Common use of Post-Closing Directors and Officers Clause in Contracts

Post-Closing Directors and Officers. (a) MEOA shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the MEOA Board shall initially consist of five directors, which shall be divided into three classes, designated Class I, II and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors; (ii) the members of the MEOA Board are the individuals determined in accordance with Section 5.16(b); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA (the “Officers”) are the individuals determined in accordance with Section 5.16(d). (b) The MEOA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA HoldCo shall take all such action within its power actions as may be necessary or reasonably appropriate such that effective immediately after the Company Merger Effective Time Time: (i) the MEOA HoldCo Board shall initially consist of five up to seven (7) directors, which shall be divided into three (3) classes, with directors serving staggered three-year terms, designated Class I, II and III, with Class I consisting of one directortwo (2) directors whose initial terms expire at the first annual meeting of the stockholders of HoldCo following the Closing Date, Class II consisting of one director two (2) directors whose initial terms expire at the second annual meeting of the stockholders of HoldCo following the Closing Date, and Class III consisting of two directorsup to three (3) directors whose initial terms expire at the third annual meeting of the stockholders of HoldCo following the Closing Date; (ii) the members of the MEOA HoldCo Board are the individuals determined in accordance with Section 5.16(b5.18(b); and (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA HoldCo Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.18(c). (b) The MEOA Prior to the date that the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) the Company, following consultation with ▇▇▇▇ and the ARYA Sponsor, shall designate three (3) individuals to serve as initial directors on the HoldCo Board immediately after the Company Merger Effective Time Time, (A) each of whom shall consist be reasonably acceptable to ARYA and the ARYA Sponsor and (B) two (2) of five whom shall be Class I directors and one (1) of whom shall be a Class II director (each, a “Company Designee”), and (ii) the ARYA Sponsor, following consultation with the Company, shall designate four (4) individuals in accordance with Section 2.1(a)(v). Furthermore, to serve as initial directors on the HoldCo Board immediately after the Company Merger Effective Time, MEOA one (1) of whom shall form be a strategic advisory committeeClass II director and three (3) of whom shall be Class III directors (the “ARYA Designees”), which shall consist of in each case, as determined by the two individuals identified on Section 5.16(bARYA Sponsor. One (1) of the ARYA Designees shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (unless he is unable to serve (whether due to death, disability or otherwise)). Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by the ARYA Sponsor prior to the date that the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company Disclosure Schedules plus an additional individual Designees shall be individuals that qualify as “independent directors” under the listing rules of Nasdaq; provided that if the HoldCo Board does not require all of the Company Designees to be designated by “independent directors” (due to the fact that there is more than one ARYA Designee that qualifies as an “independent director” under the listing rules of Nasdaq as of immediately after the Company Merger Effective Time), then upon the written consent of the ARYA Sponsor, a number less than all of the Company Designees may be individuals that do not qualify as “independent directors,” provided that all such Company Designees shall be reasonably acceptable to the ARYA Sponsor. (c) Prior to the mailing of time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) the Company may designate a Company Designee to serve as a member of the Pre-Closing MEOA Holderscompensation committee, the audit committee and/or the nominating committee of the HoldCo Board immediately after the Company Merger Effective Time, who shall be “independent” for purposes of applicable listing rules of Nasdaq and MEOA shall mutually agree applicable Federal Securities Laws, and (ii) ARYA Sponsor shall, subject to clause (i), designate each other director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA HoldCo Board immediately after the Company Merger Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable LawFederal Securities Laws. (d) The individuals identified on Section 5.16(d) of As promptly as reasonably practicable following the date hereof and in any event prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company Disclosure Schedules shall, in consultation with ▇▇▇▇ and the ARYA Sponsor, designate the individuals who shall be serve as initial officers of HoldCo (the Officers “Officers”) immediately after the Company Merger Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any such individuals identified on Section 5.16(d) of the Company Disclosure Schedules individual is unwilling or unable (whether due to death, disability, termination of service disability or otherwise) to serve as an Officer, then, prior to the mailing of time at which the Registration Statement / Proxy Statement to is declared effective under the Pre-Closing MEOA HoldersSecurities Act, the Company Company, may in its sole discretion with the prior written consent of ▇▇▇▇ and the ARYA Sponsor (such consent not to be unreasonably withheld, conditioned or delayed) replace such individual with another individual to serve as such Officer by amending Section 5.16(dand, if ARYA and the ARYA Sponsor provides its consent to the replacement of such Officer, then such replacement individual shall serve as an Officer in lieu of, and to serve with the same title as, the individual so replaced. (e) At or prior to the Closing, HoldCo will provide the ARYA Sponsor (on behalf of the ARYA Designees) and each of the Company Disclosure Schedules Designees with and, subject to include the entry into the same by the ARYA Designees and the Company Designees, will enter into a director indemnification agreement with the ARYA Designees and the Company Designees, in a form and substance approved by the Holdco Board and reasonably acceptable to the ARYA Sponsor; provided, however, that in no event shall the terms and conditions of any such replacement individual as such Officerdirector indemnification agreement entered into by the ARYA Sponsor be less favorable to the underlying director than those (if any) entered into by HoldCo with any other members of the HoldCo Board following the Closing.

Post-Closing Directors and Officers. (a) MEOA shall Holdco shall, subject to applicable Nasdaq listing requirements, take all such necessary action within its power and cause that, effective as may be necessary or appropriate such that effective immediately after of the Effective Time Holdco Reorganization, (i) the MEOA Holdco Board shall initially consist of up to five directors, which shall be divided into three classes, designated Class I, II with one executive director and IIIup to four non-executive directors, with Class I consisting the allocation of one director, Class II consisting such terms among such non-executive directors to be determined by mutual agreement between the Company and CCTS following the date of one director and Class III consisting of two directorsthis Agreement; (ii) the members of the MEOA Holdco Board are the individuals Persons determined in accordance with Section 5.16(b‎6.14(b) (the “Holdco Board Appointments”); (iii) the members of the compensation committee, audit committee and nominating and corporate governance committee of the MEOA Holdco Board are shall be the individuals non-executive directors determined in accordance with Section 5.16(c‎6.14(c); and (iv) the officers of MEOA Holdco (the “Officers”) are shall be the individuals determined in accordance with Section 5.16(d‎6.14(d). (b) The MEOA Board immediately after As promptly as practicable following the Effective Time shall consist date of five this Agreement, and in any event within sufficient time to allow for customary due diligence and background checks on the designated individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA CCTS Holders, (i) ARWM shall identify up to two individuals to serve as non-executive directors on the Holdco Board who must (A) be reasonably acceptable to the Company to serve as non-executive directors on the Holdco Board immediately after the Holdco Reorganization and (B) qualify as “independent” pursuant to Nasdaq listing standards (the “CCTS Designees”), and (ii) the Company shall identify three individuals to serve as directors, including one executive director and two non‑executive directors, on the Holdco Board, immediately after the Closing Date (the “Company Designees” and, together with the CCTS Designees, the “Designees”), such Company Designees anticipated to include the individuals to be identified on Section ‎6.14(b) of the Company Disclosure Schedules, in all cases subject to applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. CCTS and the Company will agree in good faith on the initial terms of service for each of the CCTS Designees and Company Designees. Prior to the Closing Date, the Company shall name such Company Designees whose names are not identified on Section ‎6.14(b) of the Company Disclosure Schedules and MEOA may replace any Company Designee whose names are identified on Section ‎6.14(b) of the Company Disclosure Schedules, in each case with such Company Designee being reasonably acceptable to CCTS, which designation shall mutually agree be made by written notice and subject to each director that will applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. (c) Prior to the mailing of the Registration Statement/Proxy Statement to the Pre‑Closing CCTS Holders, CCTS and the Company shall designate the Designees to serve on as members of the compensation committee, the audit committee and the nominating and corporate governance committee of the MEOA Board Holdco Board, immediately after the Effective Time, based on the qualifications of each directorClosing Date, subject to applicable listing rules of Nasdaq and applicable Law. In the event that any Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a committee member, then, prior to the mailing of the Registration Statement/Proxy Statement to the Pre-Closing CCTS Holders, CCTS and the Company shall jointly replace such Designee with another Designee to serve as such committee member. (d) The individuals to be identified on Section 5.16(d‎6.14(d) of the Company Disclosure Schedules shall be the Officers immediately after upon the Effective TimeClosing, with each such individual holding the title set forth opposite his or her name. In the event that such individuals any individual identified on Section 5.16(d‎6.14(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA CCTS Holders, the Company may in its sole discretion may, with the prior written consent to CCTS (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual with another individual to serve as such Officer by amending Section 5.16(dOfficer. (e) At or prior to the Closing, CCTS shall deliver to the Company and Holdco evidence reasonably acceptable to the Company and Holdco that the members of the CCTS Board and the officers of CCTS, in each case immediately prior to the Closing shall have resigned with effect as of immediately preceding the Closing. (f) Effective as of the Closing and as a result of the Merger, the directors and officers of ▇▇▇▇▇▇ Sub immediately prior to the Closing shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the Governing Documents of the Surviving Company Disclosure Schedules to include such replacement individual as such Officeruntil their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

Post-Closing Directors and Officers. (a) MEOA Except as otherwise agreed in writing by Parent and the Company prior to the Closing, and conditioned upon occurrence of the Closing, subject to any limitation imposed under applicable Laws and Stock Exchange listing requirements, Parent and the Company shall take all such action within its power as may be actions necessary or appropriate such that effective immediately after following the Effective Time Closing: (ia) the MEOA Parent Board shall initially consist of five seven (7) directors, which shall initially include: (i) one (1) director nominee to be divided into three classesdesignated by Sponsor pursuant to written notice to the Company as soon as reasonably practicable following the date of this Agreement and in any event prior to the SEC Clearance Date (subject to the reasonable acceptance of the Company not to be unreasonably withheld, designated Class Iconditioned or delayed); provided that if such nominee (x) is unable for any reason to serve on the Parent Board, II a replacement individual shall be selected by ▇▇▇▇▇▇▇ and III(y) following the Closing resigns or for any reason is unable to continue serving on the Parent Board for the remainder of the term of the appointment, with Class I consisting a replacement individual shall by selected by the Sponsor to serve the remainder of one directorthe term; provided, Class II consisting further, that the Sponsor is a third-party beneficiary of one director and Class III consisting of two directors; this Section 7.17(a)(i); (ii) six (6) director nominees to be designated by the members Company pursuant to written notice to ▇▇▇▇▇▇ as soon as reasonably practicable following the date of this Agreement and in any event prior to the MEOA Board are the individuals determined SEC Clearance Date; (iii) in each case, who shall serve in such capacity in accordance with Section 5.16(b); the terms of the Parent’s Organizational Documents following the First Effective Time; (iiib) the members Parent Board shall have a majority of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined “independent” directors in accordance with Section 5.16(c)the listing requirements of the Stock Exchange, each of whom shall serve in such capacity in accordance with the terms of the Parent’s Organizational Documents following the First Effective Time; and and (ivc) the officers of MEOA (Parent at the “Officers”) are the individuals determined in accordance with Section 5.16(d). (b) The MEOA Board immediately after the First Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified be as set forth on Section 5.16(b7.17(c) of the Company Disclosure Schedules plus an additional individual to be designated by Schedule, and such officers shall serve in such capacity in accordance with the Sponsor. (c) Prior to the mailing terms of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee Parent’s Organizational Documents and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable LawDGCL. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA Each of Atlas and the Company shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time Time: (i) the MEOA Atlas Board shall initially consist of five seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directortwo (2) directors, Class II consisting of one director two (2) directors and Class III consisting of two three (3) directors; (ii) the members of the MEOA Atlas Board are the individuals determined in accordance with Section 5.16(b); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iviii) the officers of MEOA Atlas (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.16(e). (b) The MEOA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals individual identified on Section 5.16(b) of the Company Atlas Disclosure Schedules plus an additional individual to shall be designated by the Sponsor. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each a director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Atlas Board immediately after the Effective Time, based on with such individual being in the qualifications class of each directordirectors set forth opposite his or her name (the “Atlas Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, subject the Atlas Sponsor may, by giving the Company and Atlas written notice, replace the Atlas Designee with any individual and, upon the Atlas Sponsor so giving notice of the replacement of the Atlas Designee, Section 5.16(b) of the Atlas Disclosure Schedules shall automatically be deemed amended to applicable listing rules include such replacement individual as the Atlas Designee in lieu of, and to serve in the same class of Nasdaq and applicable Lawdirectors as, the individual so replaced. (dc) The three (3) individuals identified on Section 5.16(d5.16(c) of the Company Disclosure Schedules shall be directors on the Atlas Board immediately after the Effective Time, with each such individual being in the class of directors set forth opposite his or her name (each, a “Company Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company may, by giving Atlas and the Atlas Sponsor written notice, replace any Company Designee with any individual and, upon the Company so giving notice of the replacement of such Company Designee, Section 5.16(c) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as a Company Designee in lieu of, and to serve in the same class of directors as, the individual so replaced. (d) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company shall identify (in consultation with Atlas) three (3) individuals, each of whom shall qualify as an “independent director” under the listing rules of NYSE, to serve as a director on the Atlas Board immediately after the Effective Time, with each such individual serving on a different class of directors. (e) The individuals identified on Section 5.16(e) of the Company Disclosure Schedules shall be Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any such individuals individual identified on Section 5.16(d5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service disability or otherwise) to serve as an Officer, Officer then, prior to the mailing of time at which the Registration Statement / Proxy Statement to is declared effective under the Pre-Closing MEOA HoldersSecurities Act, the Company may (in its sole discretion consultation with Atlas) replace such individual with another individual to serve as such Officer by amending and, in such case, Section 5.16(d5.16(e) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as such Officeran Officer in lieu of, and to serve with the same title as, the individual so replaced.

Post-Closing Directors and Officers. (a) MEOA ARYA shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the MEOA ARYA Board shall initially consist of five ten (10) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directorfour (4) directors, Class II consisting of one director three (3) directors and Class III consisting of two directorsthree (3) directors (provided that, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing ARYA Holders, the Company may in its sole discretion change which of the foregoing classes is to consist of three (3) or four (4) directors by notice to ARYA, which change shall be reflected in the Registration Statement / Proxy Statement mailed to the Pre-Closing ARYA Holders); (ii) the members of the MEOA ARYA Board are the individuals determined in accordance with Section 5.16(b) and Section 5.16(c); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA ARYA Board are the individuals determined in accordance with Section 5.16(c5.16(d); and (iv) the officers of MEOA ARYA (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.16(e). (b) The MEOA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA ARYA Holders, the Company and MEOA ARYA shall mutually agree to one (1) individual to serve as a director on the ARYA Board immediately after the Effective Time (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or ARYA, as applicable) (the “Independent Designee”) which Independent Designee shall be reflected in the Registration Statement / Proxy Statement mailed to the Pre-Closing ARYA Holders. (c) The eight (8) individuals identified on Section 5.16(c) of the Company Disclosure Schedules shall be directors on the ARYA Board immediately after the Effective Time (each, an “Initial Company Designee”). Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing ARYA Holders, the Company may in its sole discretion designate one (1) additional individual to serve as a director on the ARYA Board immediately after the Effective Time (the “Other Company Designee”, and together with the Initial Company Designees, collectively, the “Company Designees”); provided that, if an individual is not designated to serve as the Other Company Designee prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing ARYA Holders, such unfilled director position shall be left vacant and shall be filled following the Effective Time in accordance with the Investor Rights Agreement and the Governing Documents of ARYA. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing ARYA Holders, the Company may in its sole discretion replace any Company Designee with any individual by notice to ARYA. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing ARYA Holders, the board of directors of the Company shall designate whether each individual who will serve on the ARYA Board immediately after the Effective Time will be designated as a member of Class I, Class II or Class III. (d) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing ARYA Holders, (i) the board of directors of the Company may designate the Independent Designee to serve as a member of the compensation committee, the audit committee or the nominating committee of the ARYA Board immediately after the Effective Time, subject to ARYA’s consent (not to be unreasonably withheld, conditioned or delayed) based on the qualifications of the Independent Designee, subject to applicable listing rules of Nasdaq and applicable Law, and (ii) the Company shall, subject to clause (i), designate each other director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA ARYA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (de) The individuals identified on Section 5.16(d5.16(e) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA ARYA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d5.16(e) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA ENVI shall take all such action within its power as may be necessary or reasonably appropriate such that effective immediately after as of the Effective Time Time: (i) the MEOA ENVI Board shall initially consist of five seven (7) directors; provided, which that, if an individual is not identified to serve as a director pursuant to Section 5.18(e), then one director seat shall be divided into three classes, designated Class I, II and III, vacant following the Effective Time until a director is appointed or elected to fill such vacant directorship in accordance with Class I consisting the Governing Documents of one director, Class II consisting of one director and Class III consisting of two directorsENVI; (ii) the members of the MEOA ENVI Board are the individuals determined in accordance with Section 5.16(b5.18(b), Section 5.18(c) and Section 5.18(d); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA ENVI Board are the individuals determined in accordance with Section 5.16(c5.18(f); and (iv) the officers of MEOA ENVI (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.18(g). (b) The MEOA individual designated by ENVI as identified on Section 5.18(b) of the ENVI Disclosure Schedules shall be a director on the ENVI Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v(the “ENVI Designee”). FurthermorePrior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, immediately after the Effective TimeENVI Sponsor may, MEOA shall form by giving the Company and ENVI written notice, replace the ENVI Designee with any individual (so long as such individual is not a strategic advisory committeeDisqualified Designee) and, which shall consist upon the ENVI Sponsor so giving notice of the two replacement of the ENVI Designee, Section 5.18(b) of the ENVI Disclosure Schedules shall automatically be deemed amended to include such replacement individual as the ENVI Designee in lieu of the individual so replaced. (c) The four (4) individuals designated by the Company as identified on Section 5.16(b5.18(c) of the Company Disclosure Schedules plus an additional individual shall be directors on the ENVI Board immediately after the Effective Time (each, a “Company Designee”); provided, however, that at least two (2) of such Company Designees shall be “independent directors” with respect to be designated by ENVI under the Sponsor. (c) listing rules of Nasdaq. Prior to the mailing of time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) the Company may, by giving ENVI and the ENVI Sponsor written notice, replace any Company Designee with any other individual that is a member of the Company Board or is a Company Board observer, in either case, as of the date of this Agreement and, upon the Company so giving notice of the replacement of such Company Designee, Section 5.18(c) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as a Company Designee in lieu of, the individual so replaced. The Company may, with the prior written consent of ENVI and the ENVI Sponsor (such consent not to be unreasonably withheld, conditioned or delayed by either ENVI or the ENVI Sponsor), replace each and any Company Designee with any other individual and, if each of ENVI and the ENVI Sponsor each provides its written consent to the Pre-Closing MEOA Holdersreplacement of any such Company Designee pursuant to this clause (ii), then Section 5.18(c) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as a Company Designee in lieu of the individual so replaced. Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by ENVI and the ENVI Sponsor, in no event shall there be less than two (2) Company Designees that qualify as “independent directors” (as defined in Nasdaq rule 5605(a)(2)) (whether as a result of the replacement of any Company Designee as contemplated by this Section 5.18(c) or otherwise). (d) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇ ▇▇▇▇▇, shall be a director on the ENVI Board immediately after the Effective Time. (e) The Company may identify one individual that qualifies as an “independent director” under the listing rules of Nasdaq and is reasonably acceptable to the ENVI Sponsor to serve as a director of the ENVI Board immediately after the Effective Time. (f) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company and MEOA shall mutually agree to designate each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA ENVI Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable LawFederal Securities Laws. (dg) The individuals identified on Section 5.16(d5.18(g) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her their name. In the event that any such individuals individual identified on Section 5.16(d5.18(g) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service service, removal from office, or otherwise) to serve as an Officer, then, the Company may, with the prior to the mailing written consent of the Registration Statement / Proxy Statement ENVI Sponsor (such consent not to the Pre-Closing MEOA Holdersbe unreasonably withheld, the Company may in its sole discretion conditioned or delayed), replace such individual with another individual to serve as such Officer by amending and, if the ENVI Sponsor provides its Consent to the replacement of such Officer, then Section 5.16(d5.18(g) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as an Officer in lieu of the individual so replaced with such Officertitle(s as the Company shall specify. (h) The obligations of ENVI pursuant to Section 5.18(a) shall include ENVI causing the removal or resignation of the applicable officers and directors of ENVI prior to or at the Effective Time for purposes of effectuating the agreements therein, to the extent such removal or resignation has not otherwise occurred prior to the Effective Time.

Post-Closing Directors and Officers. (a) MEOA shall Holdco shall, subject to applicable Nasdaq listing requirements, take all such necessary action within its power and cause that, effective as may be necessary or appropriate such that effective immediately after of the Effective Time Holdco Reorganization, (i) the MEOA Holdco Board shall initially consist of up to five directors, which shall be divided into three classes, designated Class I, II with one executive director and IIIup to four non-executive directors, with Class I consisting the allocation of one director, Class II consisting such terms among such non-executive directors to be determined by mutual agreement between the Company and CCTS following the date of one director and Class III consisting of two directorsthis Agreement; (ii) the members of the MEOA Holdco Board are the individuals Persons determined in accordance with Section 5.16(b‎6.14(b) (the “Holdco Board Appointments”); (iii) the members of the compensation committee, audit committee and nominating and corporate governance committee of the MEOA Holdco Board are shall be the individuals non-executive directors determined in accordance with Section 5.16(c‎6.14(c); and (iv) the officers of MEOA Holdco (the “Officers”) are shall be the individuals determined in accordance with Section 5.16(d‎6.14(d). (b) The MEOA Board immediately after As promptly as practicable following the Effective Time shall consist date of five this Agreement, and in any event within sufficient time to allow for customary due diligence and background checks on the designated individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA CCTS Holders, (i) ARWM shall identify up to two individuals to serve as non-executive directors on the Holdco Board who must (A) be reasonably acceptable to the Company to serve as non-executive directors on the Holdco Board immediately after the Holdco Reorganization and (B) qualify as “independent” pursuant to Nasdaq listing standards (the “CCTS Designees”), and (ii) the Company shall identify three individuals to serve as directors, including one executive director and two non-executive directors, on the Holdco Board, immediately after the Closing Date (the “Company Designees” and, together with the CCTS Designees, the “Designees”), such Company Designees anticipated to include the individuals to be identified on Section ‎6.14(b) of the Company Disclosure Schedules, in all cases subject to applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. CCTS and the Company will agree in good faith on the initial terms of service for each of the CCTS Designees and Company Designees. Prior to the Closing Date, the Company shall name such Company Designees whose names are not identified on Section ‎6.14(b) of the Company Disclosure Schedules and MEOA may replace any Company Designee whose names are identified on Section ‎6.14(b) of the Company Disclosure Schedules, in each case with such Company Designee being reasonably acceptable to CCTS, which designation shall mutually agree be made by written notice and subject to each director that will applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. (c) Prior to the mailing of the Registration Statement/Proxy Statement to the Pre-Closing CCTS Holders, CCTS and the Company shall designate the Designees to serve on as members of the compensation committee, the audit committee and the nominating and corporate governance committee of the MEOA Board Holdco Board, immediately after the Effective Time, based on the qualifications of each directorClosing Date, subject to applicable listing rules of Nasdaq and applicable Law. In the event that any Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a committee member, then, prior to the mailing of the Registration Statement/Proxy Statement to the Pre-Closing CCTS Holders, CCTS and the Company shall jointly replace such Designee with another Designee to serve as such committee member. (d) The individuals to be identified on Section 5.16(d‎6.14(d) of the Company Disclosure Schedules shall be the Officers immediately after upon the Effective TimeClosing, with each such individual holding the title set forth opposite his or her name. In the event that such individuals any individual identified on Section 5.16(d‎6.14(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA CCTS Holders, the Company may in its sole discretion may, with the prior written consent to CCTS (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual with another individual to serve as such Officer by amending Section 5.16(dOfficer. (e) At or prior to the Closing, CCTS shall deliver to the Company and Holdco evidence reasonably acceptable to the Company and Holdco that the members of the CCTS Board and the officers of CCTS, in each case immediately prior to the Closing shall have resigned with effect as of immediately preceding the Closing. (f) Effective as of the Closing and as a result of the Merger, the directors and officers of M▇▇▇▇▇ Sub immediately prior to the Closing shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the Governing Documents of the Surviving Company Disclosure Schedules to include such replacement individual as such Officeruntil their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

Post-Closing Directors and Officers. (a) MEOA The Parties shall take all such action within its power as may be necessary or appropriate such that that, effective immediately after as of the Effective Time Closing, (i) the MEOA Board board of directors of Acquiror (the “Acquiror Board”) shall initially consist of five seven (7) directors, which shall be divided into three classes, designated Class I, II and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors; (ii) the Acquiror Charter and the Acquiror Bylaws are in substantially the forms attached hereto as Exhibits E and F, respectively, (iii) the initial members of the MEOA Acquiror Board are the individuals determined in accordance with ‎Section 5.18(b), ‎Section 5.18(c), Section 5.16(b5.18(d); , Section 5.18(e), Section 5.18(f) and Section 5.18(g), as applicable, (iiiiv) the initial members of the compensation committee, audit committee and nominating committee of the MEOA Acquiror Board are the individuals determined in accordance with Section 5.16(c‎Section 5.18(d); and (ivv) the officers of MEOA (the “Officers”) Acquiror are the individuals determined in accordance with Section 5.16(d‎Section 5.18(e). (b) The MEOA Within 60 days of the date of this Agreement, Acquiror shall provide to the Company the name of one Person who shall be a Class II Director (as defined in the Governing Documents of Acquiror) on the Acquiror Board immediately after effective as of the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(vClosing (the “Sponsor Director”). FurthermoreAcquiror may, immediately after with the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) prior written consent of the Company Disclosure Schedules plus an additional individual (such consent not to be designated by the Sponsor. (c) Prior unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the mailing filing of the Registration Statement / Proxy Statement with the SEC by amending such list to include such replacement individual. (c) Within 60 days of the date of this Agreement, CURO shall provide to the PreCompany a list of two Persons who shall be a Class I Director and Class III Director (each as defined in the Governing Documents of Acquiror), respectively, on the Acquiror Board effective as of the Closing (the “CURO Directors”). CURO may, with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by amending such list to include such replacement individual. Notwithstanding the foregoing, at least one (1) of the individuals designated to the Acquiror Board pursuant to this ‎Section 5.18(c) must be an Independent Director (provided that such person need not qualify as an “independent director” under the Nasdaq rules and regulations applicable to service on committees of the Board), and if the requirement set forth in this sentence is not met, Acquiror shall omit from its proxy materials any such nominee, and any such nomination shall be disregarded and no vote on any such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by Acquiror. So long as CURO owns 10% of the issued and outstanding Acquiror Common Shares, Acquiror shall re-Closing MEOA Holdersnominate an individual designated by CURO as a Class I Director upon the expiration of the initial term of such Class I Director (or replacement appointed pursuant to the following sentence). During the initial term of the CURO Directors, and, with respect to the Class I Director, during the first subsequent term of such CURO Director, the Company and MEOA shall mutually agree Acquiror shall, at the election of CURO, cause the replacement of the CURO Directors or otherwise fill any vacancy of a CURO Director (including in the event of the resignation, termination, death or disability of a CURO Director) with such individuals as selected by CURO from time-to-time. To the extent not in violation of any Law or applicable stock exchange rule (including as regards to each director that will serve independence), for so long as a CURO Director is on the compensation committeeAcquiror Board, the audit committee and the nominating Acquiror shall cause at least one CURO Director to be a member of each committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable LawAcquiror Board. (d) Within 60 days of the date of this Agreement, Tribeca shall provide to the Company the name of one Person who shall be a Class III Director (as defined in the Governing Documents of Acquiror) on the Acquiror Board effective as of the Closing (the “Tribeca Director”). Tribeca may, with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by amending such list to include such replacement individual. (e) Within 60 days of the date of this Agreement, ▇▇▇▇▇▇▇▇ shall provide to the Company the name of one Person who shall be a Class II Director (as defined in the Governing Documents of Acquiror) on the Acquiror Board effective as of the Closing (the “▇▇▇▇▇▇▇▇ Director”). ▇▇▇▇▇▇▇▇ may, with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by amending such list to include such replacement individual. (f) The individuals Chief Executive Officer of the Company shall be a Class III Director (as defined in the Governing Documents of Acquiror) on the Acquiror Board effective as of the Closing (the “CEO Director”). (g) Within 60 days of the date of this Agreement, the Company, Tribeca and ▇▇▇▇▇▇▇▇ shall provide to Acquiror the name of one Person who shall be a Class I Director (as defined in the Governing Documents of Acquiror) on the Acquiror Board effective as of the Closing (the “Additional Independent Director”). The Company, Tribeca and ▇▇▇▇▇▇▇▇ may, with the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual with any other individual prior to the filing of the Registration Statement / Proxy Statement with the SEC. Notwithstanding the foregoing, such individual designated to the Acquiror Board pursuant to this ‎Section 5.18(d) must be an Independent Director and must also qualify as independent under the audit committee independence requirements set forth in the rules of any stock exchange applicable to Acquiror, and if the requirements set forth in this sentence are not met, Acquiror shall omit from its proxy materials such nominee, and such nomination shall be disregarded and no vote on such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by Acquiror. (h) Acquiror and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Acquiror) on the directors to be appointed to the audit, compensation and nominating committees prior to the filing of the Registration Statement / Proxy Statement with the SEC, which, in the case of the compensation committee, shall include at least one Sponsor Director. (i) The Persons identified on Section 5.16(d‎Section 5.18(e) of the Company Disclosure Schedules shall be the Officers officers of Acquiror immediately after the Effective TimeClosing, with each such individual holding the title set forth opposite his or her name. In Acquiror and the event that Company may mutually agree (such individuals identified agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Acquiror) to replace any individual set forth on Section 5.16(d‎Section 5.18(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, with any individual prior to the mailing filing of the Registration Statement / Proxy Statement to with the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer SEC by amending Section 5.16(d) of the Company Disclosure Schedules such Schedule to include such replacement individual as such Officerindividual.

Post-Closing Directors and Officers. (a) MEOA shall take all such action within its power as may be necessary or appropriate such that effective Effective immediately after the Effective Time (i) the MEOA Board board of directors of New JAWS (the “New JAWS Board”) shall initially consist of five nine (9) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directorthree (3) directors with an initial term that expires in 2022, Class II consisting of one director three (3) directors with an initial term that expires in 2023, and Class III consisting of two directorsthree (3) directors with an initial term that expires in 2024; (ii) the members of the MEOA New JAWS Board are will be the individuals determined in accordance with Section 5.16(b5.15(b); and (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA JAWS (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.15(c). (b) The MEOA directors on the New JAWS Board immediately after the Effective Time (each, a “Director”) shall consist of five ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, two (2) individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. Company (ccollectively, the “Company Designees”) and six (6) individuals designated by the Company, in consultation with JAWS, who will serve as independent directors (collectively, the “Independent Designees”). In the event that ▇▇. ▇▇▇▇▇▇▇ is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, the Sponsor may replace such individual with another individual to serve as such Director in consultation with JAWS. In the event that any Company Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, the Company may replace such individual with another individual to serve as such Director who is reasonably acceptable to JAWS. In the event that any Independent Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, the Company may, in consultation with JAWS, replace such individual with another individual to serve as such Director. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA JAWS Holders, the board of directors of the Company and MEOA shall mutually agree to designate whether each director that individual who will serve on the compensation committee, the audit committee and the nominating committee of the MEOA New JAWS Board immediately after the Effective TimeTime will be designated as a member of Class I, based on the qualifications Class II or Class III; provided that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (or any Director who replaces him in accordance with this Section 5.15(b)) shall serve as a member of each director, subject to applicable listing rules of Nasdaq and applicable LawClass III. (dc) The Officers immediately after the Effective Time shall be the individuals identified on Section 5.16(d5.15(c) of the Company Disclosure Schedules shall be the Officers immediately after the Effective TimeSchedules, with each such individual holding the title set forth opposite his or her name. In the event that such individuals any individual identified on Section 5.16(d5.15(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA JAWS Holders, the Company may in its sole discretion (subject to prior consultation with JAWS) replace such individual with another individual to serve as such Officer by amending Section 5.16(d5.15(c) of the Company Disclosure Schedules to include such replacement individual as such Officer. (d) On the Closing Date, New JAWS shall enter into customary indemnification agreements reasonably satisfactory to the Company with each individual to be appointed to, or serving on, the New JAWS Board upon the Closing, which indemnification agreements shall continue to be effective following the Closing.

Post-Closing Directors and Officers. (a) MEOA Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, Acquiror shall take all such action within its power as may be necessary or appropriate such that effective immediately after as of the Acquisition Effective Time Time, the board of directors and officers of Acquiror will be comprised of the seven (i7) persons listed on Schedule VII.6, of which at least four (4) shall meet (a) the MEOA Board shall initially consist independence requirements of five directorsNasdaq, which shall be divided into three classes, designated Class I, II and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors; (ii) the respect to members of the MEOA Board are the individuals determined in accordance with Section 5.16(b); Acquiror’s audit committee, and (iiib) the members enhanced independence standards contained in Rule 10A-3(b)(1) promulgated by the SEC under the Exchange Act. All such persons shall be agreed upon by ▇▇▇▇▇▇▇▇ and the Company except that such board of directors shall include one (1) director chosen solely by the current board of directors of Acquiror. The board of directors shall consist of 3 classes. Directors of the compensation committee, audit committee and nominating committee first class shall be elected at the first annual meeting of stockholders following the Closing Date to hold office for a term expiring at the next succeeding annual meeting; directors of the MEOA Board are second class shall be elected at the individuals determined in accordance with Section 5.16(c)second annual meeting following the adoption of the Closing Date to hold office for a term expiring at the second succeeding annual meeting; and (iv) directors of the officers of MEOA (third class shall be elected at the “Officers”) are third annual meeting following the individuals determined Closing Date to hold office for a term expiring at the third succeeding annual meeting. At each annual meeting thereafter, directors shall be elected to hold office for a term expiring at the first succeeding annual meeting following their election. At or prior to the Closing, the Acquiror will provide each director with a customary director indemnification agreement, in accordance with Section 5.16(d)form and substance reasonably acceptable to the Parties. (b) The MEOA Board Parties shall take all action necessary, including causing the executive officers of ▇▇▇▇▇▇▇▇ to resign, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Acquiror immediately after the Effective Time shall consist of five Closing will be the same individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) as that of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such OfficerClosing.

Post-Closing Directors and Officers. (a) MEOA Subject to the terms of the SPAC Organizational Documents, the SPAC Charter and the SPAC Bylaws, SPAC shall take all such action within its power as may be necessary or appropriate such that effective immediately after following the First Effective Time Time: (ia) the MEOA The SPAC Board shall initially consist of five at least seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, III (with Class Classes I consisting of one director, Class and II consisting of one director two (2) directors each, and with Class III consisting of two three (3) directors; ), and such board shall initially include: (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as Class I directors; (ii) two (2) Independent Director nominees to be designated by the members of Company prior to the MEOA Board are the individuals determined in accordance with Section 5.16(b); Closing; (iii) one (1) Independent Director nominee to be designated by SPAC prior to the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(cClosing (who shall be a Class III director); and ; (iv) two (2) Independent Director nominees to be designated by SPAC, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇ (who shall be a Class II director) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (who shall be a Class I director), in each case, so long as they are Independent Directors; (v) such other director nominees to be designated by the officers Company pursuant to written notice to SPAC following the date of MEOA this Agreement; and (vi) the “Officers”class designation for the directors (other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇) are and the individuals designation of the Chairperson of the SPAC Board shall be determined in accordance with Section 5.16(d)by the Company pursuant to written notice to SPAC following the date of this Agreement. (b) The MEOA committees of the Board immediately after at the First Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermorebe mutually agreed upon by SPAC and the Company prior to the closing, immediately after subject to the Effective Time, MEOA shall form a strategic advisory committee, which shall consist terms of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the SponsorNomination Agreement. (c) Prior to the mailing The initial officers of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules SPAC shall be the Officers immediately after the Effective Time, with each such individual holding the title as set forth opposite his or her name. In on Schedule 7.05(b) (which schedule may be modified from time to time in the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, Company’s sole discretion prior to the mailing Closing), who shall serve in such capacity in accordance with the terms of the Registration Statement / Proxy Statement to SPAC Charter and the Pre-Closing MEOA Holders, SPAC Bylaws following the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such OfficerFirst Effective Time.

Post-Closing Directors and Officers. (a) MEOA Each of BOA and the Company shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time Time: (i) the MEOA Company’s Board shall initially of Directors (the “Post-Closing Company Board”) shall, subject to and in accordance with the Amended and Restated Articles of Association and applicable Law (including, in each case, any adjustments that may be necessary to comply with and/or conform to the applicable requirements of English Law), consist of five seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directortwo (2) directors, Class II consisting of one director two (2) directors and Class III consisting of two three (3) directors; (ii) the members of the MEOA Post-Closing Company Board are the individuals determined in accordance with Section 5.16(b5.15(b), Section 5.15(c) and Section 5.15(d); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Post-Closing Company Board are the individuals determined in accordance with Section 5.16(c5.15(e); and (iv) the officers of MEOA the Post-Closing Company (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.15(f). (b) The MEOA Company shall be entitled to designate, in the aggregate, five (5) individuals to serve as directors on the Post-Closing Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee(i) one (1) of whom will be Company CEO Designee (as defined below), which shall consist (ii) one (1) of whom will be the two individuals individual identified on Section 5.16(b5.15(b) of the Company Disclosure Schedules, in each of cases (i) and (ii), with such individual being in the class of directors set forth opposite his or her name, and (iii) three (3) of whom will be additional individuals nominated by the Company pursuant to and in accordance with the terms of this Agreement and the Ancillary Documents after the date hereof (each, a “Company Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company may, by giving BOA and the BOA Sponsor written notice, replace any Company Designee with any other individual and, upon the Company so giving notice of the replacement of such Company Designee, Section 5.15(b) of the Company Disclosure Schedules plus an additional shall automatically be deemed amended to include such replacement individual as a Company Designee in lieu of, and to serve in the same class of directors as, the individual so replaced. Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by BOA and the BOA Sponsor, in no event shall there be designated more than two (2) Company Designees that would not qualify as “independent directors” under the listing rules of NYSE immediately after the Effective Time (whether as a result of the replacement of any Company Designee as contemplated by the Sponsorthis Section 5.15(b) or otherwise). (c) The individual identified on Section 5.15(c) of the Company Disclosure Schedules shall be a director on the Post-Closing Company Board immediately after the Effective Time, with such individual being in the class of directors set forth opposite his or her name (the “Company CEO Designee”). The Company CEO Designee may not be replaced with any individual without the prior written consent of the Company and BOA; provided, however, that neither the Company nor BOA shall unreasonably withhold, condition or delay its consent to the replacement of the Company CEO Designee with any individual that is hired by the Company as a replacement Chief Executive Officer prior to the Closing as a result of the death, disability or termination of employment for cause by the Company of the initial Company CEO Designee. (d) Prior to the mailing of time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the BOA Sponsor shall designate two (2) individuals, selected from the agreed list of individuals as set out in the Transaction Support Agreements and in accordance with the terms thereof, to serve as directors on the Post-Closing Company Board, in each case, immediately after the Effective Time (the “BOA Designees”), each of whom shall qualify as “independent directors” under the listing rules of NYSE immediately after the Effective Time. (e) Prior to the Pre-Closing MEOA Holderstime at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company and MEOA shall mutually agree to (i) designate each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Post-Closing Company Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq NYSE and applicable LawFederal Securities Laws, and (ii) divide each of the directors serving on the Post-Closing Company Board into their respective classes in accordance with the terms hereof and the Ancillary Documents. (df) The individuals identified on Section 5.16(d5.15(f) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any such individuals individual identified on Section 5.16(d5.15(f) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service disability or otherwise) to serve as an Officer, then, prior to the mailing of time at which the Registration Statement / Proxy Statement to is declared effective under the Pre-Closing MEOA HoldersSecurities Act, the Company may in its sole discretion may, with the prior written consent of BOA Sponsor (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual with another individual to serve as such Officer by amending and, if the BOA Sponsor provides its consent to the replacement of such Officer, then Section 5.16(d5.15(f) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as such Officeran Officer in lieu of, and to serve with the same title as, the individual so replaced.

Post-Closing Directors and Officers. (a) MEOA TopCo shall take all such action within its power as may be necessary or appropriate such that (a) effective immediately after the Effective Time Closing, (i) the MEOA Board supervisory board of TopCo (the “TopCo Supervisory Board”) shall initially consist of five seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directortwo (2) directors, Class II consisting of one director two (2) directors and Class III consisting of two three (3) directors; (ii) the management board of TopCo (the “TopCo Management Board”) shall consist of one director; (iii) the initial members of the MEOA TopCo Supervisory Board are the individuals determined in accordance with Section 5.16(b6.17(b) and Section 6.17(c), with each such individual being in the class of directors determined pursuant to Section 6.17(b) or Section 6.17(c), as applicable; (iiiiv) the initial members of the compensation committee, audit committee and nominating committee of the MEOA TopCo Supervisory Board are the individuals determined in accordance with Section 5.16(c6.17(d), (v) the initial member of the TopCo Management Board is the individual determined in accordance with Section 6.17(e); and (ivvi) the officers members of MEOA the executive committee of TopCo (the “OfficersTopCo Executive Committee”) are the individuals determined in accordance with Section 5.16(d6.17(h). ; and (bvii) The MEOA Board immediately after the Effective Time Governing Documents of TopCo shall consist of five individuals be in accordance with Section 2.1(a)(v). Furthermore, immediately after a form that reflects the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified terms set forth on Section 5.16(b6.17(a) of the Company Disclosure Schedules plus an additional individual and such other terms and conditions that are reasonably satisfactory to the Company and ARYA (the “Agreed TopCo Governing Documents”), and each of ARYA and the Company shall reasonably cooperate and work in good faith with each other in order to finalize and agree to other terms and conditions of the Agreed TopCo Governing Documents, and (b) upon the first (1st) anniversary of the Closing Date, the TopCo Board shall be automatically reorganized as a “one-tier” board of directors as set forth in the Agreed TopCo Governing Documents, with nine (9) directors divided into three (3) classes, designated Class I, II and III and with the directors of the TopCo Supervisory Board serving on the “one-tier” board in the same class that such director served immediately prior to such time, unless otherwise agreed by TopCo and the Sponsor. (b) Prior to the mailing of the Registration Statement / Proxy Statement with the SEC, ARYA shall designate two (2) individuals to serve as Class III directors on the TopCo Supervisory Board immediately after the Closing, with each such designation being subject to the prior written consent of the Company (such consent not to be designated by the Sponsorunreasonably withheld, conditioned or delayed). (c) Prior to the mailing of the Registration Statement / Proxy Statement to with the Pre-Closing MEOA HoldersSEC, the Company shall designate one (1) individual to serve as a Class III director on the TopCo Supervisory Board, two (2) individuals to serve as Class II directors on the TopCo Supervisory Board and MEOA two (2) individuals that are Class I directors on the TopCo Supervisory Board, in each case, immediately after the Closing, with each such designation being subject to the prior written consent of ARYA (such consent not to be unreasonably withheld, conditioned or delayed). (d) Prior to the mailing of the Registration Statement / Proxy Statement with the SEC, ARYA and the Company shall mutually agree (such agreement not to each director be unreasonably withheld, conditioned or delayed by either the Company or ARYA) to the directors that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable LawTopCo Supervisory Board. (de) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior Prior to the mailing of the Registration Statement / Proxy Statement with the SEC, ARYA and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or ARYA) to the Pre-Closing MEOA Holdersindividual that will serve as a director on the TopCo Management Board immediately after the Closing. (f) Prior to the mailing of the Registration Statement / Proxy Statement with the SEC, ARYA and the Company may in its sole discretion replace shall mutually agree (such individual with another individual agreement not to serve as such Officer be unreasonably withheld, conditioned or delayed by amending Section 5.16(deither the Company or ARYA) to the individuals that will be members of the Company Disclosure Schedules to include such replacement individual as such OfficerTopCo Executive Committee and the titles thereof, in each case, immediately after the Closing.

Post-Closing Directors and Officers. (a) MEOA The Company shall take or cause to be taken all such action within its power actions as may be necessary or appropriate such that effective immediately after the First Merger Effective Time (i) the MEOA Company Board shall initially consist of five 10 directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directorthree (3) directors, Class II consisting of one director three (3) directors and Class III consisting of two four (4) directors; (ii) the members of the MEOA Company Board are the individuals determined in accordance with Section 5.16(b4.16(b); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Company Board are the individuals determined in accordance with Section 5.16(c4.16(c); and (iv) the officers of MEOA Pathfinder (the “Officers”) are the individuals determined in accordance with Section 5.16(d4.16(d). (b) The MEOA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two ten (10) individuals identified on Section 5.16(b4.16(b) of the Company Disclosure Schedules plus an additional individual to shall be directors on the Company Board immediately after First Merger Effective Time, with eight (8) individuals being deemed designated by the Sponsor. Company as set forth opposite his or her name as a “Company Designee” and being in the class of directors set forth opposite his or her name (ceach, a “Company Designee”), with one individual being deemed designated by Silver Lake as set forth opposite her or her name as a “Silver Lake Designee” and being in the class of directors set forth opposite his or her name (the “Silver Lake Designee”) and one individual being deemed designated by the Sponsor as set forth opposite his or her name as a “Company Designee” and being in the class of directors set forth opposite his or her name (the “Sponsor Designee”). Prior to the mailing of time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) the Company may in its sole discretion replace any Company Designee with any individual by written notice to Pathfinder and the Sponsor and, upon the Company so giving written notice of the replacement of such Company Designee, Section 4.16(b) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as a Company Designee in lieu of, and to serve in the same class of directors as, the individual so replaced, and (ii) the Sponsor may give written notice of its intent to replace the Sponsor Designee to the Pre-Closing MEOA HoldersCompany and, upon the Sponsor so giving written notice of its intent to replace the Sponsor Designee and the written approval of such proposed replacement by the Company (such approval not to be unreasonably withheld, conditioned or delayed), Section 4.16(b) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as the Sponsor Designee in lieu of, and to serve in the same class of directors as, the individual so replaced. Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by Pathfinder prior to the Closing, at least the required number of directors required to be “independent directors” immediately after the First Merger Effective Time under the listing rules of Designated Exchange shall be Company and MEOA shall mutually agree to each director that will serve on Designees. (c) Immediately following the compensation committeeFirst Merger Effective Time, the audit committee and seven (7) individuals identified on Section 4.16(c) of the nominating Company Disclosure Schedule shall serve as a member of the committee of the MEOA Company Board immediately after the Effective Time, based on the qualifications of each directorspecified next to such individual’s name, subject to applicable listing rules of Nasdaq the Designated Exchange and applicable Law. In the event that any such individuals identified on Section 4.16(c) of the Company Disclosure Schedules is replaced as a designee pursuant to Section 4.16(b), then, the Company may designate another individual that will serve as a director of the Company immediately following the First Merger Effective Time to replace such individual to serve on such committee of the Company Board. (d) The individuals identified on Section 5.16(d4.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the First Merger Effective TimeTime designated by the Company, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d4.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company may in its sole discretion designate another individual to replace such individual with another individual to serve as such Officer by amending Section 5.16(d4.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer. (e) At or prior to the Closing, the Company will provide the Sponsor Designee with and, subject to the entry into the same by the Sponsor Designee, will enter into a director indemnification agreement with the Sponsor Designee, in form and substance approved by the Company Board and to be offered to all directors serving on the Company Board as of immediately following the First Merger Effective Time.

Post-Closing Directors and Officers. (a) MEOA Subject to the terms of the Acquiror Organizational Documents, the Acquiror Charter and the Acquiror Bylaws, Acquiror shall take all such action within its power as may be necessary or appropriate such that effective immediately after following the Effective Time Time: (ia) the MEOA Board of Directors of Acquiror shall initially consist of five directors, which shall be divided into three classes, designated Class I, II and IIIeach holding three-year terms, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors; (ii) the members term of the MEOA Board are first class of directors expiring at the individuals determined in accordance with Section 5.16(b); (iii) first annual meeting of stockholders of Acquiror following the members Closing, the term of the compensation committee, audit committee second class of directors expiring at the second annual meeting of stockholders of Acquiror following the Closing (“Class II”) and nominating committee the term of the MEOA Board are third class of directors expiring at the individuals determined in accordance with Section 5.16(cthird annual meeting of stockholders of Acquiror following the Closing (“Class III”); and (iv) the officers of MEOA (the “Officers”) are the individuals determined in accordance with Section 5.16(d).; (b) The MEOA the Board immediately after of Directors of Acquiror shall initially include: (i) up to two director nominees to be designated by Sponsor pursuant to written notice to be delivered to the Effective Time Company as soon as reasonably practicable following the date of this Agreement (one of whom shall consist serve in Class II, and the other of five individuals whom shall serve in accordance with Section 2.1(a)(vClass III). Furthermore, immediately after each of whom shall be reasonably acceptable to the Effective Time, MEOA shall form a strategic advisory committee, which shall consist Company and meet the requirements of the two individuals identified on Section 5.16(bSelected National Securities Exchange for such nominees to be considered independent under the Selected National Securities Exchange rules; (ii) of the Company Disclosure Schedules plus an additional individual such other director nominees to be designated by the Sponsor.Company (and/or by the Pre-Closing Holders, at the Company’s sole discretion) pursuant to written notice to Acquiror following the date of this Agreement; and (c) Prior the initial officers of Acquiror shall be as set forth on Schedule 7.05(c) (which schedule may be modified from time to the mailing time by mutual agreement of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA Acquiror prior to the Closing), who shall mutually agree to each director that will serve on in such capacity in accordance with the compensation committee, terms of the audit committee Acquiror Charter and the nominating committee of the MEOA Board immediately after Acquiror Bylaws following the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA Subject to the terms of their respective Governing Documents, each of the Company and Pubco shall take all such action within its power as may be necessary or appropriate such that effective immediately after following the CPUH Merger Effective Time Time, the Pubco Board shall consist of seven (7) directors, a majority of whom shall be “independent” directors for purposes of NYSE rules (each, an “Independent Director”), to initially consist of: (i) One (1) director to be nominated by ▇▇▇▇▇▇▇▇ ▇▇▇▇; (ii) One (1) director to be nominated by Remus Capital; (iii) One (1) director to be nominated by the MEOA Sponsor; (iv) One (1) Independent Director to be nominated by ▇▇▇▇▇▇▇▇ ▇▇▇▇; (v) One (1) Independent Director to be nominated by Remus Capital; and (vi) Two (2) Independent Directors to be nominated by the Company, one of which to be designated by RTW in accordance with the RTW Side Letter; in each case, who shall serve in such capacity in accordance with the terms of the Pubco Governing Documents and the Investor Rights Agreement following the CPUH Merger Effective Time, provided, that, the Company shall deliver or cause to be delivered by written notice to CPUH, as soon as reasonably practicable after the date hereof (but in any event prior to the effectiveness of the Registration Statement/Proxy Statement), the names of each director to be nominated pursuant to clauses (i), (ii), (iv), (v) and (vi) of this Section 5.17(a). Immediately following the CPUH Merger Effective Time, the non-executive co-chairman and lead independent director of the Pubco Board shall initially consist be as set forth on Section 5.17(a) of five directors, which the Company Disclosure Schedules. (b) The directors shall be divided into three classes, designated Class I, Class II and Class III, with Class I consisting the composition of one director, Class II consisting which shall be determined by the Company following the date of one director and Class III consisting of two directors; (ii) the this Agreement. The members of the MEOA compensation committee, audit committee and nominating committee of the Pubco Board are the individuals Persons determined in accordance with Section 5.16(b5.17(c); . The officers of Pubco (iiithe “Officers”) are the Persons determined in accordance with Section 5.17(d). (c) As soon as reasonably practicable after the date hereof (but in any event prior to the effectiveness of the Registration Statement/Proxy Statement), the Company shall, subject to applicable listing rules of NYSE and applicable Law, designate the members of the Pubco Board, as constituted immediately after the CPUH Merger Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA (the “Officers”) are the individuals determined in accordance with Section 5.16(d). (b) The MEOA Pubco Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the CPUH Merger Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals Persons identified on Section 5.16(d5.17(d) of the Company Disclosure Schedules shall be the Officers immediately after the CPUH Merger Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals any Person identified on Section 5.16(d5.17(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service disability or otherwise) to serve as an Officer, then, no later than 20 days prior to the mailing effectiveness of the Registration Statement / Statement/Proxy Statement to the Pre-Closing MEOA HoldersStatement, the Company may in its sole discretion may, subject to applicable listing rules of NYSE and applicable Law, replace such individual with another individual to serve as such Officer by amending Section 5.16(d5.17(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA shall Holdco shall, subject to applicable Nasdaq listing requirements, take all such necessary action within its power and cause that, effective as may be necessary or appropriate such that effective immediately after of the Effective Time Holdco Reorganization, (i) the MEOA Holdco Board shall initially consist of five up to nine (9) directors, which with one (1) executive director serving an initial term expiring at the third annual general meeting of Holdco to occur after the Closing and up to eight (8) non-executive directors who shall be divided into three classesserve staggered multi-year terms, designated Class Iexpiring at the first, II second and IIIthird annual general meetings of Holdco to occur after the Closing, with Class I consisting the allocation of one director, Class II consisting such terms among such non-executive directors to be determined by mutual agreement between the Company and FLAC following the date of one director and Class III consisting of two directorsthis Agreement; (ii) the members of the MEOA Holdco Board are the individuals Persons determined in accordance with Section 5.16(b) (the “Holdco Board Appointments”); (iii) the members of the compensation committee, audit committee and nominating and corporate governance committee of the MEOA Holdco Board are shall be the individuals non-executive directors determined in accordance with Section 5.16(c); and (iv) the officers of MEOA Holdco (the “Officers”) are shall be the individuals determined in accordance with Section 5.16(d). (b) The MEOA As promptly as practicable following the date of this Agreement, and in any event within sufficient time to allow for customary due diligence and background checks on the designated individuals prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing FLAC Holders, (i) FLAC shall identify two (2) individuals to serve as non-executive directors on the Holdco Board who must (A) be reasonably acceptable to the Company to serve as non-executive directors on the Holdco Board immediately after the Effective Time Holdco Reorganization and (B) qualify as “independent” pursuant to Nasdaq listing standards (the “FLAC Designees”), and (ii) the Company shall consist of five identify up to seven (7) individuals in accordance with Section 2.1(a)(v). Furthermoreto serve as directors, including one executive director and up to six (6) non-executive directors, on the Holdco Board, immediately after the Effective TimeDate (the “Company Designees” and, MEOA shall form a strategic advisory committeetogether with the FLAC Designees, which shall consist of the two “Designees”), such Company Designees anticipated to include the individuals identified on Section 5.16(b) of the Company Disclosure Schedules, in all cases subject to applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. FLAC and the Company will agree in good faith on the initial terms of service for each of the FLAC Designees and Company Designees. Prior to the Effective Date, the Company shall name such Company Designees whose names are not identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual and may replace any Company Designee whose names are identified on Section 5.16(b) of the Company Disclosure Schedules, in each case with such Company Designee being reasonably acceptable to FLAC, which designation shall be designated made by the Sponsorwritten notice and subject to applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA FLAC Holders, FLAC and the Company and MEOA shall mutually agree designate the Designees to each director that will serve on as members of the compensation committee, the audit committee and the nominating and corporate governance committee of the MEOA Board Holdco Board, immediately after the Effective Time, based on the qualifications of each directorDate, subject to applicable listing rules of Nasdaq and applicable Law. In the event that any Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a committee member, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing FLAC Holders, FLAC and the Company shall jointly replace such Designee with another Designee to serve as such committee member. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective TimeHoldco Reorganization, with each such individual holding the title set forth opposite his or her name. In the event that such individuals any individual identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA FLAC Holders, the Company may in its sole discretion may, with the prior written consent to FLAC (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual with another individual to serve as such Officer by amending Section 5.16(dOfficer. (e) At or prior to the Closing, FLAC shall deliver to the Company and Holdco evidence reasonably acceptable to the Company and Holdco that the members of the FLAC Board and the officers of FLAC, in each case immediately prior to the Closing shall have resigned with effect as of immediately preceding the Effective Date. (f) Effective as of the Effective Date and as a result of the Merger, the directors and officers of ▇▇▇▇▇▇ Sub immediately prior to the Effective Date shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the Governing Documents of the Surviving Company Disclosure Schedules to include such replacement individual as such Officeruntil their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

Post-Closing Directors and Officers. (a) MEOA Each of Acquiror and the Company shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time Time: (i) the MEOA Acquiror Board shall initially consist of five thirteen (13) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directorfour (4) directors, Class II consisting of one director four (4) directors and Class III consisting of two five (5) directors; (ii) the members of the MEOA Acquiror Board are the individuals determined in accordance with Section 5.16(b)8.08(b) provided, however, that in the event that any Person or group of Persons entitled to designate a member of the Acquiror Board pursuant to this Section 8.08 fails to provide written notice of such designation prior to the time at which the Registration Statement / Proxy Statement is declared effective, such member of the Acquiror Board shall be designated by agreement of a majority of the other Persons then designated to serve on the Acquiror Board following the Effective Time; (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Acquiror Board are the individuals determined in accordance with Section 5.16(c8.08(c); and (iv) the officers of MEOA Acquiror (the “Officers”) are the individuals determined in accordance with Section 5.16(d8.08(d). (b) The MEOA Board Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act: (i) the Company shall designate four (4) individuals to serve as a Class I director on the Acquiror Board, four (4) individuals to serve as a Class II director on the Acquiror Board, and four (4) individuals to serve as a Class III director on the Acquiror Board, in each case, immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v(each, a “Company Designee”). FurthermorePrior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, immediately after the Effective TimeCompany may, MEOA by giving Acquiror and Sponsor written notice, replace any Company Designee with any other individual. (ii) Sponsor shall form designate one (1) individual to serve as a strategic advisory committeeClass III director on the Acquiror Board (the “Sponsor Designee”); provided, however, that the Sponsor shall consult with Company and Company shall have a consent right (such consent not to be unreasonably withheld, conditioned or delayed by the Company, which standard of reasonableness shall consist include, without limitation, that the Sponsor Designee meets the parameters set forth in Schedule 8.08(b)) with respect to the designation of the two individuals identified on Section 5.16(b) of Sponsor Designee. Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Sponsor may, by giving Acquiror and the Company Disclosure Schedules plus an additional written notice, replace any Sponsor Designee with any other individual (subject to be designated by the Sponsorconsent right of Company as set forth in the preceding sentence). (c) Prior to the mailing of time at which the Registration Statement / Proxy Statement to is declared effective under the Pre-Closing MEOA HoldersSecurities Act, the Company and MEOA Company, in consultation with the Acquiror, shall mutually agree to designate each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Acquiror Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq NYSE (or, if applicable in accordance with Section 7.07(b), Nasdaq) and applicable LawSecurities Laws. (d) The individuals identified on Section 5.16(dSchedule 8.08(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any such individuals individual identified on Section 5.16(dSchedule 8.08(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service disability or otherwise) to serve as an Officer, then, prior to the mailing of time at which the Registration Statement / Proxy Statement to is declared effective under the Pre-Closing MEOA HoldersSecurities Act, the Company may in its sole discretion may, replace such individual with another individual to serve as such Officer by amending Section 5.16(dand thereafter Schedule 8.08(d) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as such Officeran Officer in lieu of, and to serve with the same title as, the individual so replaced.

Post-Closing Directors and Officers. (a) MEOA Each of Tailwind and the Company shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time Time: (i) the MEOA Tailwind Board shall initially consist of five seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directortwo (2) directors, Class II consisting of one director two (2) directors and Class III consisting of two three (3) directors; (ii) the members of the MEOA Tailwind Board are the individuals determined in accordance with Section 5.16(b), Section 5.16(c), Section 5.16(d) and Section 5.16(e) (provided, however, that in the event that any Person or group of Persons entitled to designate a member of the Tailwind Board pursuant to this Section 5.16 fails to provide written notice of such designation prior to the time at which the Registration Statement / Proxy Statement is declared effective, such member of the Tailwind Board shall be designated by agreement of a majority of the other Persons then designated to serve on the Tailwind Board following the Effective Time); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Tailwind Board are the individuals determined in accordance with Section 5.16(c5.16(f); and (iv) the officers of MEOA Tailwind (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.16(g). (b) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company shall designate one (1) individual to serve as Class II director on the Tailwind Board and one (1) individual to serve as a Class III director on the Tailwind Board, in each case, immediately after the Effective Time (each, a “Company Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company may, by giving Tailwind and the Tailwind Sponsor written notice, replace any Company Designee with any other individual. Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by Tailwind and the Tailwind Sponsor, in no event shall there be any Company Designee that would not qualify as “independent directors” under the listing rules of NYSE immediately after the Effective Time (whether as a result of the replacement of any Company Designee as contemplated by this Section 5.16(b) or otherwise). (c) The MEOA individual identified on Section 5.16(c) of the Company Disclosure Schedule shall be a director on the Tailwind Board immediately after the Effective Time, with such individual being in the class of directors set forth opposite his or her name (the “Company CEO Designee”). The Company CEO Designee may not be replaced with any individual without the prior written consent of the Company and Tailwind; provided, however, that neither the Company nor Tailwind shall unreasonably withhold, condition or delay its consent to the replacement of the Company CEO Designee with any individual that is hired by the Company as a replacement Chief Executive Officer prior to the Closing as a result of the death, disability or termination of employment for cause by the Company of the initial Company CEO Designee. (d) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Cannae PIPE Investor shall designate one (1) individual to serve as a Class III director on the Tailwind Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v(the “Cannae Designee”). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior to the mailing of time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Cannae PIPE Investor may, by giving the Company, Tailwind and the Tailwind Sponsor written notice, replace the Cannae Designee with any other individual. (e) Prior to the Pre-Closing MEOA Holderstime at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Tailwind Sponsor shall, after reasonably consulting with the Company, designate two (2) individuals to serve as Class I directors on the Tailwind Board and one (1) individual to serve as a Class II director on the Tailwind Board, in each case, immediately after the Effective Time (the “Tailwind Designees”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Tailwind Sponsor may, by giving the Company written notice, replace any Tailwind Designee with any other individual and after reasonably consulting with the Company. Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by the Company, in no event shall there be less than two (2) Tailwind Designees that would qualify as “independent directors” under the listing rules of NYSE immediately after the Effective Time. (f) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company and MEOA shall mutually agree to designate each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Tailwind Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq NYSE and applicable LawFederal Securities Laws. (dg) The individuals identified on Section 5.16(d5.16(g) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any such individuals individual identified on Section 5.16(d5.16(g) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service disability or otherwise) to serve as an Officer, then, prior to the mailing of time at which the Registration Statement / Proxy Statement to is declared effective under the Pre-Closing MEOA HoldersSecurities Act, the Company may in its sole discretion may, with the prior written consent of Tailwind Sponsor (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual with another individual to serve as such Officer by amending and, if the Tailwind Sponsor provides its consent to the replacement of such Officer, then Section 5.16(d5.16(g) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as such Officeran Officer in lieu of, and to serve with the same title as, the individual so replaced.

Post-Closing Directors and Officers. (a) MEOA ARYA shall take all such action within its power as may be necessary or reasonably appropriate such that effective immediately after as of the Effective Time Time: (i) the MEOA ARYA Board shall initially consist of five nine (9) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directorthree (3) directors, Class II consisting of one director three (3) directors and Class III consisting of two three (3) directors; provided, that, if an individual is not identified to serve as a director pursuant to Section 5.18(d), then one director seat shall be vacant following the Effective Time until a director is appointed or elected to fill such vacant directorship in accordance with the Governing Documents of ARYA; (ii) the members of the MEOA ARYA Board are the individuals determined in accordance with Section 5.16(b5.18(b), Section 5.18(c) and Section 5.18(d); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA ARYA Board are the individuals determined in accordance with Section 5.16(c5.18(e); and (iv) the officers of MEOA ARYA (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.18(f). (b) The MEOA individual identified on Section 5.18(b) of the ARYA Disclosure Schedules shall be a director on the ARYA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committeewith such individual being in the class of directors set forth opposite his or her name (the “ARYA Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, which shall consist the ARYA Sponsor may, by giving the Company and ARYA written notice, replace the ARYA Designee with any individual and, upon the ARYA Sponsor so giving notice of the two replacement of the ARYA Designee, Section 5.18(b) of the ARYA Disclosure Schedules shall automatically be deemed amended to include such replacement individual as the ARYA Designee in lieu of, and to serve in the same class of directors as, the individual so replaced. (c) The seven (7) individuals identified on Section 5.16(b5.18(c) of the Company Disclosure Schedules plus an additional shall be directors on the ARYA Board immediately after the Effective Time, with each such individual to be designated by being in the Sponsor. class of directors set forth opposite his or her name (c) each, a “Company Designee”). Prior to the mailing of time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) the Company may, by giving ARYA and the ARYA Sponsor written notice, replace any Company Designee with any other individual that is a member of the Company Board or is a Company Board observer, in either case, as of the date of this Agreement and, upon the Company so giving notice of the replacement of such Company Designee, Section 5.18(c) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as a Company Designee in lieu of, and to serve in the same class of directors as, the individual so replaced or (ii) the Company may, with the prior written consent of ARYA and the ARYA Sponsor (such consent not to be unreasonably withheld, conditioned or delayed by either ARYA or the ARYA Sponsor), replace any Company Designee with any other individual and, if ARYA and the ARYA Sponsor each provides its written consent to the Pre-Closing MEOA Holdersreplacement of any such Company Designee pursuant to this clause (ii), then Section 5.18(c) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as a Company Designee in lieu of, and to serve in the same class of directors as, the individual so replaced. Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by ARYA and the ARYA Sponsor, in no event shall there be less than four (4) Company Designees that qualify as “independent directors” (as defined in Nasdaq rule 5605(a)(2)) (whether as a result of the replacement of any Company Designee as contemplated by this Section 5.18(c) or otherwise). (d) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company may identify one individual that qualifies as an “independent director” under the listing rules of Nasdaq and MEOA is reasonably acceptable to the ARYA Sponsor to serve as a Class III director of the ARYA Board immediately after the Effective Time. (e) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company shall mutually agree to designate each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA ARYA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable LawFederal Securities Laws. (df) The individuals identified on Section 5.16(d5.18(f) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any such individuals individual identified on Section 5.16(d5.18(f) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service service, or otherwise) to serve as an Officer, then, prior to the mailing of time at which the Registration Statement / Proxy Statement to is declared effective under the Pre-Closing MEOA HoldersSecurities Act, the Company may in its sole discretion may, with the prior written consent of ARYA Sponsor (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual with another individual to serve as such Officer by amending and, if the ARYA Sponsor provides its consent to the replacement of such Officer, then Section 5.16(d5.18(f) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as an Officer in lieu of, and to serve with the same title as, the individual so replaced. (g) The obligations of ARYA pursuant to Section 5.18(a) shall include ARYA causing the removal or resignation of the applicable officers and directors of ARYA prior to or at the Effective Time for purposes of effectuating the agreements therein, to the extent such Officerremoval or resignation has not otherwise occurred prior to the Effective Time.

Post-Closing Directors and Officers. (a) MEOA In accordance with the Amended and Restated Zanite Organizational Documents and the Stockholders Agreement, the Parties shall take all such action actions within its their power as may be necessary or appropriate appropriate, including causing the directors of Zanite to resign, such that effective immediately after following, and conditioned upon, the Effective Time Closing: (a) the Board of Directors of Zanite shall consist of seven (7) members, which shall initially include: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ as the MEOA Board shall initially consist director nominee of five directors, which shall be divided into three classes, designated Class I, II and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors; the Sponsor (the “Sponsor Nominee”); (ii) five (5) director nominees to be designated by EAH pursuant to written notice to be delivered to Zanite prior to the members Closing (the “Embraer Nominees”), at least three (3) of whom shall qualify as “independent” directors under the MEOA Board are Approved Stock Exchange listing rules (the individuals determined in accordance with Section 5.16(b“Embraer Independent Nominee”); and (iii) one (1) remaining director nominee to be mutually agreed by EAH and the members of Sponsor, which nominee shall qualify as an “independent” director under the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA Approved Stock Exchange listing rules (the “OfficersJoint Nominee”) are the individuals determined in accordance with Section 5.16(d).; (b) The MEOA the Board immediately after of Directors of Zanite shall have at least five (5) “independent” directors for the Effective Time purposes of the Approved Stock Exchange, as applicable, each of whom shall consist of five individuals serve in such capacity in accordance with Section 2.1(a)(vthe terms of the Amended and Restated Zanite Organizational Documents following the Closing; (c) the Board of Directors of Zanite will be a classified board with three classes of directors, with: (i) a first class of directors (the “Class I Directors”). Furthermore, immediately initially serving a term effective from the Closing until the first annual meeting of the stockholders of Zanite held after the Effective TimeClosing (but any subsequent Class I Directors serving a three (3)-year term), MEOA shall form with the Joint Nominee and one (1) Embraer Independent Nominee to serve as Class I Directors; (ii) a strategic advisory committeesecond class of directors (the “Class II Directors”), which shall consist initially serving a term effective from the Closing until the second annual meeting of stockholders of Zanite held following the Closing (but any subsequent Class II Directors serving a three (3)-year term), with two (2) Embraer Independent Nominees to serve as Class II Directors; and (iii) a third class of directors (the “Class III Directors”), serving a term effective from the Closing until the third annual meeting of stockholders of Zanite held following the Closing (and any subsequent Class III Directors serving a three (3)-year term), with the Sponsor Nominee and the two individuals identified (2) remaining Embraer Nominees to serve as Class III Directors; and (d) the initial officers of Zanite shall be as set forth on Section 5.16(b) 2.5 of the Company Disclosure Schedules plus an additional individual to be designated by Letter, who shall serve in such capacity in accordance with the Sponsor. (c) Prior to the mailing terms of the Registration Statement / Proxy Statement to Amended and Restated Zanite Organizational Documents following the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable LawClosing. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA Following the date of this Agreement and prior to the mailing of the Registration Statement / Proxy Statement to the ALPA Stockholders, the Company shall, subject to applicable listing rules of Nasdaq and applicable Law, designate in writing to ALPA up to seven (7) Persons that will serve on the ALPA Board as of immediately after the Effective Time, of which one (1) shall be the Person set forth on Section 5.16(a) of the Company Disclosure Schedules, including the allocation of the Company’s designated directors among ALPA’s three classes of directors and the members of the compensation committee, audit committee and nominating committee of the ALPA Board as of immediately after the Effective Time. ALPA shall take all such action within its power as may be necessary or appropriate such that effective to give effect to the Company’s designations as of immediately after the Effective Time and for the officers of ALPA (ithe “Officers”) as of immediately after the MEOA Board shall initially consist of five directors, which shall Effective Time to be divided into three classes, designated Class I, II and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors; (ii) the members of the MEOA Board are the individuals determined in accordance with Section 5.16(b); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) . For the officers avoidance of MEOA (the “Officers”) are the individuals determined in accordance with Section 5.16(d). (b) The MEOA Board immediately after the Effective Time shall consist doubt, as of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which the ALPA Board shall consist of the Persons designated by the Company pursuant to this Section 5.16(a) plus two individuals (2) directors, for a total of up to nine (9) directors. (b) Notwithstanding the Company’s designation rights under Section 5.16(a), the Persons identified on Section 5.16(b) of the Company ALPA Disclosure Schedules plus an additional individual to shall be designated by directors on the Sponsor. ALPA Board immediately after the Effective Time, with such individuals being in the class of directors set forth opposite his name (c) the “▇▇▇▇ Designees”). Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, ALPA Stockholders and the Company and MEOA shall mutually agree to each director that will serve on Stockholders, ALPA may, with the compensation committee, the audit committee and the nominating committee prior written consent of the MEOA Board immediately after the Effective TimeCompany, based on the qualifications of each director, subject replace any ALPA Designee with any individual by amending such Schedule to applicable listing rules of Nasdaq and applicable Lawinclude such replacement individual. (dc) The individuals Persons identified on Section 5.16(d5.16(c) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals any Person identified on Section 5.16(d5.16(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service disability or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA HoldersALPA Stockholders, the Company may in its sole discretion may, subject to applicable listing rules of Nasdaq and applicable Law, replace such individual with another individual to serve as such Officer by amending Section 5.16(d5.16(c) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA Subject to applicable Law and the listing rules of Nasdaq, THMA shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the MEOA THMA Board shall initially consist of five seven (7) directors, which shall be divided into three (3) classes, designated as Class I, II and III, with Class I consisting of one directorthree directors, Class II consisting of one director two directors and Class III consisting of two directors; (ii) the members of the MEOA THMA Board are the seven (7) individuals determined in accordance with set forth on Section 5.16(b)6.16(b) of the Company Disclosure Schedules; (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA THMA Board are the individuals determined in accordance with set forth on Section 5.16(c)6.16(c) of the Company Disclosure Schedules; and (iv) the officers of MEOA THMA (the “Officers”) are the individuals determined in accordance with set forth on Section 5.16(d)6.16(d) of the Company Disclosure Schedules. (b) The MEOA individuals set forth on Section 6.16(b)(i) of the Company Disclosure Schedules shall be directors on the THMA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, such class that is identified next to such individual’s name immediately after the Effective Time, MEOA shall form a strategic advisory committee, up to one (1) of which shall consist of the two individuals identified may be specified on Section 5.16(b6.16(b)(i) of the Company Disclosure Schedules plus an additional as designated by THMA (the “THMA Director”) and up to six (6) of which may be specified on Section 6.16(b) of the Company Disclosure Schedules as designated by the Company (the “Company Directors”). At any time prior to the declaration of the effective of the Registration Statement / Proxy Statement by the SEC, (i) THMA may amend Section 6.16(b)(i) of the Company Disclosure Schedules to add or update, as applicable, the individual to be designated by as the SponsorTHMA Director and (ii) the Company may amend Section 6.16(b)(i) of the Company Disclosure Schedules to add or update, as applicable, one or more individuals to be designated as a Company Director. In the event that (i) the THMA Director is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a director prior to the Closing, then THMA shall have the right to designate a replacement director and (ii) a Company Director is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a director prior to the Closing, then the Company shall have the right to designate a replacement director, in each case, subject to applicable Law and the listing rules of Nasdaq; provided that, in each case, the Parties shall consult each other in good faith with respect to the selection of a replacement director (such consent not to be unreasonably withheld, conditioned or delayed) and, if such director served on any committee of the THMA Board, to appoint a replacement director to such committee. Section 6.16(b)(ii) of the Company Disclosure Schedules shall list the individuals who shall have observer rights with respect to the THMA Board following the Closing, which shall be subject to each individual’s entry into a board observer agreement in a form reasonably acceptable to THMA and the Company. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA THMA Holders, the Company and MEOA THMA shall mutually agree to each director on the directors that will be nominated to serve on the compensation committee, the audit committee and the nominating committee of the MEOA THMA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified current officers of the Company, as set forth on Section 5.16(d6.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d6.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA THMA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d6.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA shall Holdco shall, subject to applicable Nasdaq listing requirements, take all such necessary action within its power and cause that, effective as may be necessary or appropriate such that effective immediately after of the Effective Time Holdco Reorganization, (i) the MEOA Holdco Board shall initially consist of five up to nine (9) directors, which with one (1) executive director serving an initial term expiring at the third annual general meeting of Holdco to occur after the Closing and up to eight (8) non-executive directors who shall be divided into three classesserve staggered multi-year terms, designated Class Iexpiring at the first, II second and IIIthird annual general meetings of Holdco to occur after the Closing, with Class I consisting the allocation of one director, Class II consisting such terms among such non-executive directors to be determined by mutual agreement between the Company and FLAC following the date of one director and Class III consisting of two directorsthis Agreement; (ii) the members of the MEOA Holdco Board are the individuals Persons determined in accordance with Section 5.16(b) (the “Holdco Board Appointments”); (iii) the members of the compensation committee, audit committee and nominating and corporate governance committee of the MEOA Holdco Board are shall be the individuals non-executive directors determined in accordance with Section 5.16(c); and (iv) the officers of MEOA Holdco (the “Officers”) are shall be the individuals determined in accordance with Section 5.16(d). (b) The MEOA As promptly as practicable following the date of this Agreement, and in any event within sufficient time to allow for customary due diligence and background checks on the designated individuals prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing FLAC Holders, (i) FLAC shall identify two (2) individuals to serve as non-executive directors on the Holdco Board who must (A) be reasonably acceptable to the Company to serve as non-executive directors on the Holdco Board immediately after the Effective Time Holdco Reorganization and (B) qualify as “independent” pursuant to Nasdaq listing standards (the “FLAC Designees”), and (ii) the Company shall consist of five identify up to seven (7) individuals in accordance with Section 2.1(a)(v). Furthermoreto serve as directors, including one executive director and up to six (6) non-executive directors, on the Holdco Board, immediately after the Effective TimeDate (the “Company Designees” and, MEOA shall form a strategic advisory committeetogether with the FLAC Designees, which shall consist of the two “Designees”), such Company Designees anticipated to include the individuals identified on Section 5.16(b) of the Company Disclosure Schedules, in all cases subject to applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. FLAC and the Company will agree in good faith on the initial terms of service for each of the FLAC Designees and Company Designees. Prior to the Effective Date, the Company shall name such Company Designees whose names are not identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual and may replace any Company Designee whose names are identified on Section 5.16(b) of the Company Disclosure Schedules, in each case with such Company Designee being reasonably acceptable to FLAC, which designation shall be designated made by the Sponsorwritten notice and subject to applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA FLAC Holders, FLAC and the Company and MEOA shall mutually agree designate the Designees to each director that will serve on as members of the compensation committee, the audit committee and the nominating and corporate governance committee of the MEOA Board Holdco Board, immediately after the Effective Time, based on the qualifications of each directorDate, subject to applicable listing rules of Nasdaq and applicable Law. In the event that any Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a committee member, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing FLAC Holders, FLAC and the Company shall jointly replace such Designee with another Designee to serve as such committee member. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective TimeHoldco Reorganization, with each such individual holding the title set forth opposite his or her name. In the event that such individuals any individual identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA FLAC Holders, the Company may in its sole discretion may, with the prior written consent to FLAC (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual with another individual to serve as such Officer by amending Section 5.16(dOfficer. (e) At or prior to the Closing, FLAC shall deliver to the Company and Holdco evidence reasonably acceptable to the Company and Holdco that the members of the FLAC Board and the officers of FLAC, in each case immediately prior to the Closing shall have resigned with effect as of immediately preceding the Effective Date. (f) Effective as of the Effective Date and as a result of the Merger, the directors and officers of Merger Sub immediately prior to the Effective Date shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the Governing Documents of the Surviving Company Disclosure Schedules to include such replacement individual as such Officeruntil their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

Post-Closing Directors and Officers. (a) MEOA CHFW shall take all such action actions within its power as may be necessary or appropriate such that (assuming the Company satisfies its obligations under Section 5.16(b) and (c)) effective immediately after the Effective Time (i) the MEOA CHFW Board shall initially consist of five nine (9) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directorthree (3) directors who shall initially be re-elected at the 2022 annual stockholders meeting, Class II consisting of one director three (3) directors who shall initially be re-elected at the 2023 annual stockholders meeting and Class III consisting of two directorsthree (3) directors who shall initially be re-elected at the 2024 annual stockholders meeting; (ii) the members of the MEOA CHFW Board are the individuals determined in accordance with Section 5.16(b); ) and (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA CHFW (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.16(c). (b) The MEOA Board immediately after Promptly following the Effective Time shall consist of five date hereof, and in any event within sufficient time to allow for customary due diligence and background checks and on the designated individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA CHFW Holders, (i) CHFW shall identify one (1) individual (reasonably acceptable to the Company and MEOA shall mutually agree chief executive officer of the Company) to each be a director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA CHFW Board immediately after the Effective Time, based Time (the “CHFW Designee”) and (ii) the Company shall identify eight (8) individuals (reasonably acceptable to CHFW) to be directors on the qualifications of each director, CHFW Board immediately after the Effective Time (the “Company Designees”) in all cases subject to applicable listing rules of Nasdaq and applicable LawLaw and subject to customary due diligence and review of background checks. The CHFW Designee shall be appointed to Class III and the Company Designees shall be appointed to such Classes as the Company reasonably determines. Prior to the Effective Time, the Company may in its sole discretion replace any Company Designee with any individual (reasonably acceptable to CHFW) by written notice and subject to applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. Sponsor may in its sole discretion (x) appoint an individual to fill any vacancies created by the resignation, removal, death or incapacity of the CHFW Designee should any such resignation, removal, death or incapacity of the CHFW Designee occur prior to the date that is two (2) years from the date of the CHFW Shareholders Meeting and (ii) replace the CHFW Designee prior to the Effective Time; in each of clauses (x) and (y) with any individual (reasonably acceptable to the chief executive officer of the Company) by written notice and subject to applicable listing rules of Nasdaq and applicable Law and subject to customary due diligence and review of background checks. (dc) The individuals identified on Section 5.16(d5.16(c) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals any individual identified on Section 5.16(d5.16(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA CHFW Holders, the Company may in its sole discretion may, with the prior written consent of CHFW (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual with another individual to serve as such Officer by amending Section 5.16(d5.16(c) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA JAWS shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the MEOA Board board of directors of New JAWS (the “New JAWS Board”) shall initially consist of five nine (9) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directorthree (3) directors with an initial term that expires in 2022, Class II consisting of one director three (3) directors with an initial term that expires in 2023, and Class III consisting of two directorsthree (3) directors with an initial term that expires in 2024; (ii) the members of the MEOA New JAWS Board are will be the individuals determined in accordance with Section 5.16(b5.15(b); and (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA JAWS (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.15(c). (b) The MEOA directors on the New JAWS Board immediately after the Effective Time (each, a “Director”) shall consist of five ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and the six (6) individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated identified by the Sponsor. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (c) Prior subject to the mailing reasonable approval of JAWS, ▇▇▇▇ America and InTandem) (the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the “Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her nameDesignees”). In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules ▇▇. ▇▇▇▇▇▇▇▇▇▇ is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officera Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA JAWS Holders, the Company Sponsor may in its sole discretion (subject to the reasonable approval of the Seller, ▇▇▇▇ America and InTandem) replace such individual with another individual to serve as such Officer by amending Section 5.16(dDirector. In the event that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, InTandem may (subject to the reasonable approval of JAWS, ▇▇▇▇ America and the Seller) replace such individual with another individual to serve as such Director. In the event that ▇▇. ▇▇▇▇▇▇▇▇▇ is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, the Seller may (subject to the reasonable approval of JAWS, ▇▇▇▇ America and InTandem) replace such individual with another individual to serve as such Director. In the event that any Company Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ may (subject to the reasonable approval of JAWS and InTandem) replace such individual with another individual to serve as such Company Designee. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing JAWS Holders, the board of directors of the Company Disclosure Schedules to include such replacement shall designate whether each individual who will serve on the New JAWS Board immediately after the Effective Time will be designated as such Officera member of Class I, Class II or Class III; provided, that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ shall serve as a member of Class I, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall serve as a member of Class II and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall serve as a member of Class III. ▇▇.

Post-Closing Directors and Officers. (a) MEOA Priveterra and the Company shall take, or cause to be taken, all actions as may be necessary or appropriate such that effective immediately after the Effective Time, the Priveterra Board shall consist of seven (7) directors. The directors shall be divided into three classes, designated Class I, Class II and Class III, the composition of which shall be determined by mutual agreement between Priveterra and the Company following the date of this Agreement. The members of the Priveterra Board are the Persons determined in accordance with Section 5.16(b), Section 5.16(c) and Section 5.16(d). The members of the compensation committee, audit committee and nominating committee of the Priveterra Board are the Persons determined in accordance with Section 5.16(d). The Officers are the Persons determined in accordance with Section 5.16(e). (b) Three (3) individuals, who shall be nominated by the Company, in good-faith after consultation with Priveterra, prior to the effectiveness of the Registration Statement/Proxy Statement, shall be directors on the Priveterra Board immediately after the Effective Time, with such individuals being in the class of directors determined by mutual agreement between Priveterra and the Company following the date of this Agreement and at least one of such individuals being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Company Designees”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company may, subject to applicable listing rules of the Listing Exchange and applicable Law, replace the Company Designees with any individuals subject to the mutual agreement of Priveterra and the Company. Priveterra shall take all such action within its power as may be necessary or appropriate such that effective to give effect to the Company’s director designations (and its own designations, pursuant to Section 5.16(c)) as of immediately after the Effective Time and for the officers of Priveterra (ithe “Officers”) as of immediately after the MEOA Board shall initially consist of five directors, which shall Effective Time to be divided into three classes, designated Class I, II and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors; (ii) the members of the MEOA Board are the individuals determined in accordance with Section 5.16(e). (c) Notwithstanding the Company’s designation rights under Section 5.16(b); , two (iii2) individuals, who shall be nominated by the Sponsor, in good-faith after consultation with the Company, prior to the effectiveness of the Registration Statement/Proxy Statement, shall be directors on the Priveterra Board immediately after the Effective Time, with such individuals being in the class of directors determined by mutual agreement between P▇▇▇▇▇▇▇▇▇ and the Company following the date of this Agreement and at least one of such individuals being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Priveterra Designees”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Priveterra may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Priveterra Designees with any individuals subject to the mutual agreement of Sponsor and the Company. (d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Priveterra (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate two (2) Persons designated by the Company who shall be directors on the Priveterra Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Priveterra and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company may, subject to applicable listing rules of the Listing Exchange and applicable Law and in consultation with Priveterra, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Priveterra Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA (the “Officers”) are the individuals determined in accordance with Section 5.16(d). (b) The MEOA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Priveterra Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (de) The individuals Persons identified on Section 5.16(d5.16(e) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals any Person identified on Section 5.16(d5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service disability or otherwise) to serve as an Officer, then, no later than 20 days prior to the mailing effectiveness of the Registration Statement / Statement/Proxy Statement to the Pre-Closing MEOA HoldersStatement, the Company may in its sole discretion may, subject to applicable listing rules of the Listing Exchange and applicable Law, replace such individual with another individual to serve as such Officer by amending Section 5.16(d5.16(e) of the Company Disclosure Schedules to include such replacement individual as such Officer. (f) At or prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of Priveterra Designees with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Priveterra Designees) with and, subject to the entry into the same by the Priveterra Designees, will enter into a director indemnification agreement with the Priveterra Designees, in a form and substance approved by the Priveterra Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Priveterra Designee be less favorable to the underlying director than those (if any) entered into by Priveterra with any other members of the Priveterra Board.

Post-Closing Directors and Officers. (a) MEOA HoldCo shall take all such action within its power actions as may be necessary or reasonably appropriate such that effective immediately after the Company Merger Effective Time Time: (i) the MEOA HoldCo Board shall initially consist of five up to seven (7) directors, which shall be divided into three (3) classes, with directors serving staggered three-year terms, designated Class I, II and III, with Class I consisting of one directortwo (2) directors whose initial terms expire at the first annual meeting of the stockholders of HoldCo following the Closing Date, Class II consisting of one director two (2) directors whose initial terms expire at the second annual meeting of the stockholders of HoldCo following the Closing Date, and Class III consisting of two directorsup to three (3) directors whose initial terms expire at the third annual meeting of the stockholders of HoldCo following the Closing Date; and (ii) the members of the MEOA HoldCo Board are the individuals determined in accordance with Section 5.16(b5.18(b); . (b) Prior to the date that the Registration Statement/Proxy Statement is declared effective under the Securities Act, (i) the Company, following consultation with CBRG and the CBRG Sponsor, shall designate two (2) individuals to serve as initial directors on the HoldCo Board immediately after the Company Merger Effective Time, (A) each of whom shall be reasonably acceptable to CBRG and the CBRG Sponsor, (B) one (1) of whom shall be Class I directors and one (1) of whom shall be a Class II director (each, a “Company Designee”), (ii) the CBRG Sponsor, following consultation with the Company, shall designate two (2) individuals to serve as initial directors on the HoldCo Board immediately after the Company Merger Effective Time, one (1) of whom shall be a Class II director and one (1) of whom shall be Class III directors (the “CBRG Designees”), in each case, as determined by the CBRG Sponsor, and (iii) CBRG Sponsor and Company shall mutually agree on three (3) individuals to serve as initial directors on the members HoldCo Board immediately after the Company Merger Effective Time. Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by the CBRG Sponsor prior to the date that the Registration Statement/Proxy Statement is declared effective under the Securities Act, the Company Designees shall include one (1) individuals that qualify as “independent directors” under the listing rules of Nasdaq; provided that if the HoldCo Board does not require all of the compensation committeeCompany Designees to be “independent directors” (due to the fact that there is more than two CBRG Designee that qualifies as an “independent director” under the listing rules of Nasdaq as of immediately after the Company Merger Effective Time), audit committee and nominating committee then upon the written consent of the MEOA Board are CBRG Sponsor, a number less than one of the Company Designees may be individuals that do not qualify as “independent directors,” provided that all such Company Designees shall be reasonably acceptable to the CBRG Sponsor. (c) As promptly as reasonably practicable following the date hereof and in any event prior to the time at which the Registration Statement/Proxy Statement is declared effective under the Securities Act, the Company shall, in consultation with CBRG and the CBRG Sponsor, designate the individuals determined in accordance with Section 5.16(c); and (iv) the who shall serve as initial officers of MEOA HoldCo (the “Officers”) are the individuals determined in accordance with Section 5.16(d). (b) The MEOA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Company Merger Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any such individuals identified on Section 5.16(d) of the Company Disclosure Schedules individual is unwilling or unable (whether due to death, disability, termination of service disability or otherwise) to serve as an Officer, then, prior to the mailing of time at which the Registration Statement / Statement/Proxy Statement to is declared effective under the Pre-Closing MEOA HoldersSecurities Act, the Company Company, may in its sole discretion with the prior written consent of CBRG and the CBRG Sponsor (such consent not to be unreasonably withheld, conditioned or delayed) replace such individual with another individual to serve as such Officer by amending Section 5.16(dand, if CBRG and the CBRG Sponsor provides its consent to the replacement of such Officer, then such replacement individual shall serve as an Officer in lieu of, and to serve with the same title as, the individual so replaced. (d) At or prior to the Closing, HoldCo will provide the CBRG Sponsor (on behalf of the CBRG Designees) and each of the Company Disclosure Schedules Designees with and, subject to include the entry into the same by the CBRG Designees and the Company Designees, will enter into a director indemnification agreement with the CBRG Designees and the Company Designees, in a form and substance approved by the Holdco Board and reasonably acceptable to the CBRG Sponsor; provided, however, that in no event shall the terms and conditions of any such replacement individual as such Officerdirector indemnification agreement entered into by the CBRG Sponsor be less favorable to the underlying director than those (if any) entered into by HoldCo with any other members of the HoldCo Board following the Closing.

Post-Closing Directors and Officers. (a) MEOA The Company, SPAC and TopCo shall take all such action commercially reasonable actions within its power their respective powers as may be necessary or appropriate such that effective that, immediately after following the Merger Effective Time Time, the Board of Directors of TopCo (ithe “Post-Closing Board of Directors”) the MEOA Board shall initially consist of five directors, which (5) directors as follows: (i) one (1) individual shall be divided into three classesdesignated by Sponsor or its Affiliates (provided such individuals are reasonably acceptable to the Company), designated Class Iwho shall qualify as an “independent” for purposes of the Exchange Act and the rules promulgated thereunder and under the rules of the national stock exchange on which the TopCo Common Shares are traded, II and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors; (ii) four (4) individuals shall be designated by the members Company, in each case of clauses (i) and (ii), as soon as reasonably practicable following the date of this Agreement; provided that the Post-Closing Board of Directors shall consist of such number of independent directors (for purposes of the MEOA Exchange Act and the rules promulgated thereunder) as may be required by Nasdaq or NYSE, as applicable, of which, at least one shall meet the “financial expert” requirements of Nasdaq or NYSE, as applicable. One (1) individual designated by Sponsor or its Affiliates shall be appointed as an observer (the “Observer”) to the Post-Closing Board are of Directors (with no power to vote on any matter before the individuals determined in accordance with Section 5.16(b); Post-Closing Board of Directors) for an initial term of one (iii1) year following the members Closing, to be extended at the sole discretion of the TopCo; provided that the Observer enters into a confidentiality agreement with TopCo in a form reasonably satisfactory to TopCo, and provided, further, that TopCo reserves the right to (A) exclude the Observer from access to any materials or meeting or portion thereof if TopCo determines that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential information or for other similar reasons, or if TopCo determines in good faith that the Observer has a conflict of interest, or (B) at the discretion of the applicable committee, exclude the Observer from access to any meeting materials or meeting (or portion thereof) of the nominating committee, compensation committee, audit committee and nominating any other committee of the MEOA Post-Closing Board are of Directors performing similar functions or which the individuals determined in accordance with Section 5.16(c); and (iv) the officers listing rules of MEOA (the “Officers”) are the individuals determined in accordance with Section 5.16(d)Nasdaq or NYSE, as applicable, require to have such discretion. (b) The MEOA Board immediately after initial officers of TopCo shall be the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist existing officers of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor. (c) Prior Company, except to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, extent otherwise mutually agreed by the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, SPAC prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such OfficerClosing.

Post-Closing Directors and Officers. (a) MEOA The Parties shall take all such action within its their power as may be necessary or appropriate such that effective immediately after as of the Effective Time Closing (i) the MEOA PTIC II Board shall initially consist of five seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directortwo (2) directors, Class II consisting of one director two (2) directors and Class III consisting of two three (3) directors; , (ii) the Governing Documents of PTIC II are substantially in the form attached as Exhibit E, (iii) the initial members of the MEOA PTIC II Board are the individuals determined in accordance with Section 5.16(b5.15(b) and Section 5.15(c); , as applicable, (iiiiv) the initial members of the compensation committee, audit committee and nominating committee of the MEOA PTIC II Board are the individuals determined in accordance with Section 5.16(c5.15(d); , Section 5.15(e) or Section 5.15(f), as applicable and (ivv) the officers of MEOA (the “Officers”) PTIC II are the individuals determined in accordance with Section 5.16(d5.15(g). (b) The MEOA PTIC II shall designate two (2) Persons to be Class I directors on the PTIC II Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist effective as of the two individuals identified on Section 5.16(b) Closing (the “Sponsor Directors”), subject to the prior written consent of the Company Disclosure Schedules plus an additional individual and the Sellers’ Representative (such consent not to be designated by the Sponsor. (c) Prior unreasonably withheld, conditioned or delayed). PTIC II may prior to the mailing PTIC II Shareholders Meeting, with the prior written consent of the Company and the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), replace any designated individual with any individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by notifying the Seller’s Representative of such replacement individual. Notwithstanding the foregoing, (i) each of the two (2) individuals designated to the Pre-Closing MEOA HoldersPTIC II Board pursuant to this Section 5.15(b) must qualify as independent under the requirements set forth in the applicable Nasdaq rules, and must be a member of management or the PTIC II Board as at the date of this Agreement and (ii) one (1) of the individuals designated to the PTIC II Board pursuant to this Section 5.15(b) will satisfy the diversity requirements set forth in the applicable Nasdaq rules. (c) The Company shall designate two (2) Persons to be Class II directors and MEOA three (3) Persons to be Class III directors on the PTIC II Board effective as of the Closing, subject to the prior written consent of PTIC II (such consent not to be unreasonably withheld, conditioned or delayed). The Company shall designate two (2) Persons to be Class II directors and three (3) Persons to be Class III directors on the PTIC II Board effective as of the Closing, subject to the prior written consent of PTIC II (such consent not to be unreasonably withheld, conditioned or delayed). Sellers’ Representative may, with the prior written consent of PTIC II (such consent not to be unreasonably withheld, conditioned or delayed), replace any designated individual with any individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by notifying PTIC II and the Sponsor of such replacement individual. Notwithstanding the foregoing, at least one (1) of the individuals designated to the PTIC II Board pursuant to this Section 5.15(c) must qualify as independent under the requirements set forth in the applicable Nasdaq rules.. (d) PTIC II and the Sellers’ Representative shall mutually agree (such agreement not to each director that will serve be unreasonably withheld, conditioned or delayed by either the Sellers’ Representative or PTIC II) the certain Persons designated under Section 5.15(b) and Section 5.15(c) to be the directors on the compensation committeecommittee of the PTIC II Board immediately after the Closing, and such designation shall include at least one of the Directors nominated by the Sponsor. PTIC II and the Sellers’ Representative may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Sellers’ Representative or PTIC II) to replace any designated individual such replacement individual selected by PTIC II and the Sellers’ Representative. (e) PTIC II and the Sellers’ Representative shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Sellers’ Representative or PTIC II) the certain Persons designated under Section 5.15(b) and Section 5.15(c) to be the directors on the audit committee of the PTIC II Board immediately after the Closing. PTIC II and the Sellers’ Representative may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Sellers’ Representative or PTIC II) to replace any individual with any such replacement individual selected by PTIC II and the Sellers’ Representative. (f) PTIC II and the Sellers’ Representative shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Sellers’ Representative or PTIC II) the certain Persons designated under Section 5.15(b) and Section 5.15(c) to be the directors on the nominating committee of the MEOA PTIC II Board immediately after the Effective TimeClosing. PTIC II and the Sellers’ Representative may mutually agree (such agreement not to be unreasonably withheld, based on conditioned or delayed by either the qualifications of each director, subject Sellers’ Representative or PTIC II) to applicable listing rules of Nasdaq replace any individual with such replacement individual selected by PTIC II and applicable Lawthe Sellers’ Representative. (dg) The individuals Persons identified on Section 5.16(d5.15(g) of the Company Disclosure Schedules shall be the Officers officers of PTIC II immediately after the Effective TimeClosing, with each such individual holding the title set forth opposite his or her name. In PTIC II and the event that Sellers’ Representative may mutually agree (such individuals identified agreement not to be unreasonably withheld, conditioned or delayed by either the Sellers’ Representative or PTIC II) to replace any individual set forth on Section 5.16(d5.15(g) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, with any individual prior to the mailing filing of the Registration Statement / Proxy Statement to with the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer SEC by amending Section 5.16(d) of the Company Disclosure Schedules such Schedule to include such replacement individual as such Officerindividual. (h) The Parties hereby acknowledge and agree that after the Closing, unless otherwise expressly set forth in this Agreement, the Sponsor Directors are authorized and shall have the sole right to act and make or provide any determinations, consents, agreements, settlements or notices on behalf of PTIC II under this Agreement and to enforce PTIC II’s rights and remedies under this Agreement.

Post-Closing Directors and Officers. (a) MEOA The Parties shall take all such action within its power as may be necessary or appropriate such that effective immediately after as of the Effective Time Closing: (i) the MEOA Board board of directors of 7GC (the “7GC Board”) shall initially consist of five directorsseven (7) directors (each, a “7GC Director”), which 7GC Directors shall be divided into the following three (3) classes, designated Class I, II and III, with : (A) two (2) Class I consisting 7GC Directors, whose initial term shall expire at the first annual meeting of one directorthe stockholders of 7GC to be held after the Closing Date, (B) two (2) Class II consisting 7GC Directors, whose initial term shall expire at the second annual meeting of one director the stockholders of 7GC to be held after the Closing Date; and (C) three (3) Class III consisting 7GC Directors, whose initial term shall expire at the third annual meeting of two directors; the stockholders of 7GC to be held after the Closing Date; (ii) the Governing Documents of 7GC are in forms mutually agreed upon by the Parties; (iii) the initial members of the MEOA different classes of 7GC Board are the individuals determined in accordance with Section 5.16(b‎Section 5.18(b) and ‎Section 5.18(c); , as applicable; (iiiiv) the initial members of the compensation committee, audit committee and nominating and governance committee of the MEOA 7GC Board are the individuals determined in accordance with Section 5.16(c‎Section 5.18(d); and and (ivv) the officers of MEOA (the “Officers”) 7GC are the individuals determined in accordance with Section 5.16(d‎Section 5.18(e). (b) The MEOA Within thirty (30) days of the date hereof, 7GC shall provide to the Company the name of one (1) individual who shall be a director on the 7GC Board immediately after effective as of the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(vClosing (the “Sponsor Director”). FurthermoreThe Sponsor Director shall serve as a Class III 7GC Director. 7GC may, immediately after with the Effective Time, MEOA shall form a strategic advisory committee, which shall consist prior written consent of the two individuals identified Company (such consent not to be unreasonably withheld, conditioned or delayed), replace the individual set forth on Section 5.16(b‎Section 5.18(b) of the Company Disclosure 7GC Schedules plus an additional with any other individual to be designated by the Sponsor. (c) Prior prior to the mailing filing of the Registration Statement / Proxy Statement with the SEC by amending such Schedule to include such replacement individual. Notwithstanding the foregoing, the individual designated to the Pre-Closing MEOA Holders7GC Board pursuant to this ‎Section 5.18(b) must be an Independent Director, and in each case if the requirements set forth in this sentence are not met, 7GC shall omit from its proxy materials any such nominee, and such nomination shall be disregarded and no vote on such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by 7GC. (c) Within thirty (30) days of the date hereof, the Company and MEOA shall mutually agree provide to each director that will serve 7GC a list of six (6) individuals who shall be directors on the compensation committee7GC Board effective as of the Closing (the “Company Directors”) and designate for each such Company Director which class of the 7GC Board that such Company Director shall serve in. The Company may, with the prior written consent of 7GC (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by amending such Schedule to include such replacement individual. Notwithstanding the foregoing, at least three (3) of the individuals designated to the 7GC Board pursuant to this ‎Section 5.18(c) must be Independent Directors and at least one of such individuals (which may, for the avoidance of doubt, include an Independent Director) must also qualify as independent under the audit committee and independence requirements set forth in the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq any stock exchange applicable to 7GC, and applicable Lawin each case if the requirements set forth in this sentence are not met, 7GC shall omit from its proxy materials any such nominee, and such nomination shall be disregarded and no vote on such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by 7GC. (d) 7GC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned, or delayed by either the Company or 7GC) on the directors to be appointed to the audit, compensation and nominating committees prior to the filing of the Registration Statement / Proxy Statement with the SEC. (e) The individuals Persons identified on Section 5.16(d‎Section 5.18(e) of the Company Disclosure Schedules shall be the Officers officers of 7GC immediately after the Effective TimeClosing, with each such individual holding the title set forth opposite his or her name. In 7GC and the event that Company may mutually agree (such individuals identified agreement not to be unreasonably withheld, conditioned or delayed by either the Company or 7GC) to replace any individual set forth on Section 5.16(d‎Section 5.18(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, with any individual prior to the mailing filing of the Registration Statement / Proxy Statement with the SEC by amending such Schedule to include such replacement individual. (f) Notwithstanding anything in this Agreement or any Ancillary Document to the contrary, the Parties hereby acknowledge and agree that after the Closing, unless otherwise expressly set forth in this Agreement, the Sponsor Director is authorized and shall have the sole right to act and make or provide any determinations, consents, agreements, settlements or notices on behalf of 7GC under this Agreement and to enforce 7GC’s rights and remedies under this Agreement, in each case with respect to (i) any determinations to be made pursuant to ‎Section 2.6 and (ii) any claims under this Agreement against the Pre-Closing MEOA Holders, Holders or the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such OfficerCompany.

Post-Closing Directors and Officers. (a) MEOA Parent shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the MEOA Parent Board shall initially consist of five seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directortwo (2) directors with an initial term that expires in 2022, Class II consisting of one director two (2) directors with an initial term that expires in 2023, and Class III consisting of two directorsthree (3) directors with an initial term that expires in 2024; (ii) the members of the MEOA Parent Board are the individuals determined in accordance with Section 5.16(b5.17(b); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Parent Board are the individuals determined in accordance with Section 5.16(c5.17(c); and (iv) the officers of MEOA Parent (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.17(d). (b) The MEOA seven (7) individuals identified in, or in the manner set forth in, Section 5.17(b) of the Company Disclosure Schedules shall be directors on the Parent Board immediately after the Effective Time, five (5) of whom shall be selected by the Company and two (2) of whom shall be selected by Parent. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing Parent Holders, each of the Company and Parent may in its sole discretion replace any of its respective designee(s) with any individual by notice to Parent or the Company, as applicable. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing Parent Holders, the board of directors of the Company shall designate whether each individual who will serve on the Parent Board immediately after the Effective Time shall consist will be designated as a member of five individuals in accordance with Section 2.1(a)(v). FurthermoreClass I, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist Class II or Class III; provided that two of the Company’s designees shall be members of Class III, one Company designee shall be a member of Class II, two individuals identified on Section 5.16(bof the Company’s designees shall be members of Class I, one of Parent’s designee shall be designated as a member of Class III and one of Parent’s designee shall be designated as a member of Class II. At least three (3) of the Company Disclosure Schedules plus Company’s designees and Parent’s designee shall be “independent” directors for the purposes of Nasdaq. It is currently expected that one of the Parent designee’s shall serve as the Chairman of the Parent Board in an additional individual to be designated by the Sponsorexecutive capacity. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Parent Holders, the Company and MEOA Parent shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Parent Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on in, or in the manner set forth in, Section 5.16(d5.17(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on in, or in the manner set forth in, Section 5.16(d5.17(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Parent Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by (i) amending Section 5.16(d5.17(d) of the Company Disclosure Schedules by written notice to include Parent (which such replacement individual as such Officeramendment shall not require approval of any party) or (ii) in the manner set forth in Section 5.17(d) of the Company Disclosure Schedules.

Post-Closing Directors and Officers. (a) MEOA AMHC shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the MEOA AMHC Board shall initially consist of five seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directorthree (3) directors with an initial term that expires in 2022, Class II consisting of one director two (2) directors with an initial term that expires in 2023, and Class III consisting of two directors(2) directors with an initial term that expires in 2024; (ii) the members of the MEOA AMHC Board are the individuals determined in accordance with Section 5.16(b); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA AMHC Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA AMHC (the “Officers”) are the individuals determined in accordance with Section 5.16(d). (b) The MEOA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two seven (7) individuals identified on in, or in the manner set forth in, Section 5.16(b) of the Company Disclosure Schedules plus an additional shall be directors on the AMHC Board immediately after the Effective Time, six (6) of whom shall be selected by the Company and one (1) of whom shall be selected by AMHC. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing AMHC Holders, each of the Company and AMHC may in its sole discretion replace any of its respective designee(s) with any individual by notice to AMHC or the Company, as applicable. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing AMHC Holders, the board of directors of the Company shall designate whether each individual who will serve on the AMHC Board immediately after the Effective Time will be designated by as a member of Class I, Class II or Class III; provided that AMHC’s designee shall be designated as a member of Class III. At least three (3) of the SponsorCompany’s designees and AMHC’s designee shall be “independent” directors for the purposes of Nasdaq. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA AMHC Holders, the Company and MEOA AMHC shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA AMHC Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on in, or in the manner set forth in, Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on in, or in the manner set forth in, Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA AMHC Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by (i) amending Section 5.16(d) of the Company Disclosure Schedules by written notice to include AMHC (which such replacement individual as such Officeramendment shall not require approval of any party) or (ii) in the manner set forth in Section 5.16(d) of the Company Disclosure Schedules.

Post-Closing Directors and Officers. (a) MEOA The Parties shall take all such action within its power as may be necessary or appropriate such that effective immediately after as of the Effective Time Closing: (i) the MEOA Board board of directors of PTAC (the “PTAC Board”) shall initially consist of five directors, which shall be divided into three classes, designated Class I, II and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two nine (9) directors; (ii) the Governing Documents of PTAC are substantially in the form attached as Exhibit J; (iii) the initial members of the MEOA PTAC Board are the individuals determined in accordance with Section 5.16(b5.18(b) and Section 5.18(c), as applicable; (iiiiv) the initial members of the compensation committee, audit committee and nominating committee of the MEOA PTAC Board are the individuals determined in accordance with Section 5.16(c5.18(d); and (ivv) the officers of MEOA (the “Officers”) PTAC are the individuals determined in accordance with Section 5.16(d5.18(e). (b) The MEOA Within thirty (30) days of the date hereof, PTAC shall provide to the Company a list of two (2) Persons who shall be a Class I and Class II Director (each as defined in the Governing Documents of PTAC), respectively on the PTAC Board immediately after effective as of the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(vClosing (the “Sponsor Directors”). FurthermorePTAC may, immediately after with the Effective Timeprior written consent of the Company (such consent not to be unreasonably withheld, MEOA shall form a strategic advisory committeeconditioned or delayed), which shall consist replace any such individual with any other individual prior to the filing of the Registration / Proxy Statement with the SEC by amending such list to include such replacement individual. Notwithstanding the foregoing, each of the two (2) individuals identified designated to the PTAC Board pursuant to this Section 5.18(b) must be Independent Directors, and in each case if the requirements set forth in this sentence are not met, PTAC shall omit from its proxy materials any such nominee, and such nomination shall be disregarded and no vote on Section 5.16(b) such nominee will occur, notwithstanding that proxies in respect of the Company Disclosure Schedules plus an additional individual to be designated such vote may have been received by the SponsorPTAC. (c) Prior Within thirty (30) days of the date hereof, the Company shall provide to PTAC a list of seven (7) Persons who shall be directors on the PTAC Board effective as of the Closing (the “Company Directors”). The Company may, with the prior written consent of PTAC (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the mailing filing of the Registration Statement / Proxy Statement with the SEC by amending such list to include such replacement individual. Notwithstanding the foregoing, at least three (3) of the individuals designated to the Pre-Closing MEOA HoldersPTAC Board pursuant to this Section 5.18(c) must be Independent Directors and at least one of such individuals (which may, for the Company and MEOA shall mutually agree to each director that will serve on the compensation committeeavoidance of doubt, include an Independent Director) must also qualify as independent under the audit committee and independence requirements set forth in the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq any stock exchange applicable to PTAC, and applicable Lawin each case if the requirements set forth in this sentence are not met, PTAC shall omit from its proxy materials any such nominee, and such nomination shall be disregarded and no vote on such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by PTAC. (d) PTAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned, or delayed by either the Company or PTAC) on the directors to be appointed to the audit, compensation and nominating committees prior to the filing of the Registration / Proxy Statement with the SEC, which, in the case of the compensation committee, shall include at least one (1) Sponsor Director. (e) The individuals Persons identified on Section 5.16(d5.18(e) of the Company Disclosure Schedules shall be the Officers officers of PTAC immediately after the Effective TimeClosing, with each such individual holding the title set forth opposite his or her name. In PTAC and the event that Company may mutually agree (such individuals identified agreement not to be unreasonably withheld, conditioned or delayed by either the Company or PTAC) to replace any individual set forth on Section 5.16(d5.18(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, with any individual prior to the mailing filing of the Registration Statement / Proxy Statement to with the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer SEC by amending Section 5.16(d) of the Company Disclosure Schedules such Schedule to include such replacement individual as such Officerindividual.

Post-Closing Directors and Officers. (a) MEOA SilverBox shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the MEOA Board board of directors of Pubco (the “Pubco Board”) shall initially consist of five seven directors, which shall be divided into three classes, designated Class I, II and III, with Class I consisting of one directortwo directors with an initial term that expires in 2023, Class II consisting of one director two directors with an initial term that expires in 2024, and Class III consisting of two directorsthree directors with an initial term that expires in 2025; (ii) the members of the MEOA Pubco Board are will be the individuals determined in accordance with Section 5.16(b5.15(b); and (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA Pubco (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.15(c). (b) The MEOA directors on the Pubco Board immediately after the Effective Time (each, a “Director”) shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore(i) E▇▇▇ ▇▇▇▇▇, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the (ii) two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated identified by the Sponsor. M▇. ▇▇▇▇▇ (c) Prior subject to the mailing reasonable approval of SilverBox and the Company), both of whom shall be an “independent director” (as defined under applicable listing rules and regulations), (iii) two individuals to be identified by SilverBox prior to the effectiveness of the Registration Statement / Proxy Statement Statement, one of whom is intended to the Pre-Closing MEOA Holdersbe G▇▇▇▇ ▇▇▇▇▇▇▇, the Company and MEOA at least one of whom shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each be an “independent director, subject to ” (as defined under applicable listing rules of Nasdaq and applicable Law. regulations), and (div) The four individuals to be identified on Section 5.16(d) of by the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her nameCompany. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules M▇. ▇▇▇▇▇ is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officera Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA SilverBox Holders, M▇. ▇▇▇▇▇ may (subject to the reasonable approval of SilverBox and the Company) replace himself with another individual, which shall be an “independent director” (as defined under applicable listing rules and regulations), to serve as such Director. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing SilverBox Holders, the Company may in its sole discretion replace such shall designate whether each individual with another individual to who will serve on the Pubco Board immediately after the Effective Time will be designated as such Officer by amending a member of Class I, Class II or Class III; provided that G▇▇▇▇ ▇▇▇▇▇▇▇ shall be designated as a member of Class III. (c) The Officers immediately after the Effective Time shall be the individuals identified on Section 5.16(d5.15(c) of the Company Disclosure Schedules to include Schedules, with each such replacement individual as such Officerholding the title set forth opposite his or her name.

Post-Closing Directors and Officers. (a) MEOA The Parties shall take all such action within its their respective power as may be necessary or appropriate such that effective that: (a) the Acquiror’s board of directors immediately after following the Effective Time (the “Post-Closing Acquiror Board”) will consist of seven (7) individuals, including: (i) ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (the MEOA Board shall initially consist of five directors, which shall be divided into three classes, designated Class I, II and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors“Acquiror Director”); (ii) one (1) person to be designated by mutual agreement of Blade and the Acquiror as soon as practicable following the date of this Agreement and prior to the Closing, who shall qualify as an independent director under Nasdaq rules; and (iii) five (5) persons designated by Blade pursuant to written notice to Acquiror as soon as reasonably practicable following the date of this Agreement and prior to the Closing, who shall be reasonably acceptable to Acquiror (and subject to the requirements of Nasdaq); (b) at least four (4) of the members of the MEOA Post-Closing Acquiror Board will qualify as an independent director under Nasdaq rules; (c) the Post-Closing Acquiror Board will be a classified board with three classes of directors allocated as equally as possible across classes, with (i) one class of directors, the Class I Directors, initially serving until the first annual meeting of Acquiror’s stockholders held following the Closing, (ii) a second class of directors, the Class II Directors, initially serving until the second annual meeting of Acquiror’s stockholders held following the Closing and (iii) a third class of directors, the Class III Directors, initially serving until the third annual meeting of Acquiror’s stockholders held following the Closing, which Class III Directors will initially include the Acquiror Director; (d) the directors and officers of Blade as of immediately prior to the Effective Time shall have resigned effective as of the Effective Time (except to the extent that they are to become a director or officer of the individuals determined Surviving Blade Entity in accordance with Section 5.16(b2.05); and (iiie) the members respective boards of directors and officers of the compensation committee, audit committee and nominating committee Surviving Blade Entity as of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA (the “Officers”) are the individuals determined in accordance with Section 5.16(d). (b) The MEOA Board immediately after following the Effective Time shall consist of five individuals are as described in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to be designated by the Sponsor2.05. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company and MEOA shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA Capstar shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the MEOA Capstar Board shall initially consist of five nine (9) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of one directorthree (3) directors, Class II consisting of one director three (3) directors and Class III consisting of two three (3) directors; (ii) the members of the MEOA Capstar Board are the individuals determined in accordance with Section 5.16(b5.17(b); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Capstar Board are the individuals determined in accordance with Section 5.16(c5.17(c); and (iv) the officers of MEOA Capstar (the “Officers”) are the individuals determined in accordance with Section 5.16(d5.17(d). (b) The MEOA Board immediately after the Effective Time shall consist of five individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two nine (9) individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus an additional individual to shall be designated by directors on the SponsorCapstar Board immediately after the Effective Time. (c) Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Capstar Holders, the Company and MEOA Capstar shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the MEOA Capstar Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq NYSE and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Capstar Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) MEOA Holdco shall take all such action within its power as may be necessary or appropriate such that (a) effective immediately after the Effective Time Closing, (i) the MEOA Holdco Board shall initially consist of five directorsseven (7) directors (the six (6) remaining directors other than in respect of the W▇▇▇▇▇▇ Board Appointment, which shall be divided into three classes, designated Class I, II the “Remaining Holdco Board Appointments”); and III, with Class I consisting of one director, Class II consisting of one director and Class III consisting of two directors; (ii) the members Governing Documents of Holdco shall be in a form that reflects the MEOA Board terms set forth on Exhibit B, subject to such amendments, changes and other terms and conditions that may be mutually agreed and are reasonably satisfactory to the individuals determined in accordance with Section 5.16(b); (iii) the members of the compensation committeeCompany, audit committee Holdco and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA Qell (the “OfficersAgreed Holdco Governing Documents”) are ), and each of Qell, Holdco and the individuals determined Company shall reasonably cooperate and work in accordance good faith with Section 5.16(d)each other in order to finalize and agree to other terms and conditions of the Agreed Holdco Governing Documents. (b) The MEOA Prior to the mailing of the Registration Statement / Proxy Statement with the SEC, Qell shall designate one (1) individual to serve as a director on the Holdco Board immediately after the Effective Time Closing for a three year term, who shall consist be B▇▇▇▇ ▇▇▇▇▇. At the end of five individuals in accordance with Section 2.1(a)(v). Furthermoresuch three year term, immediately after Qell, acting by B▇▇▇▇ ▇▇▇▇▇, may (but shall not be obliged to) demand that B▇▇▇▇ ▇▇▇▇▇ be nominated by the Effective Time, MEOA shall form Holdco Board for reelection as a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus director for up to an additional individual two year term, subject to be designated any Holdco shareholder approval required by the SponsorHoldco Governing Documents. (c) Prior to the mailing of the Registration Statement / Proxy Statement to with the Pre-Closing MEOA HoldersSEC, the Company and MEOA shall mutually agree designate six (6) individuals to each director that will serve as directors on the compensation committeeHoldco Board, one of which shall be D▇▇▇▇▇ ▇▇▇▇▇▇▇ who shall act as CEO and who shall be appointed in accordance with the audit committee and the nominating committee W▇▇▇▇▇▇ Board Appointment, in each case (other than in respect of the MEOA W▇▇▇▇▇▇ Board Appointment, which shall occur in accordance with Sections 2.1(e) and 2.2(d) herein), immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable LawClosing. (d) The individuals identified on Section 5.16(d) Following Closing, the officers of Holdco shall consist of the existing officers of the Company Disclosure Schedules shall be the Officers as of immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing MEOA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such OfficerCommencement Date.