Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at ten (10) directors, subject to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term of this Agreement, the Indigo Investors and the POF Investors shall have the right to designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of the Sponsor Stockholders shall vote all of its Stockholder Shares and shall take all other necessary or desirable actions within its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.01), so that the following Sponsor Directors shall be elected to the Board at each meeting of the stockholders of the Company: (i) a number of directors designated by the Indigo Investors equal to the product of (i) the Relative Ownership of the Indigo Investors and (ii) the Total Number of Directors to be elected; and (ii) a number of directors designated by the POF Investors equal to the product of (i) the Relative Ownership of the POF Investors and (ii) the Total Number of Directors to be elected. For purposes of calculating the number of directors that the Indigo Investors and POF Investors are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board. (d) In the event that any Sponsor Director for any reason ceases to serve as a member of the Board during such person’s term of office, the resulting vacancy on the Board shall be filled by the Sponsor Stockholder that designated such Sponsor Director. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer its Common Stock to any other Person.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the The Board shall consist of 11 Directors, of whom (i) eight shall be established appointed by the Founder SPV, (ii) one shall be appointed by the Hao Min Representative for so long as Hao Min holds at ten (10) directors, subject to change as set forth in the Bylaws least 1% of the then issued and outstanding Company Securities (calculated on a fully-diluted and as-converted basis), (iii) one shall be appointed by Sequoia for so long as Sequoia and Gopher jointly hold at least 1% of the number then issued and outstanding Company Securities (calculated on a fully-diluted and as-converted basis) and (iv) one shall be appointed by WP, for so long as it holds at least 1% of directors authorized at any given time, the “Total Number of Directors”then issued and outstanding Company Securities (calculated on a fully-diluted and as-converted basis). (b) During Each Shareholder agrees that, if at any time it is then entitled to vote for the term election of the Directors, it shall vote all of its Company Securities or execute proxies or written consents, as the case may be, and take all other necessary actions (including causing the Company to call a special meeting of members / shareholders) in order to ensure that the composition of the Board is as set forth in this Agreement, the Indigo Investors and the POF Investors shall have the right to designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUSSection 2.01. (c) Effective as Each of the Closing DateDirectors may appoint an Alternative Director from time to time to act during his absence and such Alternative Director shall be entitled, each while holding such office at such, to receive notices of meetings of the Sponsor Stockholders shall vote all Board or any committee thereof (if the Director who has appointed the Alternative Director is a member of its Stockholder Shares and shall take all other necessary or desirable actions within its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetingssuch committee), and attend and vote as a Director at any such meeting at which the Company shall take appointing Director is not present and generally to exercise all necessary the powers, rights, duties and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant authorities and to this Section 2.01), so that the following Sponsor Directors shall be elected to the Board at each meeting perform all functions of the stockholders of the Company: (i) a number of directors designated by the Indigo Investors equal to the product of (i) the Relative Ownership of the Indigo Investors and (ii) the Total Number of Directors to be elected; and (ii) a number of directors designated by the POF Investors equal to the product of (i) the Relative Ownership of the POF Investors and (ii) the Total Number of Directors to be elected. For purposes of calculating the number of directors that the Indigo Investors and POF Investors are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Boardappointing Director. (d) In The Company shall enter into an indemnification agreement with the event that any Sponsor Sequoia Director for any reason ceases to serve as a member of in the Board during such person’s term of office, form set forth in the resulting vacancy Share Purchase Agreement on the Board shall be filled by the Sponsor Stockholder that designated such Sponsor Directorsame date hereof. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer its Common Stock to any other Person.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at ten eleven (1011) directors, subject to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term of this Agreement, the Indigo Investors and the POF Investors shall have the right to designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of the Sponsor Stockholders shall vote all of its Stockholder Shares and shall take all other necessary or desirable actions within its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.01), so that the following Sponsor Directors shall be elected to the Board at each meeting of the stockholders of the Company: (i) a number of directors designated by the Indigo Investors Miramar equal to the product of (ix) the Relative Ownership of the Indigo Investors Miramar and (y) the Total Number of Directors to be elected; (ii) a number of directors designated by Indigo Florida equal to the product of (x) the Relative Ownership of Indigo Florida and (y) the Total Number of Directors to be elected; and (iiiii) a number of directors designated by the POF Investors equal to the product of (ix) the Relative Ownership of the POF Investors and (iiy) the Total Number of Directors to be elected. For purposes of calculating the number of directors that the Indigo Investors Miramar, Indigo Florida and POF Investors are each entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board; provided, however, that in the case where the sum of the number of directors to be designated by Indigo Miramar (pursuant to this Section 2.01(c)(i)) and Indigo Florida (pursuant to this Section 2.01(c)(ii)) should be greater than the number of directors that would be able to be designated if calculated by multiplying (x) the Relative Ownership of the Indigo Investors and (y) the Total Number of Directors to be elected, then in such instance, the fractional amount of Indigo Florida shall (regardless of whether it is above or below X.50) shall be rounded up, and the fractional amount of Indigo Miramar (regardless of whether it is above or below X.50) shall be rounded down. (d) In the event that any Sponsor Director for any reason ceases to serve as a member of the Board during such person’s term of office, the resulting vacancy on the Board shall be filled by (i) in the Sponsor Stockholder that designated case when such Sponsor DirectorDirector had been designated by Indigo Miramar or Indigo Florida, as the case may be, a designee of Indigo Miramar or Indigo Florida, as applicable, and (ii) in the case that such Sponsor Director was designated by the POF Investors, a designee of the POF Investors. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer its Common Stock to any other Person.

Composition of the Board. (a) On From and after the Closing Date, the authorized number of directors on the Board shall be established at ten (10) directors, subject to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term effectiveness of this Agreement, Agreement and until the Indigo Investors and the POF Investors shall have the right provisions of this Section 8 cease to designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Dateeffective, each holder of the Sponsor Stockholders Stockholder Shares shall vote all of his, her or its Stockholder Shares and any other voting securities of the Company over which such holder of Stockholder Shares has voting control (whether at a stockholders’ meeting which has been duly called, or if so requested by the Company, by written consent) and shall take all other necessary or desirable actions within his, her or its control (whether in the capacity as a stockholder stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.01calling special board and stockholder meetings), so that that: (i) the authorized number of directors on the Company’s Board shall be established at seven (7) directors; (ii) the following Sponsor Directors persons shall be elected to the Board at each meeting of the stockholders of the CompanyBoard: (ia) a number of directors two (2) persons designated by Indigo Florida, who initially shall be ▇▇. ▇▇▇▇▇▇▇ ▇. Johnson and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (b) two (2) persons designated by Indigo Miramar, each of whom shall be a COUS and who initially shall be ▇▇. ▇▇▇▇▇▇▇ ▇. Franke and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ III (collectively, with the designees set forth in subsection (a) above, the “Indigo Investors equal to Investor Directors” and each, individually, an “Indigo Investor Director”); (c) one (1) person designated by POF II and one (1) person designated by POF III (collectively, the product “Existing Investor Directors” and each, individually, an “Existing Investor Director”), each of whom shall be a COUS and who shall initially be ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ (idesignated by POF II) the Relative Ownership of the Indigo Investors and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ (ii) the Total Number of Directors to be electeddesignated by POF III); and (ii) a number of directors designated by the POF Investors equal to the product of (id) the Relative Ownership then-current CEO of the POF Investors Company, who shall be a COUS and shall initially be ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (iithe “CEO Director”). (iii) the Total Number of Indigo Miramar Directors to shall be elected. For purposes of calculating the number of directors that the Indigo Investors and POF Investors are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size Chairman of the Board.; (div) In except to the extent otherwise requested in writing by the Majority Existing Investor Holders(s), each committee of the Board shall contain at least one (1) Existing Investor Director; (v) unless composed solely of employees of the Company, the composition of the board of directors of each of the Company’s Subsidiaries (a “Sub Board”) shall be the same as that of the Board; (vi) an Indigo Investor Director shall be removed from the Board only upon the written request of the designating Indigo Investor; (vii) an Existing Investor Director shall be removed from the Board only upon the written request of the designating Existing Investor; (viii) in the event that any Sponsor Director person designated as a director pursuant to any subparagraph of Section 8A(ii) for any reason ceases to serve as a member of the Board or a Sub Board during such person’s term of office, the resulting vacancy on the Board or the Sub Board shall be filled by a representative designated by the Sponsor Stockholder that designated person originally entitled to designate such Sponsor Director.director pursuant to Section 8A(ii) above; and (eix) For the avoidance holders of doubtStockholder Shares who, at the parties hereto acknowledge and time of the election of directors, hold shares of Class A Common Stock agree that this Agreement does not restrict if an individual serving as the Company’s CEO ceases to serve in such capacity (whether voluntarily or otherwise impair any Sponsor Stockholder’s right to sellinvoluntarily), assign or otherwise transfer its each holder of Stockholder Shares who, at the time of the election of directors, hold shares of Class A Common Stock will take such action as may be required so that all of the shares of Class A Common Stock held by the holders of Stockholder Shares who, at the time of the election of directors, hold shares of Class A Common Stock are voted for the removal of such individual from the Board (whether by written consent or at an annual or special meeting of stockholders) and to elect as the new CEO Director the person who replaces such individual as the CEO of the Company (whether by written consent or at an annual or special meeting of stockholders). To secure the obligations to vote the Stockholder Shares in accordance with this Section 8A, each holder of Stockholder Shares hereby appoints the Chairman of the Board of Directors and the CEO of the Company, from time to time, or their designees, as such holder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such holder’s Stockholder Shares as set forth in this Section 8A and to execute all necessary actions by written consent of the holders of such Stockholder Shares consistent with this Section 8A on behalf of such holder of Stockholder Shares if, and only if, such holder fails to vote all of such holder’s Stockholder Shares or execute such other necessary actions by written consent of the holders of such Stockholder Shares in accordance with the provisions of Section 8A within five (5) days of the Company’s or any other Personparty’s written request for such holder’s written consent or signature. The proxy and power granted by each holder of Stockholder Shares pursuant to this Section 8A are coupled with an interest and are given to secure the performance of such party’s duties under this Section 8A. Each such proxy and power will be irrevocable for the term of this Section 8. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of the Stockholder Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding any Stockholder Shares.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at ten nine (109) directors, subject with two vacancies, but may be increased or decreased as determined from time to change as set forth time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During Notwithstanding the foregoing Section 2.01(a), during the term of this Agreement, the Indigo Investors and the POF Investors subject to applicable Law, THL and Cannae shall have the right to designate (by mutual agreement) determine the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of the Sponsor Stockholders THL and Cannae shall vote all of its Stockholder Shares their Voting Securities and shall take all other necessary or desirable actions within its their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended nominated by the Board (or an authorized committee thereof) for election as directors of the persons designated pursuant to this Section 2.01Company by the stockholders of the Company each Sponsor Director Designee), so that to cause the following Sponsor Directors shall Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at each any meeting of the stockholders of the CompanyCompany called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then: (i) a number of directors designated by the Indigo Investors for so long as Cannae holds greater than or equal to twelve and one half of a percent (12.5%) in voting power of all the product of then-outstanding Voting Securities, THL and Cannae shall have the right to designate (iby mutual agreement) the Relative Ownership of the Indigo Investors and five (5) Sponsor Director Designees; (ii) for so long as Cannae holds greater than or equal to seven and one half of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the Total Number of Directors then-outstanding Voting Securities, THL shall have the right to be electedindividually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and (iiiii) if Cannae holds less than seven and one half of a number percent (7.5%) in voting power of directors designated by all the POF Investors then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the product then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the Relative Ownership then-outstanding Voting Securities, a total of the POF Investors and four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the Total Number then-outstanding Voting Securities, a total of Directors to be elected. For purposes three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of calculating all the number then-outstanding Voting Securities, a total of directors that two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the Indigo Investors and POF Investors are entitled to designate pursuant to the immediately preceding sentencethen-outstanding Voting Securities, any fractional amounts shall automatically be rounded to the nearest whole number one (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors1) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the BoardSponsor Director Designee. (dg) In If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such personPerson’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder that designated such or Sponsor DirectorStockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (ei) For In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right rights of THL or Cannae to sell, assign or otherwise transfer its their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at ten eleven (1011) directors, subject to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term of this Agreement, the Indigo Investors and the POF Investors shall have the right to designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of the Sponsor Stockholders shall vote all of its Stockholder Shares and shall take all other necessary or desirable actions within its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.01), so that the following Sponsor Directors shall be elected to the Board at each meeting of the stockholders of the Company: (i) a number of directors designated by the Indigo Investors Miramar equal to the product of (ix) the Relative Ownership of the Indigo Investors Miramar and (y) the Total Number of Directors to be elected; (ii) a number of directors designated by Indigo Florida equal to the product of (x) the Relative Ownership of Indigo Miramar and (y) the Total Number of Directors to be elected; and (iiiii) a number of directors designated by the POF Investors equal to the product of (ix) the Relative Ownership of the POF Investors and (iiy) the Total Number of Directors to be elected. For purposes of calculating the number of directors that the Indigo Investors Miramar, Indigo Florida and POF Investors are each entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board; provided, however, that in the case where the sum of the number of directors to be designated by Indigo Miramar (pursuant to this Section 2.01(c)(i)) and Indigo Florida (pursuant to this Section 2.01(c)(ii)) should be greater than the number of directors that would be able to be designated if calculated by multiplying (x) the Relative Ownership of the Indigo Investors and (y) the Total Number of Directors to be elected, then in such instance, the fractional amount of Indigo Florida shall (regardless of whether it is above or below X.50) shall be rounded up, and the fractional amount of Indigo Miramar (regardless of whether it is above or below X.50) shall be rounded down. (d) In the event that any Sponsor Director for any reason ceases to serve as a member of the Board during such person’s term of office, the resulting vacancy on the Board shall be filled by (i) in the Sponsor Stockholder that designated case when such Sponsor DirectorDirector had been designated by Indigo Miramar or Indigo Florida, as the case may be, a designee of Indigo Miramar or Indigo Florida, as applicable, and (ii) in the case that such Sponsor Director was designated by the POF Investors, a designee of the POF Investors. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer its Common Stock to any other Person.

Composition of the Board. (a) On Pursuant to the Closing Date, Securities Purchase Agreement and in each case effective as of the authorized number of directors on Second Subsequent Closing: (i) the Board shall be established at ten (10) directors, subject take all necessary corporate action to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term of this Agreement, the Indigo Investors and the POF Investors shall have the right to designate increase the Total Number of Directors to eleven (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”11), two-thirds comprised of whom shall be a COUS.the five (5) Initial Investor Designees, five (5) Company Designees and the Company’s chief executive officer; (cii) Effective as the Company shall use commercially reasonable efforts to cause the resignations of two (2) individuals who are directors of the Company immediately prior to the Second Subsequent Closing Date, each of (other than the Sponsor Stockholders shall vote all of its Stockholder Shares Company Designees and shall take all other necessary or desirable actions within its control the Company’s chief executive officer); and (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and iii) the Company shall take all necessary corporate action to appoint the Initial Investor Designees to the Board. (b) From and desirable actions within its control after the Second Subsequent Closing until the Sunset Date, subject to the terms and conditions of this Article II, Investor shall have the right (includingbut not the obligation) to designate, without limitation, including in and the slate individuals nominated for election as Directors by or at the direction of nominees recommended by the Board or a duly-authorized committee thereof shall include, up to five (5) individuals that meet the persons designated Designee Qualifications to serve as Directors (each such individual whom Investor shall actually designate pursuant to this Section 2.012.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”); provided, that, at all times, at least two (2) of the Investor Designees shall be Independent Investor Designees (except, if, Investor is only entitled to nominate four (4) Investor Designees, only one (1) of the Investor Designees shall be required to be an Independent Investor Designee, and, if, Investor is only entitled to nominate three (3) or fewer Investor Designees, no Investor Designees shall be required to be an Independent Investor Designee). Notwithstanding the foregoing provisions of this Section 2.1(b), so the number of individuals that the following Sponsor Directors Investor shall be elected entitled to designate to serve as Directors pursuant to this Section 2.1(b) shall be adjusted, as applicable, immediately after any Transfer of Equity Securities of the Company by an Investor Entity and otherwise at each record date established by the Board at each with respect to any meeting of the stockholders of the Company: (i) Company involving the election of Directors, to a number of directors designated by the Indigo Investors equal to the product Percentage Interest of the Investor Entities multiplied by the Total Number of Directors at such time, rounded up to the nearest whole number; provided, that, (i) the Relative Ownership number of Investor Designees shall not exceed five (5) individuals and (ii) on and after the Sunset Date, or the earlier date on which any Investor Entity intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Investor shall not be entitled to designate any individuals to serve as Directors, and no Investor Designee shall be entitled to serve as Director, in each case pursuant to this Agreement. (c) From and after the Closing until the Sunset Date, the chief executive officer of the Indigo Investors Company shall be entitled to be nominated by the Board for election as a Director (except as otherwise determined by the approval of a majority of the independent directors, including a majority of the Independent Company Designees entitled to vote on such matter) (such Person, the “CEO Designee”). (d) From and after the Closing until the Sunset Date, the Independent Company Designees shall have the exclusive right to nominate persons on behalf of the Board for election at annual stockholders meetings for, or to fill vacancies in, all Director positions, other than (i) the Investor Designees and (ii) the Total Number CEO Designee; provided, that, at all times, the Company Designees shall be Independent Company Designees, unless otherwise determined by the Board (including, for so long as the Percentage Interest of Directors the Investor Entities is at least 25%, at least a majority of the Investor Designees entitled to be elected; andvote on such matter). (iie) a If at any time Investor has designated fewer than the total number of directors designated by the POF Investors equal to the product of (i) the Relative Ownership of the POF Investors and (ii) the Total Number of Directors to be elected. For purposes of calculating the number of directors individuals that the Indigo Investors and POF Investors are Investor is then entitled to designate pursuant to Section 2.1(b), Investor shall have the immediately preceding sentenceright (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that Investor is entitled to so designate, in which case, any fractional amounts individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall automatically be rounded include such designees, and the Company shall use its reasonable best efforts to (i) effect the nearest whole number (e.g.election of such additional designees, 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in whether by increasing the size of the Board. (d) In the event that any Sponsor Director for any reason ceases to serve as a member of the Board during such person’s term of officeor otherwise, the resulting vacancy on the Board shall be filled by the Sponsor Stockholder that designated such Sponsor Director. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer its Common Stock to any other Person.and

Composition of the Board. (a) On From and after the Closing Date, the authorized number of directors on the Board shall be established at ten (10) directors, subject to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term effectiveness of this Agreement, Agreement and until the Indigo Investors and the POF Investors shall have the right provisions of this Section 8 cease to designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Dateeffective, each of the Sponsor Stockholders Stockholder shall vote all of his, her or its Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control (whether at a stockholders' meeting which has been duly called, or if so requested by the Majority ▇▇ ▇▇▇▇▇▇, by written consent) and shall take all other necessary or desirable actions within his, her or its control (whether in the capacity as a stockholder stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.01calling special board and stockholder meetings), so that that: (i) the authorized number of directors on the Company's Board shall be established at three directors or such greater number of directors as the Majority WS Holders may specify from time to time by written notice to the Company (in which case the Majority ▇▇ ▇▇▇▇▇▇ shall be entitled to designate such additional representatives); (ii) the following Sponsor Directors persons shall be elected to the Board at each meeting of the stockholders of the CompanyBoard: (i) a number of directors designated by the Indigo Investors equal to the product of (ia) the Relative Ownership of Company's chief executive officer, who initially shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the Indigo Investors and (ii) the Total Number of Directors to be elected"CEO Director"); and (iib) a number of directors two persons designated by the POF Investors equal to Majority ▇▇ ▇▇▇▇▇▇ (collectively, the product of (i) the Relative Ownership of the POF Investors "WS Directors", and (ii) the Total Number of Directors to be electedeach individually, a "WS Director"), who initially shall include Avy ▇. For purposes of calculating the number of directors that the Indigo Investors ▇▇▇▇▇ and POF Investors are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. (diii) In the event that any Sponsor CEO Director for any reason ceases to serve be an employee of the Company and its Subsidiaries, such person shall be removed as a member director of the Board during Company and any of its Subsidiaries immediately upon termination of such person’s term 's employment; (iv) a WS Director shall be removed from the Board only upon the written request of office, the resulting Majority ▇▇ ▇▇▇▇▇▇; (v) any vacancy on the Board or the board of directors of any Subsidiary (a "Sub Board") shall be filled by the Sponsor Stockholder that designated such Sponsor Director.WS Majority Holder; and (evi) For to the avoidance extent that any Executive Committee of doubtthe Board is created, the parties hereto acknowledge and agree that this Agreement does not restrict CEO Director shall serve on such Executive Committee so long as he is an employee of the Company or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer of its Common Stock to any other PersonSubsidiaries.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at ten nine (109) directors, subject with two vacancies, but may be increased or decreased as determined from time to change as set forth time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During Notwithstanding the foregoing Section 2.01(a), during the term of this Agreement, the Indigo Investors and the POF Investors subject to applicable Law, THL and Cannae shall have the right to designate (by mutual agreement) determine the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of the Sponsor Stockholders THL and Cannae shall vote all of its Stockholder Shares their Voting Securities and shall take all other necessary or desirable actions within its their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended nominated by the Board (or an authorized committee thereof) for election as directors of the persons designated pursuant to this Section 2.01Company by the stockholders of the Company each Sponsor Director Designee), so that to cause the following Sponsor Directors shall Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at each any meeting of the stockholders of the CompanyCompany called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then: (i) a number of directors designated by the Indigo Investors for so long as Cannae holds greater than or equal to twelve and one half of a percent (12.5%) in voting power of all the product of then-outstanding Voting Securities, THL and Cannae shall have the right to designate (iby mutual agreement) the Relative Ownership of the Indigo Investors and five (ii5) the Total Number of Directors to be elected; andSponsor Director Designees; (ii) a number of directors designated by the POF Investors for so long as Cannae holds greater than or equal to seven and one half of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the product then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the Relative Ownership then-outstanding Voting Securities, a total of the POF Investors and four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the Total Number then-outstanding Voting Securities, a total of Directors to be elected. For purposes three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of calculating all the number then-outstanding Voting Securities, a total of directors that two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the Indigo Investors and POF Investors are entitled to designate pursuant to the immediately preceding sentencethen-outstanding Voting Securities, any fractional amounts shall automatically be rounded to the nearest whole number one (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors1) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the BoardSponsor Director Designee. (dg) In If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such personPerson’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder that designated such or Sponsor DirectorStockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (ei) For In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right rights of THL or Cannae to sell, assign or otherwise transfer its their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at ten (10) directors, subject to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term of this Agreement, the Indigo Investors and the POF Investors shall have the right to designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of the Sponsor Stockholders shall vote all of its Stockholder Shares and shall take all other necessary or desirable actions within its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.01), so that the following Sponsor Directors shall be elected to the Board at each meeting of the stockholders of the Company: (i) a number of directors designated by the Indigo Investors Miramar equal to the product of (ix) the Relative Ownership of the Indigo Investors Miramar and (y) the Total Number of Directors to be elected; (ii) a number of directors designated by Indigo Florida equal to the product of (x) the Relative Ownership of Indigo Miramar and (y) the Total Number of Directors to be elected; and (iiiii) a number of directors designated by the POF Investors equal to the product of (ix) the Relative Ownership of the POF Investors and (iiy) the Total Number of Directors to be elected. For purposes of calculating the number of directors that the Indigo Investors Miramar, Indigo Florida and POF Investors are each entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board; provided, however, that in the case where the sum of the number of directors to be designated by Indigo Miramar (pursuant to this Section 2.01(c)(i)) and Indigo Florida (pursuant to this Section 2.01(c)(ii)) should be greater than the number of directors that would be able to be designated if calculated by multiplying (x) the Relative Ownership of the Indigo Investors and (y) the Total Number of Directors to be elected, then in such instance, the fractional amount of Indigo Florida shall (regardless of whether it is above or below X.50) shall be rounded up, and the fractional amount of Indigo Miramar (regardless of whether it is above or below X.50) shall be rounded down. (d) In the event that any Sponsor Director for any reason ceases to serve as a member of the Board during such person’s term of office, the resulting vacancy on the Board shall be filled by (i) in the Sponsor Stockholder that designated case when such Sponsor DirectorDirector had been designated by Indigo Miramar or Indigo Florida, as the case may be, a designee of Indigo Miramar or Indigo Florida, as applicable, and (ii) in the case that such Sponsor Director was designated by the POF Investors, a designee of the POF Investors. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer its Common Stock to any other Person.

Composition of the Board. 10.1.1 The management of the Company shall be vested in the Board of Directors consisting of three (3) Directors from the date on which the Directors referred to in Section 10.1.2 below are appointed and during the term of this Agreement. 10.1.2 During the term of this Agreement: (a) the Founding Shareholder shall be entitled to nominate for election two (2) Directors with voting rights; (b) [***] shall be entitled to nominate for election one (1) Director with voting rights and one observer without voting right; (c) The Board and the board of directors of each of the Company’s Subsidiaries (if applicable) shall have one (1) observer designated by CASI (“CASI Observer”). CASI Observer shall have the right to attend board or board committee meetings of the Company and each of its Subsidiaries in a non-voting observer capacity (whether in person, by telephone or other). Each of the Company and its Subsidiaries shall provide to the CASI Observer, concurrently with the members of the board and all committees thereof, and in the same manner, notice of such meetings and a copy of all materials provided to such members of the Board and all committees thereof; provided, however, that the CASI Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. Notwithstanding anything to the contrary, such CASI Observer may disclose any information to its appointer or any of its Affiliates or to any person to whom disclosure would be permitted in accordance with this Agreement. (d) the Chairman shall be nominated for election by the Founding Shareholders. 10.1.3 On the Closing Date, the authorized number Parties shall procure that the nominees of directors on each Shareholder nominated in accordance with the preceding Section 10.1.2 shall be appointed as Directors. 10.1.4 Each of the Shareholders undertakes to vote for election of any nominee for Director as proposed from time to time by a Shareholder, and further undertakes to vote for removal of any Director nominated by a Shareholder if so requested by such Shareholder. 10.1.5 A Director may be removed by the Shareholder by whom such Director is nominated (but not by any other Shareholder) upon written notice of removal. Such Shareholder shall send such removal notice to the Board shall be established at ten (10) directors, subject to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term of this Agreement, the Indigo Investors and the POF Investors shall have the right to designate the Total Number . The Board of Directors (collectively, shall notify the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds other Shareholders of whom shall be a COUS. (c) Effective as of the Closing Date, each of the Sponsor Stockholders shall vote all of its Stockholder Shares and shall take all other necessary or desirable actions within its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company such removal. All Shareholders shall take all necessary actions (including convening a Shareholders’ Meeting when necessary or upon request) to give effect to such removal and desirable actions within its control (including, without limitation, including to the appointment of the new Director nominated by such Shareholder. 10.1.6 In the event of a vacancy in the slate Board of nominees recommended Directors due to the death, retirement, resignation or removal of any Director, a new Director shall be nominated in place of the deceased, retired, resigned or removed Director. Such nomination shall be made by the Board Shareholder who nominated the persons designated pursuant to this Section 2.01)deceased, so that the following Sponsor Directors shall be elected retired, resigned or removed Director by written notice to the Board at each meeting of Directors with a copy to the other Shareholders. All Shareholders shall take all necessary actions to procure and ensure the election of the stockholders of the Company: (i) a number of directors designated by the Indigo Investors equal newly nominated individual to the product of (i) the Relative Ownership of the Indigo Investors and (ii) the Total Number Board of Directors to be elected; and (ii) including convening a number of directors designated by the POF Investors equal to the product of (i) the Relative Ownership of the POF Investors and (ii) the Total Number of Directors to be elected. For purposes of calculating the number of directors that the Indigo Investors and POF Investors are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the BoardShareholders’ Meeting when necessary or upon request). (d) In the event that any Sponsor Director for any reason ceases to serve as a member of the Board during such person’s term of office, the resulting vacancy on the Board shall be filled by the Sponsor Stockholder that designated such Sponsor Director. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer its Common Stock to any other Person.

Composition of the Board. (a) On From and after the Closing Date, the authorized number of directors on the Board shall be established at ten (10) directors, subject to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term effectiveness of this Agreement, Agreement and until the Indigo Investors and the POF Investors shall have the right provisions of this Section 8 cease to designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Dateeffective, each of the Sponsor Stockholders Stockholder shall vote all of his, her or its Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called, or if so requested by the Majority ▇▇ ▇▇▇▇▇▇, by written consent) and shall take all other necessary or desirable actions within his, her or its control (whether in the capacity as a stockholder stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.01calling special board and stockholder meetings), so that that: (i) the authorized number of directors on the Company’s Board shall be established at three directors or such greater number of directors as the Majority WS Holders may specify from time to time by written notice to the Company (in which case the Majority ▇▇ ▇▇▇▇▇▇ shall be entitled to designate such additional representatives); (ii) the following Sponsor Directors persons shall be elected to the Board at each meeting of the stockholders of the CompanyBoard: (i) a number of directors designated by the Indigo Investors equal to the product of (ia) the Relative Ownership of Company’s chief executive officer, who initially shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the Indigo Investors and (ii) the Total Number of Directors to be elected“CEO Director”); and (iib) a number of directors two persons designated by the POF Investors equal to Majority ▇▇ ▇▇▇▇▇▇ (collectively, the product of (i) the Relative Ownership of the POF Investors “WS Directors”, and (ii) the Total Number of Directors to be electedeach individually, a “WS Director”), who initially shall include Avy ▇. For purposes of calculating the number of directors that the Indigo Investors ▇▇▇▇▇ and POF Investors are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. (diii) In the event that any Sponsor CEO Director for any reason ceases to serve be an employee of the Company and its Subsidiaries, such person shall be removed as a member director of the Board during Company and any of its Subsidiaries immediately upon termination of such person’s term employment; (iv) a WS Director shall be removed from the Board only upon the written request of office, the resulting Majority ▇▇ ▇▇▇▇▇▇; (v) any vacancy on the Board or the board of directors of any Subsidiary (a “Sub Board”) shall be filled by the Sponsor Stockholder that designated such Sponsor Director.WS Majority Holder; and (evi) For to the avoidance extent that any Executive Committee of doubtthe Board is created, the parties hereto acknowledge and agree that this Agreement does not restrict CEO Director shall serve on such Executive Committee so long as he is an employee of the Company or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer of its Common Stock to any other PersonSubsidiaries.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at ten seven (107) directorsdirectors but may, subject from time to change as set forth time, be increased or decreased in accordance with the Amended and Restated Bylaws of the Company Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) During the term of this Agreement, and subject to the Indigo Investors terms set forth herein and in the POF Investors Bylaws and to applicable Law, THL and Fidelity shall have the right to designate (by mutual agreement) determine the Total Number of Directors and designate the persons to be elected to the Board (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of the Sponsor Stockholders THL and Fidelity shall vote all of its Stockholder Shares their Voting Securities and shall take all other necessary or desirable actions within its their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons Persons designated pursuant to this Section 2.01), so that the following two (2) Sponsor Directors designated by THL (the “THL Directors”) and five (5) Sponsor Directors designated by Fidelity (the “Fidelity Directors”) shall initially be elected and appointed to the Board at each meeting of the stockholders of the Company (the “Initial Designations”). (d) Following the Initial Designations, each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the Persons designated pursuant to this Section 2.01), to cause the Sponsor Directors to be elected to the Board at each meeting of the stockholders of the CompanyCompany such that: (i) a number of directors designated by the Indigo Investors for so long as THL owns greater than or equal to the product of 15 percent (i15%) the Relative Ownership of the Indigo Investors Voting Securities issued and outstanding as of such date, (iiA) THL shall have the right to designate at least two (2) of the Total Number of Directors elected, and (B) Fidelity shall have the right to be electeddesignate a number of Fidelity Directors elected equal to the Total Number of Directors, less the number of THL Directors designated in accordance with the preceding clause (d)(i)(A); and (ii) a number for so long as THL owns less than 15 percent (15%) of directors designated by the POF Investors Voting Securities issued and outstanding as of such date but greater than or equal to the product of five percent (i5%) the Relative Ownership of the POF Investors Voting Securities issued and outstanding as of such date, (iiA) THL shall have the right to designate at least one (1) of the Total Number of Directors, and (B) Fidelity shall have the right to designate a number of Fidelity Directors elected equal to be elected. For purposes the Total Number of calculating Directors, less the number of directors that THL Directors designated in accordance with the Indigo Investors and POF Investors are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number clause (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Boardd)(ii)(A). (de) In the event that any Sponsor Director for any reason ceases to serve as a member of the Board during such personPerson’s term of office, the resulting vacancy on the Board shall be filled by (i) in the Sponsor Stockholder that designated case when such Sponsor Director is a THL Director, a designee of THL, and (ii) in the case that such Sponsor Director is a Fidelity Director, a designee of Fidelity. (ef) For In the event that a THL Affiliate that is party hereto or a Fidelity Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Fidelity Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right rights of THL or Fidelity to sell, assign or otherwise transfer its their respective shares of Class A Common Stock or Class B Common Stock to any other Person.