Common use of Composition of the Board Clause in Contracts

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised at Closing of nine (9) directors, (i) seven (7) of whom have been nominated by the Seller Representative (each, a “Seller Director”), initially ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Gold, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (ii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor Director”), initially ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(c), as applicable, and such foregoing directors to be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, initially ▇▇▇▇▇ ▇▇▇; (ii) the Class II directors shall include: three (3) Seller Director(s); and (iii) the Class III directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, initially ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇. The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 annual meeting at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised at or following the Closing of nine (9) directors, (i) seven six (76) of whom have been shall be nominated by the Seller Representative Sellers (each, a “Seller Director”), initially ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Centena, ▇, ▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇ Gold, and ▇▇▇▇▇ ▇▇▇▇▇, (ii) the Chief Executive Officer of PubCo, who shall initially be ▇▇▇▇ ▇▇▇▇▇, and (iiiii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor Director”), who shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(c), ▇ as applicable, and such foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year-terms as follows: (i) the Class I directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, Director (who shall initially be ▇▇▇▇▇ ▇▇▇); (ii) the Class II directors shall include: three two (32) Seller Director(s) and one (1) Sponsor Director (who shall initially be ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇); and (iii) the Class III directors shall include: two (2) Seller Director(s) ). and one (1) Sponsor Director, initially ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇the Chief Executive Officer. The initial term of the Class I directors shall expire immediately following PubCo’s 2021 2022 annual meeting of stockholders shareholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 2023 annual meeting of stockholders shareholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 2024 annual meeting of shareholders at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised at Closing of nine (9) directors, (i) seven (7) of whom have been nominated by the Seller Representative (each, a “Seller Director”), initially ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Gold, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (ii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor Director”), initially ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(c), as applicable, and such foregoing directors to be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, initially ▇▇▇▇▇ ▇▇▇; (ii) the Class II directors shall include: three (3) Seller Director(s); and (iii) the Class III directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, initially ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇. The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 annual meeting at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-- ▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised at Closing of nine (9) directors, (i) seven six (76) of whom have been nominated by the Seller Representative Sellers (each, a “Seller Director”), initially [●], [●], [●], [●], [●] and [●], (ii) the Chief Executive Officer of PubCo, who shall initially be ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Gold, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (iiiii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor Director”), who shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(c), ▇ as applicable, and such foregoing directors to be divided into three classes of directors, with each class serving for staggered three (3) year-terms as follows: (i) the Class I directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, Director (who shall initially be ▇▇▇▇▇ ▇▇▇); (ii) the Class II directors shall include: three (3) Seller Director(s); and (iii) the Class III directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, Director (who shall initially be ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇); and (iii) the Class III directors shall include: three (3) Seller Director(s). The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders shareholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders shareholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 annual meeting of shareholders at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each Each of the Sellers Sellers, the Other Holders, the Sponsors and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, shall take all Necessary Action to cause the Board to be comprised at Closing of nine (9) directors, (i) seven (7) of whom have been nominated by the Seller Equityholder Representative (each, a “Seller Director”), (ii) one (1) of whom has been nominated by the Sponsor Representative (the “Sponsor Director”) and (iii) one (1) of whom has been jointly nominated by the Sponsor Representative and the Equityholder Representative (the “Joint Director”). At the Closing, each of the Sellers, the Other Holders, the Sponsors and PubCo shall take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three year-terms. (i) the Class I directors shall initially ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Gold, and be: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (ii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor Director”), initially M▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, and ▇J▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(c), as applicable, and such foregoing directors to be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, initially ▇▇▇▇▇ ▇▇▇; (ii) the Class II directors shall includeinitially be: three (3) Seller Director(s)S▇▇ ▇▇▇▇▇▇, C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and R▇▇▇▇ ▇▇▇▇▇▇▇; and (iii) the Class III directors shall includeinitially be: two (2) Seller Director(s) and one (1) Sponsor Director, initially M▇▇▇ ▇▇▇▇▇▇▇ ▇, R▇▇▇ ▇▇▇▇, and R▇▇▇▇ ▇▇▇▇. Any vacancies existing on the Board as of the date hereof shall be filled in accordance with Section 2.1(d). The initial term of the Class I directors shall expire immediately following PubCo’s 2021 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 annual meeting at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 2024 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to the last paragraph Each of this Section 2.1(a)[Callaway], PubCo shallOktem and Durgun, and each of the Sellers and the Sponsor (severally, severally and not jointly) , agrees with PubCo that hePubco to take all Necessary Action to cause (x) the Board to initially be comprised of seven (7) directors and (y) those individuals to be nominated in accordance with this Article 2, she initially (a) six (6) of whom have been or it shallwill be nominated by the Company, initially [●], [●], [●], [●], [●] and [●], and (b) one (1) of whom has been or will be nominated by [Callaway] (on behalf of the Sponsor), initially [●] (the “Sponsor Director”). Each of [Callaway] and the Founders, severally and not jointly, agrees with Pubco to take all Necessary Action to cause the Board to be comprised at Closing of nine (9) directors, (i) seven (7) of whom have been nominated by the Seller Representative (each, a “Seller Director”), initially ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Gold, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (ii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor Director”), initially ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(c), as applicable, and such foregoing directors to be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include: two (2) Seller Director(s) include [●], [●] and one (1) Sponsor Director, initially ▇▇▇▇▇ ▇▇▇[●]; (ii) the Class II directors shall include: three (3) Seller Director(s)include [●] and [●]; and (iii) the Class III directors shall include: two (2) Seller Director(s) include [●] and one (1) the Sponsor Director, initially ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇. The initial term of the Class I directors shall expire immediately following PubCoPubco’s 2021 2023 annual meeting of stockholders shareholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCoPubco’s 2022 2024 annual meeting of stockholders shareholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCoPubco’s 2023 2025 annual meeting of shareholders at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) SCG Holders’ Representative agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised at Closing of nine eight (9) 8) directors, (i) seven five (75) of whom have been nominated by the Seller SCG Holders’ Representative (each, a “Seller Member Director”), initially ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Gold, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, [●], and (ii) [●], at least two (2) of whom have been nominated by the Sponsor which will be NYSE Independent, (each, ii) [●] and [●] (each a “Sponsor Designated Director”), initially ▇and (iii) one (1) individual that shall be NYSE Independent (an “Independent Director”), and ▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, shall initially be the executive chairman of the Board. Each Independent Director not nominated by the SCG Holders’ Representative shall be nominated by the Nominating and thereafter designated Corporate Governance Committee pursuant to Section 2.1(b) or Section 2.1(c2.1(f), as applicable, and such foregoing . The directors are to be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include: two [one] (2[1]) Seller Director(sMember Director and [one] ([1]) and one (1) Sponsor Designated Director, initially ▇▇▇▇▇ ▇▇▇[●] and [●], respectively; (ii) the Class II directors shall include: three [two] (3[2]) Seller Member Director(s)) and [one] ([1]) Independent Director, initially [●], [●] and [●], respectively, and [●]; and (iii) the Class III directors shall include: two [two] ([2]) Seller Member Director(s), and [one] ([1]) and one (1) Sponsor Designated Director, initially ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇[●], [●] and [●], respectively. The initial term of the Class I directors shall expire immediately following PubCo’s 2021 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 2024 annual meeting at which directors are elected. Notwithstanding anything The initial composition of the Board may be changed from time to time as provided in the Certificate of Incorporation or the Bylaws, and pursuant to the contrary contained herein, on or prior to the one (1) year anniversary of the date balance of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e)2.1.

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each Each of the Sellers and Sponsor, the Sponsor (severally▇▇▇▇▇▇▇ Equityholders, the IVP Equityholders, severally and not jointly) , agrees with PubCo that he, she or it shall, to take all Necessary Action to cause (x) the Board to be comprised at Closing of nine (9) directorsdirectors and (y) those individuals to be nominated in accordance with this Article III, initially (i) seven three (73) of whom have been or will be nominated by the Seller Representative (each, a “Seller Director”)IVP Representative, initially ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ . ▇▇▇▇▇▇ and ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (with one (1) vacancy) and thereafter designated pursuant to Section 3.1(b) or Section 3.1(e) of this Agreement (each, an “IVP Director”), (ii) five (5) of whom have been or will be nominated by CC Capital (on behalf of the Sponsor), initially ▇▇▇▇▇ ▇. ▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇ ▇. ▇▇▇▇▇▇▇ Gold(and two (2) vacancies) and thereafter designated pursuant to Section 3.1(c) or Section 3.1(e) of this Agreement (each, a “Sponsor Director”), and (iii) the CEO of E2open, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (ii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor CEO Director”). Each of the Sponsor, initially ▇▇▇▇▇ ▇▇▇ and the ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇Equityholders, the IVP Equityholders, severally and thereafter designated pursuant not jointly, agrees with PubCo to Section 2.1(b) or Section 2.1(c), as applicable, and such take all Necessary Action to cause the foregoing directors to be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include: three (3) Sponsor Directors, initially ▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (and one (1) vacancy); (ii) the Class II directors shall include: two (2) Seller Director(sIVP Directors, initially ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and one (1) and Sponsor Director, initially vacant; and (iii) the Class III directors shall include: one (1) IVP Director, initially vacant, one (1) Sponsor Director, initially ▇▇▇▇▇ ▇▇▇; (ii) the Class II directors shall include: three (3) Seller Director(s); and (iii) the Class III directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, initially . ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and the CEO Director. Any vacancies existing on the Board as of the date hereof shall be filled in accordance with Section 3.1(e). The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 annual meeting at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each Each of the Sellers and the Sponsor (severally, Equityholders severally and not jointly) , agrees with PubCo that he, she or it shall, to take all Necessary Action to cause (x) the Board to be comprised at Closing of nine seven (97) directorsdirectors initially and (y) those individuals to be nominated in accordance with this Article III, initially (i) seven two (72) of whom have been or will be nominated by Engaged Capital (acting on behalf of the Engaged Capital Investors), initially ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, one of whom shall meet the independence requirements of the Exchange Act and the applicable stock exchange regulations, and thereafter designated pursuant to Section 3.1(b) or Section 3.1(e) of this Agreement (each, an “Engaged Capital Director”), (ii) two (2) of whom have been or will be nominated by the Seller Representative Founder, initially ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, both of whom shall meet the independence requirements of the Exchange Act and the applicable stock exchange regulations and thereafter designated pursuant to Section 3.1(c) or Section 3.1(e) of this Agreement (each, a “Seller Founder Director”), initially which Founder Directors shall meet the independence requirements under the Exchange Act and applicable stock exchange regulations, and (iii) ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Gold, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (ii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor Director”), initially ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(c), as applicable, and such .The foregoing directors to shall be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include: two (2) Seller Director(s) include ▇▇▇▇ ▇▇▇▇▇▇▇, initially, and up to one (1) Sponsor Engaged Capital Director, initially ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) the Class II directors shall include: three include ▇▇▇ ▇▇▇▇▇, initially, and up to one (31) Seller Director(s)Founder Director, initially ▇▇▇▇▇▇ ▇▇▇▇▇; and (iii) the Class III directors shall include: two (2) Seller Director(s) and include ▇▇▇▇ ▇▇▇▇▇, initially, up to one (1) Sponsor Engaged Capital Director, initially ▇▇▇▇▇ ▇▇▇▇▇▇▇, and up to one (1) Founder Director, initially ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇. Any vacancies existing on the Board as of the date hereof shall be filled in accordance with Section 3.1(e). The initial term of the Class I directors shall expire immediately following PubCo’s 2021 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 2024 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 2025 annual meeting at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised at or following the Closing of nine (9) directors, (i) seven six (76) of whom have been shall be nominated by the Seller Representative Sellers (each, a “Seller Director”), initially ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Centena, ▇, ▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇ Gold, and ▇▇▇▇▇ ▇▇▇▇▇, (ii) the Chief Executive Officer of PubCo, who shall initially be ▇▇▇▇ ▇▇▇▇▇, and (iiiii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor Director”), who shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(c), ▇ as applicable, and such foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year-terms as follows: (i) the Class I directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, Director (who shall initially be ▇▇▇▇▇ ▇▇▇); (ii) the Class II directors shall include: three two (32) Seller Director(s) and one (1) Sponsor Director (who shall initially be ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇); and (iii) the Class III directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, initially ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇the Chief Executive Officer. The initial term of the Class I directors shall expire immediately following PubCo’s 2021 2022 annual meeting of stockholders shareholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 2023 annual meeting of stockholders shareholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 2024 annual meeting of shareholders at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to At and following the last paragraph of this Section 2.1(a)Closing, PubCo shall, and each of the Sponsor, the Sellers and the Sponsor (severallyPIF, severally and not jointly) , agrees with PubCo that he, she or it shall, to take all Necessary Action to cause (x) the Board to be comprised at Closing of nine (9) directors, (i) seven eleven (711) directors and (y) those individuals to be nominated in accordance with this Article II, initially (i) three (3) of whom have been nominated by the Seller Representative (each, a “Seller Director”)Representative, initially ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Gold, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (ii) two (2) of whom have been nominated by the Sponsor (each, a “Sponsor Director”), initially ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(f) of this Investor Rights Agreement (each, a “Seller Director”), (ii) three (3) of whom have been nominated by the Sponsor, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ August and an additional individual designated pursuant to Section 2.1(c), as applicableand thereafter designated pursuant to Section 2.1(c) or Section 2.1(f) of this Investor Rights Agreement (each, a “Sponsor Director”), (iii) four (4) of whom have been nominated pursuant to Section 2.1(d) or Section 2.1(f) (each, an “Independent Director”) and such (iv) one of whom shall be the chief executive officer of PubCo (the “CEO Director”). At and following the Closing, each of the Sponsor, the Sellers and PIF, severally and not jointly, agrees with PubCo to take all Necessary Action to cause the foregoing directors to be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include: two (2) terms, and at least one Seller Director(s) Director and one (1) Sponsor Director, initially ▇▇▇▇▇ ▇▇▇; (ii) the Class II directors shall include: three (3) Seller Director(s); and (iii) the Class III directors shall include: two (2) Seller Director(s) and one (1) Sponsor Director, initially ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇Director in each class of directors. The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 annual meeting at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).

Composition of the Board. Subject to the last paragraph of this Section 2.1(a), PubCo shall, and each Each of the Sellers and the Sponsor (severally, Equityholders severally and not jointly) , agrees with PubCo that he, she or it shall, to take all Necessary Action to cause (x) the Board to be comprised at Closing of nine seven (97) directorsdirectors initially and (y) those individuals to be nominated in accordance with this Article III, initially (i) seven two (72) of whom have been or will be nominated by Engaged Capital (acting on behalf of the Seller Representative (each, a “Seller Director”Engaged Capital Investors), initially ▇▇▇▇ ▇▇▇▇▇, G▇▇▇▇ ▇▇▇▇▇▇▇ and [●], ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Goldone of whom shall meet the independence requirements of the Exchange Act and the applicable stock exchange regulations, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and thereafter designated pursuant to Section 3.1(b) or Section 3.1(e) of this Agreement (each, an “Engaged Capital Director”), (ii) two (2) of whom have been or will be nominated by the Sponsor Founder, initially [●] and [●], both of whom shall meet the independence requirements of the Exchange Act and the applicable stock exchange regulations and thereafter designated pursuant to Section 3.1(c) or Section 3.1(e) of this Agreement (each, a “Sponsor Founder Director”), initially which Founder Directors shall meet the independence requirements under the Exchange Act and applicable stock exchange regulations, and (iii) E▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, [●], [●], [●] and thereafter designated pursuant to Section 2.1(b) or Section 2.1(c), as applicable, and such [●].The foregoing directors to shall be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (i) the Class I directors shall include: two (2) Seller Director(s) include [●], initially, and up to one (1) Sponsor Engaged Capital Director, initially ▇▇▇▇▇ ▇▇▇[●]; (ii) the Class II directors shall include: three include [●], initially, and up to one (31) Seller Director(s)Founder Director, initially [●]; and (iii) the Class III directors shall include: two (2) Seller Director(s) and include [●], initially, up to one (1) Sponsor Engaged Capital Director, initially G▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, and up to one (1) Founder Director, initially [●]. Any vacancies existing on the Board as of the date hereof shall be filled in accordance with Section 3.1(e). The initial term of the Class I directors shall expire immediately following PubCo’s 2021 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 2024 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 2025 annual meeting at which directors are elected. Notwithstanding anything to the contrary contained herein, on or prior to the one (1) year anniversary of the date of this Agreement, the Board will consider in good faith whether to, and may, in its sole discretion, elect to add two additional members of the Board, which new members shall be nominated by the Seller Representative, initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and shall be a Seller Director for all purposes of this Agreement. If and to the extent that the Board makes such election in its sole discretion, PubCo shall, and each of the Sellers and the Sponsor (severally, and not jointly) agrees with PubCo that he, she or it shall, take all Necessary Action to cause the Board to be comprised of eleven (11) directors and to appoint such new Seller Directors to the Board. If so nominated and appointed, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall be a Class II director (with an initial term expiring immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be a Class III director (with an initial term expiring immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected). For the avoidance of doubt, only the Seller Representative shall be entitled to remove the new directors contemplated by this paragraph in accordance with Section 2.1(e).