directors, and to cause to continue in office, at any given time, unless waived by the Sponsor, a number of individuals designated by the Sponsor (each, a “Sponsor Designee”) equal to: i. for so long as the Sponsor Higher Condition is satisfied, two directors (together with any additional designees pursuant to Section 5.2(g)); and ii. for so long as either (A) the Sponsor Higher Condition is not satisfied but the Sponsor Minimum Condition is satisfied or (B) if (x) the Sponsor Minimum Condition is not satisfied and (y) all of the Earnout Shares (as defined in the Founder Shares Amendment Agreement) have not fully vested or expired without vesting, one director. No reduction in the beneficial ownership of the Sponsor shall shorten the term of any Sponsor Designee during the applicable Initial Term and any such Sponsor Designee shall in any event be entitled to serve the remainder of such Sponsor Designee’s Initial Term. c. The Company agrees with the Sponsor and the Company agrees with the GFI Representative that the Board of Directors shall include not less than three directors who shall qualify as independent directors pursuant to SEC Guidance and the rules of the applicable stock exchange (each, an “Independent Designee” and together with the GFI Designees and the Sponsor Designees, the “Designees”). d. If at any time, the Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders Directors does not include three directors who qualify as independent directors pursuant to applicable SEC Guidance and the rules of the Corporation at which directors are applicable stock exchange, the size of the Board of Directors shall be expanded so as to permit the appointment of the required Independent Designees and such vacancies shall be filled in accordance with Section 5.2(g). e. The Company agrees with the Sponsor and the Company agrees with the GFI Representative that, for so long as he serves as the Chief Executive Officer of the Company, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall be included as a member of the Board of Directors; provided that ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall cease to be electedincluded as a member of the Board of Directors immediately upon his ceasing to serve as Chief Executive Officer of the Company (with it being understood that the Board of Directors may, in its sole discretion, elect to nominate ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ to serve as his successor to the extent permissible under the By-Laws of the Company then in effect). f. The Company agrees with the Sponsor that, (i) during his Initial Term, for so long as the Sponsor or any Sponsor Affiliated Transferee, directly or indirectly beneficially owns any Common Stock, and (ii) recommend thereafter, for so long as the Sponsor has the right to designate any Sponsor Designees pursuant to this Section 5, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be the Chairman of the Board of Directors; provided that stockholders vote ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall cease to be the Chairman of the Board of Directors immediately after the period described in favor the foregoing clause (i) or (ii), as applicable (with it being understood that the Board of each Principal Nominee Directors may, in its sole discretion, elect to nominate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to serve as his successor to the extent permissible under the By-Laws of the Company then in effect). g. The Company agrees with the Sponsor and the Company agrees with the GFI Representative that, in the event (i) the number of directors on the Board of Directors is increased (which increase shall be subject to Section 3.1(c) and/or Section 3.2(c)) or (ii) the fiduciary duties Selling Stockholders’ or Sponsor’s (collectively with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M III LP (so long as such entity is controlled by the entity listed on Schedule A-1), the persons listed on Schedule A-2, and any Sponsor Affiliated Transferees), as applicable, aggregate direct or indirect beneficial ownership of Common Stock is increased after the Initial Closing Date,, the number of directors the GFI Representative or Sponsor, as applicable, is entitled to designate pursuant to Section 5.2(a) or Section 5.2(b), as applicable shall be increased (but not decreased) proportionally so that the percentage of directors the GFI Representative or Sponsor, as applicable, is entitled to designate is proportional to the direct or indirect beneficial ownership of the GFI Representative and the Seller Affiliated Transferees or the Sponsor (collectively with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M III LP (so long as such entity is controlled by the entity listed on Schedule A-1), the persons listed on Schedule A-2, and any Sponsor Affiliated Transferees), as applicable (for such purposes, rounding up to the next whole director); provided that, in no event, will either the GFI Representative or the Sponsor be entitled to nominate a majority of the Board of Directors then serving unless the GFI Representative’s (including the Seller Affiliated Transferees) or the Sponsor’s (including ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M III LP (so long as such entity is controlled by the entity listed on Schedule A-1), the Boardpersons listed on Schedule A-2, and any Sponsor Affiliated Transferees), as applicable, direct and indirect beneficial ownership constitutes a majority of the outstanding Voting Securities. Any additional nominees to which such persons are entitled under this Section 5.2(g) shall qualify as independent directors pursuant to SEC Guidance and take all the rules of the applicable stock exchange to the extent necessary for the Company to comply with such rules and regulations. h. Without limiting the generality of the foregoing, the Company agrees with the Sponsor and the Company agrees with the GFI Representative and the Selling Stockholders to include the Designees in the slate of nominees recommended by the Board of Directors and to use its reasonable action best efforts to support cause the nomination and election of each such Principal Nominee Designee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof)of Directors, including nominating each such Designee to be elected as a director, recommending such Designee’s election and soliciting proxies or consents in favor thereof thereof, in each case subject to applicable law. i. Notwithstanding anything to the same or greater extent as it does so contrary in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting). (b) As a condition to being included in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable)this ARTICLE V, (i) for so long as the Seller Minimum Condition is satisfied, each Sponsor Designee shall submit to require the Secretary approval of the CorporationGFI Representative (which approval shall not be unreasonably withheld, with respect to conditioned or delayed), unless such Designee, the information required by Section 1.12(d)(i) nominee is an investment professional and a bona fide officer or employee of the BylawsSponsor or its managing members, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Boardgeneral partners or management companies, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment for so long as the Sponsor Minimum Condition is satisfied, each GFI Designee shall require the approval of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, Sponsor (which approval shall not disqualify be unreasonably withheld, conditioned or delayed), unless such individual from qualifying as a Principal Nominee.nominee is an investment professional and an officer or employee of Oaktree Capital Management, L.P. (c) j. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (GFI Designee or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeSponsor Designee, the Corporation Company agrees to take at any time and from time to time all reasonable action actions necessary to cause the Board to promptly fill the vacancy created thereby with to be filled as promptly as practicable by a new Principal Nominee designated GFI Designee or Sponsor Designee, as applicable (with respect to the applicable Initial Term only, regardless of the GFI Representative’s or Sponsor’s beneficial ownership of the Company Common Stock at the time of such vacancy). k. Unless waived by such Principal a majority of the Board of Directors excluding the GFI Designees (in the case of removal of a GFI Designee) or by such Principal’s Personal Representativethe Sponsor Designees (in the case of removal of a Sponsor Designee), as applicable) in accordance with Section 2.2(a). (d) In , if the event that the Ownership Threshold ceases number of directors entitled to be satisfied with respect designated as GFI Designees or the Sponsor Designees as applicable, pursuant to Section 5.2(a), Section 5.2(b), decreases, the applicable Stockholder(s) shall take reasonable actions to cause a Principal, any Principal Nominee designated by such Principal (sufficient number of GFI Designees or a Principal’s Personal RepresentativeSponsor Designees, as applicable) shall, at the request of the Board, promptly to resign from the Board (and from any committees thereof on which of Directors as promptly as possible, such Principal Nominee servesthat the number of GFI Designees or Sponsor Designees, as applicable, after such resignation(s) with immediate effectequals the number of directors the GFI Representative or the Sponsor, and as applicable, would have been entitled to designate pursuant to Section 5.2(a), Section 5.2(b), as applicable. Any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or filled by a majority vote of the remaining Board shall be permitted to fill such vacancy of Directors in accordance with the Certificate of Incorporation and Bylaws Incorporation. Notwithstanding the foregoing, such GFI Designee(s) or Sponsor Designee(s), as applicable, need not resign from the Board of Directors at or prior to the end of such director’s term if such director(s) is a member of the CorporationInitial Board and has not yet completed such director(s) Initial Term.

Nominees. Subject to the Charter and Bylaws and applicable law: (a) The Company shall maintain a Board of Directors consisting of eight (8) members. (b) The Company shall nominate the following nominees to serve on the Board; shall use reasonable best efforts (to the extent permitted by law) to solicit proxies in favor thereof from all holders of Voting Securities; and, at each meeting of the shareholders of the Company at which directors of the Company are to be elected, shall recommend that shareholders of the Company elect to the Board each such individual nominated for election at such meeting: (i) For so long as TPG Capital Beneficially Owns at least 20% of the Ownership Threshold continues to be satisfied with respect to a PrincipalCompany’s Voting Securities, two (2) individuals chosen by TPG Capital (“TPG Nominees”), and for so long as TPG Capital Beneficially Owns at least 10% of the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b)Company’s Total Voting Power, one (1) TPG Nominee; (ii) For so long as Oaktree Capital Beneficially Owns at least 20% of the Company’s Voting Securities, two (2) individuals chosen by Oaktree Capital (“Oaktree Nominees”), and for so long as Oaktree Capital Beneficially Owns at least 10% of the Company’s Total Voting Power, one (1) Oaktree Nominee; (iii) one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in who is then serving as Chief Executive Officer of the slate of persons nominated and recommended by the Board (or a committee thereof) for election to the Board Company (the “Board SlateCEO Nominee”); and (iv) at every meeting three (3) individuals who are not Affiliates or action by written consent without Associates of a meeting) of stockholders of Major Shareholder and who meet the Corporation at which directors are to be electedIndependence Requirements (the “Non-Affiliate Nominees”); provided, (ii) recommend however, that stockholders vote if there is a reduction in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Board) and take all reasonable action to support the nomination and election of each such Principal Nominee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof), including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated TPG Nominees or recommended by the Board Oaktree Nominees pursuant to Section 2.1(b)(i) or (or a committee thereof) to exceed ii), then the number of directorships to directors who are Non-Affiliate Nominees shall be elected at such meeting (or by such action by written consent without a meeting)increased accordingly. (bi) As a condition to being included in A TPG Nominee may be only removed from the Board Slate and to serving as a Director (if elected)upon the request of TPG Capital, any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment an Oaktree Nominee may be only removed upon the request of Oaktree Capital, provided that nothing in this Agreement shall be construed to impair any Designee by rights that the Corporation or shareholders of the Company may have to remove any member of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (c) the Board for cause. In the event that (y) a vacancy is created at TPG Nominee for any time by the death, retirement, resignation or removal reason ceases to serve as a member of any Director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal Nominee, the Corporation agrees to take at any time and from time to time all reasonable action to cause the Board during his or her term of office, TPG Capital shall have the right to promptly designate for appointment an individual to fill the vacancy created thereby with vacant directorship, and (z) an Oaktree Nominee for any reason ceases to serve as a new Principal Nominee designated by such Principal (member of the Board during his or by such Principal’s Personal Representativeher term of office, as applicable) in accordance with Section 2.2(a)Oaktree Capital shall have the right to designate for appointment an individual to fill the vacant directorship. (d) In the event that the Ownership Threshold (i) a Non-Affiliate Nominee ceases to be satisfied with respect to serve as a Principal, any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request member of the BoardBoard during his term of office, promptly resign from the nominating and corporate governance committee of the Board (and from any committees thereof on which or, in the absence of such Principal Nominee servescommittee, a majority of the other directors) with immediate effectshall have the right to designate for appointment an individual who meets the Independence Requirements to fill the vacant directorship, and (ii) the CEO Nominee ceases to serve as a member of the Board during his term of office, the new Chief Executive Officer of the Company, when appointed, shall be permitted to fill such vacancy appointed in accordance with the Certificate of Incorporation and Bylaws of the Corporationhis place.

Nominees. (a) For so long as Each of the Ownership Threshold continues Shareholders (together with its Permitted Transferees) shall have the right to designate one person to be satisfied with respect elected to a Principal, the Corporation and the Board of Directors of the Company, which designee the Company shall nominate for director in accordance with its Charter and By-Laws as follows: (i) include such Principal orNational Union and its Permitted Transferees, subject if any, shall collectively be entitled to Section 2.2(b), nominate one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated person for nomination, a “Principal Nominee”) in the slate of persons nominated and recommended election by the Board of Directors and the Board of Directors of the Company shall appoint such nominee to fill a vacancy on the Board of Directors at Closing. Thereafter, the Board of Directors of the Company shall nominate the person nominated, from time to time, by National Union or its Permitted Transferee as a director of the Company for reelection as a Class I director and such nominee shall be submitted for election by shareholders as soon as members of such Class stand for election, and each time members of such Class stand for election thereafter subject to the terms hereof; the right to designate a director pursuant to this Section 7.01(a)(i) shall terminate at such time as National Union and its Permitted Transferees collectively cease to hold at least 25% of the Shares National Union acquired at Closing; and (ii) O&G and its Permitted Transferees, if any, shall be entitled to nominate one (1) person for election by the Board of Directors and the Board of Directors of the Company shall appoint such nominee to fill a vacancy on the Board of Directors at Closing. Thereafter, the Board of Directors of the Company shall nominate the person nominated, from time to time, by O&G or its Permitted Transferee as a committee thereofdirector of the Company for reelection as a Class III director and such nominee shall be submitted for election by shareholders as soon as members of such Class stand for election, and each time members of such Class stand for election thereafter subject to the terms hereof; the right to designate a director pursuant to this Section 7.01(a)(ii) shall terminate at such time as O&G and its Permitted Transferees collectively cease to hold at least 25% of the Shares O&G acquired at Closing; (iii) TSC and its Permitted Transferees, if any, shall be entitled to nominate one (1) person for election to the Board (the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders Directors of the Corporation at which directors are to Company; the parties hereto agree and acknowledge that RNT shall be elected, (ii) recommend that stockholders vote in favor deemed the designee of TSC; RNT or such other person as may be designated by TSC shall be submitted for election by shareholders as part of the management slate each Principal Nominee (time members of such Class stand for election thereafter subject to the fiduciary duties terms hereof; the right to designate a director pursuant to this Section 7.01(a)(iii) shall terminate at such time as TSC and its Permitted Transferees collectively cease to hold at least 25% of the Directors then serving on the BoardShares they acquired at Closing; and (iv) PB Capital and take all reasonable action its Permitted Transferees, if any, shall collectively be entitled to support the nomination and nominate one (1) person for election of each such Principal Nominee to the Board of Directors of the Company; the parties hereto agree and acknowledge that Michael Klein (including"Klein") shall be deemed the designee of PB Capital as ▇▇ ▇▇▇ dat▇ ▇▇ this Agreement; Klein or such other person as may be designated by PB Capital ▇▇▇▇l be submitted for election by shareholders as part of the management slate each time members of such Class stand for election thereafter subject to the terms hereof; the right to designate a director pursuant to this Section 7.01(a)(iv) shall terminate at such time as PB Capital and its Permitted Transferees collectively cease to hold at least 5% of the outstanding shares of Common Stock of the Company; and (v) ULLICO and its Permitted Transferees, if necessaryany, shall collectively be entitled to nominate one (1) person for election by filling vacancies the Board of Directors and the Board of Directors of the Company shall appoint such nominee to fill a vacancy on the Board in accordance with Section 2.2(c) hereof)of Directors at Closing. Thereafter, including soliciting proxies or consents in favor thereof the Board of Directors of the Company shall nominate the person nominated, from time to time, by ULLICO and its Permitted Transferees as a director of the Company for reelection as a Class II director and such nominee shall be submitted for election by shareholders as soon as members of such Class stand for election, and each time members of such Class stand for election thereafter subject to the same or greater extent terms hereof; the right to designate a director pursuant to this Section 7.01(a)(v) shall terminate at such time as it does so in favor ULLICO and its Permitted Transferees collectively cease to hold at least 5% of the other members outstanding shares of Common Stock of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting)Company. (b) As a condition The Company shall use its best efforts to being included cause each nominee described in the Board Slate and to serving as a Director clause (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (ia) shall submit to the Secretary of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply 7.01 to a Designee and shall not apply be nominated to any Principal himself and (ii) current or former employment of any Designee the Board by the Corporation directors of the Company as part of the management slate and to be submitted to the shareholders of the Company for election at each annual or any special meeting of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (c) In the event shareholders convened for that a vacancy is created at any time by the death, retirement, resignation or removal of any Director who was a Principal Nominee, purpose so long as each of them has the Ownership Threshold continues right to be satisfied with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal Nominee, the Corporation agrees to take at any time and from time to time all reasonable action to cause the Board to promptly fill the vacancy created thereby with nominate a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) director in accordance with this Section 2.2(a)7.01. (d) In the event that the Ownership Threshold ceases to be satisfied with respect to a Principal, any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request of the Board, promptly resign from the Board (and from any committees thereof on which such Principal Nominee serves) with immediate effect, and the Board shall be permitted to fill such vacancy in accordance with the Certificate of Incorporation and Bylaws of the Corporation.

Nominees. (a) For so long as the Ownership Threshold continues Minimum Condition is satisfied. the Corporation and each Stockholder shall take all reasonable actions within their respective control (including voting or causing to be satisfied voted all of the Voting Securities held of record by such Stockholder or beneficially owned by such Stockholder by virtue of having voting power over such Voting Securities, and, with respect to a Principalthe Corporation, the Corporation as provided in Section 4.1(c) and Section 4.1(d)) so as to cause to be elected to the Board shall (i) include such Principal orof Directors, subject and to Section 2.2(b)cause to continue in office, one (1) individual at any given time, a number of individuals designated by such Principal a Stockholder Majority (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designeeeach, a “Stockholder Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) equal to the Percentage Interest of the Stockholders multiplied by the total number of directors comprising the Board of Directors and rounded up to the nearest whole number; provided, that, in the slate event the number of persons nominated and recommended by the Board directors to be designated as Stockholder Designees would be equal to or greater than eighty percent (or a committee thereof) for election to the Board (the “Board Slate”) at every meeting (or action by written consent without a meeting80%) of stockholders the total number of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Board) and take all reasonable action to support the nomination and election of each such Principal Nominee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(cof Directors, then the Stockholder Majority shall be entitled to designate one director fewer than eighty percent (80%) hereof), including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members total number of directors on the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting)Directors. (b) As For so long as the Minimum Condition is satisfied, if a condition Stockholder Majority notifies the Stockholders of its desire to being included in remove, with or without cause, any Stockholder Designee from the Board Slate and of Directors, the Stockholders shall vote or cause to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary be voted all of the Corporation, with respect to such Designee, the information required by Section 1.12(d)(i) shares of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee Voting Securities held of the Board, as confirmed record by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound Stockholders or beneficially owned by such Stockholders by virtue of having voting power over such Voting Securities for the terms removal of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal NomineeStockholder Designee. (c) The Corporation agrees to include in the slate of nominees recommended by the Board of Directors the Stockholder Designees and to use its reasonable best efforts to cause the election of each such Stockholder Designee to the Board of Directors, including nominating such Stockholder Designees to be elected as directors, in each case subject to applicable law. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeStockholder Designee, the Corporation agrees to take at any time and from time to time all reasonable action actions necessary to cause the Board to promptly fill the vacancy created thereby with to be filled as promptly as practicable by a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) in accordance with Section 2.2(a)Stockholder Designee. (de) In the event that at any time the Ownership Threshold ceases number of directors entitled to be satisfied with respect designated as Stockholder Designees pursuant to Section 4.1(a) decreases, the Stockholders shall take reasonable actions to cause a Principal, any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request sufficient number of the Board, promptly Stockholder Designees to resign from the Board of Directors at or prior to the end of such Stockholder Designee’s term such that the number of Stockholder Designees after such resignation(s) equals the number of directors a Stockholder Majority would have been entitled to designate pursuant to Section 4.1(a). Any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or filled by a majority vote of the Board of Directors. Notwithstanding the foregoing, such Stockholder Designee(s) need not resign from the Board of Directors at or prior to the end of such director’s term if the Corporation’s nominating committee recommends the nomination of such director(s) for election at the next annual meeting coinciding with the end of such director’s term, or otherwise (and from any committees thereof on which for the avoidance of doubt, such Principal Nominee serves) with immediate effect, and the Board director shall no longer be permitted to fill such vacancy in accordance with the Certificate of Incorporation and Bylaws of the Corporationconsidered a Stockholder Designee).

Nominees. (a) For so long as Within four business days of the Ownership Threshold continues to be satisfied with respect to a PrincipalClosing Date, the Corporation and the Board shall appoint the two directors listed on Schedule I hereto (ieach, an (“Investor Director”). At each meeting of the Company’s stockholders at which the election of directors is to be considered, the Company shall nominate the Investor Director(s) include such Principal or, subject to Section 2.2(b), one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate of persons nominated and recommended by the Board (or a committee thereof) Investor for election to the Board (by the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders holders of the Corporation at which directors are to be elected, (ii) recommend that Company’s voting stock and solicit proxies from the Company’s stockholders vote in favor of the election of Investor Directors. The Company shall use all reasonable best efforts to cause each Principal Nominee (subject Investor Director to be elected to the fiduciary duties Board (including voting all unrestricted proxies in favor of the Directors then serving on election of such Investor Director and including recommending approval of such Investor Director’s appointment to the Board) and shall not take all reasonable any action designed to support diminish the nomination and election prospects of each such Principal Nominee Investor Director(s) of being elected to the Board (includingBoard. Each Investor Director shall be entitled to the equity and non-equity consideration, if necessaryand indemnification protections, as provided by filling vacancies the Company to each of its non-employee directors in accordance with the Company’s in-place policies and practices. In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of term of office of an Investor Director or the creation of a new directorship to which the Investor has the right to nominate a director as provided in accordance this Agreement, then the Company shall use all reasonable best efforts to cause the Board to fill such vacancy or new directorship with Section 2.2(c) hereof)a representative designated by the Investors as provided hereunder, including soliciting proxies in either case, to serve until the next annual or consents in favor thereof to the same or greater extent as it does so in favor special meeting of the other members stockholders. The Company shall use its reasonable best efforts such that one of the Board SlateInvestor Directors shall be a member of the audit committee of the Board, so long as consistent with the independence and (iii) not permit other applicable requirements of the number of persons nominated NYSE American Stock Exchange or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected under applicable law. The nomination rights provided in this section shall terminate at such meeting (or time as the direct and indirect ownership of Common Stock by such action by written consent without a meeting)Investor and its affiliates is less than 20% of the outstanding Common Stock. (b) As The Company shall not, and shall take action to ensure that each subsidiary of the Company shall not, without the approval of the Board of Directors, which approval must include the approval of one or more of the Investor Directors (acknowledging that Investor Directors have a condition duty to being included act in the Board Slate and to serving as a Director (if electedbest interest of all stockholders), take any Designee selected by a Principal (of the following actions or by a Principal’s Personal Representative, as applicable), engage in any of the following transactions: (i) shall submit to the Secretary of the Corporationsell, assign, license, pledge, or encumber material assets, technology or intellectual property, other than in connection with respect to such Designee, the information required by Section 1.12(d)(i) of the Bylaws, ordinary course product sales or licenses; (ii) must be reasonably acceptable to incur, create, assume, issue, or permit any indebtedness, other than in the Nominating & Governance Committee ordinary course of the Board, as confirmed by such Nominating & Governance Committee and business; (iii) shall execute a written undertaking agreeing voluntary delist the Company’s securities from the NYSE American Stock Exchange; (iv) commence any voluntary liquidation, bankruptcy, dissolution, recapitalization, reorganization or assignment to be bound by the terms of Section 2.2(d)their creditors, Section 2.6(bor any similar transaction; or (x) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply agree to any Principal himself and (ii) current or former employment of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, shall not disqualify such individual from qualifying as a Principal Nominee. (c) In the event that a vacancy is created at any time by the death, retirement, resignation or removal of any Director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal Nominee, the Corporation agrees to take at any time and from time to time all reasonable action to cause the Board to promptly fill the vacancy created thereby with a new Principal Nominee designated by such Principal (or by such Principal’s Personal Representative, as applicable) in accordance with Section 2.2(a). (d) In the event that the Ownership Threshold ceases to be satisfied with respect to a Principal, any Principal Nominee designated by such Principal (or a Principal’s Personal Representative, as applicable) shall, at the request of the Board, promptly resign from the Board (and from any committees thereof on which such Principal Nominee serves) with immediate effect, and the Board shall be permitted to fill such vacancy in accordance with the Certificate of Incorporation and Bylaws of the Corporationforegoing.

Nominees. (a) For so long as a. The Company agrees with the Ownership Threshold continues GFI Representative that the GFI Representative shall have the right to be satisfied with respect to a Principal, nominate the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate number of persons nominated and recommended by the Board (or a committee thereof) for election to the Board of Directors and the Company shall take all reasonable actions within its control to cause to be nominated for election to the Board of Directors, and to cause to continue in office, at any given time, unless waived by the GFI Representative, a number of individuals designated by the GFI Representative (each, a “GFI Designee”) equal to: i. for so long as the Seller Higher Condition is satisfied, two directors (together with any additional designees pursuant to Section 5.2(g)); and ii. for so long as the Seller Higher Condition is not satisfied but the Seller Minimum Condition is satisfied, one director. No reduction in the beneficial ownership of the GFI Representative shall shorten the term of any GFI Designee during the applicable Initial Term and any such GFI Designee shall in any event be entitled to serve the remainder of such GFI Designee’s Initial Term. b. The Company agrees with the Sponsor that the Sponsor shall have the right to nominate for election to the Board of Directors the number of individuals set forth below and the Company shall take all reasonable actions within its control to cause to be nominated for election to the Board of Directors, and to cause to continue in office, at any given time, unless waived by the Sponsor, a number of individuals designated by the Sponsor (each, a “Sponsor Designee”) equal to: i. for so long as the Sponsor Higher Condition is satisfied, two directors (together with any additional designees pursuant to Section 5.2(g)); and ii. for so long as either (A) the Sponsor Higher Condition is not satisfied but the Sponsor Minimum Condition is satisfied or (B) if (x) the Sponsor Minimum Condition is not satisfied and (y) all of the Earnout Shares (as defined in the Founder Shares Amendment Agreement) have not fully vested or expired without vesting, one director. No reduction in the beneficial ownership of the Sponsor shall shorten the term of any Sponsor Designee during the applicable Initial Term and any such Sponsor Designee shall in any event be entitled to serve the remainder of such Sponsor Designee’s Initial Term. c. The Company agrees with the Sponsor and the Company agrees with the GFI Representative that the Board of Directors shall include not less than three directors who shall qualify as independent directors pursuant to SEC Guidance and the rules of the applicable stock exchange (each, an “Independent Designee” and together with the GFI Designees and the Sponsor Designees, the “Designees”). d. If at any time, the Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders Directors does not include three directors who qualify as independent directors pursuant to applicable SEC Guidance and the rules of the Corporation at which directors are applicable stock exchange, the size of the Board of Directors shall be expanded so as to permit the appointment of the required Independent Designees and such vacancies shall be filled in accordance with Section 5.2(g). e. The Company agrees with the Sponsor and the Company agrees with the GFI Representative that, for so long as he serves as the Chief Executive Officer of the Company, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall be included as a member of the Board of Directors; provided that ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall cease to be electedincluded as a member of the Board of Directors immediately upon his ceasing to serve as Chief Executive Officer of the Company (with it being understood that the Board of Directors may, in its sole discretion, elect to nominate ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ to serve as his successor to the extent permissible under the By-Laws of the Company then in effect). f. The Company agrees with the Sponsor that, (i) during his Initial Term, for so long as the Sponsor or any Sponsor Affiliated Transferee, directly or indirectly beneficially owns any Common Stock, and (ii) recommend thereafter, for so long as the Sponsor has the right to designate any Sponsor Designees pursuant to this Section 5, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be the Chairman of the Board of Directors; provided that stockholders vote ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall cease to be the Chairman of the Board of Directors immediately after the period described in favor the foregoing clause (i) or (ii), as applicable (with it being understood that the Board of each Principal Nominee Directors may, in its sole discretion, elect to nominate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to serve as his successor to the extent permissible under the By-Laws of the Company then in effect). g. The Company agrees with the Sponsor and the Company agrees with the GFI Representative that, in the event (i) the number of directors on the Board of Directors is increased (which increase shall be subject to Section 3.1(c) and/or Section 3.2(c)) or (ii) the fiduciary duties Selling Stockholders’ or Sponsor’s (collectively with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M III LP (so long as such entity is controlled by the entity listed on Schedule A-1), the persons listed on Schedule A-2, and any Sponsor Affiliated Transferees), as applicable, aggregate direct or indirect beneficial ownership of Common Stock is increased after the Initial Closing Date,, the number of directors the GFI Representative or Sponsor, as applicable, is entitled to designate pursuant to Section 5.2(a) or Section 5.2(b), as applicable shall be increased (but not decreased) proportionally so that the percentage of directors the GFI Representative or Sponsor, as applicable, is entitled to designate is proportional to the direct or indirect beneficial ownership of the GFI Representative and the Seller Affiliated Transferees or the Sponsor (collectively with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M III LP (so long as such entity is controlled by the entity listed on Schedule A-1), the persons listed on Schedule A-2, and any Sponsor Affiliated Transferees), as applicable (for such purposes, rounding up to the next whole director); provided that, in no event, will either the GFI Representative or the Sponsor be entitled to nominate a majority of the Board of Directors then serving unless the GFI Representative’s (including the Seller Affiliated Transferees) or the Sponsor’s (including ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M III LP (so long as such entity is controlled by the entity listed on Schedule A-1), the Boardpersons listed on Schedule A-2, and any Sponsor Affiliated Transferees), as applicable, direct and indirect beneficial ownership constitutes a majority of the outstanding Voting Securities. Any additional nominees to which such persons are entitled under this Section 5.2(g) shall qualify as independent directors pursuant to SEC Guidance and take all the rules of the applicable stock exchange to the extent necessary for the Company to comply with such rules and regulations. h. Without limiting the generality of the foregoing, the Company agrees with the Sponsor and the Company agrees with the GFI Representative and the Selling Stockholders to include the Designees in the slate of nominees recommended by the Board of Directors and to use its reasonable action best efforts to support cause the nomination and election of each such Principal Nominee Designee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof)of Directors, including nominating each such Designee to be elected as a director, recommending such Designee’s election and soliciting proxies or consents in favor thereof thereof, in each case subject to applicable law. i. Notwithstanding anything to the same or greater extent as it does so contrary in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting). (b) As a condition to being included in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable)this ARTICLE V, (i) for so long as the Seller Minimum Condition is satisfied, each Sponsor Designee shall submit to require the Secretary approval of the CorporationGFI Representative (which approval shall not be unreasonably withheld, with respect to conditioned or delayed), unless such Designee, the information required by Section 1.12(d)(i) nominee is an investment professional and a bona fide officer or employee of the BylawsSponsor or its managing members, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Boardgeneral partners or management companies, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment for so long as the Sponsor Minimum Condition is satisfied, each GFI Designee shall require the approval of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, Sponsor (which approval shall not disqualify be unreasonably withheld, conditioned or delayed), unless such individual from qualifying as a Principal Nominee.nominee is an investment professional and an officer or employee of Oaktree Capital Management, L.P. (c) j. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (GFI Designee or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeSponsor Designee, the Corporation Company agrees to take at any time and from time to time all reasonable action actions necessary to cause the Board to promptly fill the vacancy created thereby with to be filled as promptly as practicable by a new Principal Nominee designated GFI Designee or Sponsor Designee, as applicable (with respect to the applicable Initial Term only, regardless of the GFI Representative’s or Sponsor’s beneficial ownership of the Company Common Stock at the time of such vacancy). k. Unless waived by such Principal a majority of the Board of Directors excluding the GFI Designees (in the case of removal of a GFI Designee) or by such Principal’s Personal Representativethe Sponsor Designees (in the case of removal of a Sponsor Designee), as applicable) in accordance with Section 2.2(a). (d) In , if the event that the Ownership Threshold ceases number of directors entitled to be satisfied with respect designated as GFI Designees or the Sponsor Designees as applicable, pursuant to Section 5.2(a) and/or Section 5.2(b), decreases, the applicable Stockholder(s) shall take reasonable actions to cause a Principal, any Principal Nominee designated by such Principal (sufficient number of GFI Designees or a Principal’s Personal RepresentativeSponsor Designees, as applicable) shall, at the request of the Board, promptly to resign from the Board (and from any committees thereof on which of Directors as promptly as possible, such Principal Nominee servesthat the number of GFI Designees or Sponsor Designees, as applicable, after such resignation(s) with immediate effectequals the number of directors the GFI Representative or the Sponsor, and as applicable, would have been entitled to designate pursuant to Section 5.2(a) and/or Section 5.2(b), as applicable. Any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or filled by a majority vote of the remaining Board shall be permitted to fill such vacancy of Directors in accordance with the Certificate of Incorporation and Bylaws Incorporation. Notwithstanding the foregoing, such GFI Designee(s) or Sponsor Designee(s), as applicable, need not resign from the Board of Directors at or prior to the end of such director’s term if such director(s) is a member of the CorporationInitial Board and has not yet completed such director(s) Initial Term.

Nominees. (a) For so long as a. The Company agrees with the Ownership Threshold continues GFI Representative that the GFI Representative shall have the right to be satisfied with respect to a Principal, nominate the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate number of persons nominated and recommended by the Board (or a committee thereof) for election to the Board (of Directors and the “Board Slate”) at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) recommend that stockholders vote in favor of each Principal Nominee (subject to the fiduciary duties of the Directors then serving on the Board) and Company shall take all reasonable action actions within its control to support the nomination and cause to be nominated for election of each such Principal Nominee to the Board of Directors, and to cause to continue in office, at any given time, unless waived by the GFI Representative, a number of individuals designated by the GFI Representative (includingeach, if necessarya “GFI Designee”) equal to: i. for so long as the Seller Minimum Condition is satisfied, by filling vacancies on one director. No reduction in the beneficial ownership of the GFI Representative shall shorten the term of any GFI Designee during the applicable Initial Term and any such GFI Designee shall in any event be entitled to serve the remainder of such GFI Designee’s Initial Term. b. The Company agrees with the Sponsor that the Sponsor shall have the right to nominate for election to the Board in accordance with Section 2.2(c) hereof), including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iii) not permit Directors the number of persons individuals set forth below and the Company shall take all reasonable actions within its control to cause to be nominated or recommended for election to the Board of Directors, and to cause to continue in office, at any given time, unless waived by the Board (or Sponsor, a committee thereof) to exceed the number of directorships individuals designated by the Sponsor (each, a “Sponsor Designee”) equal to: i. for so long as either (A) the Sponsor Minimum Condition is satisfied or (B) if (x) the Sponsor Minimum Condition is not satisfied and (y) all of the Earnout Shares (as defined in the Founder Shares Amendment Agreement) have not fully vested or expired without vesting, one director. No reduction in the beneficial ownership of the Sponsor shall shorten the term of any Sponsor Designee during the applicable Initial Term and any such Sponsor Designee shall in any event be entitled to be elected at serve the remainder of such meeting (or by such action by written consent without a meeting)Sponsor Designee’s Initial Term. (b) As a condition to being included in c. The Company agrees with the Sponsor and the Company agrees with the GFI Representative that the Board Slate of Directors shall include not less than three directors who shall qualify as independent directors pursuant to SEC Guidance and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable), (i) shall submit to the Secretary rules of the Corporationapplicable stock exchange (each, an “Independent Designee” and together with respect to such the GFI Designee and the Sponsor Designee, the information required by Section 1.12(d)(i) of the Bylaws, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Board, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d“Designees”), Section 2.6(b) and Section 3.2. For the avoidance of doubt, and notwithstanding anything to the contrary set forth herein, the replacement, removal and appointment of any Independent Designee named in Section 5.1 shall not require any amendment to this Agreement and such Independent Designees and their successors shall be nominated by the Board pursuant to applicable SEC Guidance and the rules of the applicable stock exchange. d. If at any time, the Board of Directors does not include three directors who qualify as independent directors pursuant to applicable SEC Guidance and the rules of the applicable stock exchange, the size of the Board of Directors shall be expanded so as to permit the appointment of the required Independent Designees. e. The Company agrees with the Sponsor and the Company agrees with the GFI Representative that, for so long as he serves as the Chief Executive Officer of the Company, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall be included as a member of the Board of Directors; provided that ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall cease to be included as a member of the Board of Directors immediately upon his ceasing to serve as Chief Executive Officer of the Company (with it being understood that the Board of Directors may, in its sole discretion, elect to nominate ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ to serve as his successor to the extent permissible under the By-Laws of the Company then in effect). f. Without limiting the generality of the foregoing, the Company agrees with the Sponsor and the Company agrees with the GFI Representative and the Selling Stockholders to include the Designees in the slate of nominees recommended by the Board of Directors and to use its reasonable best efforts to cause the election of each such Designee to the Board of Directors, including nominating each such Designee to be elected as a director, recommending such Designee’s election and soliciting proxies or consents in favor thereof, in each case subject to applicable law. g. Notwithstanding anything to the contrary in this ARTICLE V, (i) for so long as the requirements Seller Minimum Condition is satisfied, the Sponsor Designee shall require the approval of this Section 2.2(b) shall only apply to a Designee and the GFI Representative (which approval shall not apply to any Principal himself be unreasonably withheld, conditioned or delayed), unless such nominee is an investment professional and a bona fide officer or employee of the Sponsor or its managing members, general partners or management companies, and (ii) current or former employment for so long as the Sponsor Minimum Condition is satisfied, the GFI Designee shall require the approval of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, Sponsor (which approval shall not disqualify be unreasonably withheld, conditioned or delayed), unless such individual from qualifying as a Principal Nominee.nominee is an investment professional and an officer or employee of Oaktree Capital Management, L.P. (c) h. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (GFI Designee or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeSponsor Designee, the Corporation Company agrees to take at any time and from time to time all reasonable action actions necessary to cause the Board to promptly fill the vacancy created thereby with to be filled as promptly as practicable by a new Principal Nominee designated by such Principal (GFI Designee or by such Principal’s Personal RepresentativeSponsor Designee, as applicable) in accordance with Section 2.2(a). applicable (d) In the event that the Ownership Threshold ceases to be satisfied with respect to a Principalthe applicable Initial Term only, any Principal Nominee designated by such Principal (regardless of the GFI Representative’s or a PrincipalSponsor’s Personal Representative, as applicable) shall, beneficial ownership of the Company Common Stock at the request time of the Board, promptly resign from the Board (and from any committees thereof on which such Principal Nominee serves) with immediate effect, and the Board shall be permitted to fill such vacancy in accordance with the Certificate of Incorporation and Bylaws of the Corporationvacancy).

Nominees. (a) For so long as The Company agrees with the Ownership Threshold continues GFI Representative that the GFI Representative shall have the right to be satisfied with respect to a Principal, nominate the Corporation and the Board shall (i) include such Principal or, subject to Section 2.2(b), one (1) individual designated by such Principal (or upon such Principal’s death or Disability, by such Principal’s Personal Representative) (any such designee, a “Designee” and, together with any Principal so designated for nomination, a “Principal Nominee”) in the slate number of persons nominated and recommended by the Board (or a committee thereof) for election to the Board of Directors and the Company shall take all reasonable actions within its control to cause to be nominated for election to the Board of Directors, and to cause to continue in office, at any given time, unless waived by the GFI Representative, a number of individuals designated by the GFI Representative (the each, a “Board SlateGFI Designee”) at every meeting equal to: (or action by written consent without a meetingi) of stockholders of for so long as the Corporation at which Seller Higher Condition is satisfied, two directors are (together with any additional designees pursuant to be elected, Section 5.2(g)); and (ii) recommend for so long as the Seller Higher Condition is not satisfied but the Seller Minimum Condition is satisfied, one director. No reduction in the beneficial ownership of the GFI Representative shall shorten the term of any GFI Designee during the applicable Initial Term and any such GFI Designee shall in any event be entitled to serve the remainder of such GFI Designee’s Initial Term. (b) The Company agrees with the Sponsor that stockholders vote in favor of each Principal Nominee (subject the Sponsor shall have the right to nominate for election to the fiduciary duties Board of Directors the Directors then serving on number of individuals set forth below and the Board) and Company shall take all reasonable action actions within its control to support cause to be nominated for election to the nomination Board of Directors, and to cause to continue in office, at any given time, unless waived by the Sponsor, a number of individuals designated by the Sponsor (each, a “Sponsor Designee”) equal to: (i) for so long as the Sponsor Higher Condition is satisfied, two directors (together with any additional designees pursuant to Section 5.2(g)); and (ii) for so long as either (A) the Sponsor Higher Condition is not satisfied but the Sponsor Minimum Condition is satisfied or (B) if (x) the Sponsor Minimum Condition is not satisfied and (y) all of the Earnout Shares (as defined in the Founder Shares Amendment Agreement) have not fully vested or expired without vesting, one director. No reduction in the beneficial ownership of the Sponsor shall shorten the term of any Sponsor Designee during the applicable Initial Term and any such Sponsor Designee shall in any event be entitled to serve the remainder of such Sponsor Designee’s Initial Term. (c) The Company agrees with the Sponsor and the Company agrees with the GFI Representative that the Board of Directors shall include not less than three directors who shall qualify as independent directors pursuant to SEC Guidance and the rules of the applicable stock exchange (each, an “Independent Designee” and together with the GFI Designees and the Sponsor Designees, the “Designees”). (d) If at any time, the Board of Directors does not include three directors who qualify as independent directors pursuant to applicable SEC Guidance and the rules of the applicable stock exchange, the size of the Board of Directors shall be expanded so as to permit the appointment of the required Independent Designees and such vacancies shall be filled in accordance with Section 5.2(g). (e) The Company agrees with the Sponsor and the Company agrees with the GFI Representative that, for so long as he serves as the Chief Executive Officer of the Company, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall be included as a member of the Board of Directors; provided that ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall cease to be included as a member of the Board of Directors immediately upon his ceasing to serve as Chief Executive Officer of the Company (with it being understood that the Board of Directors may, in its sole discretion, elect to nominate ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ to serve as his successor to the extent permissible under the By-Laws of the Company then in effect). (f) The Company agrees with the Sponsor that, (i) during his Initial Term, for so long as the Sponsor or any Sponsor Affiliated Transferee, directly or indirectly beneficially owns any Common Stock, and (ii) thereafter, for so long as the Sponsor has the right to designate any Sponsor Designees pursuant to this Section 5, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be the Chairman of the Board of Directors; provided that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall cease to be the Chairman of the Board of Directors immediately after the period described in the foregoing clause (i) or (ii), as applicable (with it being understood that the Board of Directors may, in its sole discretion, elect to nominate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to serve as his successor to the extent permissible under the By-Laws of the Company then in effect). (g) The Company agrees with the Sponsor and the Company agrees with the GFI Representative that, in the event (i) the number of directors on the Board of Directors is increased (which increase shall be subject to Section 3.1(c) and/or Section 3.2(c)) or (ii) the Selling Stockholders’ or Sponsor’s (collectively with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M III LP (so long as such entity is controlled by the entity listed on Schedule A-1), the persons listed on Schedule A-2, and any Sponsor Affiliated Transferees), as applicable, aggregate direct or indirect beneficial ownership of Common Stock is increased after the date hereof, the number of directors the GFI Representative or Sponsor, as applicable, is entitled to designate pursuant to Section 5.2(a) or Section 5.2(b), as applicable shall be increased (but not decreased) proportionally so that the percentage of directors the GFI Representative or Sponsor, as applicable, is entitled to designate is proportional to the direct or indirect beneficial ownership of the GFI Representative and the Seller Affiliated Transferees or the Sponsor (collectively with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M III LP (so long as such entity is controlled by the entity listed on Schedule A-1), the persons listed on Schedule A-2, and any Sponsor Affiliated Transferees), as applicable (for such purposes, rounding up to the next whole director); provided that, in no event, will either the GFI Representative or the Sponsor be entitled to nominate a majority of the Board of Directors unless the GFI Representative’s (including the Seller Affiliated Transferees) or the Sponsor’s (including ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M III LP (so long as such entity is controlled by the entity listed on Schedule A-1), the persons listed on Schedule A-2, and any Sponsor Affiliated Transferees), as applicable, direct and indirect beneficial ownership constitutes a majority of the outstanding Voting Securities. Any additional nominees to which such persons are entitled under this Section 5.2(g) shall qualify as independent directors pursuant to SEC Guidance and the rules of the applicable stock exchange to the extent necessary for the Company to comply with such rules and regulations. (h) Without limiting the generality of the foregoing, the Company agrees with the Sponsor and the Company agrees with the GFI Representative and the Selling Stockholders to include the Designees in the slate of nominees recommended by the Board of Directors and to use its reasonable best efforts to cause the election of each such Principal Nominee Designee to the Board (including, if necessary, by filling vacancies on the Board in accordance with Section 2.2(c) hereof)of Directors, including nominating each such Designee to be elected as a director, recommending such Designee’s election and soliciting proxies or consents in favor thereof thereof, in each case subject to the same or greater extent as it does so in favor of the other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting)applicable law. (bi) As a condition Notwithstanding anything to being included the contrary in the Board Slate and to serving as a Director (if elected), any Designee selected by a Principal (or by a Principal’s Personal Representative, as applicable)this ARTICLE V, (i) for so long as the Seller Minimum Condition is satisfied, each Sponsor Designee shall submit to require the Secretary approval of the CorporationGFI Representative (which approval shall not be unreasonably withheld, with respect to conditioned or delayed), unless such Designee, the information required by Section 1.12(d)(i) nominee is an investment professional and a bona fide officer or employee of the BylawsSponsor or its managing members, (ii) must be reasonably acceptable to the Nominating & Governance Committee of the Boardgeneral partners or management companies, as confirmed by such Nominating & Governance Committee and (iii) shall execute a written undertaking agreeing to be bound by the terms of Section 2.2(d), Section 2.6(b) and Section 3.2. For the avoidance of doubt, (i) the requirements of this Section 2.2(b) shall only apply to a Designee and shall not apply to any Principal himself and (ii) current or former employment for so long as the Sponsor Minimum Condition is satisfied, each GFI Designee shall require the approval of any Designee by the Corporation or any of its Subsidiaries or Affiliates, or failure to qualify as an Independent Director, Sponsor (which approval shall not disqualify be unreasonably withheld, conditioned or delayed), unless such individual from qualifying as a Principal Nominee.nominee is an investment professional and an officer or employee of Oaktree Capital Management, L.P. (cj) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Director director who was a Principal Nominee, so long as the Ownership Threshold continues to be satisfied with respect to the Principal who (GFI Designee or on whose behalf such Principal’s Personal Representative, as applicable) designated such Principal NomineeSponsor Designee, the Corporation Company agrees to take at any time and from time to time all reasonable action actions necessary to cause the Board to promptly fill the vacancy created thereby with to be filled as promptly as practicable by a new Principal Nominee designated by such Principal (GFI Designee or by such Principal’s Personal RepresentativeSponsor Designee, as applicable) in accordance applicable (with Section 2.2(arespect to the applicable Initial Term only, regardless of the GFI Representative’s or Sponsor’s beneficial ownership of the Company Common Stock at the time of such vacancy). (dk) In Unless waived by a majority of the event that Board of Directors excluding the Ownership Threshold ceases to be satisfied with respect to GFI Designees (in the case of removal of a Principal, any Principal Nominee designated by such Principal GFI Designee) or the Sponsor Designees (or in the case of removal of a Principal’s Personal RepresentativeSponsor Designee), as applicable, if the number of directors entitled to be designated as GFI Designees or Sponsor Designees, as applicable, pursuant to Section 5.2(a) shalland/or Section 5.2(b), at as applicable, decreases, the request Stockholders shall take reasonable actions to cause a sufficient number of the BoardGFI Designees or Sponsor Designees, promptly as applicable, to resign from the Board (and from any committees thereof on which of Directors as promptly as possible, such Principal Nominee servesthat the number of GFI Designees or Sponsor Designees, as applicable, after such resignation(s) with immediate effectequals the number of directors the GFI Representative or the Sponsor, and as applicable, would have been entitled to designate pursuant to Section 5.2(a) and/or Section 5.2(b), as applicable. Any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or filled by a majority vote of the remaining Board shall be permitted to fill such vacancy of Directors in accordance with the Certificate of Incorporation and Bylaws Incorporation. Notwithstanding the foregoing, such GFI Designee(s) or Sponsor Designee(s), as applicable, need not resign from the Board of Directors at or prior to the end of such director’s term if such director(s) is a member of the CorporationInitial Board and has not yet completed such director(s) Initial Term.