Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) From the Effective Date, HGGC shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 60% of the Total Number of Directors (as defined below), so long as HGGC Beneficially Owns shares of Common Stock representing at least 45% of the total voting power of the then outstanding Common Stock, (ii) 50% of the Total Number of Directors, so long as HGGC Beneficially Owns shares of Common Stock representing less than 45% but at least 35% of the total voting power of the then outstanding Common Stock, (iii) 40% of the Total Number of Directors, so long HGGC Beneficially Owns shares of Common Stock representing less than 35% but at least 25% of the total voting power of the then outstanding Common Stock, (iv) 30% of the Total Number of Directors, in the event that HGGC Beneficially Owns shares of Common Stock representing less than 25% but at least 15% of the total voting power of the then outstanding Common Stock, and (v) 20% of the Total Number of Directors, in the event that HGGC Beneficially Owns shares of Common Stock representing less than 15% but at least 5% of the total voting power of the then outstanding Common Stock (such persons, the “HGGC Nominees”). For purposes of calculating the number of directors that HGGC is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) From the Effective Date, M&S shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 40% of the Total Number of Directors (as defined below), so long as M&S Beneficially Owns shares of Common Stock representing at least 25% of the total voting power of the then outstanding Common Stock, (ii) 30% of the Total Number of Directors, in the event that M&S Beneficially Owns shares of Common Stock representing less than 25% but at least 15% of the total voting power of the then outstanding Common Stock, and (iii) 20% of the Total Number of Directors, in the event that M&S Beneficially Owns shares of Common Stock representing less than 15% but at least 5% of the total voting power of the then outstanding Common Stock (such persons, the “M&S Nominees,” and together with the HGGC Nominees, the “Nominees”). For purposes of calculating the number of directors that M&S is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded down to the nearest whole number (e.g., 11⁄4 Directors shall equate to 1 Director) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) The Directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms in accordance with the Company’s certificate of incorporation. One HGGC nominee will initially be allocated to each of the three classes. (d) In the event that any Lead Sponsor has nominated less than the total number of designees that such Lead Sponsor shall be entitled to nominate pursuant to Section 1(a) or Section 1(b), such Lead 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 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 such Lead 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) designate such additional individuals nominated by such Lead Sponsor to fill such newly created vacancies or to fill any other existing vacancies. (e) 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 As of the Effective Datedate hereof, HGGC the Board shall be comprised of nine (9) Directors as set forth below: (b) The Company agrees that E▇▇▇▇▇▇ shall have the right, but not the obligation, to nominate to the Board select a number of designees (each, an “Investor Designee”) equal to at least: (i) 60two (or, in the event the number of directors on the Board is greater than nine, a number that would result in the number of Investor Designees representing 20% of the Total Number of Directors (as defined belowthen comprising the Board), for so long as HGGC E▇▇▇▇▇▇ and its controlled Affiliates collectively Beneficially Owns shares of Common Stock representing Own at least 45% of the total voting power of the then outstanding Common Stock, (ii) 50% of the Total Number Subject Shares and (ii) one (or, in the event the number of Directorsdirectors on the Board is greater than nine, a number that would result in the number of Investor Designees representing 10% of the Directors then comprising the Board), for so long as HGGC E▇▇▇▇▇▇ and its controlled Affiliates collectively Beneficially Owns shares of Common Stock representing less than 45% but at least 35% of the total voting power of the then outstanding Common Stock, (iii) 40% of the Total Number of Directors, so long HGGC Beneficially Owns shares of Common Stock representing less than 35% but Own at least 25% of the total voting power of the then outstanding Common Stock, (iv) 30but less than 50% of the Total Number of DirectorsSubject Shares, in each case subject to each such Investor Designee’s compliance with the event that HGGC Beneficially Owns shares of Common Stock representing less than 25% but at least 15% customary requirements of the total voting power of Company’s [Nominating and Governance Committee] for service on the then outstanding Common Stock, and (v) 20% of the Total Number of Board that are applicable to all non-employee Directors, in the event that HGGC Beneficially Owns shares of Common Stock representing less than 15% but at least 5% of the total voting power of the then outstanding Common Stock (such persons, the “HGGC Nominees”). For purposes of calculating the number of directors that HGGC is entitled to designate Investor Designees pursuant to the immediately preceding sentenceformula outlined above, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directorsbut not below one for as long as E▇▇▇▇▇▇ and its controlled Affiliates own at least 25% of the Subject Shares) and any such calculations the calculation shall be made on a pro forma basis after taking into account any increase in the Total Number size of Directorsthe Board. For the avoidance of doubt, Investor Designees may be employees of E▇▇▇▇▇▇ and its Affiliates. (bc) From For the Effective Dateavoidance of doubt, M&S shall have the right, but not the obligation, if E▇▇▇▇▇▇ and its controlled Affiliates collectively cease to nominate to the Board a number of designees equal to hold at least: (i) 40least 50% of the Total Number of Directors (as defined below), so long as M&S Beneficially Owns shares of Common Stock representing Subject Shares but continue to hold at least 25% of the total voting power Subject Shares, E▇▇▇▇▇▇ will lose the right to select one of the then outstanding Common Stock, two Investor Designees (ii) 30% of the Total Number of Directorsor, in the event the number of Directors on the Board is greater than nine, a number that M&S Beneficially Owns shares would result in the remaining number of Common Stock representing less than 25% but at least 15Investor Designees that E▇▇▇▇▇▇ has the right to select to be 10% of the total voting power of Directors then comprising the then outstanding Common Stock, Board). If E▇▇▇▇▇▇ and (iii) 20its controlled Affiliates collectively cease to hold at least 25% of the Total Number of DirectorsSubject Shares, in then E▇▇▇▇▇▇ will lose the right to select any Investor Designees. In the event that M&S Beneficially Owns shares E▇▇▇▇▇▇ loses its right to select an Investor Designee pursuant to this Section 3.1(c), E▇▇▇▇▇▇ shall cause the applicable number of Common Stock representing less than 15% but at least 5% Investor Designees (if any) to promptly tender their resignations from the Board and any committee of the total voting power of Board on which such Investor Designees then sit to the then outstanding Common Stock (such persons, the “M&S Nominees,” and together with the HGGC Nominees, the “Nominees”). For purposes of calculating extent necessary to ensure that the number of directors Investor Designees then serving on the Board does not exceed the number of Investor Designees that M&S is E▇▇▇▇▇▇ would then be entitled to designate select pursuant to Section 3.1(b). In the immediately preceding sentence, event that Subject Shares are issued to E▇▇▇▇▇▇ or any fractional amounts shall automatically be rounded down of its controlled Affiliates after the loss of the right to select one or both Investor Designees due to the nearest whole number (e.g., 11⁄4 Directors shall equate to 1 Directorapplication of Section 3.1(b) and any Section 3.1(c) (and not, for the avoidance of doubt, due to E▇▇▇▇▇▇ irrevocably waiving its rights to select Investor Designees in the circumstances contemplated by Section 4.1 (a) or Section 4.2), the applicability of such calculations rights shall be made after taking into account any increase determined as though such additional Subject Shares were outstanding as of and from the date of this Agreement, and, if E▇▇▇▇▇▇ and its controlled Affiliates then hold Subject Shares in the Total Number of Directors. (c) The Directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms in accordance with the Company’s certificate of incorporation. One HGGC nominee will initially be allocated to each excess of the three classesthresholds set forth in Section 3.1(b), E▇▇▇▇▇▇ shall have the applicable rights set forth in Section 3.1(b). (d) In the event that any Lead Sponsor has nominated less than the total number of designees Investor Designees that such Lead Sponsor E▇▇▇▇▇▇ shall be entitled to nominate select pursuant to Section 1(a3.1(b) are serving on the Board at any time (including if any Investor Designee serving on the Board is unable or unwilling to serve as a Director, resigns as a Director, is removed as a Director or ceases to serve as a Director for any other reason or rights are reinstated pursuant to Section 1(b3.1(c)), such Lead Sponsor E▇▇▇▇▇▇ shall have the right, at any time, to nominate select as an Investor Designee(s) such additional designees individual(s) to which it is entitled, entitled pursuant to Section 3.1(b) in which case, each case subject to each such Investor Designee’s compliance with the customary requirements of the Company’s [Nominating and Governance Committee] for service on the Board that are applicable to all non-employee Directors. The Company and the Directors Board shall take all necessary corporation action, action that is reasonable and within their control (and to the fullest extent such actions are permitted by applicable law (including with respect Law and would not cause a violation of the Company’s Organizational Documents or the provisions of this Agreement) to fiduciary duties under Delaware law), to (x) enable such Lead Sponsor to nominate and effect the election or appointment of such additional individualsindividual(s) to the Board as promptly as reasonably practicable, whether by increasing the size of the Board Board, or otherwise, subject to approval by the Board, not to be unreasonably withheld, conditioned or delayed, and (yin accordance with the Board’s fiduciary duties. Any such individual selected by E▇▇▇▇▇▇ who becomes a Board member in replacement of an Investor Designee shall be deemed to be an Investor Designee for all purposes under this Agreement. In the event any individual selected by E▇▇▇▇▇▇ as an Investor Designee pursuant to this Section 3.1(d) designate such is not appointed to the Board for any reason, E▇▇▇▇▇▇ shall be entitled to select an additional individuals nominated by such Lead Sponsor individual for appointment to fill such newly created vacancies or the Board as Investor Designee and the terms of this Section 3.1(d) shall continue to fill any other existing vacanciesapply. (e) The Company agrees, notwithstanding any mandatory Director retirement age that may be adopted by the Company, to include in the slate of candidates for election to the Board at any meeting of stockholders called for the purpose of electing Directors all Investor Designees that E▇▇▇▇▇▇ has selected pursuant to Section 3.1(b), to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Investor Designee pursuant to this Agreement.2 (f) All committee assignments for the Investor Designee will be determined by the [Nominating and Governance Committee] after consultation with the Investor Designee (and subject to applicable legal requirements, including the corporate governance rules of Nasdaq). (g) Unless waived by the applicable Investor Designee, each Investor Designee shall pay be entitled to receive (i) any and all applicable director and committee fees and 2 Parties to agree to revised language as necessary in the event that Moelis-related DGCL amendments are not adopted or Moelis is not otherwise superseded or overruled prior to the closing of the Transactions. compensation that are payable to the Company’s non-employee Directors as part of the Company’s director compensation plan and (ii) reimbursement by the Company for reasonable and documented out-of-pocket expenses incurred by any Nominee in connection with the performance of while traveling to and from Board and committee meetings as well as travel for other business related to his or her duties service on the Board or committees thereof, subject to any maximum reimbursement obligations of general applicability to Directors as may be established by the Board from time to time. For the avoidance of doubt, each Investor Designee shall be permitted to assign its right to any fees, compensation, reimbursed expenses or any other consideration received or to be received, as applicable, in exchange for such Investor Designee’s service as a director Director to E▇▇▇▇▇▇ or any of its Affiliates. (h) The Company and E▇▇▇▇▇▇ acknowledge that each Investor Designee, upon election or appointment to the Board, shall be obligated to abide, in connection all respects, with all policies and procedures of the Company that are applicable to all Directors. The Company shall at all times (i) provide each Investor Designee (in his or her attendance at any meeting capacity as a member of the Board) with the same rights and benefits (including with respect to insurance, indemnification and exculpation) that it provides to other members of the Board and (ii) maintain directors’ and officers’ liability insurance as determined by the Board.

Board Nomination Rights. (a) From the Effective Date, HGGC Turing EquityCo shall have the right, but not the obligation, to nominate 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 designees 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 without the need for re-election, the number of Nominees (as defined below) serving as Directors of the Company will be equal to at leastto: (i) 60if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing 50% or more of the total voting power of the Total Outstanding Securities (as defined below) as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors (as defined below), so long as HGGC ; (ii) if the Turing EquityCo and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 4540% (but less than 50%) of the total voting power of the then outstanding Common Stock, (ii) 50% Total Outstanding Securities as of the Total Number of Directorsrecord date for such meeting, so long as HGGC Beneficially Owns shares of Common Stock representing less the lowest whole number that is greater than 45% but at least 35% of the total voting power of the then outstanding Common Stock, (iii) 40% of the Total Number of Directors, so long HGGC ; (iii) if Turing EquityCo and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 30% (but less than 35% but at least 25% 40%) of the total voting power of Total Outstanding Securities as of the then outstanding Common Stockrecord date for such meeting, (iv) the lowest whole number that is greater than 30% of the Total Number of Directors, in the event that HGGC ; (iv) if Turing EquityCo and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 20% (but less than 25% but at least 15% 30%) of the total voting power of the then outstanding Common StockTotal Outstanding Securities as of the record date for such meeting, and (v) the lowest whole number that is greater than 20% of the Total Number of Directors, in the event that HGGC ; and (v) if Turing EquityCo and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 10% (but less than 15% but at least 5% 20%) of the total voting power of the then outstanding Common Stock (Total Outstanding Securities as of the record date for such personsmeeting, the “HGGC Nominees”). For purposes of calculating the number of directors that HGGC is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest lowest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) From the Effective Date, M&S shall have the right, but not the obligation, to nominate to the Board a number of designees always being equal to at least: (ior greater than one) 40that is greater than 10% of the Total Number of Directors (as defined below)in each case, so long as M&S Beneficially Owns shares of Common Stock representing at least 25% of the total voting power of the then outstanding Common Stock, (ii) 30% of the Total Number of Directors, in the event that M&S Beneficially Owns shares of Common Stock representing less than 25% but at least 15% of the total voting power of the then outstanding Common Stock, and (iii) 20% of the Total Number of Directors, in the event that M&S Beneficially Owns shares of Common Stock representing less than 15% but at least 5% of the total voting power of the then outstanding Common Stock (each such persons, the person a “M&S Nominees,” and together with the HGGC Nominees, the “NomineesNominee”). For purposes of calculating the number of directors that M&S is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded down to the nearest whole number (e.g., 11⁄4 Directors shall equate to 1 Director) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) The Directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms in accordance with the Company’s certificate of incorporation. One HGGC nominee will initially be allocated to each of the three classes. (db) In the event that any Lead Sponsor Turing EquityCo has nominated less than the total number of designees that such Lead Sponsor Turing EquityCo shall be entitled to nominate pursuant to Section 1(a) or Section 1(b), such Lead Sponsor Turing EquityCo 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 such Lead Sponsor Turing EquityCo to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by such Lead Sponsor Turing EquityCo to fill such newly created vacancies or to fill any other existing vacancies. (ec) 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 Director and in connection with his or her attendance at any meeting of the Board.

Board Nomination Rights. (i) Upon the written request of the Majority ▇▇▇▇▇▇ Investors to the Company at any time and from time to time after the consummation of a Qualified Public Offering (which written request shall (x) reference this Section 1G, (y) specify the name of each individual to be nominated to the Board as a ▇▇▇▇▇▇ Director and (z) demand that the Company comply with its obligations to nominate individuals to the Board as directed by the Majority ▇▇▇▇▇▇ Investors pursuant to this Section 1G), (a) From at any time that the Effective Date▇▇▇▇▇▇ Investors hold at least 30% of the outstanding shares of Common Stock, HGGC the Majority ▇▇▇▇▇▇ Investors shall have the right, but not the obligation, right to nominate a number of individuals for election to the Board a number of designees equal to at least: (i) 60% of the Total Number of Directors (as defined below), so long as HGGC Beneficially Owns shares of Common Stock representing at least 45% of the total voting power of the then outstanding Common Stock, (ii) 50% of the Total Number of Directors, so long as HGGC Beneficially Owns shares of Common Stock representing such that not less than 45% but at least 35% of the total voting power of the then outstanding Common Stock, (iii) 40% of the Total Number of Directors, so long HGGC Beneficially Owns shares of Common Stock representing less than 35% but at least 25% of the total voting power of the then outstanding Common Stock, Directors (iv) 30% of the Total Number of Directors, in the event that HGGC Beneficially Owns shares of Common Stock representing less than 25% but at least 15% of the total voting power of the then outstanding Common Stock, and (v) 20% of the Total Number of Directors, in the event that HGGC Beneficially Owns shares of Common Stock representing less than 15% but at least 5% of the total voting power of the then outstanding Common Stock (such persons, the “HGGC Nominees”). For purposes of calculating the number of directors that HGGC is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directorsnumber) and any such calculations shall be made after taking into account any increase in the Total Number of ▇▇▇▇▇▇ Directors. , (b) From at any time that the Effective Date▇▇▇▇▇▇ Investors hold at least 20% (but less than 30%) of the outstanding shares of Common Stock, M&S the Majority ▇▇▇▇▇▇ Investors shall have the right, but not the obligation, right to nominate a number of individuals for election to the Board a number of designees equal to at least: (i) 40% of the Total Number of Directors (as defined below), so long as M&S Beneficially Owns shares of Common Stock representing at least 25% of the total voting power of the then outstanding Common Stock, (ii) such that not less than 30% of the Total Number of Directors (rounded up to the nearest whole number) shall be ▇▇▇▇▇▇ Directors, in (c) at any time that the event that M&S Beneficially Owns ▇▇▇▇▇▇ Investors hold at least 10% (but less than 20%) of the outstanding shares of Common Stock representing Stock, the Majority ▇▇▇▇▇▇ Investors shall have the right to nominate a number of individuals for election to the Board such that not less than 25% but at least 15% of the total voting power of the then outstanding Common Stock, and (iii) 20% of the Total Number of Directors, in the event that M&S Beneficially Owns shares of Common Stock representing less than 15% but at least 5% of the total voting power of the then outstanding Common Stock Directors (such persons, the “M&S Nominees,” and together with the HGGC Nominees, the “Nominees”). For purposes of calculating the number of directors that M&S is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded down up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 1 Directornumber) and any such calculations shall be made after taking into account ▇▇▇▇▇▇ Directors, and (d) at any increase in time that the Total Number ▇▇▇▇▇▇ Investors hold at least 2% (but less than 10%) of the outstanding shares of Common Stock, the Majority ▇▇▇▇▇▇ Investors shall have the right to nominate a number of individuals for election to the Board such that not less than 10% of the Directors (rounded up to the nearest whole number) shall be ▇▇▇▇▇▇ Directors. If an individual designated by the Majority ▇▇▇▇▇▇ Investors for nomination for election to the Board pursuant to this Section 1G is not nominated or elected to the Board because of such individual’s death, withdrawal or disqualification or for any other reason is unavailable or unable to serve on the Board, then the Majority ▇▇▇▇▇▇ Investors shall have the right to designate another representative to be nominated for election to the Board and the applicable Board seat shall not be filled pending such designation. If any vacancy results from the death, resignation, disqualification, removal or any other cause of a ▇▇▇▇▇▇ Director, then the Majority ▇▇▇▇▇▇ Investors shall have the right to cause the Board to fill such vacancy with an individual nominated by the Majority ▇▇▇▇▇▇ Investors. (cii) The Directors From and after the consummation of a Qualified Public Offering: (a) the Company shall be divided into three classes include each individual designated by the Majority ▇▇▇▇▇▇ Investors for nomination for election to the Board pursuant to this Section 1G in the Board’s slate of directorsnominees to the stockholders for each election of directors and in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, each and at every adjournment or postponement thereof, and on every action or approval by written consent of whose the Board, and every action of the stockholders of the Company, with respect to the election of members of the Board; and (b) the Company shall serve for staggered three-year terms in accordance with not take any action, including making or recommending any amendment to the Certificate of Incorporation or the Company’s certificate of incorporation. One HGGC nominee will initially bylaws, that could reasonably be allocated expected to each have an adverse effect on the rights of the three classesMajority ▇▇▇▇▇▇ Investors under this Section 1G, in each case without the prior written consent of the Majority ▇▇▇▇▇▇ Investors. (diii) In For the event that avoidance of doubt, (a) the Majority ▇▇▇▇▇▇ Investors shall not be deemed to have exercised any Lead Sponsor has nominated less than the total number of designees that such Lead Sponsor shall be entitled their rights to nominate representatives to the Board pursuant to this Section 1G unless the Majority ▇▇▇▇▇▇ Investors shall have sent a written notice to the Company that (1) references this Section 1G, (2) specifies the name of each individual to be nominated to the Board as a ▇▇▇▇▇▇ Director and (3) demands that the Company comply with its obligations to nominate individuals to the Board as directed by the Majority ▇▇▇▇▇▇ Investors pursuant to this Section 1G, (b) the Majority ▇▇▇▇▇▇ Investors may determine in their sole discretion whether, and to what extent, to exercise their rights pursuant to Section 1(a1A(iii) and/or Section 1G, (c) as of the date of this Agreement, the Majority ▇▇▇▇▇▇ Investors have not exercised any of their rights to designate or nominate any individuals to the Board pursuant to Section 1A(iii) or this Section 1(b)1G, such Lead Sponsor shall have and (d) references in this Agreement to a specified percentage of Directors refer to a percentage of the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors 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 such Lead Sponsor to nominate and effect the election or appointment number of such additional individuals, whether by increasing the size then authorized members of the Board or otherwise, (and (y) designate such additional individuals nominated by such Lead Sponsor not to fill such newly created vacancies or to fill any other existing vacancies. (e) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with the performance number of his or her duties as a director and in connection with his or her attendance candidates standing for election at any meeting of the Boardgiven meeting).

Board Nomination Rights. (a) From the Effective Date, HGGC Varsity shall have the right, but not the obligation, to nominate 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 designees 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 without the need for re-election, the number of Nominees (as defined below) serving as Directors of the Company will be equal to at leastto: (i) 60if Varsity and its Affiliates collectively Beneficially Own shares of Common Stock representing 50% or more of the total voting power of the Total Outstanding Securities (as defined below) as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors (as defined below), so long as HGGC ; (ii) if Varsity and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 4540% (but less than 50%) of the total voting power of the then outstanding Common Stock, (ii) 50% Total Outstanding Securities as of the Total Number of Directorsrecord date for such meeting, so long as HGGC Beneficially Owns shares of Common Stock representing less the lowest whole number that is greater than 45% but at least 35% of the total voting power of the then outstanding Common Stock, (iii) 40% of the Total Number of Directors, so long HGGC ; (iii) if Varsity and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 30% (but less than 35% but at least 25% 40%) of the total voting power of Total Outstanding Securities as of the then outstanding Common Stockrecord date for such meeting, (iv) the lowest whole number that is greater than 30% of the Total Number of Directors, in the event that HGGC ; (iv) if Varsity and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 20% (but less than 25% but at least 15% 30%) of the total voting power of the then outstanding Common StockTotal Outstanding Securities as of the record date for such meeting, and (v) the lowest whole number that is greater than 20% of the Total Number of Directors, in the event that HGGC ; and (v) if Varsity and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 10% (but less than 15% but at least 5% 20%) of the total voting power of the then outstanding Common Stock (Total Outstanding Securities as of the record date for such personsmeeting, the “HGGC Nominees”). For purposes of calculating the number of directors that HGGC is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest lowest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) From the Effective Date, M&S shall have the right, but not the obligation, to nominate to the Board a number of designees always being equal to at least: (ior greater than one) 40that is greater than 10% of the Total Number of Directors (as defined below)in each case, so long as M&S Beneficially Owns shares of Common Stock representing at least 25% of the total voting power of the then outstanding Common Stock, (ii) 30% of the Total Number of Directors, in the event that M&S Beneficially Owns shares of Common Stock representing less than 25% but at least 15% of the total voting power of the then outstanding Common Stock, and (iii) 20% of the Total Number of Directors, in the event that M&S Beneficially Owns shares of Common Stock representing less than 15% but at least 5% of the total voting power of the then outstanding Common Stock (each such persons, the person a “M&S Nominees,” and together with the HGGC Nominees, the “NomineesNominee”). For purposes of calculating the number of directors that M&S is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded down to the nearest whole number (e.g., 11⁄4 Directors shall equate to 1 Director) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) The Directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms in accordance with the Company’s certificate of incorporation. One HGGC nominee will initially be allocated to each of the three classes. (db) In the event that any Lead Sponsor Varsity has nominated less than the total number of designees that such Lead Sponsor Varsity shall be entitled to nominate pursuant to Section 1(a) or Section 1(b), such Lead Sponsor Varsity 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 such Lead Sponsor Varsity to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board Board, or otherwise, otherwise and (y) to designate such additional individuals nominated by such Lead Sponsor Varsity to fill such newly created vacancies or to fill any other existing vacancies. (ec) 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 Director and in connection with his or her attendance at any meeting of the Board. (d) For so long as Varsity and its Affiliates Beneficially Own shares of Common Stock representing at least 10% of the total voting power of the Total Outstanding Securities, Varsity may also designate two non-voting observers to attend meetings of the Board and for so long as Varsity and its Affiliates Beneficially Own at least 5% of the total voting power of the Total Outstanding Securities, Varsity may designate one non-voting observer to attend meetings of the Board. [Varsity initially designates [●] and [●] as the non-voting observers]. Except to the extent that the Board reasonably determines in good faith that the receipt of such materials would prevent the Company from asserting attorney-client privilege, such non-voting observers shall receive at the same time and in the same manner as the Directors copies of all materials (including copies of meeting minutes) given to Directors in connection with any meetings of the Board and if the Board proposes to act by written consent, the Board shall provide such non-voting observers at the same time and in the same manner with copies of all notices and materials given to any Director in connection with such action. The non-voting observers may be required by the Board to temporarily leave a meeting of the Board if the presence of the non-voting observers would prevent the Company from asserting attorney-client privilege with respect to matters discussed before the Board at such time.