Extract to table

0%; WHEREAS, in connection with the restructuring, the Company's Amended and Restated Certificate of Incorporation and the Certificate of Designations for the Series A Preferred Stock were duly filed with the Secretary of State of the State of Delaware on December 12, 2023; WHEREAS, the Sponsor has committed to contribute, and on December 15, 2023 shall contribute, $12

For the avoidance of doubt, (i) with respect to the Sponsor, the term "Affiliate" shall include Ridgeline Capital Management III LLC, any predecessor or successor fund managed by Ridgeline Capital Management III LLC or its Affiliates, and any portfolio company of the foregoing (other than the Company and its Subsidiaries), and (ii) with respect to each Mezz Holder, the term "Affiliate" shall include any fund, account, or investment vehicle managed by the same investment manager or investment adviser as such Mezz Holder

Unless the context requires otherwise: (a) the terms "hereof," "herein," "hereby," "hereto," and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) references to an "Article," "Section," "Schedule," or "Exhibit" refer to the corresponding Article, Section, Schedule, or Exhibit of or to this Agreement; (c) words importing the singular include the plural and vice versa, and words denoting any gender include all genders; (d) the word "including" means "including, without limitation"; (e) references to any agreement or document mean such agreement or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms (unless otherwise specified); (f) references to any Law mean such Law as amended, supplemented, or otherwise modified from time to time and any successor Law thereto; and (g) headings and captions are for convenience of reference only and shall not be used in interpreting this Agreement

The Board shall consist of seven (7) directors

The number of directors constituting the Board shall not be increased or decreased except with the prior written consent of the Sponsor Majority and the Mezz Holder Majority, and any such increase or decrease shall be subject to the protective provisions set forth in Section 2

For so long as the Sponsor and its Affiliates hold shares of Common Stock representing at least 25% of the total outstanding Common Stock, the Sponsor shall have the right to designate three (3) directors to the Board (each, a "Sponsor Designee" and, collectively, the "Sponsor Designees")