Common use of Designees Clause in Contracts

Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 directors, including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ “▇▇▇” ▇▇▇▇▇▇, ▇▇▇▇ Spender, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns less than 5% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. For purposes of calculating the number of directors that BCP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) as a BCP Director pursuant to this Agreement. (e) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (f) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP shall have the right to request the removal of any BCP Director (with or without cause) nominated by BCP, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP or otherwise in accordance with the Company’s Certificate of Incorporation and Bylaws, as either may be amended or restated from time to time) of a BCP Director, BCP shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors immediately following the filling of such vacancy will not exceed the total number of persons BCP is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement BCP Director to become a member of the Board. (j) In the event that the number of nominees that BCP is entitled to designate pursuant to Section 2.1(a) decreases below the number of BCP Directors then on the Board, to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so that the number of BCP Directors is no greater than the number of nominees BCP is entitled to designate pursuant to Section 2.1(b), and promptly thereafter the Company shall take all Necessary Action to cause the Board to cause the size of the Board to decrease by such number and to remove such BCP Director from office.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of 8 seven directors, including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ “▇▇▇” ▇▇▇▇▇▇, ▇▇▇▇ Spender, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇▇ (▇▇▇▇) ▇’▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Initial Directors”). The Board will Of the Initial Directors, (x) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ (▇▇▇▇) ▇’▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are each deemed to be divided into three classes designees of directorsCadent and (y) ▇▇▇▇▇ ▇▇▇▇▇▇, with ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ are each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate deemed to be designees of Incorporation, Holdco. From and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following after the closing of the IPO, BCP shall have the right, but not the obligation, rights of each of Cadent and Holdco to nominate designate directors to the Board shall be as set forth in the remainder of this Section 2.1. (i) The Company and Holdco shall take all Necessary Action to cause the Board to include a number of designees equal to directors designated by Cadent (each such director, a “Cadent Director”) such that: (A) at least: (i) a majority least 50% of the Total Number of Directors, directors on the Board are Cadent Directors for so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) Cadent and its Affiliates collectively beneficially own at least 20% of the Total Number Outstanding Cactus Interests; (B) at least 25% of Directors, in the event that BCP Beneficially Owns directors on the Board are Cadent Directors for so long as Cadent and its Affiliates collectively beneficially own less than 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) at least 10% of the Total Number of Directors, in Outstanding Cactus Interests; and (C) at least one director on the event that BCP Beneficially Owns Board is a Cadent Director for so long as Cadent and its Affiliates collectively beneficially own less than 10% but at least 5% or more, but less than 20%, of the outstanding shares of Common StockOutstanding Cactus Interests. If BCP Cadent and its Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common StockOutstanding Cactus Interests, it Cadent shall not be entitled to designate a nominee. (ii) The Company and Cadent shall take all Necessary Action to cause the Board to include a number of directors designated by Holdco (each such director, a “Holdco Director”) such that: (A) at least 50% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own at least 20% of the Outstanding Cactus Interests; (B) at least 25% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own less than 20% but at least 10% of the Outstanding Cactus Interests; and (C) at least one director on the Board is a Holdco Director for so long as Holdco and its Affiliates collectively beneficially own less than 10% but at least 5% Outstanding Cactus Interests. If Holdco and its Affiliates collectively Beneficially Own less than 5% of the Outstanding Cactus Interests, Holdco shall not be entitled to designate a nominee. (iii) For purposes of calculating the number of directors Cadent Directors that BCP Cadent is entitled to designate or Holdco Directors that Holdco is entitled to designate, as the case may be, pursuant to the immediately preceding sentencethis Section 2.1(b), any fractional amounts shall automatically be rounded up upward to the nearest whole number (e.g.of Cadent Directors or Holdco Directors, one and one quarter (11/4) directors shall equate to two (2) directors)as applicable, that is greater than such fractional amount, and any such calculations shall be made after taking into account any increase in on a pro forma basis; provided, however, that neither Cadent nor Holdco shall have the Total Number right to designate more than one half of Directorsthe members of the Board. (civ) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP each of Cadent and Holdco to designate members of the Board are additive to, and not intended to limit in any way, the respective rights that BCP Cadent or its Holdco or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate certificate of Incorporationincorporation, Bylaws bylaws or the Delaware General Corporation Law of the State of Delaware. Law. (v) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take that taking all Necessary Action to effectuate the above by; shall include (A) including the persons designated pursuant to this Section 2.1 2.1(b) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, herein and (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) individual as a BCP Cadent Director or a Holdco Director, as the case may be, pursuant to this Agreement. (ec) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Cadent Directors and the Holdco Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) the Company after taking into account clause (i) of this Section 2.1(c), each of Cadent and Holdco shall consult with BCP regarding be permitted to designate the class or classes of directors to which the BCP Directors each Cadent Director and Holdco, as applicable, shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCPallocated. (fd) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP Cadent shall have the right to request the removal of remove any BCP Cadent Director (with or without cause) nominated appointed by BCPit, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. . Holdco shall have the right to remove any Holdco (gwith or without cause) So long as BCP Beneficially Owns appointed by it, from time to time and at least 10% of any time, from the outstanding shares of Common StockBoard, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market ruleremoval. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP Cadent or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP Cadent Director, BCP Cadent shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors designees of Cadent immediately following the filling of such vacancy will not exceed the total number of persons BCP Cadent is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders Holdco shall take all Necessary Action to cause such replacement BCP Director designee to become a member of the Board. (jii) In the event that a vacancy is created on the number Board by the death, disability, resignation or removal (whether by Holdco or otherwise in accordance with the Company’s certificate of nominees that BCP is incorporation and bylaws, as either may be amended or restated from time to time) of a Holdco Director, Holdco shall be entitled to designate pursuant an individual to Section 2.1(a) decreases below fill the vacancy so long as the total number of BCP Directors then on the Board, to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service persons that will serve on the Board (and all committees thereof on which as designees of Holdco immediately following the filling of such BCP Director serves) so that vacancy will not exceed the total number of BCP Directors is no greater than the number of nominees BCP persons Holdco is entitled to designate pursuant to Section 2.1(b), ) on the date of such replacement designation. The Company and promptly thereafter the Company Cadent shall take all Necessary Action to cause the Board such replacement designee to cause the size become a member of the Board to decrease Board. (i) If (A) at the time of any annual meeting of the Company held for the election of directors, Cadent and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such number and actions as are reasonably necessary to remove such BCP Director excess Cadent Directors from officethe Board and (B) at any time the number of Cadent Directors exceeds the number of Cadent Directors that Cadent is then entitled to designate to the Board and at such time Cadent and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such actions as are reasonably necessary to remove such excess Cadent Directors from the Board immediately. (ii) If (A) at the time of any annual meeting of the Company held for the election of directors, Holdco and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board and (B) at any time the number of Holdco Directors exceeds the number of Holdco Directors that Holdco is then entitled to designate to the Board and at such time Holdco and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board immediately.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of 8 six directors, including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ “▇▇▇” ▇▇▇▇▇▇, ▇▇▇▇ Spender, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ (▇▇▇▇) ▇’▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ (the “Initial Directors”). Of the Initial Directors, (x) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-, ▇▇▇▇ (▇▇▇▇) ▇’▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are each deemed to be designees of Cadent and (y) ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ are each deemed to be designees of Holdco. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, From and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following after the closing of the IPO, BCP shall have the right, but not the obligation, rights of each of Cadent and Holdco to nominate designate directors to the Board shall be as set forth in the remainder of this Section 2.1. (i) The Company and Holdco shall take all Necessary Action to cause the Board to include a number of designees equal to directors designated by Cadent (each such director, a “Cadent Director”) such that: (A) at least: (i) a majority least 50% of the Total Number of Directors, directors on the Board are Cadent Directors for so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) Cadent and its Affiliates collectively beneficially own at least 20% of the Total Number Outstanding Cactus Interests; (B) at least 25% of Directors, in the event that BCP Beneficially Owns directors on the Board are Cadent Directors for so long as Cadent and its Affiliates collectively beneficially own less than 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) at least 10% of the Total Number of Directors, in Outstanding Cactus Interests; and (C) at least one director on the event that BCP Beneficially Owns Board is a Cadent Director for so long as Cadent and its Affiliates collectively beneficially own less than 10% but at least 5% or more, but less than 20%, of the outstanding shares of Common StockOutstanding Cactus Interests. If BCP Cadent and its Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common StockOutstanding Cactus Interests, it Cadent shall not be entitled to designate a nominee. (ii) The Company and Cadent shall take all Necessary Action to cause the Board to include a number of directors designated by Holdco (each such director, a “Holdco Director”) such that: (A) at least 50% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own at least 20% of the Outstanding Cactus Interests; (B) at least 25% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own less than 20% but at least 10% of the Outstanding Cactus Interests; and (C) at least one director on the Board is a Holdco Director for so long as Holdco and its Affiliates collectively beneficially own less than 10% but at least 5% Outstanding Cactus Interests. If Holdco and its Affiliates collectively Beneficially Own less than 5% of the Outstanding Cactus Interests, Holdco shall not be entitled to designate a nominee. (iii) For purposes of calculating the number of directors Cadent Directors that BCP Cadent is entitled to designate or Holdco Directors that Holdco is entitled to designate, as the case may be, pursuant to the immediately preceding sentencethis Section 2.1(b), any fractional amounts shall automatically be rounded up upward to the nearest whole number (e.g.of Cadent Directors or Holdco Directors, one and one quarter (11/4) directors shall equate to two (2) directors)as applicable, that is greater than such fractional amount, and any such calculations shall be made after taking into account any increase in on a pro forma basis; provided, however, that neither Cadent nor Holdco shall have the Total Number right to designate more than one half of Directorsthe members of the Board. (civ) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP each of Cadent and Holdco to designate members of the Board are additive to, and not intended to limit in any way, the respective rights that BCP Cadent or its Holdco or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate certificate of Incorporationincorporation, Bylaws bylaws or the Delaware General Corporation Law of the State of Delaware. Law. (v) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take that taking all Necessary Action to effectuate the above by; shall include (A) including the persons designated pursuant to this Section 2.1 2.1(b) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, herein and (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) individual as a BCP Cadent Director or a Holdco Director, as the case may be, pursuant to this Agreement. (ec) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Cadent Directors and the Holdco Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) the Company after taking into account clause (i) of this Section 2.1(c), each of Cadent and Holdco shall consult with BCP regarding be permitted to designate the class or classes of directors to which the BCP Directors each Cadent Director and Holdco, as applicable, shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCPallocated. (fd) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP Cadent shall have the right to request the removal of remove any BCP Cadent Director (with or without cause) nominated appointed by BCPit, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. . Holdco shall have the right to remove any Holdco (gwith or without cause) So long as BCP Beneficially Owns appointed by it, from time to time and at least 10% of any time, from the outstanding shares of Common StockBoard, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market ruleremoval. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP Cadent or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP Cadent Director, BCP Cadent shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors designees of Cadent immediately following the filling of such vacancy will not exceed the total number of persons BCP Cadent is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders Holdco shall take all Necessary Action to cause such replacement BCP Director designee to become a member of the Board. (jii) In the event that a vacancy is created on the number Board by the death, disability, resignation or removal (whether by Holdco or otherwise in accordance with the Company’s certificate of nominees that BCP is incorporation and bylaws, as either may be amended or restated from time to time) of a Holdco Director, Holdco shall be entitled to designate pursuant an individual to Section 2.1(a) decreases below fill the vacancy so long as the total number of BCP Directors then on the Board, to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause a number of BCP Directors to resign from service persons that will serve on the Board (and all committees thereof on which as designees of Holdco immediately following the filling of such BCP Director serves) so that vacancy will not exceed the total number of BCP Directors is no greater than the number of nominees BCP persons Holdco is entitled to designate pursuant to Section 2.1(b), ) on the date of such replacement designation. The Company and promptly thereafter the Company Cadent shall take all Necessary Action to cause the Board such replacement designee to cause the size become a member of the Board to decrease Board. (i) If (A) at the time of any annual meeting of the Company held for the election of directors, Cadent and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such number and actions as are reasonably necessary to remove such BCP Director excess Cadent Directors from officethe Board and (B) at any time the number of Cadent Directors exceeds the number of Cadent Directors that Cadent is then entitled to designate to the Board and at such time Cadent and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Cadent shall take such actions as are reasonably necessary to remove such excess Cadent Directors from the Board immediately. (ii) If (A) at the time of any annual meeting of the Company held for the election of directors, Holdco and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board and (B) at any time the number of Holdco Directors exceeds the number of Holdco Directors that Holdco is then entitled to designate to the Board and at such time Holdco and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board immediately.

Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 eight directors, including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ “▇. ▇▇▇” ▇▇▇▇▇▇, ▇▇▇▇▇ Spender▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns less than 5% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. For purposes of calculating the number of directors that BCP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) as a BCP Director pursuant to this Agreement. (e) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (f) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP shall have the right to request the removal of any BCP Director (with or without cause) nominated by BCP, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP or otherwise in accordance with the Company’s Certificate of Incorporation and Bylaws, as either may be amended or restated from time to time) of a BCP Director, BCP shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors immediately following the filling of such vacancy will not exceed the total number of persons BCP is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement BCP Director the Board to become a member include members as follows: (i) For so long as CSL Beneficially Owns at least 50% of the Board. outstanding shares of Common Stock, at least three of the directors of the Board shall be designees of CSL (jeach such director, a “CSL Director”), and at least two of the directors of the Board shall be Bayou Directors, unless (A) In the event Bayou provides notice to CSL that the number of nominees that BCP is entitled Bayou no longer wishes to designate pursuant one or more Bayou Directors, (B) any Bayou Director is otherwise unable to serve as a director of the Board or (C) Bayou ceases to own equity interests in Ranger Holdings I, in which case, CSL may make the nomination to fill any position vacated by Bayou, provided that nothing in this paragraph (i) of this Section 2.1(a) decreases below 2.1 shall be construed to limit the number right of BCP Directors then on the Board, CSL to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause nominate a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so directors that the number of BCP Directors is no greater fewer than the number of nominees BCP is directors CSL would be entitled to designate nominate pursuant to Section 2.1(b)the Company’s Certificate of Incorporation, and promptly thereafter Bylaws or the Company shall take all Necessary Action to cause Delaware General Corporation Law; (ii) For so long as CSL Beneficially Owns less than 50% but at least 30% of the Board to cause outstanding shares of Common Stock, at least three of the size directors of the Board to decrease by such number and to remove such BCP Director from office.shall be CSL Directors; (iii) For so long as CSL Beneficially Owns less than 30% but at least 20% of the outstanding shares of Common Stock, at least two of the directors of the Board shall be CSL Directors; and

Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 seven directors, including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, D. ▇▇▇▇▇▇ “▇▇▇” ▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ Spender, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Initial Directors”). Of the Initial Directors, D. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ are each deemed to be designees of GSO. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, From and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following after the closing of the IPO, BCP shall have the right, but not the obligation, rights of GSO to nominate designate directors to the Board shall be as set forth in the remainder of this Section 2.1. The Company and GSO shall take all Necessary Action to cause the Board to include the Chief Executive Officer of the Company. (b) The Company shall take all Necessary Action to cause the Board to include a number of designees equal to at least: directors designated by GSO (each such director, a “GSO Director”) such that: (i) at least a majority of the Total Number of Directors, directors on the Board are GSO Directors for so long as BCP GSO and its Affiliates collectively Beneficially Owns Own at least 50% or more of the outstanding shares of Common Stock; (ii) at least 35% of the directors of the Board are GSO Directors for so long as GSO and its Affiliates collectively Beneficially Own less than 50% but at least 25% of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; and (iii) 30% at least one director of the Total Number of Directors, in the event that BCP Board is a GSO Director for so long as GSO and its Affiliates collectively Beneficially Owns 30% or more, but Own less than 40%, of the outstanding shares of Common Stock; (iv) 2025% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns at least 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP GSO and its Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common Stock, it GSO shall not be entitled have the right under this Agreement to designate a nomineenominee to the Board. For purposes of calculating the number of directors GSO Directors that BCP GSO is entitled to designate pursuant to the immediately preceding sentencethis Section 2.1(b), any fractional amounts shall automatically be rounded up upward to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors)of GSO Directors that is greater than such fractional amount, and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as on a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ holds the title of Chief Executive Officer of the Companypro forma basis. For the avoidance of doubt, the rights granted to BCP GSO to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP GSO or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate certificate of Incorporationincorporation, Bylaws bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take that taking all Necessary Action to effectuate the above by; shall include (A) including the persons designated pursuant to this Section 2.1 2.1(b) in the slate of nominees recommended by the Board for election or appointment at any meeting of stockholders called for the purpose of electing or appointing directors, (B) nominating and recommending each such individual to be elected or appointed as a director as provided herein, herein and (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) individual as a BCP GSO Director pursuant to this Agreement. (ec) If at any time GSO has designated fewer than the total number of individuals that GSO is then entitled to designate pursuant to Section 2.1(b), GSO shall have the right, at any time and from time to time, to designate such additional individuals that it is entitled to so designate, and if GSO exercises such right, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election or appointment as directors to fill any vacancy on the Board shall include such designees, and the Company shall use its reasonable best efforts to (i) effect the election or appointment of such additional designees, whether by increasing the size of the Board or otherwise, and (ii) cause the election or appointment of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. (d) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP GSO Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) the Company after taking into account clause (i) of this Section 2.1(c), GSO shall consult with BCP regarding be permitted to designate the class or classes of directors to which the BCP Directors each GSO Director shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCPallocated. (fe) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP GSO shall have the right to request the removal of remove any BCP GSO Director (with or without cause) nominated appointed by BCPit, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (gf) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that If a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP GSO or otherwise in accordance with the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, as either may be amended or restated from time to time) of a BCP GSO Director, BCP then GSO shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors designees of GSO immediately following the filling of such vacancy will not exceed the total number of persons BCP GSO is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such individual so designated by GSO as such replacement BCP Director designee to become a member of the Board, as soon as possible. (jg) In the event that If at any time the number of nominees GSO Directors exceeds the number of GSO Directors that BCP GSO is then entitled to designate pursuant to Section 2.1(a) decreases below the number of BCP Directors then on the Board, to the extent then if requested by the nominating Company, GSO shall take such actions as are reasonably necessary to remove such excess GSO Directors from the Board. (h) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable law or the charter or bylaws of the Company, and corporate governance committeenotwithstanding anything to the contrary in this Agreement, BCP shall promptly cause a for so long as this Agreement is in effect and GSO and its Affiliates collectively Beneficially Own at least 25% of the outstanding shares of Common Stock, any action by the Board to increase or decrease the total number of BCP Directors to resign from service on directors comprising the Board (and all committees thereof on which such BCP Director serves) so that other than any increase in the total number of BCP Directors is no greater than directors in connection with the number election of nominees BCP is entitled to designate pursuant to Section 2.1(b), and promptly thereafter one or more directors elected exclusively by the Company shall take all Necessary Action to cause the Board to cause the size holders of one or more classes or series of the Board to decrease by such number and to remove such BCP Director from officeCompany’s stock other than Common Stock) shall require the prior written consent of GSO, delivered in accordance with Section 5.1 of this Agreement.

Designees. (a) Upon the closing of the IPO, the Board shall consist of 8 eight directors, including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ “▇. ▇▇▇” ▇▇▇▇▇▇, ▇▇▇▇▇ Spender▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇. The Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms as set forth in the Certificate of Incorporation, and such directors will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Following the closing of the IPO, BCP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as BCP Beneficially Owns 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that BCP Beneficially Owns 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that BCP Beneficially Owns 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that BCP Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that BCP Beneficially Owns 5% or more, but less than 20%, of the outstanding shares of Common Stock. If BCP Beneficially Owns less than 5% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. For purposes of calculating the number of directors that BCP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) directors shall equate to two (2) directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (c) In the event that BCP has nominated less than the total number of designees BCP shall be entitled to nominate pursuant to Section 2.1(b), BCP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable BCP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by BCP to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom BCP shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a director shall be referred to herein as a “BCP Director.” (d) CEP Holdings shall have the right, but not the obligation, to nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to the Board for so long as CEP Holdings Beneficially Owns at least 10% or more of the outstanding shares of Common Stock or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ holds the title of Chief Executive Officer of the Company. For the avoidance of doubt, the rights granted to BCP to designate members of the Board are additive to, and not intended to limit in any way, the rights that BCP or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. The Company is entitled to identify such individual(s) nominated pursuant to Section 2.1(b) as a BCP Director pursuant to this Agreement. (e) At any time the members of the Board are allocated among separate classes of directors, to the fullest extent permitted by law, (i) the BCP Directors shall be in different classes of directors to the extent practicable and (ii) the Company shall consult with BCP regarding the class or classes of directors to which the BCP Directors shall be designated and the Company and the Principal Stockholders shall take all Necessary Action, including using their reasonable best efforts, to cause the BCP Directors to be designated to the class or classes requested by BCP. (f) So long as BCP is entitled to designate one or more nominees pursuant to Section 2.1(b), BCP shall have the right to request the removal of any BCP Director (with or without cause) nominated by BCP, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) So long as BCP Beneficially Owns at least 10% of the outstanding shares of Common Stock, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one BCP Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by BCP or otherwise in accordance with the Company’s Certificate of Incorporation and Bylaws, as either may be amended or restated from time to time) of a BCP Director, BCP shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as BCP Directors immediately following the filling of such vacancy will not exceed the total number of persons BCP is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement BCP Director the Board to become a member include members as follows: (i) For so long as CSL Beneficially Owns at least 50% of the Board. outstanding shares of Common Stock, at least three of the directors of the Board shall be designees of CSL (jeach such director, a “CSL Director”), and at least two of the directors of the Board shall be Bayou Directors, unless (A) In the event Bayou provides notice to CSL that the number of nominees that BCP is entitled Bayou no longer wishes to designate pursuant one or more Bayou Directors, (B) any Bayou director is otherwise unable to serve as a director of the Board or (C) Bayou ceases to own equity interests in Ranger Holdings I, in which case, CSL may make the nomination to fill any position vacated by Bayou, provided that nothing in this paragraph (i) of this Section 2.1(a) decreases below 2.1 shall be construed to limit the number right of BCP Directors then on the Board, CSL to the extent requested by the nominating and corporate governance committee, BCP shall promptly cause nominate a number of BCP Directors to resign from service on the Board (and all committees thereof on which such BCP Director serves) so directors that the number of BCP Directors is no greater fewer than the number of nominees BCP is directors CSL would be entitled to designate nominate pursuant to Section 2.1(b)the Company’s Certificate of Incorporation, and promptly thereafter Bylaws or the Company shall take all Necessary Action to cause Delaware General Corporation Law; (ii) For so long as CSL Beneficially Owns less than 50% but at least 30% of the Board to cause outstanding shares of Common Stock, at least three of the size directors of the Board to decrease by such number and to remove such BCP Director from office.shall be CSL Directors; (iii) For so long as CSL Beneficially Owns less than 30% but at least 20% of the outstanding shares of Common Stock, at least two of the directors of the Board shall be CSL Directors; and