Common use of Election of Directors Clause in Contracts

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 40% (but less than 50%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Blackstone Investors, the Accel Investor and their Affiliates collectively Beneficially Own at least 5% (but less than 20%) of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of DirectorsDirectors (in each case, each such person a “Blackstone Designee”). For so long as the Directors on the Board are divided into three classes, such Blackstone Designees shall be apportioned among such classes so as to maintain the number of Blackstone Designees in each class as nearly equal as possible.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Outstanding Summit Interests as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator Entities shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of nominate to the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or designees equal to at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal toleast: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% a majority of the Total Number of Directors, rounded down to the nearest whole number; (ii) if so long as the Pre-IPO Owners collectively Beneficially Own at least 40beneficially own 50% (but less than 50%) or more of the total outstanding shares of Common Stock as of the record date for such meeting, Stock; (ii) 40% of the Total Number of Directors, rounded down to in the nearest whole number; (iii) if event that the Pre-IPO Owners collectively Beneficially Own at least 30beneficially own 40% (or more, but less than 4050%) , of the total outstanding shares of Common Stock as of the record date for such meeting, Stock; (iii) 30% of the Total Number of Directors, rounded down to in the nearest whole number; (iv) if event that the Pre-IPO Owners collectively Beneficially Own at least 20beneficially own 30% (or more, but less than 3040%) , of the total outstanding shares of Common Stock as of the record date for such meeting, either Stock; (Aiv) 20% of the Total Number of Directors, rounded down to in the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number event that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5beneficially own 20% (or more, but less than 2030%) , of the total outstanding shares of Common Stock as of the record date for such meeting, the lowest whole number that is greater than Stock; and (v) 10% of the Total Number of Directors, in the event that the Pre-IPO Owners collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the Blackstone Entities are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1⁄4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. At the request of the Blackstone Entities, for so long as the Board is classified, the Blackstone Entities shall be entitled to nominate that number of Directors to each class, such that the number of Directors nominated by the Blackstone Entities in each class shall be as nearly equal as possible.

Election of Directors. (a) Following the Closing Date, the The Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50at least 30% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest lowest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less number that is greater than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (ivii) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (viii) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners Blackstone Investors collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own hold at least 40% (but less than 50%) of the total aggregate outstanding Class A Common Stock as of on a Fully Exchanged Basis, the record date for such meeting, lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iiiii) if the Pre-IPO Owners Blackstone Investors collectively Beneficially Own hold at least 30% (but less than 40%) of the total aggregate outstanding Class A Common Stock as of on a Fully Exchanged Basis, the record date for such meeting, lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iviii) if the Pre-IPO Owners Blackstone Investors collectively Beneficially Own hold at least 20% (but less than 30%) of the total aggregate outstanding Class A Common Stock as of the record date for such meetingon a Fully Exchanged Basis, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (viv) if the Pre-IPO Owners Blackstone Investors collectively Beneficially Own hold at least 5% (but less than 20%) of the total aggregate outstanding Class A Common Stock as of the record date for such meetingon a Fully Exchanged Basis, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of DirectorsDirectors (in each case, each such person a “Blackstone Designee”).

Election of Directors. (a) Following the Closing Date, the Blackstone Stockholder Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon following the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director any Directors and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Stockholder Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total outstanding Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total outstanding Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total outstanding Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total outstanding Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total outstanding Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.

Election of Directors. (a) Following the Closing Date, the Blackstone Stockholder Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Stockholder Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock Voting Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock Voting Securities as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Voting Securities as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors.

Election of Directors. (a) Following the Closing Date, the Blackstone Designator shall have the right, right (but not the obligation, ) pursuant to designate, and this Agreement to designate or nominate to the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall includeBoard, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or designees equal to at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: least (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% a majority of the Total Number of Directors, rounded down for so long as the Blackstone Entities collectively beneficially own, directly or indirectly, 50% or more of the voting power of all shares of the Company’s capital stock entitled to vote generally in the nearest whole numberelection of directors (which shall be four (4) Directors with the initial Board size of seven (7) Directors at IPO); (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down for so long as the Blackstone Entities collectively beneficially own, directly or indirectly, 40% or more, but less than 50%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the nearest whole numberelection of directors (which shall be three (3) Directors with the initial Board size of seven (7) Directors at IPO); (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down for so long as the Blackstone Entities collectively beneficially own, directly or indirectly, 30% or more, but less than 40%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the nearest whole numberelection of directors (which shall be three (3) Directors with the initial Board size of seven (7) Directors at IPO); (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to for so long as the nearest whole numberBlackstone Entities collectively beneficially own, if the Total Number of Directors is 10 directly or greaterindirectly, or (B) the lowest whole number that is greater than 20% or more, but less than 30%, of the Total Number voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors (which shall be two (2) Directors if with the Total Number initial Board size of seven (7) Directors is less than 10at IPO); and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors, for so long as the Blackstone Entities collectively beneficially own, directly or indirectly, 5% or more, but less than 20%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors (which shall be one (1) Director with the initial Board size of seven (7) Directors at IPO).

Election of Directors. (a) Following the Closing Date, the Blackstone Designator Imperium shall have the right, right (but not the obligation, ) pursuant to designate, and this Agreement to designate or nominate to the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall includeBoard, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or designees equal to at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: least (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, 40% of the Total Number of Directors, rounded down to for so long as the nearest whole number; (iii) if the Pre-IPO Owners Imperium Entities collectively Beneficially Own at least 30beneficially own, directly or indirectly, 40% (or more, but less than 4050%) , of the total Common Stock as voting power of all shares of the record date for such meeting, Company’s capital stock entitled to vote generally in the election of directors (which shall be two (2) Directors with the initial Board size of five (5) Directors at the Closing Date); (ii) 30% of the Total Number of Directors, rounded down for so long as the Imperium Entities collectively beneficially own, directly or indirectly, 30% or more, but less than 40%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the nearest whole numberelection of directors (which shall be one (1) Directors with the initial Board size of five (5) Directors at the Closing Date); (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 2025% of the Total Number of Directors, rounded down to for so long as the nearest whole numberImperium Entities collectively beneficially own, if the Total Number of Directors is 10 directly or greaterindirectly, or (B) the lowest whole number that is greater than 20% or more, but less than 30%, of the Total Number voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors (which shall be one (1) Directors if with the Total Number initial Board size of five (5) Directors is less than 10at the Closing Date); and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% one (but less than 20%1) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% Director of the Total Number of Directors, for so long as the Imperium Entities collectively beneficially own, directly or indirectly, 5% or more, but less than 20%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors (which shall be one (1) Director with the initial Board size of five (5) Directors at the Closing Date).

Election of Directors. (a) Following the Closing Date, the Blackstone Shareholder Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon following the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director any Directors and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Shareholder Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors.

Election of Directors. (a) Following the Closing Dateclosing date of the IPO, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.

Election of Directors. (a) Following the Closing Date, the Blackstone Shareholder Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon following the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director any Directors and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Shareholder Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, rounded down to the nearest whole number; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors, rounded down to the nearest whole number; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Common Stock as of the record date for such meeting, 30% of the Total Number of Directors, rounded down to the nearest whole number; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, either (A) 20% of the Total Number of Directors, rounded down to the nearest whole number, if the Total Number of Directors is 10 or greater, or (B) the lowest whole number that is greater than 20% of the Total Number of Directors if the Total Number of Directors is less than 10; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.greater