Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) From the Effective Date, Pride Aggregator shall have the right to designate (i) all of the nominees for election to the Board for so long as Pride Aggregator beneficially owns at least forty percent (40%) of the total number of shares of the Common Stock beneficially owned by Pride Aggregator upon completion of the IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) forty percent (40%) of the nominees for election to the Board for so long as Pride Aggregator beneficially owns less than forty percent (40%) but at least thirty percent (30%) of the Original Amount; (iii) thirty percent (30%) of the nominees for election to our Board for so long as Pride Aggregator beneficially owns less than thirty percent (30%) but at least twenty percent (20%) of the Original Amount; (iv) twenty percent (20%) of the nominees for election to the Board for so long as Pride Aggregator beneficially owns less than twenty percent (20%) but at least ten percent (10%) of the Original Amount; and (v) one (1) of the nominees for election to the Board for so long as Pride Aggregator beneficially own at least five percent (5%) of the Original Amount (each such person, a “Nominee”, and together, the “Nominees”). If Pride Aggregator is dissolved at any time after the IPO, then Apax Partners will be permitted to cause the rights of Pride Aggregator to be assigned to it or one or more of its Affiliates (as defined below). (b) In the event that Pride Aggregator has nominated less than the total number of designees that Pride Aggregator shall be entitled to nominate pursuant to Section 1(a), Pride Aggregator shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors (as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable Pride Aggregator to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by Pride Aggregator to fill such newly created vacancies or to fill any other existing vacancies. (c) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with the performance of his or her duties as a Director and in connection with his or her attendance at any meeting of the Board.

Board Nomination Rights. (a) From the Effective Date, Pride Aggregator shall the Sponsors have the right to designate (i) all of the nominees for election to the Board for so long as Pride Aggregator the Sponsors collectively beneficially owns own at least forty percent (40%) % of the total number of shares of the Company’s Common Stock collectively beneficially owned by Pride Aggregator the Sponsors upon completion of the IPO (including the underwriters’ exercise of any option to purchase additional shares contemplated on the cover page of the prospectus relating to the IPO), as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) forty percent (40%) % of the nominees for election to the Board for so long as Pride Aggregator the Sponsors collectively beneficially owns own less than forty percent (40%) % but at least thirty percent (30%) % of the Original Amount; (iii) thirty percent (30%) of the nominees for election to our Board for so long as Pride Aggregator beneficially owns less than thirty percent (30%) but at least twenty percent (20%) of the Original Amount; (iv) twenty percent (20%) % of the nominees for election to the Board for so long as Pride Aggregator the Sponsors collectively beneficially owns own less than twenty percent (20%) 30% but at least ten percent 20% of the Original Amount; (iv) 20% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 20% but at least 10%) % of the Original Amount; and (v) one (1) of the nominees for election to the Board for so long as Pride Aggregator the Sponsors collectively beneficially own at least five percent (5%) % of the Original Amount (each such person, a “Nominee”, and togetherpersons, the “Nominees”). If Pride Aggregator TCO Group Holdings, L.P. is dissolved at any time after the IPO, then each of Apax Partners and WCAS will be permitted to cause nominate (A) up to three (3) Directors (as defined below) so long as it owns at least 25% of the Original Amount, (B) up to two (2) Directors so long as it owns at least 15% of the Original Amount and (C) one (1) Director so long as it owns at least 5% of the Original Amount. The Sponsors may assign such nomination rights of Pride Aggregator to be assigned to it or one or more of its their Affiliates (as defined below). (b) In the event that Pride Aggregator any Sponsor has nominated less than the total number of designees that Pride Aggregator such Sponsor shall be entitled to nominate pursuant to Section 1(a), Pride Aggregator such Sponsor shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors (as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable Pride Aggregator such Sponsor to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by Pride Aggregator such Sponsor to fill such newly created vacancies or to fill any other existing vacancies. (c) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with the performance of his or her duties as a Director and in connection with his or her attendance at any meeting of the Board.

Board Nomination Rights. (a) From the Effective Date, Pride Aggregator shall have date hereof until the right to designate (i) all of date on which the nominees for election to the Board for so long as Pride Aggregator H&F Investors beneficially owns at least forty percent (40%) of the total number of shares of the Common Stock beneficially owned by Pride Aggregator upon completion of the IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) forty percent (40%) of the nominees for election to the Board for so long as Pride Aggregator beneficially owns own Shares representing less than forty percent (40%) but at least thirty percent (30%) of the Original Amount; (iii) thirty percent (30%) of the nominees for election to our Board for so long as Pride Aggregator beneficially owns less than thirty percent (30%) but at least twenty percent (20%) of their original investment in the Original Amount; Parent, HFCP V (ivCayman) shall have the right to nominate two (2) directors to the Board. (b) From the date hereof until the date on which the FF&L Investors beneficially own Shares representing less than twenty percent (20%) of their original investment in the nominees for election Parent, FF&L (Cayman) shall have the right to nominate two (2) directors to the Board for so long as Pride Aggregator Board. (c) From the date hereof until the date on which the H&F Investors beneficially owns own Shares representing less than twenty percent (20%) but at least ten percent (10%) of their original investment in the Original Amount; and Parent, HFCP V (vCayman) shall have the right to nominate one (1) of the nominees for election director to the Board for so long as Pride Aggregator Board. (d) From the date hereof until the date on which the FF&L Investors beneficially own Shares representing less than twenty percent (20%) but at least five ten percent (510%) of their original investment in the Original Amount Parent, FF&L (each such person, a “Nominee”, and together, Cayman) shall have the right to nominate one (1) director to the Board. The directors nominated by the HFCP V (Cayman) pursuant to this Section 3.1 are referred to collectively as the “NomineesH&F Nominated Directors” and the directors nominated by FF&L (Cayman) pursuant to this Section 3.1 are referred to collectively as the “FF&L Nominated Directors”). If Pride Aggregator is dissolved at any time after the IPO, then Apax Partners will be permitted to cause the rights of Pride Aggregator to be assigned to it or one or more of its Affiliates (as defined below). (be) In the event that Pride Aggregator has nominated less than the total number of designees that Pride Aggregator shall be entitled to nominate pursuant to Section 1(a), Pride Aggregator shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors (as defined below) Each Shareholder shall take all necessary corporation actionaction to cause the Persons nominated in accordance with this Section 3.1, including any replacement nominee, to be elected to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law)Board including, to (x) enable Pride Aggregator to nominate without limitation, voting all of its Shares and effect the election or appointment of such additional individuals, whether by increasing the size executing written consents in favor of the Board, or otherwise and (y) to designate such additional individuals directors nominated by Pride Aggregator to fill such newly created vacancies or to fill any other existing vacanciesin accordance therewith. (cf) The Company right to nominate one or more directors pursuant to this Section 3.1 shall pay all reasonable out-of-pocket expenses incurred be transferable by any Nominee the H&F Investors and the FF&L Investors, as the case may be, only in connection with the performance a transfer of his or her duties as a Director and in connection with his or her attendance at any meeting of the BoardShares to an Affiliate.

Board Nomination Rights. (a) From 6.2.1 The Company covenants and agrees with Sponsor that, on and after the Effective Closing Date, Pride Aggregator at every meeting of the Board, or a committee thereof, for which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, Sponsor, together with its Affiliates, shall have the right right, but not the obligation, to designate (i) all of the nominees for appointment or nomination for election to the Board for Board, as applicable, a number of representatives equal to (such persons, the “Sponsor Designees”): (i) four (4) directors so long as Pride Aggregator beneficially owns Sponsor (together with its Affiliates) Beneficially Owns at least forty percent (40%) of the total number of shares of the then outstanding Common Stock beneficially owned by Pride Aggregator upon completion of the IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”)Stock; (ii) forty percent three (40%3) of the nominees for election to the Board for directors so long as Pride Aggregator beneficially owns less than forty percent Sponsor (40%together with its Affiliates) but Beneficially Owns at least thirty percent (30%) of the Original Amountthen outstanding Common Stock; (iii) thirty percent two (30%2) of the nominees for election to our Board for directors so long as Pride Aggregator beneficially owns less than thirty percent Sponsor (30%together with its Affiliates) but Beneficially Owns at least twenty percent (20%) of the Original Amountthen outstanding Common Stock; (iv) twenty percent one (20%1) of the nominees for election to the Board for director so long as Pride Aggregator beneficially owns less than twenty percent Sponsor (20%together with its Affiliates) but Beneficially Owns at least ten percent (10%) of the Original Amount; and then outstanding Common Stock. Commencing on the first date on which Sponsor (vtogether with its Affiliates) one Beneficially Owns less than ten percent (110%) of the nominees then outstanding Common Stock, Sponsor will no longer have any rights to designate any directors for appointment or nomination for election to the Board for by the Company or the Board; provided, however, that so long as Pride Aggregator beneficially own Sponsor (together with its Affiliates) Beneficially Owns at least five percent (5%) of the Original Amount (each such personthen outstanding Common Stock, a “Nominee”, and together, the “Nominees”). If Pride Aggregator is dissolved at any time after the IPO, then Apax Partners will be permitted to cause the rights of Pride Aggregator to be assigned to it or one or more of its Affiliates (as defined below). (b) In the event that Pride Aggregator has nominated less than the total number of designees that Pride Aggregator shall be entitled to nominate pursuant to Section 1(a), Pride Aggregator Sponsor shall have the right, at any timebut not the obligation, to nominate such additional designees to which it is entitled, in which caseappoint one (1) Board observer. At the Closing Date, the Company initial Sponsor directors shall be [●], [●], [●] and [●]1 (the Directors (“Initial Sponsor Nominees”). At all times at least one Sponsor director must be qualified to serve as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable Pride Aggregator to nominate and effect the election or appointment of such additional individuals, whether by increasing the size a member of the Board, or otherwise Company’s audit committee and (y) to designate such additional individuals nominated by Pride Aggregator to fill such newly created vacancies or to fill any other existing vacanciesbe independent under the NYSE listing standards and in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934. (c) The Company 6.2.2 No reduction in the number of shares of Common Stock over which Sponsor or the SPAC Sponsor or its and their respective Affiliates retain voting control shall pay all reasonable out-of-pocket expenses incurred by shorten the term of any Nominee in connection with the performance of his or her duties as a Director and in connection with his or her attendance at any meeting of the Boardincumbent director.