Common use of Size and Composition of the Board Clause in Contracts

Size and Composition of the Board. Each Securityholder, other than the Company, that is a party to this Agreement hereby agrees that such Securityholder will vote, or cause to be voted, all voting securities of the Company over which such Securityholder has the power to vote or direct the voting, and will take all other necessary or desirable actions within such Securityholder's control, and the Company will take all necessary and desirable actions within its control, to cause the authorized number of managers for the Company to be established at up to eight (8) managers, and cause to be continued in office, the following individuals: (i) three (3) managers designated by RGHI (the "RGHI Managers") one of whom shall be ▇▇▇▇▇▇▇ so long as he is willing and able to so serve (the "CEO Manager"); provided, however, that, other than the CEO Manager, the RGHI Managers will not include Persons who were direct or indirect owners of the Company prior to the date of this Agreement; (ii) four (4) managers designated by one or more of the THL Holders or their designees (with the Company to be notified of such designation) (the "THL Managers"); and (iii) one (1) manager designated by RGHI and THL, who shall not be an employee of the Company or any Subsidiary, nor be an Affiliate of THL and who shall be reasonably acceptable to the THL Holders and RGHI (the "Independent Manager"). Notwithstanding the foregoing, upon and following the occurrence of a Threshold Event, the number of managers comprising the Board shall be increased to nine (9) and THL shall be entitled to designate one (1) additional manager to the Board for a total of five (5) THL Managers.

Size and Composition of the Board. The holders of a majority of the outstanding Class A Common Units shall be entitled to elect the managers to the Board. Each Securityholder, other than the Company, that is a party to this Agreement hereby agrees that such Securityholder will vote, or cause to be voted, all voting securities of the Company over which such Securityholder has the power to vote or direct the voting, and will take all other necessary or desirable reasonable actions within such Securityholder's ’s control, and the Company will take all necessary and desirable reasonable actions within its control, to cause the authorized number of managers for of the Company Board to be established at up to eight nine (8) 9) managers, with the initial Board fixed at seven (7) managers, and cause to be continued in office, the following individuals: (i) three one (31) managers manager designated by RGHI HH (the "RGHI Managers") one of whom shall be ▇▇▇▇▇▇▇ so long as he is willing and able to so serve (the "CEO “HH Manager"”); provided, however, that, other than that HH shall lose its right to designate a manager when HH (or the CEO Manager, the RGHI Managers will not include Persons who were direct or indirect owners HH Members) fails to own at least a majority of the Company prior to Preferred Units and Class A Common Units it owns as of the date of this Agreementhereof; (ii) four (4) managers designated by one or more of the THL Holders as follows: one (1) manager designated by THL Hawkeye Acquisition Partners or their designees its designee (with the Company to be notified of such designation), two (2) managers designated by THL Hawkeye Acquisition Partners II or its designee (with the Company to be notified of such designation) and one (1) manager designated by THL Hawkeye Acquisition Partners III or its designee (with the Company to be notified of such designation) (collectively, the "“THL Managers"”); and (iii) one (1) manager designated by RGHI and THL, who shall not be the Chief Executive Officer of the Company. In addition, the Board will have the right to appoint up to an additional three (3) independent members of the Board, none of whom shall be either an employee of the Company or any Subsidiary, nor be its Subsidiaries or an Affiliate of THL and who shall be reasonably acceptable to the THL Holders and RGHI (the "Independent Manager"). Notwithstanding the foregoing, upon and following the occurrence of a Threshold Event, the number of managers comprising the Board shall be increased to nine (9) and THL shall be entitled to designate one (1) additional manager to the Board for a total of five (5) THL Managersor HH.