Common use of Board Committees Clause in Contracts

Board Committees. From and after the date hereof, each of WCAS and ▇▇▇▇▇▇▇ agrees to cause its designees to the Board, if any, to vote or otherwise give such director’s consent, to the extent not prohibited by applicable law, the certificate of incorporation or the bylaws of the Company then in effect, to the creation and maintenance of: (i) a Compensation Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which Compensation Committee shall approve all grants of stock options or stock awards to employees of the Company, all increases in compensation of officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company; (ii) an Audit Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which Audit Committee shall review and approve the financial statements of the Company as audited by the Company’s independent certified public accountants; and to nominate Independent Directors to serve on the Board from time to time; provided, however, that the agreement set forth in this clause (ii) shall cease and be of no effect upon and after the Company’s initial Public Offering; (iii) until such time as ▇▇▇▇▇▇▇ no longer serves on the Board, a Corporate Development Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, who shall chair the Corporate Development Committee, and one of whom shall be an Independent Director, if any, which Corporate Development Committee shall (A) provide guidance and feedback to the Company’s CEO and conduct, in the first instance, his annual performance review and provide input to the Board regarding the same, (B) evaluate attainment of personal goals by the Company’s CEO and review his evaluation of attainment of personal goals by other executives, and make recommendations to the Compensation Committee of the Board in respect thereof, (C) provide oversight of human resource functions, including strategic human resources and succession planning, (D) provide general oversight of research and development and (E) review in the first instance the annual strategic plan of management and make recommendations to the board in regard thereto; and (iv) any other committee or sub-committee of the Board that may be mutually deemed by WCAS and ▇▇▇▇▇▇▇ to be necessary, advisable or appropriate (including any committee established in connection with the Company’s initial Public Offering); provided that such committee or sub-committee consists, to the extent not prohibited by applicable law, of at least one WCAS Designee, if any, and one ▇▇▇▇▇▇▇ Designee, if any. In the event that the rules of the Commission or NASDAQ (or any other securities exchange on which Company Equity Securities are listed) applicable to the Company limit the number of WCAS Designees or ▇▇▇▇▇▇▇ Designees, as the case may be, that can serve on any committee, the parties shall allocate committee membership among the WCAS Designees and ▇▇▇▇▇▇▇ Designees in as equitable a manner as possible, taking into account the relative level of ownership by the WCAS Stockholders and the ▇▇▇▇▇▇▇ Stockholders in considering committee preferences. Except as may be required by applicable law, the Board shall not approve any amendment or other change to the charter of the Corporate Development Committee without the prior written consent of WCAS and the ▇▇▇▇▇▇▇ Stockholders.

Board Committees. From (i) Effective upon the appointment of the New Directors, the Board shall take all necessary actions to form a Strategic Review Committee of the Board (the “Strategic Committee”). The scope of the Strategic Committee will be to oversee the Company’s current strategic process relating to the sale of non-core assets and after explore other strategic alternatives and value creation opportunities with a view toward maximizing stockholder value. The Strategic Committee shall consist of no more than three (3) directors, who shall initially be the date hereofNew Directors and ▇▇. ▇▇▇ ▇▇▇▇▇▇, each to serve until the 2023 Annual Meeting. The Indaba Designee shall serve as Chair of WCAS the Strategic Committee until the 2023 Annual Meeting. (ii) Effective upon the appointment of the New Directors, the Board shall take all necessary actions to consolidate the Corporate Governance Committee of the Board and Nominating Committee of the Board into one committee of the Board (the “Nominating and Governance Committee”), consisting of no more than three (3) directors, who shall initially be the Non-Indaba Designee, ▇▇▇▇▇▇▇▇ agrees to cause its designees to the Board▇’▇▇▇▇▇, if anyand ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, to vote or otherwise give such director’s consent, to serve until the extent not prohibited by applicable law2023 Annual Meeting. ▇▇. ▇’▇▇▇▇▇ shall serve as Chair of the Nominating and Governance Committee until the 2023 Annual Meeting. (iii) Effective upon the appointment of the New Directors, the certificate of incorporation or Board shall take all necessary actions to reduce the bylaws size of the Company then in effect, to the creation and maintenance of: (i) a Compensation Committee of the BoardBoard (the “Compensation Committee”), consisting such that it shall consist of no more than three (3) directors, one of whom who shall initially be a WCAS the Non-Indaba Designee, if any▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, one and ▇▇. ▇’▇▇▇▇▇, to serve until the 2023 Annual Meeting. The Non-Indaba Designee shall serve as Chair of whom the Compensation Committee until the 2023 Annual Meeting. (iv) Effective upon the appointment of the New Directors, the Board shall take all necessary actions to reconstitute the Audit Committee of the Board (the “Audit Committee”), such that it consists of no more than three (3) directors, who shall initially be a of ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to serve until the 2023 Annual Meeting. ▇▇. ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which Compensation Committee shall approve all grants of stock options or stock awards continue to employees serve as Chair of the Company, all increases in compensation of officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company; (ii) an Audit Committee of until the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which Audit Committee shall review and approve the financial statements of the Company as audited by the Company’s independent certified public accountants; and to nominate Independent Directors to serve on the Board from time to time; provided, however, that the agreement set forth in this clause (ii) shall cease and be of no effect upon and after the Company’s initial Public Offering; (iii) until such time as ▇▇▇▇▇▇▇ no longer serves on the Board, a Corporate Development Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, who shall chair the Corporate Development Committee, and one of whom shall be an Independent Director, if any, which Corporate Development Committee shall (A) provide guidance and feedback to the Company’s CEO and conduct, in the first instance, his annual performance review and provide input to the Board regarding the same, (B) evaluate attainment of personal goals by the Company’s CEO and review his evaluation of attainment of personal goals by other executives, and make recommendations to the Compensation Committee of the Board in respect thereof, (C) provide oversight of human resource functions, including strategic human resources and succession planning, (D) provide general oversight of research and development and (E) review in the first instance the annual strategic plan of management and make recommendations to the board in regard thereto; and (iv) any other committee or sub-committee of the Board that may be mutually deemed by WCAS and ▇▇▇▇▇▇▇ to be necessary, advisable or appropriate (including any committee established in connection with the Company’s initial Public Offering); provided that such committee or sub-committee consists, to the extent not prohibited by applicable law, of at least one WCAS Designee, if any, and one ▇▇▇▇▇▇▇ Designee, if any. In the event that the rules of the Commission or NASDAQ (or any other securities exchange on which Company Equity Securities are listed) applicable to the Company limit the number of WCAS Designees or ▇▇▇▇▇▇▇ Designees, as the case may be, that can serve on any committee, the parties shall allocate committee membership among the WCAS Designees and ▇▇▇▇▇▇▇ Designees in as equitable a manner as possible, taking into account the relative level of ownership by the WCAS Stockholders and the ▇▇▇▇▇▇▇ Stockholders in considering committee preferences. Except as may be required by applicable law, the Board shall not approve any amendment or other change to the charter of the Corporate Development Committee without the prior written consent of WCAS and the ▇▇▇▇▇▇▇ Stockholders2023 Annual Meeting.

Board Committees. From and after the date hereof, (A) Unless otherwise approved by a majority vote of each of WCAS the Class A DTI Common Stock and ▇▇▇▇▇▇▇ agrees the Class B DTI Common Stock with respect to cause its designees to the Boardwhich a Designation Rights Trigger Event has not previously occurred, if anyin each case, to vote or otherwise give such director’s consent, to the extent not prohibited by applicable lawvoting separately as a class, the certificate of incorporation or the bylaws of the Company then Board shall initially establish and maintain in effect, to the creation and maintenance ofeffect at all times: (1) an executive committee comprised solely of Group II Directors and Group III Directors (the “Executive Committee”). Each of the Group II Directors and the Group III Directors may designate one or more designees as members of the Executive Committee, however, (i) a Compensation Committee the Group II Directors who are members of the Executive Committee shall have in aggregate a number of votes on all committee matters that equals a proportion of the total votes of the committee equal to the proportion of the total votes that the Group II Directors then have, relative to the total votes that the Group II Directors and Group III Directors combined then have, with respect to the full Board and (ii) the Group III Directors who are members of the Executive Committee shall have in aggregate a number of votes on all committee matters that equals a proportion of the total votes of the committee equal to the proportion of the total votes that the Group III Directors then have, relative to the total votes that the Group II Directors and Group III Directors combined then have, with respect to the full Board, consisting . The Executive Committee shall have the rights and powers set forth in Section 3.1(d) below; (2) an audit committee comprised solely of no fewer than three independent directors that are qualified as independent directors under applicable stock exchange rules and federal securities laws and regulations (the “Audit Committee”); (3) directorsat the Board’s election, one a compensation committee having such powers as may be designated by the Board (the “Compensation Committee”); and (4) a Capital Stock Committee. (B) The Board may establish other committees for any purpose and may expand the authorities or responsibilities of whom shall be a WCAS Designeeany then-existing committee, if anyincluding the Audit Committee, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which Compensation Committee shall approve all grants of stock options or stock awards to employees of in accordance with the Company, all increases in compensation of officers Organizational Documents of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted subject to officers receipt of the Company; (ii) an Audit Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which Audit Committee shall review and approve the financial statements of the Company as audited by the Company’s independent certified public accountants; and to nominate Independent Directors to serve on the Board from time to time; provided, however, that the agreement set forth in this clause (ii) shall cease and be of no effect upon and after the Company’s initial Public Offering; (iii) until such time as ▇▇▇▇▇▇▇ no longer serves on the Board, a Corporate Development Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, who shall chair the Corporate Development Committee, and one of whom shall be an Independent Director, if any, which Corporate Development Committee shall (A) provide guidance and feedback to the Company’s CEO and conduct, in the first instance, his annual performance review and provide input to the Board regarding the same, (B) evaluate attainment of personal goals by the Company’s CEO and review his evaluation of attainment of personal goals by other executives, and make recommendations to the Compensation Committee of the Board in respect thereof, (C) provide oversight of human resource functions, including strategic human resources and succession planning, (D) provide general oversight of research and development and (E) review in the first instance the annual strategic plan of management and make recommendations to the board in regard thereto; and (iv) any other committee or sub-committee of the Board that may be mutually deemed by WCAS and ▇▇▇▇▇▇▇ to be necessary, advisable or appropriate (including any committee established in connection with the Company’s initial Public Offering); provided that such committee or sub-committee consists, to the extent not prohibited by applicable law, of at least one WCAS Designee, if any, and one ▇▇▇▇▇▇▇ Designee, if any. In the event that the rules of the Commission or NASDAQ (or any other securities exchange on which Company Equity Securities are listed) applicable to the Company limit the number of WCAS Designees or ▇▇▇▇▇▇▇ Designees, as the case may be, that can serve on any committee, the parties shall allocate committee membership among the WCAS Designees and ▇▇▇▇▇▇▇ Designees in as equitable a manner as possible, taking into account the relative level of ownership by the WCAS Stockholders and the ▇▇▇▇▇▇▇ Stockholders in considering committee preferences. Except as may be required by applicable law, the Board shall not approve any amendment or other change to the charter of the Corporate Development Committee without the prior written consent of WCAS (x) the MD Stockholders, until a Designation Rights Trigger Event has occurred with respect to the Class A DTI Common Stock and (y) the SLP Stockholders, until a Designation Rights Trigger Event has occurred with respect to the Class B DTI Common Stock. (C) (x) Until a Designation Rights Trigger Event has occurred with respect to the Class A DTI Common Stock, all Board committees (other than the Audit Committee and the ▇▇▇▇▇▇▇ StockholdersCapital Stock Committee) shall include at least one Group II Director and (y) until a Designation Rights Trigger Event has occurred with respect to the Class B DTI Common Stock, all Board committees (other than the Audit Committee and the Capital Stock Committee) shall include at least one Group III Director.

Board Committees. From and after (i) Immediately following the date hereofeffectiveness of the appointment of both New Directors to the Board, each the Board will take such action necessary to (i) reconstitute the membership of WCAS and the Finance Committee of the Board (the “Finance Committee”) to consist of the New Directors, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees and a fifth director to cause its designees to be selected by the Board, if any, to vote or otherwise give such director’s consent, to the extent not prohibited by applicable law, the certificate of incorporation or the bylaws of the Company then in effect, to the creation and maintenance of: (iii) a Compensation Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a appoint C. ▇▇▇▇ ▇▇▇▇▇▇ Designeeas the sole Chair of the Finance Committee and (iii) during the Cooperation Period, if any, and one maintain the size of whom the Finance Committee at five (5) members. The charter of the Finance Committee shall be an Independent Director, if any, which Compensation Committee in the form attached hereto as Exhibit B and shall approve all grants of stock options or stock awards be publicly available on the Company’s website. Any amendment to employees such charter during the Cooperation Period will require the consent of the Company, all increases in compensation of officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company;Investor. (ii) an Audit Committee If any member of the BoardFinance Committee is unable or unwilling to serve as a member, consisting of three resigns as a member, is removed as a member or ceases to be a member for any other reason during the Cooperation Period (3an “Exiting Member”) directorsand such Exiting Member is the Investor Designee, one of whom the Investor shall be entitled to select a WCAS Designeedirector serving on the Board at the time of such selection (including a Replacement New Director (as defined below)) to serve on the Finance Committee as a replacement for such Exiting Member; provided that, if anythe Investor (together with its Affiliates) does not have beneficial ownership of, one or aggregate economic exposure to, at least the lesser of whom (x) $100 million of Company Common Stock or (y) 1% of the shares of Company Common Stock outstanding at such time, then the Company shall be a entitled to select such replacement. If C. ▇▇▇▇ ▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which Audit Committee shall review and approve the financial statements of the Company as audited by the Company’s independent certified public accountants; and to nominate Independent Directors to serve on the Board from time to time; provided, however, that the agreement set forth in this clause (ii) shall cease and be of no effect upon and after the Company’s initial Public Offering; (iii) until such time as ▇▇▇▇▇▇▇ is no longer serves on the Board, a Corporate Development Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, who shall chair the Corporate Development Committee, and one of whom shall be an Independent Director, if any, which Corporate Development Committee shall (A) provide guidance and feedback to the Company’s CEO and conduct, in the first instance, his annual performance review and provide input to the Board regarding the same, (B) evaluate attainment of personal goals by the Company’s CEO and review his evaluation of attainment of personal goals by other executives, and make recommendations to the Compensation Committee member of the Board in respect thereoffor any reason, (C) provide oversight of human resource functions, including strategic human resources and succession planning, (D) provide general oversight of research and development and (E) review in the first instance Company shall be entitled to select the annual strategic plan of management and make recommendations to the board in regard thereto; and (iv) any other committee or sub-committee new Chair of the Board that may be mutually deemed by WCAS and ▇▇▇▇▇▇▇ to be necessary, advisable or appropriate (including any committee established Finance Committee in connection with the Company’s initial Public Offering); provided that such committee or sub-committee consists, to the extent not prohibited by applicable law, of at least one WCAS Designee, if any, and one ▇▇▇▇▇▇▇ Designee, if any. In the event that the rules of the Commission or NASDAQ (or any other securities exchange on which Company Equity Securities are listed) applicable to the Company limit the number of WCAS Designees or ▇▇▇▇▇▇▇ Designees, as the case may be, that can serve on any committee, the parties shall allocate committee membership among the WCAS Designees and ▇▇▇▇▇▇▇ Designees in as equitable a manner as possible, taking into account the relative level of ownership by the WCAS Stockholders and the ▇▇▇▇▇▇▇ Stockholders in considering committee preferences. Except as may be required by applicable law, the Board shall not approve any amendment or other change to the charter of the Corporate Development Committee without the prior written consent of WCAS and the ▇▇▇▇▇▇▇ Stockholdersits sole discretion.

Board Committees. From A. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, (i) the Board of Directors shall designate, establish and after maintain the date hereoffollowing standing committees (each, a “Specified Post-Merger Committee”): (A) the Audit Committee, (B) the Nominating and Governance Committee; (C) the Finance Committee; and (D) the Compensation Committee; (ii) each such Specified Post-Merger Committee shall consist of at least four (4) directors and; (iii) the Board of Directors shall have discretion to change the name(s) of such standing committees from time to time by the affirmative vote of a majority of the then-serving directors. B. As of the Effective Time, each Specified Post-Merger Committee shall be composed of WCAS and ▇an equal number of Former ▇▇▇▇▇▇ agrees to cause its designees Directors and Former L3 Directors. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the Board, if any, to vote or otherwise give such director’s consent, to the extent not prohibited by applicable lawcontrary, the certificate members of incorporation or each Specified Post-Merger Committee (including the bylaws initial members as of the Company then in effectEffective Time) shall be designated, to appointed and approved by the creation and maintenance of:affirmative vote of a Supermajority of the then-serving directors. C. As of the Effective Time, (i) a Compensation Committee the chairperson of the Board, consisting of three (3) directors, one of whom Audit Committee shall be a WCAS Designee, if any, one Former L3 Director; (ii) the chairperson of whom the Nominating and Governance Committee shall be a ▇Former L3 Director; (iii) the chairperson of the Finance Committee shall be a Former ▇▇▇▇▇▇ Designee, if any, Director; and one (iv) the chairperson of whom shall be an Independent Director, if any, which the Compensation Committee shall approve all grants of stock options or stock awards to employees of the Company, all increases in compensation of officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company; (ii) an Audit Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇Former ▇▇▇▇▇▇ DesigneeDirector. During the Specified Post-Merger Period, if anyunless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, and one the chairperson of whom each Specified Post-Merger Committee (including the initial chairperson for each Specified Post-Merger Committee as of the Effective Time) shall be an Independent Directordesignated, if any, which Audit Committee shall review appointed and approve approved by the financial statements affirmative vote of a Supermajority of the Company as audited by the Company’s independent certified public accountants; and to nominate Independent Directors to serve on the Board from time to time; provided, however, that the agreement set forth in this clause (ii) shall cease and be of no effect upon and after the Company’s initial Public Offering; (iii) until such time as ▇▇▇▇▇▇▇ no longer serves on the Board, a Corporate Development Committee of the Board, consisting of three (3) then-serving directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, who shall chair the Corporate Development Committee, and one of whom shall be an Independent Director, if any, which Corporate Development Committee shall (A) provide guidance and feedback to the Company’s CEO and conduct, in the first instance, his annual performance review and provide input to the Board regarding the same, (B) evaluate attainment of personal goals by the Company’s CEO and review his evaluation of attainment of personal goals by other executives, and make recommendations to the Compensation Committee of the Board in respect thereof, (C) provide oversight of human resource functions, including strategic human resources and succession planning, (D) provide general oversight of research and development and (E) review in the first instance the annual strategic plan of management and make recommendations to the board in regard thereto; and (iv) any other committee or sub-committee of the Board that may be mutually deemed by WCAS and ▇▇▇▇▇▇▇ to be necessary, advisable or appropriate (including any committee established in connection with the Company’s initial Public Offering); provided that each such committee or sub-committee consists, to the extent not prohibited by applicable law, of at least one WCAS Designee, if any, designated chairperson must meet all director independence and one ▇▇▇▇▇▇▇ Designee, if any. In the event that the rules other standards of the New York Stock Exchange and the U.S. Securities and Exchange Commission or NASDAQ (or any other securities exchange on which Company Equity Securities are listed) applicable to the Company limit the number of WCAS Designees his or ▇▇▇▇▇▇▇ Designees, her service as the case may be, that can serve on any committee, the parties shall allocate committee membership among the WCAS Designees and ▇▇▇▇▇▇▇ Designees in as equitable a manner as possible, taking into account the relative level of ownership by the WCAS Stockholders and the ▇▇▇▇▇▇▇ Stockholders in considering committee preferences. Except as may be required by applicable law, the Board shall not approve any amendment or other change to the charter of the Corporate Development Committee without the prior written consent of WCAS and the ▇▇▇▇▇▇▇ Stockholderschairperson.

Board Committees. From and after (a) During the date hereof, each of WCAS and ▇▇▇▇▇▇▇ agrees to cause its designees to the Board, if any, to vote or otherwise give such director’s consent, to the extent not prohibited by applicable lawPreferred Stock Period, the certificate of incorporation or the bylaws committees of the Company then in effect, to the creation and maintenance ofBoard of Directors shall be constituted as follows: (i) a Compensation Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which The Compensation Committee shall approve all grants consist of stock options or stock awards to employees three members, one Independent Director selected from the Preferred Stock Designees and two Independent Directors selected from the Corporation Designees and the Chairman of such Committee shall be selected from the Company, all increases in compensation of officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company;Corporation Designees. (ii) an Audit Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which The Audit Committee shall review consist of three members, one Independent Director selected from the Preferred Stock Designees and approve the financial statements of the Company as audited by the Company’s independent certified public accountants; and to nominate two Independent Directors to serve on selected from the Board Corporation Designees, and the Chairman of such Committee shall be selected from time to time; provided, however, that the agreement set forth in this clause (ii) shall cease and be of no effect upon and after the Company’s initial Public Offering;Preferred Stock Designees. (iii) until such time as ▇▇▇▇▇▇▇ no longer serves on the BoardThe Executive Committee, a Corporate Development Committee if constituted, shall consist of an equal number of the Board, consisting Preferred Stock Designees and Corporation Designees and the Chairman of three (3) directors, one of whom such Committee shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, who shall chair selected from the Corporate Development Committee, and one of whom shall be an Independent Director, if any, which Corporate Development Committee shall (A) provide guidance and feedback to the Company’s CEO and conduct, in the first instance, his annual performance review and provide input to the Board regarding the same, (B) evaluate attainment of personal goals by the Company’s CEO and review his evaluation of attainment of personal goals by other executives, and make recommendations to the Compensation Committee of the Board in respect thereof, (C) provide oversight of human resource functions, including strategic human resources and succession planning, (D) provide general oversight of research and development and (E) review in the first instance the annual strategic plan of management and make recommendations to the board in regard thereto; andCorporation Designees. (iv) any other committee or sub-committee The Nominating Committee shall consist of three members, one Independent Director selected from the Preferred Stock Designees, and two Independent Directors selected from the Corporation Designees and the chairman of such Committee shall be selected from the Corporation Designees. (b) During the Preferred Stock Period, all actions of the Board that may be mutually deemed by WCAS Audit Committee and ▇▇▇▇▇▇▇ to be necessaryCompensation Committee will require the approval of a majority of its respective members, advisable or appropriate (including any committee established in connection with the Company’s initial Public Offering); provided that such committee or sub-committee consists, to the extent not prohibited by applicable law, approval of at least one WCAS Designee, if any, Preferred Stock Designee serving on the Audit Committee and one ▇▇▇▇▇▇▇ Designee, if any. In the event that the rules of the Commission or NASDAQ (or any other securities exchange on which Company Equity Securities are listed) applicable to the Company limit the number of WCAS Designees or ▇▇▇▇▇▇▇ DesigneesCompensation Committee, as the case may be, that can serve on any committeeand, the parties shall allocate committee membership among the WCAS Designees and ▇▇▇▇▇▇▇ Designees in as equitable a manner as possible, taking into account the relative level of ownership by the WCAS Stockholders and the ▇▇▇▇▇▇▇ Stockholders in considering committee preferences. Except as may be required by applicable law, the Board shall not approve any amendment or other change to the charter of the Corporate Development Committee without the prior written approval of the Audit Committee, the Corporation shall not enter into, amend, modify or supplement, or permit any subsidiary to enter into, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any subsidiary's officers, directors, employees, stockholders, or affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such person or individual owns a beneficial interest (other than the ownership of 5% or less of any corporation whose stock is traded on a national securities exchange or in the over-the-counter market), except for customary employment arrangements and benefit programs on reasonable terms and except for such agreements in effect on the Effective Date and set forth on a schedule to the Investment Agreement. (c) During the Preferred Stock Period, if any Preferred Stock Designee ceases to be a Director of the Corporation for any reason, then prior to the next meeting of the Board of Directors following such occurrence, a majority of the remaining Preferred Stock Designees will select a new director to replace such Director (the "Preferred Stock Replacement Designee") and such Preferred Stock Replacement Designee will be appointed to fill the vacancy created by the departure of the Preferred Stock Designee. During the Preferred Stock Period, if any Corporation Designee ceases to be a Director of the Corporation for any reason, then prior to the next meeting of the Board of Directors following such occurrence, a majority of the remaining Corporation Designees will select a new director to replace such Director (a "Corporation Replacement Designee") and such Corporation Replacement Designee will be appointed to fill the vacancy created by the departure of the Corporate Designee. (d) During the Preferred Stock Period, the Nominating Committee will nominate for election to the Board of Directors at each Annual Meeting of Stockholders, the Preferred Stock Designees and the Corporation Designees nominated for election pursuant to these Bylaws to the class of directors subject to election in such year. (e) During the Preferred Stock Period, the Board of Directors shall not create any committee other than the committees set forth in this Section 10.2, unless such committee is comprised of an equal number of Preferred Stock Designees and Corporate Designees and may not take any action without the approval of a majority of the committee members, at least one of which majority must be a Preferred Stock Designee. (f) During the Preferred Stock Period, no action may be taken which could be deemed to be inconsistent with this Article X without the consent of WCAS and at least a majority of the ▇▇▇▇▇▇▇ StockholdersBoard of Directors including the consent of at least one Preferred Stock Designee.

Board Committees. From (i) Effective upon the appointment of the New Directors, the Board shall take all necessary actions to form the Capital Allocation Committee of the Board (the “Capital Allocation Committee”). The scope of the Capital Allocation Committee will be to advise the full Board on the Company’s strategic allocation of capital to support (i) the development of its drug candidate programs and after (ii) other value creation or preservation measures, with a view toward maximizing stockholder value. The Capital Allocation Committee shall consist of no more than five (5) directors, comprised of (A) the date hereofFirst A/CC Designee, each the Second A/CC Designee and the Non-A/CC Designee, and (B) two (2) other directors to be designated by the current Board members who shall remain on the Board following the appointment of WCAS the New Directors, with the Chair of the Capital Allocation Committee to be recommended by the Nominating and Governance Committee of the Board (the “N&G Committee”) and ratified by the full Board. (ii) Effective upon the appointment of the New Directors, the Board shall take all necessary actions to cause the N&G Committee to consist of no more than three (3) directors, comprised of ▇▇▇ ▇▇▇▇▇▇▇▇ agrees to cause its designees to the Board(as Chair), if any, to vote or otherwise give such director’s consent, to the extent not prohibited by applicable law, the certificate of incorporation or the bylaws of the Company then in effect, to the creation and maintenance of: (i) a Compensation Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the First A/CC Designee, if any, and one of whom shall be an Independent Director, if any, which Compensation Committee shall approve all grants of stock options or stock awards to employees . (iii) Effective upon the appointment of the CompanyNew Directors, the Board shall take all increases in compensation of officers necessary actions to reduce the size of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company; (ii) an Audit Compensation Committee of the BoardBoard (the “Compensation Committee”), consisting such that it shall consist of no more than three (3) directors, one comprised of whom shall be a WCAS Designee▇▇▇▇ ▇▇▇▇▇▇ (as Chair), if any, one of whom shall be a ▇▇▇ ▇▇▇▇▇▇▇▇ and the Non-A/CC Designee. (iv) Effective upon the appointment of the New Directors, if any, and one of whom the Board shall be an Independent Director, if any, which take all necessary actions to reconstitute the Audit Committee shall review and approve the financial statements of the Company as audited by Board (the Company’s independent certified public accountants; and to nominate Independent Directors to serve on the Board from time to time; provided“Audit Committee”), however, such that the agreement set forth in this clause (ii) shall cease and be it consists of no effect upon and after the Company’s initial Public Offering; more than four (iii4) until such time as directors, comprised of ▇▇▇▇ ▇▇▇▇▇▇▇▇ no longer serves on the Board(as Chair), a Corporate Development Committee of the Board▇▇▇▇ ▇▇▇▇▇▇, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, who shall chair the Corporate Development Committee, and one of whom shall be an Independent Director, if any, which Corporate Development Committee shall (A) provide guidance and feedback to the Company’s CEO and conduct, in the first instance, his annual performance review and provide input to the Board regarding the same, (B) evaluate attainment of personal goals by the Company’s CEO and review his evaluation of attainment of personal goals by other executives, and make recommendations to the Compensation Committee of the Board in respect thereof, (C) provide oversight of human resource functions, including strategic human resources and succession planning, (D) provide general oversight of research and development and (E) review in the first instance the annual strategic plan of management and make recommendations to the board in regard thereto; and (iv) any other committee or sub-committee of the Board that may be mutually deemed by WCAS and ▇▇▇▇▇▇▇ to be necessary, advisable or appropriate (including any committee established in connection with the Company’s initial Public Offering); provided that such committee or sub-committee consists, to the extent not prohibited by applicable law, of at least one WCAS Designee, if any, and one ▇▇▇▇▇▇▇ Designee, if any. In the event that the rules of the Commission or NASDAQ (or any other securities exchange on which Company Equity Securities are listed) applicable to the Company limit the number of WCAS Designees or ▇▇▇▇▇▇▇ Designees, as the case may be, that can serve on any committee, the parties shall allocate committee membership among the WCAS Designees and ▇▇▇▇▇▇▇ Designees in as equitable a manner as possible, taking into account the relative level of ownership by the WCAS Stockholders and the ▇▇▇▇▇▇▇ Stockholders in considering committee preferences. Except as may be required by applicable law, the Board shall not approve any amendment or other change to the charter of the Corporate Development Committee without the prior written consent of WCAS and the ▇▇▇▇▇▇▇ StockholdersSecond A/CC Designee.