Subject to the terms and conditions of this Agreement and provided that the Investor together with its Affiliates Beneficially Own 4.99% or greater of the Outstanding Equity, the Investor shall have the right (but not the obligation) to designate one person to be nominated for election to the Board (a “Nominee”) by giving written notice to the Chairman of the Board or the Secretary of the Company. The Nominee shall be selected by the Investor in reasonable consultation with (but without the need for the approval of) the Company’s Nominating and Corporate Governance Committee of its Board of Directors (the “Nominating Committee”).

For so long as the Investor or any of its affiliates beneficially own # any Preferred Units, Warrants or Partnership Units, or # shares of Common Stock equal to at least 25% of the number of Partnership Units that may be issued upon exercise the Warrants (without regard to any vesting or other conditions to which such Partnership Units may be subject) (the “Ownership Requirement”), the Company shall cause one person designated by the Investor to be appointed as a non-voting observer to the Board and the Committees, which Observer shall initially be Marcos Alvarado, and who the Investor shall have the right to replace from time to time in its sole discretion (provided that any Observer appointed hereunder shall be an employee of Sixth Street Partners, LLC or one of its affiliates). Except as set forth herein, the Company shall invite the Observer to attend, in a non-voting observer capacity, all meetings of the Board and any and all Committees (as determined by the Observer from time to time). Except as set forth herein, the Observer shall have the right to speak at and participate in such meetings, but in no event shall the Observer: # be deemed to be a member of the Board or any Committee; # have the right to vote on any matter under consideration by the Board or any Committee or otherwise have any power to cause the Company or any of its subsidiaries to take, or not to take, any action; # have or be deemed to have, or otherwise be subject to, any duties, fiduciary or otherwise, to the Company or its stockholders or any duties, fiduciary or otherwise, otherwise applicable to the directors of the Company; or # have any right or possess any authority to bind the Company or any of its subsidiaries in any way whatsoever. As a non-voting observer, and except as set forth herein, the Observer will also be provided, concurrently with delivery to the directors of the Company and in the same manner delivery is made to them, copies of all notices, agenda, minutes, consents, and all other materials or information, financial or otherwise, that are provided to the directors, including with respect to any Board or Committee meeting or any written consent in lieu of a Board or Committee meeting. If a meeting of the Board or a Committee is conducted via telephone or other electronic medium, except as set forth herein, the Observer may attend such meeting via the same medium. The presence of the Observer shall not be taken into account or required for purposes of establishing a quorum. Notwithstanding anything in this Agreement to the contrary, the Board or any Committee may exclude the Observer from all or any portion of any meeting or discussions, and can withhold or redact materials otherwise distributed to the members of the Board or such Committee, solely to the extent that: # the Board reasonably determines based on the advice of counsel that such action is reasonably necessary to prevent the loss of attorney-client privilege, work product or similar privilege; provided that, in such case, # any such exclusion shall only apply to such portion of such meeting or material which would be required to preserve such privilege and not to any other portion thereof; and # the Observer shall be informed of the general subject matter of the materials or meetings (or portion thereof) from which Observer is excluded to the extent it would not result in the loss of such privilege; or # the Board reasonably determines in good faith that the information being discussed at all or a portion of such meetings or included in such materials, would result in a violation of applicable law; provided that, in any such case, # any such exclusion shall only apply to such portion of such meeting or material which would be required to avoid such conflict, breach of confidentiality or violation of applicable laws, and not to any other portion thereof; and # the Observer shall be informed of the general subject matter of the materials or meetings (or portion thereof) from which the Observer is excluded to the extent it would not result in a violation of applicable laws. The Investor may, temporarily or permanently, at any time and from time to time by written notice to the Company, voluntarily and immediately relinquish its rights under this Section 1.

Board Observer Rights. On and after the Initial Closing Date, the Purchaser shall have the right in its sole discretion, to designate one person as a non-voting observer on the Board of Directors (the “Board Observer”), as further set forth in the Board Observer Agreement to be entered into at the Initial Closing. The Purchaser may, temporarily or permanently, at any time by written notice to the Company, voluntarily and immediately relinquish its rights under this Section 6.9.

Hypothecary Representative. For greater certainty, and without limiting the powers of Agent, each member of the Lender Group and each Bank Product Provider (collectively the” Secured Parties and individually a “Secured Party”) hereby irrevocably constitutes the Agent as the hypothecary representative within the meaning of [Article 2692] of the Civil Code of Quebec in order to hold hypothecs and security granted by any Loan Party on property pursuant to the laws of the Province of Québec in order to secure obligations of any Loan Party hereunder and under the other Loan Documents. The execution by the Agent, acting as hypothecary representative prior to this Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed.

By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Gary C. Evans (in such capacity, the “Sellers’ Representative”) as the true and lawful agent and attorney-in-fact of such Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Seller under the terms and provisions of this Agreement and the Ancillary Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Seller, if any, as the Sellers’ Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents, including: # agree upon or compromise any matter related to the calculation of any adjustments to the Purchase Price; # direct the distribution of the Purchase Price among Sellers; # act for Sellers with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of Sellers any indemnification claim made by or against Sellers, if any; # act for Sellers with respect to all post-Closing matters; # terminate, amend or waive any provision of this Agreement; provided, that any such action, if material to the rights and obligations of Sellers in the reasonable judgment of the Sellers’ Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially adverse nature; # employ and obtain the advice of legal counsel, accountants and other professional advisors as the Sellers’ Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Sellers’ Representative and to rely on their advice and counsel; # incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; # receive all or any portion of the Purchase Price and to distribute the same to Sellers according to this Agreement; # sign any releases or other documents with respect to and dispute or remedy arising under this Agreement or the Ancillary Documents; and # do or refrain from doing any further act or deed on behalf of Sellers which the Sellers’ Representative deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and completely as any Seller could do if personally present and acting. The Sellers’ Representative hereby accepts his or her appointment and authorization as the Sellers’ Representative under this Agreement.

Tenant's Representative. Prior to commencement of construction of the Improvements, Tenant shall, by written notice to Landlord, designate an individual to act as Tenant's sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work Letter.

Subject to Section 5.15(c) and only so long as no Lender Designee is a member of the Borrower Board, upon prior written notice from the Majority [[Organization B:Organization]] to the Borrower, the Majority [[Organization B:Organization]] may designate one representative acceptable (such acceptance not to be unreasonably withheld, conditioned or delayed) to the Nominating/Corporate Governance Committee of the Borrower Board (an “Observer”) to attend and observe (but not vote) at all meetings of the Borrower Board and any committee thereof, whether in person, by telephone or otherwise; provided that # the attendance of the Observer shall not be required for determining the existence of a quorum and # the Observer shall, and [[Organization B:Organization]] (other than the Primoris [[Organization B:Organization]]) shall cause the Observer to, maintain as confidential all information provided to it by or on behalf of the Borrower and the Subsidiaries and all discussions at any meeting of, or with any member of, the Borrower Board or any committee thereof, in each case in the Observer’s capacity as such (and such information and discussions shall be deemed to be Information for all purposes hereof), and, upon request of the Borrower, the Observer shall execute a confidentiality agreement in form and substance reasonably satisfactory to the Observer and the Borrower (it being understood that such agreement shall permit disclosure of any such information and discussions to the Administrative Agent and [[Organization B:Organization]], except as provided in Section 10.23 and subject to their obligations under Section 10.07, and contain other customary exclusions). The Borrower shall notify the Observer (at the same time as such notice is given to the members of the Borrower Board or the applicable committee thereof) in writing (which may be by e-mail) of # the date and time for each general or special meeting of the Borrower Board or any committee thereof (and any Board or similar governing body of any Subsidiary if the Observer so requests) and # the adoption of any resolutions or actions by written consent. The Borrower shall deliver (which may be by e-mail) to the Observer (at the same time as such materials are delivered to the members of the Borrower Board or the applicable committee thereof) any materials delivered to the members of the Borrower Board or any committee thereof (and any Board or similar governing body of any Subsidiary if the Observer so requests), including a draft of any resolutions or actions proposed to be adopted by written consent, and prior to such meeting or adoption by consent the Observer may contact members of the Borrower Board or any committee thereof (and any Board or similar governing body of any Subsidiary if the Observer so requests) and discuss the pending actions to be taken. The Observer may be excluded from any portion of any meeting, and materials provided to the Observer in connection with any meeting may be redacted, to the extent that the Borrower Board or any committee thereof reasonably determines that # such exclusion or redaction is reasonably necessary to preserve the attorney-client privilege or the attorney work product privilege, # a conflict of interest would arise as a result of the Observer attending such portion of such meeting or receiving such materials and # information being discussed at such meeting (or receipt of materials related to such meeting) relates to the Borrower’s or any of its Subsidiaries’ strategy, negotiating position or other matters relating to this Agreement or any other Loan Documents, the ABL Credit Agreement or any other ABL Documents or, in each case, any permitted refinancings thereof. The Borrower shall pay the Observer’s reasonable and documented out of pocket expenses (including the reasonable cost of airfare, meals and lodging) in connection with the Observer’s in-person attendance at such meetings.

Board. The term “Board” means the Board of Directors of the Company.

Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

Landlord’s Authorized Representative. Landlord designates Chris Clement and Eric Hedblad (either such individual acting alone, “Landlord’s Representative”) as the only persons authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Work Letter unless such Communication is in writing from Landlord’s Representative. Landlord may change either Landlord’s Representative at any time upon not less than 5 business days advance written notice to Tenant. Landlord’s Representative shall be the sole persons authorized to direct Landlord’s contractors in the performance of Landlord’s Work.