Common use of Election of the Board of Directors Clause in Contracts

Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at nine (9). (b) Subject to this Section 1(b), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being two (2) Centerbridge Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board. The Centerbridge Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d) and (e), each of the Original Members (and any of their respective Permitted Transferees) hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors and NVX-Designated Independent Directors as Directors, as provided herein.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at nine seven (97). (b) Subject to this Section 1(b), the Original Members (iand together with any Permitted Transferees of the Original Members, in such capacity, the “Original Member Related Parties”) for so long as the Centerbridge Parties beneficially ownowning, directly or indirectly, in the aggregate at least ten percent (10%) not less than two-thirds of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) and/or Class B Common Stock held by the Original Members, or by which such Original Member(s) possess voting power (including, for the avoidance of doubt, pursuant to the irrevocable proxy granted under Section 18), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election (i) that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director Original Member Directors not standing for election in such election, would result in there being two four (24) Centerbridge Original Member Directors serving on the Board Board, and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board. The Centerbridge Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Original Member Designated Independent Director, would result in there being two three (23) NVX-Original Member Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (fc) Subject to the foregoing Sections Section 1(b), (c), (d) and (e), each of the Original Members (and any of their respective Permitted Transferees) hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) ), or by which such Original Member possesses voting power (including, for the avoidance of doubt, pursuant to the irrevocable proxy granted under Section 18), at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors Original Member Director(s) and NVX-the Original Member Designated Independent Directors as Directors, as provided herein.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at nine (9). (b) Subject to this Section 1(b1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge Crestview shall be entitled to designate for nomination up to four (4) Directors from time to time (any Director designated by the Board in any applicable election Crestview, a “CV Director”); provided, that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being two (2) Centerbridge Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) event that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ceases to be the chief executive officer of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Company, Centerbridge Crestview shall only be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one three (13) Centerbridge Director on the BoardCV Directors. The Centerbridge CV Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge Subject to the Board’s fiduciary duties to the Company’s stockholders, Crestview shall not be entitled to designate have its proportionate share of Crestview Directors appointed to any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Board committees that have been established. (cb) Subject to this Section 1(c1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings ML Related Parties shall be entitled to designate for nomination four (4) Directors from time to time (any Director designated by the Board in any applicable election that number of individualsML Related Parties, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Boarda “ML Director”). The NVX ML Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings Subject to the Board’s fiduciary duties to the Company’s stockholders, the ML Related Parties shall not be entitled to have their proportionate share of ML Directors appointed to any Board committees that have been established. (c) Subject to Section 1(f), ML RV Group shall be entitled to designate any NVX one (1) Director from time to time (the Director designated by ML RV Group, the “ML RV Director”). (d) The right of Crestview to designate Directors as set forth in accordance with this Section 1(c1(a) shall be subject to the following: (i) if at any time NVX Holdings Crestview Partners II GP LP, a Delaware limited partnership (together with its Permitted Transferees, “Crestview GP”) beneficially owns, directly or indirectly, in the aggregate less than thirty-two and five-tenths percent (32.5%) but twenty-five percent (525%) or more of the all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). , Crestview shall only be entitled to designate three (d3) Subject to this Section 1(d)CV Directors, (iii) for so long as the Centerbridge Parties if at any time Crestview GP beneficially ownowns, directly or indirectly, in the aggregate at least twenty less than twenty-five percent (2025%) but fifteen percent (15%) or more of all issued and outstanding shares of Class A Common Stock (including the Underlying Class A Shares), Crestview shall only be entitled to designate two (2) CV Directors, and (iii) if at any time Crestview GP beneficially owns, directly or indirectly, in the aggregate less than fifteen percent (15%) but seven and five-tenths percent (7.5%) or more of all issued and outstanding shares of Class A Common Stock (including the Underlying Class A Shares), Crestview shall only be entitled to designate one (1) CV Director. Crestview shall not be entitled to designate any Directors in accordance with Section 1(a) if at any time Crestview GP beneficially owns, directly or indirectly, in the aggregate less than seven and five-tenths percent (7.5%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be . For as long as Crestview is entitled to designate for nomination by at least three (3) CV Directors, one (1) of such CV Directors shall also be “independent” in accordance with the Board New York Stock Exchange and U.S. Securities and Exchange Commission rules regarding audit committee independence. (e) The right of the ML Related Parties to designate Directors as set forth in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected Section 1(b) shall be subject to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two following: (2) Centerbridge-Designated Independent Directors on the Board and (iii) if at any time, time the Centerbridge ML Related Parties beneficially own, directly or indirectly, in the aggregate less than twenty twenty-seven and five-tenths percent (2027.5%) but at least fifteen twenty-five percent (1525%) or more of the all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge the ML Related Parties shall only be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirementsthree (3) ML Directors, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(dii) if at any time the Centerbridge ML Related Parties beneficially own, directly or indirectly, in the aggregate less than twenty-five percent (25%) but fifteen percent (15%) or more of the all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). , the ML Related Parties shall only be entitled to designate two (e2) Subject to this Section 1(e)ML Directors, and (iiii) for so long as NVX Holdings if at any time the ML Related Parties beneficially ownsown, directly or indirectly, in the aggregate at least twenty less than fifteen percent (2015%) but seven and five-tenths percent (7.5%) or more of all issued and outstanding shares of Class A Common Stock (including the Underlying Class A Shares), the ML Related Parties shall only be entitled to designate one (1) ML Director. The ML Related Parties shall not be entitled to designate any Directors in accordance with Section 1(b) if at any time the ML Related Parties beneficially own, directly or indirectly, in the aggregate less than seven and five-tenths percent (7.5%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the any of its Underlying Class A Shares), NVX Holdings shall be . For as long as the ML Related Parties are entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent three (15%3) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)ML Directors, NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on of such ML Directors shall also be “independent” in accordance with the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(eNew York Stock Exchange and U.S. Securities and Exchange Commission rules regarding audit committee independence. (f) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings ML RV Group shall not be entitled to designate any NVX-Designated Independent Directors a Director in accordance with this Section 1(e) if at 1(c), in the event that the ML RV Group ceases to own any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A C Common Stock (including for as set forth in the Charter and this purpose the Underlying Class A Shares)Agreement. (fg) Subject to the foregoing Sections 1(b), (c), (dSection 1(a) and (eSection 1(d), each of the Original Members (ML Acquisition and any of their respective Permitted Transferees) ML RV Group hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Stock, Class B Common Stock and Class C Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation Company at which Directors of the Corporation Company are to be elected or removedelected, or to take all Necessary Action to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors and NVX-Designated Independent CV Directors as Directorsprovided herein. (h) Subject to Section 1(b), Section 1(e) and Section 1(f), each of the Crestview Stockholders hereby agrees to vote, or cause to be voted, all outstanding shares of Class B Common Stock and Class A Common Stock, respectively, at any annual or special meeting of stockholders of the Company at which Directors of the Company are to be elected, or to take all Necessary Action to cause the election of the ML Directors and/or the ML RV Director, as applicable, as provided herein.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 11(a), the number AES Related Parties shall be entitled to designate for nomination by the Board up to three (3) Directors from time to time (any Director designated by the AES Related Parties, a “AES Director”). The right of the AES Related Parties to designate for nomination the AES Directors constituting the full Board shall initially be fixed at nine (9). (b) Subject to as set forth in this Section 1(b), 1(a) shall be subject to the following: (i) for so long as if at any time the Centerbridge AES Related Parties beneficially ownBeneficially Own, directly or indirectly, in the aggregate at least ten twenty percent (1020%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge the AES Related Parties shall be entitled to designate for nomination by the Board in any applicable election that number of individualsthree (3) AES Directors, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being two (2) Centerbridge Directors on the Board and (ii) if at any timetime the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the Centerbridge AES Related Parties beneficially ownshall only be entitled to designate for nomination two (2) AES Directors, and (iii) if at any time the AES Related Parties Beneficially Own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) or more of the all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge the AES Related Parties shall only be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the BoardAES Director. The Centerbridge Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge AES Related Parties shall not be entitled to designate for nomination any individuals AES Directors in accordance with this Section 1(b1(a) if at any time the Centerbridge AES Related Parties beneficially own, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially ownsBeneficially Own, directly or indirectly, in the aggregate at least ten less than five percent (105%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (b) Subject to this Section 1(b), NVX Holdings the Siemens Related Parties shall be entitled to designate for nomination by the Board up to three (3) Directors from time to time (any Director designated by the Siemens Related Parties, a “Siemens Director”). The right of the Siemens Related Parties to designate for nomination the Siemens Directors as set forth in any applicable election that number of individuals, which, assuming all such individuals are successfully elected this Section 1(b) shall be subject to the Boardfollowing: (i) if at any time the Siemens Related Parties Beneficially Own, when taken together with any incumbent NVX Director not standing directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding shares of Class A Common Stock (including for election in such electionthis purpose the Underlying Class A Shares), would result in there being two the Siemens Related Parties shall be entitled to designate for nomination three (23) NVX Directors on the Board and Siemens Directors, (ii) if at any timetime the Siemens Related Parties Beneficially Own, NVX Holdings beneficially ownsdirectly or indirectly, in the aggregate less than twenty percent (20%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the Siemens Related Parties shall only be entitled to designate for nomination two (2) Siemens Directors and (iii) if at any time the Siemens Related Parties Beneficially Own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge the Siemens Related Parties shall only be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d) and (e), each of the Original Members (and any of their respective Permitted Transferees) hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors and NVX-Designated Independent Directors as Directors, as provided herein.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 11(a), the number of Directors constituting the full Board shall initially be fixed at nine (9). (b) Subject to this Section 1(b), (i) for so long as the Centerbridge Summit Parties beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board Corporation’s board of directors (the “Board”) in any applicable election up to that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director Summit Director(s) not standing for election in such electionyear, would result in there being two four (24) Centerbridge Summit Directors on the Board, one of whom shall be designated as the Chairperson of the Board and (iiunless the Summit Related Parties, in their sole discretion, designate a Director other than a nominee of the Summit Related Parties as the Chairperson of the Board). To the extent possible, the Summit Directors shall be apportioned among separate classes of the three (3) classes of Directors. The right of the Summit Related Parties to designate the Summit Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time, time the Centerbridge Summit Related Parties beneficially ownBeneficially Own, directly or indirectly, in the aggregate less than ten thirty percent (1030%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board. The Centerbridge Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Original Amount, Centerbridge the Summit Related Parties shall only be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on individuals for nomination pursuant to the Board first sentence of this Section 1(a), and (ii) if at any time, time the Centerbridge Summit Related Parties beneficially ownBeneficially Own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen five percent (155%) or more of the issued and outstanding shares of Class A Common Stock (including for this purpose Original Amount, the Underlying Class A Shares), Centerbridge Summit Related Parties shall only be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated individual for nomination pursuant to the first sentence of this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b1(a). Centerbridge The Summit Related Parties shall not be entitled to designate any individuals for nomination pursuant to the first sentence of this Section 1(a) in accordance with this Section 1(d1(a) if at any time the Centerbridge Summit Related Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially ownsBeneficially Own, directly or indirectly, in the aggregate less than twenty five percent (20%) but at least fifteen percent (155%) of the issued and outstanding shares of Class A Common Stock Original Amount. (including for this purpose b) At any time the Underlying Class A Shares), NVX Holdings Summit Related Parties shall be entitled to designate for nomination by rights under this Agreement, the Board in any applicable election that Corporation shall not increase or decrease the number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director Directors serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against Board without the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) prior written consent of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Summit Related Parties. (fc) Subject to the foregoing Sections 1(bSection 1(a), (c), (d) and (e), each of the Original Members (and any of their respective Permitted Transferees) Stockholders hereby agrees agree to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or and Class B Common Stock, as applicable, held by such Original Members Stockholder (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action (including acting by consent) to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors and NVX-Designated Independent Summit Directors as Directorsa Director, as provided herein. (d) For so long as the Summit Related Parties Beneficially Own, directly or indirectly, in the aggregate at least thirty percent (30%) of the Original Amount, the Summit Related Parties shall have the right to designate one member of each committee of the Board; provided, that any such designee shall be a Director and shall be eligible to serve on the applicable committee under applicable law or stock exchange listing standards, including any applicable independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and any applicable phase-in periods). Any additional committee members shall be determined by the Board.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 11(a), the number ▇▇▇▇ Capital Ventures Entities shall be entitled to designate for nomination by the Board one (1) Director from time to time (any Director designated by the ▇▇▇▇ Capital Ventures Entities, a “BCV Director”). The ▇▇▇▇ Capital Ventures Entities shall not be entitled to designate any BCV Director in accordance with this Section 1(a) if at any time the ▇▇▇▇ Capital Ventures Entities beneficially own, directly or indirectly, in the aggregate less than five percent (5%) of all issued and outstanding shares of Class A Common Stock. The Directors constituting shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms in accordance with the full Board shall initially be fixed at nine (9)Charter. (b) Subject to this Section 1(b), the Highland Entities shall be entitled to designate for nomination by the Board one (i1) for so long as Director from time to time (any Director designated by the Centerbridge Parties Highland Entities, a “Highland Director”). The Highland Entities shall not be entitled to designate any Highland Director in accordance with this Section 1(b) if at any time the Highland Entities beneficially own, directly or indirectly, in the aggregate at least ten less than five percent (105%) of all issued and outstanding shares of Class A Common Stock Stock. The Directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms in accordance with the Charter. (including for c) Subject to this purpose the Underlying Class A SharesSection 1(c), Centerbridge the Founder shall be entitled to designate for nomination by the Board in any applicable election that up to the number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with Directors specified in this Section 1(c) (any incumbent Centerbridge Director not standing for election in such election, would result in there being two (2) Centerbridge Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination designated by the Board in any applicable election that number of individualsFounder, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Boarda “Founder Director”). The Centerbridge Founder Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled The right of the Founder to designate any individuals the Founders Directors as set forth in accordance with this Section 1(b1(c) shall be subject to the following: (i) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings Founder beneficially owns, directly or indirectly, in the aggregate at least ten shares of Class A Common Stock and Class B Common Stock representing fifteen percent (1015%) or more of the total voting power of all issued and outstanding shares of Class A Common Stock (including for this purpose and Class B Common Stock, the Underlying Class A Shares), NVX Holdings Founder shall be entitled to designate for nomination by the Board in any applicable election that number of individualsnine (9) Founder Directors, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings time the Founder beneficially owns, directly or indirectly, in the aggregate shares of Class A Common Stock and Class B Common Stock representing less than ten fifteen percent (1015%) but at least five percent (5%) or more of the total voting power of all issued and outstanding shares of Class A Common Stock (including for this purpose and Class B Common Stock, the Underlying Class A Shares) NVX Holdings Founder shall only be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one five (15) NVX Director on the BoardFounder Directors. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings Founder shall not be entitled to designate any NVX Founder Directors in accordance with this Section 1(c) if at any time NVX Holdings the Founder beneficially owns, directly or indirectly, in the aggregate shares of Class A Common Stock and Class B Common Stock representing less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) total voting power of all issued and outstanding shares of Class A Common Stock (including for and Class B Common Stock. Notwithstanding anything to the contrary set forth in this purpose the Underlying Class A SharesSection 1(c), Centerbridge so long as ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ serves as the Chief Executive Officer of the Corporation, ▇▇. ▇▇▇▇▇ shall be entitled to designate for nomination nominated by the Board in any applicable electionas a Director and, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectlyso elected, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) that capacity she shall serve as one of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Founder Directors. (ed) Subject to this Section 1(e1(a), (iSection 1(b) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d) and (e), each of the Original Members ▇▇▇▇ Capital Ventures Entities, Highland Entities and Founder hereby agree, severally and not jointly, with the Corporation (and any only with the Corporation), and the Corporation agrees with each of their respective Permitted Transferees) hereby agrees the ▇▇▇▇ Capital Ventures Entities, Highland Entities and Founder, to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) the ▇▇▇▇ Capital Ventures Entities, Highland Entities and Founder, respectively at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or and to take all Necessary Action to cause the election or removal of each of the Centerbridge DirectorsBCV Director, NVX Directors, Centerbridge-Designated Independent Directors the Highland Director and NVX-Designated Independent the Founder Directors as Directorsa Director, as provided hereinherein and to implement and enforce the provisions set forth in Section 3.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, from and after the date hereof, the number of Directors constituting the full Board shall initially be fixed at nine eleven (911). (b) Subject to this Section 1(b), (i) for so long as the Centerbridge Parties Sanken and its Affiliates beneficially ownowns, directly or indirectly, in the aggregate at least ten five percent (105%) or more of all issued and outstanding shares of Class A common stock, par value $0.01 per share, of the Corporation (“Common Stock (including for this purpose the Underlying Class A SharesStock”), Centerbridge Sanken shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director Sanken Director(s) not standing for election in such electionyear, would result in there being two three (23) Centerbridge Sanken Directors on the Board Board. The Sanken Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The Sanken Directors as of the date of this Agreement shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (as a Class I Director), Kojiro Hatano (as a Class II Director) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (iias a Class III Director) if at any time(collectively, the Centerbridge Parties “Pre-Approved Sanken Directors”). Notwithstanding anything herein to the contrary, Sanken shall not nominate any individual pursuant to the first sentence of this Section 1(b) other than the Pre-Approved Sanken Directors without first consulting with OEP and then receiving OEP’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Subject to this Section 1(c) and Section 6(b), for so long as OEP and its Affiliates beneficially ownowns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) or more of the all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, Centerbridge OEP shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director OEP Director(s) not standing for election in such electionyear, would result in there being one two (12) Centerbridge Director OEP Directors on the Board. The Centerbridge OEP Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge The OEP Directors as of the date of this Agreement shall be ▇▇▇▇▇▇ ▇▇▇▇ (as a Class III Director) and ▇▇▇▇ ▇▇▇▇▇▇ (as a Class II Director) (collectively, the “Pre-Approved OEP Directors”). Notwithstanding anything herein to the contrary, OEP shall not nominate any individual pursuant to the first sentence of this Section 1(c) other than the Pre-Approved OEP Directors without first consulting with Sanken and then receiving Sanken’s prior written consent (which consent shall not be entitled to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially ownunreasonably withheld, directly conditioned or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Sharesdelayed). (cd) Subject In addition to OEP’s designation rights in Sections 1(c) and 1(e), subject to this Section 1(c1(d) and Section 6(b), (i) for so long as NVX Holdings OEP beneficially owns, directly or indirectly, in the aggregate at least ten five percent (105%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, NVX Holdings OEP shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director OEP-Appointed Independent Director(s) not standing for election in such electionyear, would result in there being two three (23) NVX OEP-Appointed Independent Directors on the Board Board. The OEP-Appointed Independent Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Notwithstanding anything contained herein to the contrary, any individual designated by OEP pursuant to this Section 1(d) shall be required to meet the Independence Requirements, as a pre-requisite for any such designation. The OEP-Appointed Independent Directors as of the date of this Agreement shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ (as a Class I Director), ▇▇▇▇▇ ▇▇▇▇▇ (as a Class III Director) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (as a Class II Director) (collectively, the “Pre-Approved OEP Independent Directors”). Notwithstanding anything herein to the contrary, OEP shall not nominate any individual pursuant to the first sentence of this Section 1(d) other than the Pre-Approved OEP Independent Directors without first consulting with Sanken and then receiving Sanken’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (e) In addition to Sanken’s designation rights in Section 1(b) and OEP’s designation rights in Section 1(c) and Section 1(d), subject to this Section 1(e) and Section 6(b), for so long as both (i) Sanken and its Affiliates beneficially own, directly or indirectly, in the aggregate at least five percent (5%) or more of all issued and outstanding shares of Common Stock and (ii) if at any time, NVX Holdings OEP beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) or more of the all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings Stock, Sanken and OEP shall be entitled to jointly designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent OEP-Sanken Joint Director not standing for election in such year, would result in there being one (1) OEP-Sanken Joint Director on the Board. The OEP-Sanken Joint Director as of the date of this Agreement shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (as a Class I Director) (the “Pre-Approved OEP-Sanken Joint Director”). Notwithstanding anything herein to the contrary, no individual shall be an OEP-Sanken Joint Director (other than the Pre-Approved OEP-Sanken Joint Director) without the prior written consent of both OEP and Sanken. (f) Unless the Stockholders otherwise agree, the then-current Chief Executive Officer of the Corporation shall be designated for nomination by the Board in any applicable election (unless the class of Directors in which such individual then-sits is not then-standing for election) (the “CEO Director”). The CEO Director shall be a Class I Director. (g) So long as this Agreement is in effect, the Nominating and Corporate Governance Committee shall have the right to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Nom/Gov Director not standing for election in such electionyear, would result in there being one (1) NVX Nom/Gov Director on the Board. The NVX Directors Nom/Gov Director as of the date of this Agreement shall be apportioned among the three ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of a Class A Common Stock (including for this purpose the Underlying Class A SharesII Director). (dh) Subject to this Section 1(d), (i) for so long as The Chairperson of the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge Board shall be entitled to designate for nomination appointed as Chairperson (or removed from the Chairperson position) by the Board in any applicable election, that number from time to time only upon the recommendation of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to Nominating and Corporate Governance Committee. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall serve as the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on initial Chairperson of the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of until his current term as a Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge II Director shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)expire. (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d) and (e)other provisions of this Section 1, each of the Original Members (and any of their respective Permitted Transferees) Stockholders hereby agrees agree to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) Stockholder at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election election, removal or removal replacement (or vacancy filling) of the Centerbridge Sanken Directors, NVX OEP Directors, CenterbridgeOEP-Designated Independent Directors Sanken Joint Directors, Nom/Gov Director and NVXOEP-Designated Appointed Independent Directors as Directors, as and to the extent provided hereinin this Section 1 and Section 2.

Election of the Board of Directors. (a) Subject The Company’s Certificate of Incorporation provides that (i) the holders of the majority of the Company’s Series A-1 Preferred, voting as a single class, shall be entitled to elect two directors (the other provisions “Series A-1 Directors”), (ii) the holders of the majority of the Company’s Series A-3 Preferred, voting as a single class, shall be entitled to elect one director (the “Series A-3 Director”), (iii) the holders of the majority of the Company’s Series B Preferred, voting as a single class, shall be entitled to elect one director (the “Series B Director”), and (iv) the holders of the Company’s Preferred Stock and the holders of the Company’s Common Stock, voting together as one class, shall be entitled to elect any remaining directors (the “Joint Directors”). Accordingly, during the term of this Section 1Agreement, each Investor agrees to vote all Shares and shares of the number Company’s Common Stock held by such Investor in such manner as may be necessary to elect (and maintain in office) as members of the Company’s Board of Directors constituting the full Board shall initially be fixed at nine following individuals: (9)i) two Series A-1 Designees (as defined below) as the Series A-1 Directors, (ii) one Series A-3 Designee (as defined below) as the Series A-3 Director, (iii) one Series B Designee (as defined below) as the Series B Director, (iv) one Industry Designee (as defined below) as a Joint Director, and (v) one Joint Designee (as defined below) as a Joint Director. (b) Subject The current size of the Board of Directors is six (6) and can be changed by resolution of the Board of Directors. The designees to this Section 1(b), the Company’s Board of Directors described above (each a “Designee”) shall be selected as follows: (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in two “Series A-1 Designees” shall be chosen by a majority-in-interest of the aggregate at least ten percent (10%) holders of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge Company’s Series A-1 Preferred and shall initially be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being two (2) Centerbridge Directors on the Board A▇▇▇▇▇ ▇▇▇▇▇▇ and I▇▇ ▇▇▇▇▇▇, (ii) if at any timethe one “Series A-3 Designee” shall be nominated by Javelin Venture Partners, the Centerbridge Parties beneficially ownor an affiliate thereof (“Javelin”), directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) and chosen by a majority-in-interest of the issued and holders of outstanding shares of Class A Common Stock the Company’s Series A-3 Preferred and shall initially be N▇▇▇ ▇▇▇▇▇, (including for this purpose iii) the Underlying Class A Shares), Centerbridge one “Series B Designee” shall be entitled to designate for nomination chosen by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board. The Centerbridge Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) a majority-in-interest of the issued and holders of outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Company’s Series B Preferred. (civ) Subject to this Section 1(c)the one “Industry Designee” shall be an individual with relevant industry experience, (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in nominated by a majority-in-interest of the aggregate at least ten percent (10%) holders of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Series A-1 Preferred Stock, NVX Holdings shall be entitled to designate for nomination approved by a majority of the Board in any applicable election that number of individualsDirectors, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) chosen by a majority-in-interest of the issued holders of Preferred Stock and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d) and (e), each of the Original Members (and any of their respective Permitted Transferees) hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, voting together as applicablea single class and (v) the one “Joint Designee” shall be chosen by a majority-in-interest of the holders of Preferred Stock and Common Stock, held voting together as a single class, and shall initially be S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Such approval shall take the form of a notice signed by a majority-in-interest of the holders of Shares and the holders of Common Stock; provided however, that if no such Original Members (or notice has been delivered to the Secretary of the Company within ten days prior to any of their respective Permitted Transferees) at any annual regular or special meeting of stockholders or five days after receiving an Action by Written Consent, the Secretary of the Corporation at Company shall deliver a ballot to each holder of Shares and each holder of Common Stock. Such ballot shall contain the nominee or nominees of any holder of Shares or any holder of Common Stock, the names of which Directors were delivered to the Secretary prior to the mailing of the Corporation are ballot, and shall contain instructions that each holder of Shares and each holder of Common Stock is to be elected or removed, or complete and return such ballot to take all Necessary Action to cause the election or removal Secretary of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors and NVX-Designated Independent Directors as Directors, as provided hereinCompany within five days of the effective date of such notice.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 12(a), the number Atairos Stockholder shall be entitled to designate up to three Directors from time to time (any Director designated by the Atairos Stockholder, an “Atairos Director”). The right of the Atairos Stockholder to designate the Atairos Directors constituting as set forth in this Section 2(a) shall be subject to the full Board following: (i) if at any time the Atairos Related Parties have a Common Interest Percentage of 15% or more, the Atairos Stockholder shall initially be fixed entitled to designate three Atairos Directors, and (ii) if at nine (9)any time the Atairos Related Parties have a Common Interest Percentage of less than 15% but at least 5%, the Atairos Stockholder shall only be entitled to designate one Atairos Director. The Atairos Stockholder shall not be entitled to designate any Atairos Directors in accordance with this Section 2(a) if at any time the Atairos Related Parties have a Common Interest Percentage of less than 5%. (b) Subject to this Section 1(b2(b), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge ▇▇▇▇▇▇▇ Stockholder shall be entitled to designate for nomination up to three Directors from time to time (any Director designated by the Board ▇▇▇▇▇▇▇ Stockholder, a “▇▇▇▇▇▇▇ Director”). The right of the ▇▇▇▇▇▇▇ Stockholder to designate the ▇▇▇▇▇▇▇ Directors as set forth in any applicable election that number of individuals, which, assuming all such individuals are successfully elected this Section 2(b) shall be subject to the Boardfollowing: (i) if at any time the ▇▇▇▇▇▇▇ Related Parties have a Common Interest Percentage of 15% or more, when taken together with any incumbent Centerbridge Director not standing for election in such electionthe ▇▇▇▇▇▇▇ Stockholder shall be entitled to designate three ▇▇▇▇▇▇▇ Directors, would result in there being two (2) Centerbridge Directors on the Board and (ii) if at any time, time the Centerbridge ▇▇▇▇▇▇▇ Related Parties beneficially own, directly or indirectly, in the aggregate have a Common Interest Percentage of less than ten percent (10%) 15% but at least five percent (5%) of , the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge ▇▇▇▇▇▇▇ Stockholder shall only be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board▇▇▇▇▇▇▇ Director. The Centerbridge Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge ▇▇▇▇▇▇▇ Stockholder shall not be entitled to designate any individuals ▇▇▇▇▇▇▇ Directors in accordance with this Section 1(b2(b) if at any time the Centerbridge ▇▇▇▇▇▇▇ Related Parties beneficially own, directly or indirectly, have a Common Interest Percentage of less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d2(a) and (eSection 2(b), each of the Original Members (and any of their respective Permitted Transferees) Stockholder hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock, Class B Stock and/or Class B Common Preferred Stock, as applicablerespectively, held by such Original Members (or any of their respective Permitted Transferees) the Atairos Related Parties and the ▇▇▇▇▇▇▇ Related Parties at any annual or special meeting of stockholders of the Corporation Company at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election or removal of each of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Atairos Directors and NVX-Designated Independent the ▇▇▇▇▇▇▇ Directors as Directorsa Director, as provided hereinherein and to implement and enforce the provisions set forth in Section 3. (d) For the avoidance of doubt, each Atairos Director and ▇▇▇▇▇▇▇ Director (other than any such Director that is an officer or employee of the Company or any of its Subsidiaries) shall be entitled to the same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-executive Directors for his or her service as a Director, including any service on any committee of the Board (provided that, if requested by the Atairos Stockholder, any such compensation referred to in this sentence payable to an Atairos Affiliated Director may be paid to Atairos Management, L.P. or one of its Affiliates in lieu of the Atairos Affiliated Director, or the Atairos Stockholder may request that such compensation not be paid).

Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, from and after the date hereof, the number of Directors constituting the full Board shall initially be fixed at nine eleven (911); provided that, upon a Decrease in Designation Rights (as defined below), the Board may fix the number of directors constituting the full Board by one or more resolutions of the Board adopted from time to time. (b) Subject to this Section 1(b), (i) for so long as the Centerbridge Parties Sanken and its Affiliates beneficially ownowns, directly or indirectly, in the aggregate at least ten twenty percent (1020%) or more of all issued and outstanding shares of Class A common stock, par value $0.01 per share, of the Corporation (“Common Stock (including for this purpose the Underlying Class A SharesStock”), Centerbridge Sanken shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director S▇▇▇▇▇ Director(s) not standing for election in such electionyear, would result in there being two (2) Centerbridge Sanken Directors on the Board Board. Subject to this Section 1(b), for so long as (x) Sanken and (ii) if at any time, the Centerbridge Parties its Affiliates beneficially ownowns, directly or indirectly, in the aggregate less than at least ten percent (10%) or more, but at least five less than twenty percent (520%) ), of the all issued and outstanding shares of Class A Common Stock and (including y) there is no incumbent Sanken Director on the Board or there is an incumbent Sanken Director on the Board but such Director is not standing for this purpose the Underlying Class A Shares)election in such year, Centerbridge Sanken shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on individual. For the Board. The Centerbridge Directors shall be apportioned among the three (3) classes avoidance of Directors as nearly equal in number as possible. Centerbridge shall not be entitled doubt, if Sanken and its Affiliates cease to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings Sanken shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of Director for nomination by the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Board. Subject to this Section 1(d1(b), (i) in addition to the foregoing designation rights, for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued Sanken and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings its Affiliates beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d) and (e), each of the Original Members (and any of their respective Permitted Transferees) hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors and NVX-Designated Independent Directors as Directors, as provided herein.ten percent

Election of the Board of Directors. (a) Subject to the other provisions of this Section 11(a), the number of Directors constituting the full Board shall initially be fixed at nine (9). (b) Subject to this Section 1(b), (i) for so long as the Centerbridge Brookwood Parties beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board Corporation’s board of directors (the “Board”) in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director Brookwood Director(s) not standing for election in such electionyear, would result in there being two four (24) Centerbridge Brookwood Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board. The Centerbridge To the extent possible, the Brookwood Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled The right of the Brookwood Related Parties to designate any individuals the Brookwood Directors as set forth in accordance with this Section 1(b1(a) shall be subject to the following: (i) if at any time the Centerbridge Brookwood Related Parties beneficially own, directly or indirectly, in the aggregate less than thirty-five percent (535%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate but at least ten twenty-five percent (1025%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings the Brookwood Related Parties shall only be entitled to designate three (3) individuals for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected pursuant to the Boardfirst sentence of this Section 1(a), when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in time the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Brookwood Related Parties beneficially own, directly or indirectly, in the aggregate less than twenty-five percent (25%) but at least twenty ten percent (2010%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge the Brookwood Related Parties shall only be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on individuals for nomination pursuant to the Board and (iifirst sentence of this Section 1(a). The Brookwood Related Parties shall not be entitled to designate any individuals for nomination pursuant to the first sentence of this Section 1(a) in accordance with this Section 1(a) if at any time, time the Centerbridge Brookwood Related Parties beneficially own, directly or indirectly, in the aggregate less than twenty ten percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (2010%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (fb) Subject to the foregoing Sections 1(bSection 1(a), (c), (d) and (e), each of the Original Members (and any of their respective Permitted Transferees) Brookwood Related Parties hereby agrees agree to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or and Class B Common Stock, as applicable, held by such Original Members the Brookwood Related Parties (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action (including acting by consent) to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors and NVX-Designated Independent Brookwood Directors as Directorsa Director, as provided herein.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at eleven (11). From and after the First Annual Meeting, the number of Directors constituting the full Board shall be fixed at nine (9). (b) Subject to this Section 1(b), (i) for so long as the Centerbridge Parties Sanken and its Affiliates beneficially ownowns, directly or indirectly, in the aggregate at least ten five percent (105%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, Centerbridge Sanken shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director Sanken Director(s) not standing for election in such electionyear, would result in there being two (2i) Centerbridge prior to the First Annual Meeting, four (4) Sanken Directors on the Board and (ii) if at any timefollowing the First Annual Meeting, three (3) Sanken Directors on the Board. The Sanken Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The initial Sanken Directors shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (as a Class I Director), Hideo Takani (as a Class I Director), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (as a Class II Director), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (as a Class III Director) (collectively, the Centerbridge Parties “Pre-Approved Sanken Directors”). Notwithstanding anything herein to the contrary, Sanken shall not nominate any individual pursuant to the first sentence of this Section 1(b) other than the Pre-Approved Sanken Directors without first consulting with OEP and then receiving OEP’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall serve as the initial Chairperson of the Board (as defined in the Bylaws) through completion of his initial term as a Class II Director following the First Annual Meeting, in accordance with this Agreement and the Bylaws, after which the Chairperson of the Board shall be determined in accordance with this Agreement and the Bylaws. (c) For so long as OEP and its Affiliates beneficially ownowns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) or more of the all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, Centerbridge OEP shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director OEP Director(s) not standing for election in such electionyear, would result in there being one (1i) Centerbridge Director prior to the First Annual Meeting, three (3) OEP Directors on the Board and (ii) following the First Annual Meeting, two (2) OEP Directors on the Board. The Centerbridge OEP Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge The initial OEP Directors shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (as a Class I Director), ▇▇▇▇ ▇▇▇▇▇▇ (as a Class II Director) and ▇▇▇▇▇▇ ▇▇▇▇ (as a Class III Director) (collectively, the “Pre-Approved OEP Directors”). Notwithstanding anything herein to the contrary, OEP shall not nominate any individual pursuant to the first sentence of this Section 1(c) other than the Pre-Approved OEP Directors without first consulting with Sanken and then receiving Sanken’s prior written consent (which consent shall not be entitled to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially ownunreasonably withheld, directly conditioned or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Sharesdelayed). (cd) Subject In addition to this OEP’s designation rights in Section 1(c), (i) subject to this Section 1(d), for so long as NVX Holdings OEP beneficially owns, directly or indirectly, in the aggregate at least ten five percent (105%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, NVX Holdings OEP shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director OEP-Appointed Independent Director(s) not standing for election in such electionyear, would result in there being two three (23) NVX OEP-Appointed Independent Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX OEP-Appointed Independent Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings Notwithstanding anything contained herein to the contrary, any individual designated by OEP pursuant to this Section 1(d) shall be required to meet the Independence Requirements, as a pre-requisite for any such designation. The initial OEP-Appointed Independent Directors shall be ▇▇▇ ▇▇▇▇▇▇ (as a Class I Director), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (as a Class III Director) (collectively, the “Pre-Approved OEP Independent Directors”) and another individual to be designated by OEP following the closing of the IPO pursuant to this Section 1(d) (as a Class II Director). Notwithstanding anything herein to the contrary, OEP shall not nominate any individual pursuant to the first sentence of this Section 1(d) other than the Pre-Approved OEP Independent Directors without first consulting with Sanken and then receiving Sanken’s prior written consent (which consent shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially ownsunreasonably withheld, directly conditioned or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Sharesdelayed). (de) Subject to this Section 1(d)Unless the Stockholders otherwise agree, (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in then-current Chief Executive Officer of the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge Corporation shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate designated for nomination by the Board in any applicable election that number (unless the class of individuals who each satisfy the Independence Requirements, which, assuming all directors in which such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridgeindividual then-Designated Independent Director sits is not then-standing for election in such election, would result in there being one ) (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b“CEO Director”). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings The CEO Director shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent a Class I Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Each Stockholder agrees to take such Necessary Action as may be required to provide that (i) one of the OEP Directors then-serving as a Class I Director and one of the Sanken Directors then-serving as a Class I Director will not stand for re-election at the First Annual Meeting (with OEP and Sanken being required to mutually agree on the identity of such individuals), (ii) effective from and after the First Annual Meeting, the size of the Board shall be decreased to nine (9) members (and the size of Class I shall be reduced to three (3) members) in accordance with Section 1(a) and (iii) in connection with such reduction in size, the individuals described in the foregoing clause (i) shall cease to serve on the Board. (g) Subject to the foregoing Sections 1(b), (c), (d) and (e)other provisions of this Section 1, each of the Original Members (and any of their respective Permitted Transferees) Stockholders hereby agrees agree to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) Stockholder at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election election, removal or removal replacement (or vacancy filling) of the Centerbridge Sanken Directors, NVX Directors, Centerbridge-Designated Independent OEP Directors and NVXOEP-Designated Appointed Independent Directors as Directors, as and to the extent provided hereinin this Section 1 and Section 2.

Election of the Board of Directors. At each annual meeting of the Shareholders of the Company, or at any meeting of the Shareholders at which members of the Board are to be elected, or whenever members of the Board are to be elected by written consent, the Company hereby agrees to take such actions as are necessary, and each Shareholder shall take, from time to time, all action (aincluding, without limitation, voting the Shares whether now owned or hereinafter acquired, over which he, she or it exercises voting control, calling special meetings of Shareholders to amend the Charter and executing and delivering written consents) Subject necessary to fix the number of members of the Board of the Company at five (5) members (not including alternate directors as follows: (i) The holders of Series C Preferred Shares, voting together as a single class, shall be entitled to appoint, and remove from such appointment, one (1) director (the “Series C Director”) to the Board and each committee thereof and to the OpCo Board, and the board of directors of each Subsidiary, provided that so long as any holder of Series C Preferred Shares, together with its Affiliates, holds a greater number of Series C Preferred Shares than any other provisions holder of this Section Series C Preferred Shares, such holder shall have the right to appoint the Series C Director to be appointed by the holders of Series C Preferred Shares. (ii) The holders of Series B Preferred Shares, voting together as a single class, shall be entitled to appoint, and remove from such appointment, two (2) directors (the “Series B Directors”) to the Board and each committee thereof and to the OpCo Board, and the board of directors of each Subsidiary; provided that for so long as TDF and Redpoint respectively hold at least fifty percent (50%) of the Series B Preferred Shares held by them as at December 1, 2006, each of them shall be entitled exclusively to appoint one Series B Director on behalf of the holders of Series B Preferred Shares. (iii) The holders of Series A Preferred Shares, voting unanimously as a single class, shall be entitled to appoint, and remove from such appointment, one (1) director (the “Series A Director”) to the Board and each committee thereof and to the OpCo Board, and the board of directors of each Subsidiary; provided that the Series A Director initially nominated by the holders of Series A Preferred Shares shall be the Chief Executive Officer of the Company. (iv) The holders of Ordinary Shares, voting together as a single class, shall be entitled to appoint, and remove from such appointment, one (1) director to the Board of the Company and each committee thereof and to the OpCo Board, and the board of directors of each Subsidiary; provided that should the Series A Director at any time not be a member of the senior management of the Company (as determined by a majority of the Board), the number of Directors constituting the full members of the Board shall initially be fixed at nine increased to six (9). (b) Subject to this Section 1(b6), (i) for so long and the holders of Ordinary Shares, voting together as the Centerbridge Parties beneficially owna single class, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individualsappoint, whichand remove from such appointment, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being two (2) Centerbridge Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on additional director to the Board. The Centerbridge Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) Board of the issued Company and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least ten percent (10%) of all issued each committee thereof and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the OpCo Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on and the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) board of the issued and outstanding shares directors of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)each Subsidiary. (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d) and (e), each of the Original Members (and any of their respective Permitted Transferees) hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors and NVX-Designated Independent Directors as Directors, as provided herein.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at nine (9). (b) Subject to this Section 1(b1(a), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge HIG shall be entitled to designate for nomination by the Board in up to four (4) Directors from time to time (any applicable election that number of individualsDirector designated by HIG, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being two (2) Centerbridge Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Sharesan “HIG Director”), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board. The Centerbridge HIG Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled The right of HIG to designate any individuals the HIG Directors for nomination as set forth in accordance with this Section 1(b1(a) shall be subject to the following: (i) if at any time HIG beneficially owns in the Centerbridge Parties beneficially own, directly or indirectly, less than five aggregate thirty percent (530%) or more of the all issued and outstanding shares of Class A Common Stock Stock, HIG shall be entitled to designate four (including for this purpose the Underlying Class A Shares). 4) HIG Directors; (cii) Subject to this Section 1(c), (i) for so long as NVX Holdings if at any time HIG beneficially owns, directly or indirectly, owns in the aggregate less than thirty percent (30%) but at least twenty percent (20%) or more of all issued and outstanding shares of Common Stock, HIG shall be entitled to designate three (3) HIG Directors; (iii) if at any time HIG beneficially owns in the aggregate less than twenty percent (20%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, NVX Holdings HIG shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board HIG Directors; and (iiiv) if at any time, NVX Holdings time HIG beneficially owns, directly or indirectly, owns in the aggregate less than ten percent (10%) but at least five percent (5%) or more of the all issued and outstanding shares of Class A Common Stock Stock, HIG shall be entitled to designate only one (including 1) HIG Director. HIG shall not be entitled to designate any HIG Directors for nomination in accordance with this purpose Section 1(a) if at any time HIG beneficially owns in the Underlying Class A Sharesaggregate less than five percent (5%) NVX Holdings of all issued and outstanding shares of Common Stock. (b) Subject to this Section 1(b), the IVP Holdcos shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Boardfrom time to time (any Director designated by IVP Holdcos, an “IVP Director”). The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings IVP Holdcos shall not be entitled to designate any NVX Directors an IVP Director in accordance with this ​ ​ ​ ​ Section 1(c1(b) if at any time NVX Holdings the IVP Holdcos beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, own in the aggregate at least twenty less than ten percent (2010%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock. (ec) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d1(a) and (eSection 1(b), each of HIG, the Original Members IVP Holdcos and CPPIB hereby agree for the exclusive benefit of the Corporation (and any of their respective Permitted Transferees) hereby agrees which shall have sole right to enforce this Section 1(c)), to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held beneficially owned by such Original Members them (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or in actions by written consent or otherwise so as to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote), to take all Necessary Action in their capacity as stockholders of the Corporation to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent HIG Directors and NVX-Designated Independent Directors the IVP Director as Directorsa Director, as provided hereinherein and to implement and enforce the provisions set forth in Section 3, provided that (i) no Stockholder shall have any voting obligations under this Section 1(c) after any time as such Stockholder beneficially owns in the aggregate less than ten percent (10%) of all issued and outstanding shares of Common Stock. For the avoidance of doubt, except as provided above, nothing in this Agreement shall limit the right of a Stockholder to vote (or cause to be voted), including by proxy, if applicable, in favor of, or against or to abstain with respect to, any other matters presented to the stockholders of the Corporation.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at nine seven (97). (b) Subject to this Section 1(b), the Original Members (iand together with any Permitted Transferees of the Original Members, in such capacity, the “Original Member Related Parties”) for so long as the Centerbridge Parties beneficially ownowning, directly or indirectly, in the aggregate at least ten percent (10%) not less than two-thirds of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) held by the Original Members, or by which such Original Member(s) possess voting power (including, for the avoidance of doubt, pursuant to the irrevocable proxy granted under Section 18), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election (i) that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director Original Member Directors not standing for election in such election, would result in there being two four (24) Centerbridge Original Member Directors serving on the Board Board, and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board. The Centerbridge Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(b) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (c) Subject to this Section 1(c), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares) NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Board. The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings shall not be entitled to designate any NVX Directors in accordance with this Section 1(c) if at any time NVX Holdings beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (e) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Original Member Designated Independent Director, would result in there being two three (23) NVX-Original Member Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (fc) Subject to the foregoing Sections Section 1(b), (c), (d) and (e), each of the Original Members (and any of their respective Permitted Transferees) hereby agrees to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held by such Original Members (or any of their respective Permitted Transferees) ), or by which such Original Member possesses voting power (including, for the avoidance of doubt, pursuant to the irrevocable proxy granted under Section 18), at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent Directors Original Member Director(s) and NVX-the Original Member Designated Independent Directors as Directors, as provided herein.

Election of the Board of Directors. (a) Subject to the other provisions of this Section 1, the number of Directors constituting the full Board shall initially be fixed at nine (9). (b) Subject to this Section 1(b1(a), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge HIG shall be entitled to designate for nomination by the Board in up to four (4) Directors from time to time (any applicable election that number of individualsDirector designated by HIG, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being two (2) Centerbridge Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) but at least five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Sharesan “HIG Director”), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one (1) Centerbridge Director on the Board. The Centerbridge HIG Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. Centerbridge shall not be entitled The right of HIG to designate any individuals the HIG Directors for nomination as set forth in accordance with this Section 1(b1(a) shall be subject to the following: (i) if at any time HIG beneficially owns in the Centerbridge Parties beneficially own, directly or indirectly, less than five aggregate thirty percent (530%) or more of the all issued and outstanding shares of Class A Common Stock Stock, HIG shall be entitled to designate four (including for this purpose the Underlying Class A Shares). 4) HIG Directors; (cii) Subject to this Section 1(c), (i) for so long as NVX Holdings if at any time HIG beneficially owns, directly or indirectly, owns in the aggregate less than thirty percent (30%) but at least twenty percent (20%) or more of all issued and outstanding shares of Common Stock, HIG shall be entitled to designate three (3) HIG Directors; (iii) if at any time HIG beneficially owns in the aggregate less than twenty percent (20%) but at least ten percent (10%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock, NVX Holdings HIG shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being two (2) NVX Directors on the Board HIG Directors; and (iiiv) if at any time, NVX Holdings time HIG beneficially owns, directly or indirectly, owns in the aggregate less than ten percent (10%) but at least five percent (5%) or more of the all issued and outstanding shares of Class A Common Stock Stock, HIG shall be entitled to designate only one (including 1) HIG Director. HIG shall not be entitled to designate any HIG Directors for nomination in accordance with this purpose Section 1(a) if at any time HIG beneficially owns in the Underlying Class A Sharesaggregate less than five percent (5%) NVX Holdings of all issued and outstanding shares of Common Stock. (b) Subject to this Section 1(b), the IVP Holdcos shall be entitled to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX Director not standing for election in such election, would result in there being one (1) NVX Director on the Boardfrom time to time (any Director designated by IVP Holdcos, an “IVP Director”). The NVX Directors shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. NVX Holdings IVP Holdcos shall not be entitled to designate any NVX Directors an IVP Director in accordance with this Section 1(c1(b) if at any time NVX Holdings the IVP Holdcos beneficially owns, directly or indirectly, less than five percent (5%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (d) Subject to this Section 1(d), (i) for so long as the Centerbridge Parties beneficially own, directly or indirectly, own in the aggregate at least twenty less than ten percent (2010%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being two (2) Centerbridge-Designated Independent Directors on the Board and (ii) if at any time, the Centerbridge Parties beneficially own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), Centerbridge shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director not standing for election in such election, would result in there being one (1) Centerbridge-Designated Independent Director serving on the Board. For the avoidance of doubt, individuals designated pursuant to this Section 1(d) shall not be counted against the number of Centerbridge Directors that may be designated pursuant to Section 1(b). Centerbridge shall not be entitled to designate any individuals in accordance with this Section 1(d) if at any time the Centerbridge Parties beneficially own, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares)Stock. (ec) Subject to this Section 1(e), (i) for so long as NVX Holdings beneficially owns, directly or indirectly, in the aggregate at least twenty percent (20%) of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election, that number of individuals who satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director, would result in there being two (2) NVX-Designated Independent Directors serving on the Board and (ii) if at any time, NVX Holdings beneficially owns, directly or indirectly, in the aggregate less than twenty percent (20%) but at least fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), NVX Holdings shall be entitled to designate for nomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent NVX-Designated Independent Director not standing for election in such election, would result in there being one (1) NVX-Designated Independent Director serving on the Board. For avoidance of doubt, any individuals designated pursuant to this Section 1(e) shall not be counted against the number of NVX Directors that may be designated pursuant to Section 1(c). NVX Holdings shall not be entitled to designate any NVX-Designated Independent Directors in accordance with this Section 1(e) if at any time NVX Holdings beneficially owns, directly or indirectly, less than fifteen percent (15%) of the issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares). (f) Subject to the foregoing Sections 1(b), (c), (d1(a) and (eSection 1(b), each of HIG, the Original Members IVP Holdcos and CPPIB hereby agree for the exclusive benefit of the Corporation (and any of their respective Permitted Transferees) hereby agrees which shall have sole right to enforce this Section 1(c)), to vote, or cause to be voted, all outstanding shares of Class A Common Stock and/or Class B Common Stock, as applicable, held beneficially owned by such Original Members them (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or in actions by written consent or otherwise so as to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote), to take all Necessary Action in their capacity as stockholders of the Corporation to cause the election or removal of the Centerbridge Directors, NVX Directors, Centerbridge-Designated Independent HIG Directors and NVX-Designated Independent Directors the IVP Director as Directorsa Director, as provided hereinherein and to implement and enforce the provisions set forth in Section 3, provided that (i) no Stockholder shall have any voting obligations under this Section 1(c) after any time as such Stockholder beneficially owns in the aggregate less than ten percent (10%) of all issued and outstanding shares of Common Stock. For the avoidance of doubt, except as provided above, nothing in this Agreement shall limit the right of a Stockholder to vote (or cause to be voted), including by proxy, if applicable, in favor of, or against or to abstain with respect to, any other matters presented to the stockholders of the Corporation.