Common use of Nomination Clause in Contracts

Nomination. (i) The parties hereto shall cause the By-Laws to provide, as of the Closing Date and from time to time, that the board of directors of the Company (the “Board”, and each director of the Board, a “Director”) shall consist of not less than one (1) and not more than eleven (11) Directors. The Stockholders and the Company agree that: 1) in all events, each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate an equal number of Directors (the maximum number of directors each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate is three and the minimum number of directors GEI V shall be entitled to nominate is one); provided, that in the event that CVC, on the one hand, and GEI V and GEI Side V, on the other hand, have not nominated an equal number of Directors that are serving as directors of the Company, each Director nominated by the Stockholder Group nominating the greater number of Directors (as compared to the other Stockholder Group) (the “Over-Nominating Stockholder”) shall be entitled to cast one vote and each Director nominated by the Stockholder nominating the lesser number of Directors (as compared to the other Stockholder) (the “Under-Nominating Stockholder”) shall be entitled to cast a number of votes equal to the quotient obtained by dividing the number of Directors nominated by the Over-Nominating Stockholder by the number of Directors nominated by the Under- Nominating Stockholder for so long as the Over-Nominating Stockholder has a greater number of nominees serving as Directors of the Company; and 2) in all events, the Board may have one Director that is an executive officer of the Company (the “Non Sponsor Director) and one or more independent directors, in either case to be mutually agreed by unanimous vote of CVC, on the one hand, and GEI V and GEI Side V, on the other hand (the “Independent Directors”). ▇▇▇▇▇ ▇. ▇▇▇, the Chief Executive Officer of BJs and the Company, shall be the initial Non-Sponsor Director and ▇▇▇ Parent shall initially be an Independent Director. All Independent Directors and Non-Sponsor Directors may be removed at any time by mutual written agreement of CVC, on the one hand, and GEI V and GEI Side V, on the other hand. (ii) Except as set forth in Section 1.02(b), each committee of the Board shall have an equal number of members designated by mutual agreement of each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand.

Nomination. On and after the IPO Date, New Mountain shall have the right to nominate Directors to serve on the Board. Each Director so nominated by New Mountain may be referred to as a “New Mountain Director.” Such nomination rights shall be as follows: (i) The parties hereto shall cause So long as the By-Laws Aggregate New Mountain Ownership continues to provide, as be (A) at least 50% of the Closing Date and from time to time, that Shares New Mountain owned immediately following the board of directors consummation of the Company (the “Board”IPO, and each director of the Board, a “Director”) shall consist of not less than one (1) and not more than eleven (11) Directors. The Stockholders and the Company agree that: 1) in all events, each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, New Mountain shall be entitled to nominate an equal number three Directors, (B) less than 50% but at least 25% of Directors (the maximum number Shares New Mountain owned immediately following the consummation of directors each of CVCthe IPO, on the one hand, and GEI V and GEI Side V, on the other hand, New Mountain shall be entitled to nominate is three two Directors and (C) less than 25% but at least 10% of the minimum number Shares New Mountain owned immediately following the consummation of directors GEI V the IPO, New Mountain shall be entitled to nominate is one Director; (ii) The Company hereby agrees (A) to include the nominees of New Mountain nominated pursuant to this Section 2.1(a) as the nominees to the Board on each slate of nominees for election of the Board included in the Company’s annual meeting proxy statement (or consent solicitation or similar document), (B) to recommend the election of such nominees to the stockholders of the Company and (C) without limiting the foregoing, to otherwise use its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. For so long as the Directors on the Board are divided into three classes, such New Mountain Directors shall be apportioned among such classes so as to maintain the number of New Mountain Directors in each class as nearly equal as possible; and (iii) With respect to any person that will be nominated or designated to be a Director for the first time at an annual meeting (each person, a “First-Time Director Nominee”) by New Mountain, New Mountain shall nominate its First-Time Director Nominee by (A) delivering to the Company its written statement at least 90 days prior to the one)-year anniversary of the preceding annual meeting nominating such First-Time Director Nominee and (B) setting forth such First-Time Director Nominee’s business address, telephone number, facsimile number and e-mail address; provided, that in if New Mountain shall fail to deliver such written notice, New Mountain shall be deemed to have nominated the event that CVC, Director(s) previously nominated (or designated pursuant to this Section 2.1(a)(iii)) by New Mountain who is/are currently serving on the one hand, and GEI V and GEI Side V, on the other hand, have not nominated an equal number of Directors that are serving as directors of the Company, each Director nominated by the Stockholder Group nominating the greater number of Directors (as compared to the other Stockholder Group) (the “Over-Nominating Stockholder”) shall be entitled to cast one vote and each Director nominated by the Stockholder nominating the lesser number of Directors (as compared to the other Stockholder) (the “Under-Nominating Stockholder”) shall be entitled to cast a number of votes equal to the quotient obtained by dividing the number of Directors nominated by the Over-Nominating Stockholder by the number of Directors nominated by the Under- Nominating Stockholder for so long as the Over-Nominating Stockholder has a greater number of nominees serving as Directors of the Company; and 2) in all events, the Board may have one Director that is an executive officer of the Company (the “Non Sponsor Director) and one or more independent directors, in either case to be mutually agreed by unanimous vote of CVC, on the one hand, and GEI V and GEI Side V, on the other hand (the “Independent Directors”). ▇▇▇▇▇ ▇. ▇▇▇, the Chief Executive Officer of BJs and the Company, shall be the initial Non-Sponsor Director and ▇▇▇ Parent shall initially be an Independent Director. All Independent Directors and Non-Sponsor Directors may be removed at any time by mutual written agreement of CVC, on the one hand, and GEI V and GEI Side V, on the other handBoard. (ii) Except as set forth in Section 1.02(b), each committee of the Board shall have an equal number of members designated by mutual agreement of each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand.

Nomination. 3.1 For so long as this agreement remains in force: (ia) The parties hereto shall cause the By-Laws to provide, as of the Closing Date and from time to time, that the board of directors of the Company (the “Board”Intertrust Corporate Services Provider is entitled to, and shall, nominate two corporate bodies and one natural person, each willing to serve in the capacity of director of the Board, a “Director”) shall consist of not less than one Issuer (1the "Intertrust Issuer Directors") and not more than eleven (11) Directors. The Stockholders has nominated Intertrust Directors 1 Limited, Intertrust Directors 2 Limited and the Company agree that: 1) in all events, each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate an equal number of Directors (the maximum number of directors each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate is three and the minimum number of directors GEI V shall be entitled to nominate is one); provided, that in the event that CVC, on the one hand, and GEI V and GEI Side V, on the other hand, have not nominated an equal number of Directors that are serving as directors of the Company, each Director nominated by the Stockholder Group nominating the greater number of Directors (as compared to the other Stockholder Group) (the “Over-Nominating Stockholder”) shall be entitled to cast one vote and each Director nominated by the Stockholder nominating the lesser number of Directors (as compared to the other Stockholder) (the “Under-Nominating Stockholder”) shall be entitled to cast a number of votes equal to the quotient obtained by dividing the number of Directors nominated by the Over-Nominating Stockholder by the number of Directors nominated by the Under- Nominating Stockholder for so long as the Over-Nominating Stockholder has a greater number of nominees serving as Directors of the Company; and 2) in all events, the Board may have one Director that is an executive officer of the Company (the “Non Sponsor Director) and one or more independent directors, in either case to be mutually agreed by unanimous vote of CVC, on the one hand, and GEI V and GEI Side V, on the other hand (the “Independent Directors”). Paivi ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ with effect from 17 July 2023 as its first nominees in such capacity and nothing herein shall prevent the Intertrust Corporate Services Provider from nominating itself as a corporate director of the Issuer; (b) the Sellers are entitled to, and shall, nominate one natural person willing to serve in the capacity of director of the Issuer (and the Sellers have nominated ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ with effect from 17 July 2023 as their first nominee in such capacity); (c) the Sellers are entitled to, and shall, nominate one person willing to serve in the capacity as company secretary of the Issuer (the "Issuer Secretary") and have nominated ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ with effect from 17 July 2023 as their first nominee in such capacity; (d) the Intertrust Corporate Services Provider is entitled to, and shall, nominate two corporate bodies and one natural person, each willing to serve in the capacity of director of Holdings (the "Intertrust Holdings Directors", together with the Intertrust Issuer Directors and any of their respective successors, the Chief Executive Officer of BJs and the Company, shall be the initial Non-Sponsor Director "Intertrust 2 Limited and ▇▇▇▇▇ Parent ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with effect from 14 July 2023 as its first nominees in such capacity and nothing herein shall initially be an Independent prevent the Intertrust Corporate Services Provider from nominating itself as a corporate director of Holdings; and (e) the Sellers are entitled to, and shall, nominate one natural person willing to serve in the capacity of director of Holdings (and the Sellers have nominated ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ with effect from 14 July 2023 as their first nominee in such capacity); (f) the Sellers are entitled to, and shall, nominate one person willing to service in the capacity as company secretary of Holdings (the "Holdings Secretary") and have nominated ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ with effect from 14 July 2023 as their first nominee in such capacity. 3.2 Nothing shall prevent the Intertrust Corporate Services Provider from, upon giving written notice to the then relevant existing Intertrust Directors, nominating such other person as it may think fit to act as Intertrust Director. All Independent Notwithstanding the foregoing, the Intertrust Corporate Services Provider shall not be entitled to nominate a person who is an employee of the Issuer Services Provider or any of its associated companies to act as a Intertrust Director. 3.3 The Intertrust Corporate Services Provider hereby confirms that, if any of the natural persons or corporate bodies nominated by it should resign or retire or for any other reason cease to act as Intertrust Director, it will promptly: (a) procure that such Intertrust Director shall acknowledge in writing that he has no claim of any nature whatsoever against the Issuer or Holdings (where appropriate) other than a contingent claim pursuant to clause 15 (Indemnity); (b) nominate another natural person or corporate body willing to act in the relevant capacity if as a consequence of such resignation, retirement or other reason there would be less than three Intertrust Issuer Directors or Intertrust Holdings Directors, including at least one natural person in each case; (c) procure the consent of that other person to act in that capacity prior to such resignation or retirement; (d) procure that at all times all of the Intertrust Directors shall be resident for tax purposes in the United Kingdom, or, in the case of a corporate body, incorporated in England & Wales and tax resident in the United Kingdom; and (e) procure that all meetings held by each of the Issuer Board and the Holdings Board will be held in the United Kingdom and that the Intertrust Issuer Directors and Non-Sponsor Intertrust Holdings Directors may be removed at any time by mutual written agreement of CVC, on (where appropriate) will attend such meetings from the one hand, and GEI V and GEI Side V, on the other handUnited Kingdom. (ii) Except as set forth in Section 1.02(b), each committee of the Board shall have an equal number of members designated by mutual agreement of each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand.

Nomination. (i) The parties hereto shall cause In the By-Laws to provide, as of the Closing Date and from time to time, that the board of directors of the Company (the “Board”event, and for so long as, the Board consists of three Directors (and one or more alternate directors for each director of such Director), the Board, a “Director”) shall consist of not less than one (1) and not more than eleven (11) Directors. The Stockholders and the Company agree that: 1) in all events, each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, Apex Shareholders shall be entitled to nominate an equal number of two Directors (the maximum number of and one or more alternate directors for each of CVC, on the one handsuch Director), and GEI V and GEI Side V, on the other hand, Sumitomo Shareholders shall be entitled to nominate is three one Director (and one or more alternate directors for such Director); provided, however, that, in the minimum number event, and for so long as, the aggregate Interest Ratio of directors GEI V the Sumitomo Shareholders exceeds 50%, (A) the Sumitomo Shareholders shall be entitled to nominate is two Directors (and one or more alternate directors for each such Director), (B) the Apex Shareholders shall be entitled to nominate one Director (and one or more alternate directors for such Director), (C) notwithstanding Section 2.2(d), each of the then-elected Chairman and Vice Chairman shall be replaced by one of the Sumitomo Directors, one of the Sumitomo Directors shall thereafter be elected as Chairman and one of the Sumitomo Directors shall thereafter be elected as Vice Chairman, and (D) the Shareholders shall take such actions as are necessary to remove, nominate, and elect any Director (and any alternate director therefor), as applicable to implement the provisions of clauses (A), (B), and (C) of this proviso. In the event, and for so long as, the aggregate Interest Ratio of the Sumitomo Shareholders equals 50% and the aggregate Interest Ratio of the Apex Shareholders equals 50% (“Fifty-Fifty Control,” and the date of such occurrence, the “Fifty-Fifty Date”), (A) the Board shall consist of at least four, or a greater even number of, Directors, (B) the Sumitomo Shareholders shall be entitled to nominate 50% of the total number of the Directors (and one or more alternate directors for each such Director), (C) the Apex Shareholders shall be entitled to nominate 50% of the total number of the Directors (and one or more alternate directors for each such Director), (D) notwithstanding Section 2.2(d), each of the then-elected Chairman and Vice Chairman shall be replaced by one of the Sumitomo Directors who shall serve until the first anniversary of the Fifty-Fifty Date (thereafter, Chairmen and Vice Chairmen shall serve one)-year terms with the right to appoint the Chairman and Vice Chairman alternating between the Sumitomo Shareholders and the Apex Shareholders; provided, that the Apex Shareholders shall appoint the Chairman and Vice Chairman for the year following the first anniversary of the Fifty-Fifty Date), and (E) the Shareholders shall take such actions as are necessary to remove, nominate, and elect any Director (and any alternate director therefor), as applicable to implement the foregoing provisions. Except in the event that CVCcircumstance described in the immediately preceding paragraphs, on in the one handevent, and GEI V and GEI Side Vfor so long as, on the other handBoard consists of more than three directors as approved by a General Shareholders Meeting in accordance with Section 2.2(a), have not nominated an equal number of Directors that are serving as directors of (A) the Company, each Director nominated by the Stockholder Group nominating the greater number of Directors (as compared to the other Stockholder Group) (the “Over-Nominating Stockholder”) Sumitomo Shareholders shall be entitled to cast one vote and each Director nominated by the Stockholder nominating the lesser nominate (1) a number of Directors (as compared to the other Stockholder) (the “Under-Nominating Stockholder”) shall be entitled to cast a number of votes equal to the quotient obtained product of (I) the total number of Directors multiplied by dividing (II) the aggregate Interest Ratio of the Sumitomo Shareholders, with such product being rounded down to the nearest whole number; provided, however, that such number of Directors nominated by the Over-Nominating Stockholder Sumitomo Shareholders shall not be less than one except pursuant to Section 2.2(c)(v); and (2) one or more alternate directors for each such Director, and (B) the Apex Shareholders shall be entitled to nominate (1) a number of Directors equal to the product of (I) the total number of Directors multiplied by (II) the aggregate Interest Ratio of the Apex Shareholders, with such product being rounded down to the nearest whole number; provided, however, that such number of Directors nominated by the Under- Nominating Stockholder for so long Apex Shareholders shall not be less than one except pursuant to Section 2.2(c)(vi); provided, further, that if, solely as a result of the rounding down described in the preceding clauses (A) and (B), one of the Directors to be nominated to the Board (as approved by a General Shareholders Meeting in accordance with Section 2.2(a)) is not nominated, then such Director shall be nominated by the Shareholder Group that has an aggregate Interest Ratio in excess of 50%. At each regular General Shareholders Meeting called to elect Directors, alternate directors, or Sindicos, the Directors, alternate directors, and Sindicos, as applicable, shall be nominated in accordance with this Section 2.2(c)(i), the Estatutos, and the Bolivian Corporations Law. The Apex Shareholders’ initial nominees to serve as the Over-Nominating Stockholder has a greater number of nominees serving Apex Directors and their respective alternate directors are as Directors of the Company; and 2) in all events, the Board may have one Director that is an executive officer of the Company (the “Non Sponsor Director) and one or more independent directors, in either case to be mutually agreed by unanimous vote of CVC, on the one hand, and GEI V and GEI Side V, on the other hand (the “Independent Directors”). follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Danni ▇▇▇▇▇▇ ▇. ▇▇▇, the Chief Executive Officer of BJs and the Company, shall be the initial Non-Sponsor Director and ▇▇ ▇▇▇▇▇▇ Parent ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ The Sumitomo Shareholders’ initial nominees to serve as the Sumitomo Director and his alternate directors are as follows: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ The Apex Shareholders shall initially be an Independent Directorentitled to nominate one Sindico and the Sumitomo Shareholders shall be entitled to nominate one Sindico. All Independent Directors and Non-Sponsor Directors may be removed at any time by mutual written agreement of CVC, on The Apex Shareholders’ initial nominee to serve as the one hand, and GEI V and GEI Side V, on Apex Sindico is ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ B. The Sumitomo Shareholders’ initial nominee to serve as the other hand. (ii) Except as set forth in Section 1.02(b), each committee of the Board shall have an equal number of members designated by mutual agreement of each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand.Sumitomo Sindico is ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ B.

Nomination. 3.1 For so long as this Agreement remains in force: (ia) The parties hereto shall cause the By-Laws to provide, as of the Closing Date and from time to time, that the board of directors of the Company (the “Board”SFM Corporate Services Provider is entitled to, and shall, nominate two corporate bodies and one natural person, each willing to serve in the capacity of director of the Board, a “Director”) shall consist of not less than one Issuer (1the "SFM Issuer Directors") and not more than eleven (11) Directors. The Stockholders and the Company agree that: 1) in all eventshas nominated SFM Directors Limited, each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate an equal number of SFM Directors (the maximum number of directors each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate is three and the minimum number of directors GEI V shall be entitled to nominate is one); provided, that in the event that CVC, on the one hand, and GEI V and GEI Side V, on the other hand, have not nominated an equal number of Directors that are serving as directors of the Company, each Director nominated by the Stockholder Group nominating the greater number of Directors (as compared to the other Stockholder Group) (the “Over-Nominating Stockholder”) shall be entitled to cast one vote and each Director nominated by the Stockholder nominating the lesser number of Directors (as compared to the other Stockholder) (the “Under-Nominating Stockholder”) shall be entitled to cast a number of votes equal to the quotient obtained by dividing the number of Directors nominated by the Over-Nominating Stockholder by the number of Directors nominated by the Under- Nominating Stockholder for so long as the Over-Nominating Stockholder has a greater number of nominees serving as Directors of the Company; and No. 2) in all events, the Board may have one Director that is an executive officer of the Company (the “Non Sponsor Director) Limited and one or more independent directors, in either case to be mutually agreed by unanimous vote of CVC, on the one hand, and GEI V and GEI Side V, on the other hand (the “Independent Directors”). ▇-▇ ▇▇▇▇▇▇▇ ▇. with effect from 22 May 2015 as its first nominees in such capacity and nothing herein shall prevent the SFM Corporate Services Provider from nominating itself as a corporate director of the Issuer; (b) the Sellers are entitled to, and shall, nominate one natural person willing to serve in the capacity of director of the Issuer (and, in each case, the Sellers have nominated ▇▇▇, the Chief Executive Officer of BJs and the Company, shall be the initial Non-Sponsor Director and ▇ ▇▇▇▇▇▇ Parent with effect from 22 May 2015 as its first nominee in such capacity); (c) the Sellers are entitled to, and shall, nominate one person willing to service in the capacity as company secretary of the Issuer (the "Issuer Secretary") and has nominated Pandora Sharp with effect from 22 May 2015 as its first nominee in such capacity; (d) the SFM Corporate Services Provider is entitled to, and shall, nominate two corporate bodies and one natural person, each willing to serve in the capacity of director of Holdings (the "SFM Holdings Directors", together with the SFM Issuer Directors, the "SFM Directors") and has nominated SFM Directors Limited, SFM Directors (No. 2) Limited and ▇-▇ ▇▇▇▇▇▇▇ with effect from 22 May 2015 as its first nominees in such capacity and nothing herein shall initially be an Independent prevent the SFM Corporate Services Provider from nominating itself as a corporate director of Holdings; and (e) the Sellers are entitled to, and shall, nominate one natural person willing to serve in the capacity of director of Holdings (and, in each case, the Sellers have nominated ▇▇▇▇ ▇▇▇▇▇▇ with effect from 22 May 2015 as its first nominee in such capacity); (f) the Sellers are entitled to, and shall, nominate one person willing to service in the capacity as company secretary of Holdings (the "Holdings Secretary") and have nominated Pandora Sharp with effect from 22 May 2015 as its first nominee in such capacity. 3.2 Nothing shall prevent the SFM Corporate Services Provider from, upon giving written notice to the then relevant existing SFM Directors, nominating such other person as it may think fit to act as SFM Director. All Independent Notwithstanding the foregoing, the SFM Corporate Services Provider shall not be entitled to nominate a person who is an employee of Paragon Finance PLC or any of its associated companies to act as an SFM Director. 3.3 The SFM Corporate Services Provider hereby confirms that, if any of the natural persons or corporate bodies nominated by it should resign or retire or for any other reason cease to act as SFM Director, it will promptly: (a) procure that such SFM Director shall acknowledge in writing that he has no claim of any nature whatsoever against the Issuer or Holdings (where appropriate) other than a contingent claim pursuant to Clause 14 (Indemnity); (b) nominate another natural person or corporate body willing to act in the relevant capacity if as a consequence of such resignation, retirement or other reason there would be less than three SFM Issuer Directors or SFM Holdings Directors, including at least one natural person in each case; (c) procure the consent of that other person to act in that capacity prior to such resignation or retirement; (d) procure that at all times all of the SFM Directors shall be resident for tax purposes in the United Kingdom, or, in the case of a corporate body, incorporated in England & Wales and tax resident in the United Kingdom; and (e) procure that all meetings held by each of the Issuer Board and the Holdings Board will be held in the United Kingdom and that the SFM Issuer Directors and Non-Sponsor SFM Holdings Directors may be removed at (where appropriate) will attend such meetings from the United Kingdom. 3.4 The SFM Corporate Services Provider shall procure that each of the natural persons or corporate bodies nominated by it as an SFM Director from time to time as provided above is a fit and proper person to act as an SFM Director, accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from the Issuer, save that nothing in this Agreement shall prejudice any time by mutual written agreement of CVC, right to remuneration or other payments on the one hand, and GEI V and GEI Side V, on the other hand. (ii) Except as set forth in Section 1.02(b), each committee part of the Board shall have an equal number of members designated by mutual agreement of each of CVC, on SFM Corporate Services Provider under this Agreement or the one hand, and GEI V and GEI Side V, on the other handSFM Corporate Services Fee Letter.

Nomination. ‌ 3.1 For so long as this Agreement remains in force:‌ (ia) The parties hereto shall cause the By-Laws to provide, as of the Closing Date and from time to time, that the board of directors of the Company (the “Board”SFM Corporate Services Provider is entitled to, and shall, nominate two corporate bodies and one natural person, each willing to serve in the capacity of director of the Board, a “Director”) shall consist of not less than one Issuer (1the "SFM Issuer Directors") and not more than eleven (11) Directors. The Stockholders and the Company agree that: 1) in all eventshas nominated SFM Directors Limited, each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate an equal number of SFM Directors (the maximum number of directors each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate is three and the minimum number of directors GEI V shall be entitled to nominate is one); provided, that in the event that CVC, on the one hand, and GEI V and GEI Side V, on the other hand, have not nominated an equal number of Directors that are serving as directors of the Company, each Director nominated by the Stockholder Group nominating the greater number of Directors (as compared to the other Stockholder Group) (the “Over-Nominating Stockholder”) shall be entitled to cast one vote and each Director nominated by the Stockholder nominating the lesser number of Directors (as compared to the other Stockholder) (the “Under-Nominating Stockholder”) shall be entitled to cast a number of votes equal to the quotient obtained by dividing the number of Directors nominated by the Over-Nominating Stockholder by the number of Directors nominated by the Under- Nominating Stockholder for so long as the Over-Nominating Stockholder has a greater number of nominees serving as Directors of the Company; and No. 2) in all events, the Board may have one Director that is an executive officer of the Company (the “Non Sponsor Director) Limited and one or more independent directors, in either case to be mutually agreed by unanimous vote of CVC, on the one hand, and GEI V and GEI Side V, on the other hand (the “Independent Directors”). ▇-▇ ▇▇▇▇▇▇▇ ▇. with effect from 1 October 2015 as its first nominees in such capacity and nothing herein shall prevent the SFM Corporate Services Provider from nominating itself as a corporate director of the Issuer; (b) the Sellers are entitled to, and shall, nominate one natural person willing to serve in the capacity of director of the Issuer (and, in each case, the Sellers have nominated ▇▇▇, the Chief Executive Officer of BJs and the Company, shall be the initial Non-Sponsor Director and ▇ ▇▇▇▇▇▇ Parent with effect from 1 October 2015 as its first nominee in such capacity); (c) the Sellers are entitled to, and shall, nominate one person willing to service in the capacity as company secretary of the Issuer (the "Issuer Secretary") and has nominated Pandora Sharp with effect from 1 October 2015 as its first nominee in such capacity; (d) the SFM Corporate Services Provider is entitled to, and shall, nominate two corporate bodies and one natural person, each willing to serve in the capacity of director of Holdings (the "SFM Holdings Directors", together with the SFM Issuer Directors, the "SFM Directors") and has nominated SFM Directors Limited, SFM Directors (No. 2) Limited and ▇-▇ ▇▇▇▇▇▇▇ with effect from 1 October 2015 as its first nominees in such capacity and nothing herein shall initially be an Independent prevent the SFM Corporate Services Provider from nominating itself as a corporate director of Holdings; and (e) the Sellers are entitled to, and shall, nominate one natural person willing to serve in the capacity of director of Holdings (and, in each case, the Sellers have nominated ▇▇▇▇ ▇▇▇▇▇▇ with effect from 1 October 2015 as its first nominee in such capacity); (f) the Sellers are entitled to, and shall, nominate one person willing to service in the capacity as company secretary of Holdings (the "Holdings Secretary") and have nominated Pandora Sharp with effect from 1 October 2015 as its first nominee in such capacity. 3.2 Nothing shall prevent the SFM Corporate Services Provider from, upon giving written notice to the then relevant existing SFM Directors, nominating such other person as it may think fit to act as SFM Director. All Independent Notwithstanding the foregoing, the SFM Corporate Services Provider shall not be entitled to nominate a person who is an employee of Paragon Finance PLC or any of its associated companies to act as an SFM Director.‌ 3.3 The SFM Corporate Services Provider hereby confirms that, if any of the natural persons or corporate bodies nominated by it should resign or retire or for any other reason cease to act as SFM Director, it will promptly: (a) procure that such SFM Director shall acknowledge in writing that he has no claim of any nature whatsoever against the Issuer or Holdings (where appropriate) other than a contingent claim pursuant to Clause 14 (Indemnity); (b) nominate another natural person or corporate body willing to act in the relevant capacity if as a consequence of such resignation, retirement or other reason there would be less than three SFM Issuer Directors or SFM Holdings Directors, including at least one natural person in each case; (c) procure the consent of that other person to act in that capacity prior to such resignation or retirement; (d) procure that at all times all of the SFM Directors shall be resident for tax purposes in the United Kingdom, or, in the case of a corporate body, incorporated in England & Wales and tax resident in the United Kingdom; and (e) procure that all meetings held by each of the Issuer Board and the Holdings Board will be held in the United Kingdom and that the SFM Issuer Directors and Non-Sponsor SFM Holdings Directors may be removed at (where appropriate) will attend such meetings from the United Kingdom. 3.4 The SFM Corporate Services Provider shall procure that each of the natural persons or corporate bodies nominated by it as an SFM Director from time to time as provided above is a fit and proper person to act as an SFM Director, accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from the Issuer, save that nothing in this Agreement shall prejudice any time by mutual written agreement of CVC, right to remuneration or other payments on the one hand, and GEI V and GEI Side V, on the other hand. (ii) Except as set forth in Section 1.02(b), each committee part of the Board shall have an equal number of members designated by mutual agreement of each of CVC, on SFM Corporate Services Provider under this Agreement or the one hand, and GEI V and GEI Side V, on the other handSFM Corporate Services Fee Letter.

Nomination. The Board of Directors shall consist of (i) The parties hereto shall cause two ---------- individuals appointed by the By-Laws to provide, as holders of the Closing Date Class B Preferred Shares, one of whom shall be a representative from CIVF and from time one of whom shall be a representative of HCP; (ii) one individual appointed by WV (the Directors appointed pursuant to timeclauses (i) and (ii) shall be referred to herein as the "Class B Directors"); (iii) two individuals appointed by the holders of Common Shares, that one of whom shall be the board of directors Chief Executive Officer of the Company (such Directors shall be referred to herein as the “Board”"Management Directors"); (iv) one individual appointed by at least sixty-six percent (66%) of the Class C Preferred Shares (the "Class C Director") if, and each director only if, the Company has not completed a Qualifying Public Offering within one hundred twenty (120) days of the Board, a “Director”date of this Agreement; and (v) shall consist of not less than one (1) and not more than eleven (11) Directors. The Stockholders and the Company agree that: 1) in all eventstwo individuals, each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, whom shall be entitled to nominate an equal number of Independent, proposed by the Management Directors (and approved by the maximum number of directors each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate is three and the minimum number of directors GEI V shall be entitled to nominate is one); provided, that in the event that CVC, on the one hand, and GEI V and GEI Side V, on the other hand, have not nominated an equal number of Directors that are serving as directors unanimous approval of the CompanyClass B Directors and any Class C Director, each Director nominated by which approval shall not be unreasonably withheld or delayed. Initially, the Stockholder Group nominating the greater number of Directors appointed pursuant to (as compared to the other Stockholder GroupA) clause (the “Over-Nominating Stockholder”i) shall be entitled to cast one vote and each Director nominated by the Stockholder nominating the lesser number of Directors (as compared to the other Stockholder) (the “Under-Nominating Stockholder”) shall be entitled to cast a number of votes equal to the quotient obtained by dividing the number of Directors nominated by the Over-Nominating Stockholder by the number of Directors nominated by the Under- Nominating Stockholder for so long as the Over-Nominating Stockholder has a greater number of nominees serving as Directors of the Company; and 2) in all events, the Board may have one Director that is an executive officer of the Company (the “Non Sponsor Director) and one or more independent directors, in either case to be mutually agreed by unanimous vote of CVC, on the one hand, and GEI V and GEI Side V, on the other hand (the “Independent Directors”). ▇▇▇▇▇▇▇ ▇. ▇▇▇ and another person to be designated by HCP subsequent to the date hereof, (B) clause (ii) shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Chief Executive Officer of BJs and the Company, (C) clause (iii) shall be the initial Non-Sponsor Director ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Parent ▇▇▇▇▇▇▇, (D) clause (iv) shall initially be an Independent Director. All Independent Directors a person designated by Axiom (and Non-Sponsor Directors provided that Axiom may be removed replace such designee with another person affiliated with Axiom at any time by mutual written agreement until such time as at least sixty-six percent (66%) of CVC, on the one handClass C Preferred Shares shall have appointed a person not affiliated with Axiom as the Class C Director in accordance with Section 5.2(b)), and GEI V (E) clause (v) shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and GEI Side V, on the other hand▇▇▇▇▇▇ ▇▇▇▇▇. Each Investor holding at least 250,000 Shares (subject to adjustment for stock splits and stock combinations) shall be entitled to have a representative attend Board meetings. (ii) Except as set forth in Section 1.02(b), each committee of the Board shall have an equal number of members designated by mutual agreement of each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand.

Nomination. (i) The parties hereto shall cause Company and the By-Laws to provide, Shareholders (in their capacity as shareholders of the Closing Date and from time Company) shall take such action as may be required under applicable law to time, that cause the board of directors of the Company (the “Board”, and each director of the Board, a “Director”) shall to consist of not less than up to seven (7) Directors. The Shareholders and the Company agree that (w) the BC Investors shall be entitled to nominate for election to the Board that number of Directors proportionate to the BC Investors’ percentage ownership of the Common Stock of the Company (on a fully diluted basis) rounded up to the nearest whole number (the “BC Directors”); provided that BC Investors shall be entitled to nominate for election to the Board at least one (1) Director so long as the BC Investors collectively own at least 10% of the outstanding equity interests of the Company on a fully diluted basis (i.e. assuming the exercise or conversion of all options, warrants and other securities or rights which are convertible into or exchangeable or exercisable for Shares); (x) Silver Lake shall be entitled to nominate for election to the Board one (1) Director (the “Silver Lake Director”) so long as (A) Silver Lake owns at least 50% of the Shares set forth opposite Silver Lake’s name on Schedule C attached hereto (or equivalent number of other securities into which such Shares have converted or exchanged) and (B) the BC Investors have the right to designate three (3) or more BC Directors; (y) the chief executive officer of the Company shall be nominated for election to the Board; and (z) the remaining two (2) Directors (the “Remaining Directors”) shall be nominated, after consultation with Silver Lake in which Silver Lake’s reasonable views and suggestions shall, in good faith, be considered and taken into account by the holders of a majority of the Shares held by the Shareholders. (ii) No Director shall be an officer, a member of the board of directors or a non-voting observer of any Person (whether or not to an Affiliate), that in the reasonable judgment of the Board, exercised in good faith, is an actual or potential Competitor of the Company or Intelsat or any Person who (directly or indirectly) (x) holds an ownership interest in such actual or potential Competitor equal to five percent (5%) or more than eleven of the outstanding voting securities of such actual or potential Competitor or (11y) Directors. The Stockholders has designated, or has the right to designate, a member of the board of directors of such actual or potential Competitor, in each case without the approval of the Board. (iii) Subject to applicable laws and regulations, the Company (in its capacity as the direct or indirect sole shareholder) and the Company agree that:Shareholders (in their capacity as shareholders of the Company) shall take all necessary action to cause the persons constituting the Board to be appointed as the sole members of the respective boards of directors of the Buyer, Intelsat and Intelsat, Ltd., and to implement the provisions of this Article II. Notwithstanding anything that may be permitted pursuant to the organizational documents of the Buyer, Intelsat and Intelsat, Ltd., no Person shall take any action with respect to the Company, Buyer, Intelsat and Intelsat, Ltd. that would be inconsistent with the provisions of this Agreement. 1(iv) in all events, each of CVCFor so long as BC Investors, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate an equal number of Directors (the maximum number of directors each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate is three and the minimum number of directors GEI V shall be entitled to nominate is one); provided, that in the event that CVC, on the one hand, and GEI V and GEI Side VSilver Lake, on the other hand, have not nominated an equal number of Directors that are serving as directors of the Company, each right to solely designate at least one Director nominated by the Stockholder Group nominating the greater number of Directors (as compared to the other Stockholder Group) (Board, such shareholders shall have the “Over-Nominating Stockholder”) shall be entitled right to cast appoint at least one vote and each Director nominated by the Stockholder nominating the lesser number of Directors (as compared representative to the other Stockholder) (the “Under-Nominating Stockholder”) shall be entitled to cast a number of votes equal to the quotient obtained by dividing the number of Directors nominated by the Over-Nominating Stockholder by the number of Directors nominated by the Under- Nominating Stockholder for so long as the Over-Nominating Stockholder has a greater number of nominees serving as Directors of the Company; and 2) in all events, the Board may have one Director that is an executive officer of the Company (the “Non Sponsor Director) and one or more independent directors, in either case to be mutually agreed by unanimous vote of CVC, on the one hand, and GEI V and GEI Side V, on the other hand (the “Independent Directors”). ▇▇▇▇▇ ▇. ▇▇▇, the Chief Executive Officer of BJs and the Company, shall be the initial Non-Sponsor Director and ▇▇▇ Parent shall initially be an Independent Director. All Independent Directors and Non-Sponsor Directors may be removed at any time by mutual written agreement of CVC, on the one hand, and GEI V and GEI Side V, on the other hand. (ii) Except as set forth in Section 1.02(b), each committee of the Board shall have an equal number (or any committee of members designated the respective boards of directors of the Buyer, Intelsat and Intelsat, Ltd.), as permitted by mutual agreement of each of CVC, on the one hand, applicable laws and GEI V and GEI Side V, on the other handregulations.

Nomination. The Board of Directors shall consist of five (5) Directors; provided that, within one (1) year of the effective date of the registration statement relating to the Initial Public Offering, the Board of Directors shall be expanded to add two (2) additional Independent Director(s) and the Company and the Stockholders shall take all Necessary Actions to increase the size of the Board of Directors to add such Independent Director(s). The Company will not decrease or otherwise increase the number of Directors without the consent of the Riverstone Stockholders constituting a Riverstone Majority (so long as the Riverstone Stockholders hold in the aggregate five percent (5%) or more of the then-outstanding shares of Common Stock). The Company and the Stockholders shall take all Necessary Actions to cause the Board of Directors to consist of members designated as follows: (i) The parties hereto three (3) nominees designated by the Riverstone Stockholders constituting a Riverstone Majority (the “Riverstone Directors”), which Riverstone Directors shall cause initially be , and ; provided that (A) the Bynumber of Riverstone Directors to be designated by R/C Dynamic Holdings (or its designee) shall be reduced to two (2) Directors at such time as the Riverstone Stockholders in the aggregate hold less than twenty-Laws to provide, as five percent (25%) of the Closing Date then-outstanding shares of Common Stock, (B) the number of Riverstone Directors to be designated by R/C Dynamic Holdings (or its designee) shall be reduced to one (1) Director at such time as the Riverstone Stockholders in the aggregate hold less than ten percent (10%) of the then-outstanding shares of Common Stock, (C) the Riverstone Stockholders shall have no right to designate any members of the Board of Directors pursuant to this Section 2(a)(i) at such time as the Riverstone Stockholders in the aggregate hold less than five percent (5%) of the then-outstanding shares of Common Stock, and from time to (D) at any given time, that each Riverstone Director shall be in a different class of Directors as each of the board of directors other Riverstone Directors; (ii) the Chief Executive Officer of the Company (the “Board”, and each director of the Board, a “Management Director”) ), which Management Director shall consist of not less than one (1) and not more than eleven (11) Directorsinitially be ▇. ▇. ▇▇▇▇▇▇▇▇▇. The Other Stockholders hereby grant by R/C Dynamic Holdings (and its designee, as applicable) an irrevocable proxy, coupled with an interest, to take all Necessary Action (including the Company agree that: 1) in all eventsright to vote the shares of Common Stock held by such Other Stockholder), each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate an equal number of Directors (the maximum number of directors each of CVC, on the one hand, and GEI V and GEI Side V, on the other hand, shall be entitled to nominate is three and the minimum number of directors GEI V shall be entitled to nominate is one); provided, that in the event that CVC, on the one hand, and GEI V and GEI Side V, on the other hand, have not nominated an equal number of Directors that are serving as directors of the Company, each Management Director nominated at any time ceases to be employed by the Stockholder Group nominating Company or its Subsidiaries for any reason to cause the greater number resignation or removal of Directors (as compared to the other Stockholder Group) (the “Over-Nominating Stockholder”) shall be entitled to cast one vote and each Director nominated by the Stockholder nominating the lesser number of Directors (as compared to the other Stockholder) (the “Under-Nominating Stockholder”) shall be entitled to cast a number of votes equal to the quotient obtained by dividing the number of Directors nominated by the Over-Nominating Stockholder by the number of Directors nominated by the Under- Nominating Stockholder for so long as the Over-Nominating Stockholder has a greater number of nominees serving as Directors of the Companysuch Management Director; and 2(iii) in all events, each additional nominee designated by the Board may have one Director that is an executive officer of Directors or a committee designated by the Company (the “Non Sponsor Director) and one or more independent directorsBoard of Directors, in either case to which designee shall initially be mutually agreed by unanimous vote of CVC, on the one hand, and GEI V and GEI Side V, on the other hand (the “Independent Directors”). ▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇. The Company shall cause the Chief Executive Officer individuals designated in accordance with Section 2(a) to be nominated for election to the Board of BJs and the CompanyDirectors, shall be the initial Non-Sponsor Director and ▇▇▇ Parent shall initially be an Independent Director. All Independent Directors and Non-Sponsor Directors may be removed at any time by mutual written agreement of CVC, on the one handsolicit proxies in favor thereof, and GEI V and GEI Side Vat each meeting of the stockholders of the Company at which directors of the Company are to be elected, on shall recommend that the other hand. (iistockholders of the Company elect to the Board of Directors each such individual nominated for election at such meeting. Notwithstanding the foregoing, this Section 2(a) Except as set forth in Section 1.02(b)confers upon the Riverstone Stockholders the right, each committee but not the obligation, to designate members of the Board shall have an equal number of members designated by mutual agreement of each of CVC, on the one handDirectors, and GEI V and GEI Side Vany Riverstone Stockholder may, on at its option, elect not to exercise any such right to designate a member or members of the other handBoard of Directors; provided that no election by any Riverstone Stockholder to refrain from exercising any such right shall in any way affect such Stockholder’s obligations under this Agreement.