Common use of Board Committees Clause in Contracts

Board Committees. (i) Effective upon the appointment of the New Director as a Class III director, the Board and all applicable committees thereof shall take all necessary actions to dissolve the existing Strategic Review Committee of the Board (the “Strategic Committee”), and the responsibilities of the Strategic Committee shall rest with the full Board. (ii) Effective upon completion of the 2020 Annual Meeting, the Board and all applicable committees thereof shall take all necessary actions to appoint the New Director to the Compensation Committee of the Board (the “Compensation Committee”). (iii) Concurrently with the execution of this Agreement, the Company further agrees to establish a cost management committee of the Board (the “Cost Committee”) to, among other things, oversee cost reduction initiatives of the Company. The Cost Committee shall remain in effect during the Standstill Period and, if determined by the Board, thereafter. The initial members of the Cost Committee shall consist of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, ▇▇▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The Cost Committee shall have authority to make recommendations to the full Board regarding cost reduction initiatives and their execution timeline, and the Board shall have the sole right to review and approve or reject any recommendations made by the Cost Committee. (iv) The New Director will have the same rights as other non-member, non-management directors to be invited to meetings of Board committees of which he or she is not a member. (v) In the case of a resignation of the New Director from either the Compensation Committee or the Cost Committee (other than a resignation made pursuant to Section 1(d)(i)), the replacement shall be the applicable Replacement Director (as hereinafter defined) subject to the terms of Section 1(d)(ii) hereof.

Board Committees. (i) Effective upon Immediately following the appointment execution of the New Director as a Class III directorthis Agreement, the Board and all applicable committees thereof shall take all necessary actions to dissolve the existing (i) form a Strategic Review Committee of the Board (the “Strategic Committee”)) to explore strategic alternatives for the Company, with the goal of creating value for the Company’s shareholders and (ii) appoint ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ to the responsibilities of Strategic Committee, plus two (2) Continuing Directors as determined by the Board, with ▇▇. ▇▇▇▇ serving as its Chairman. During the Standstill Period, unless otherwise agreed by Starboard, the Strategic Committee shall rest with be composed of four (4) directors, including two (2) Appointed Directors (or Replacement Directors). Subject to Nasdaq rules and applicable law, in the full Boardevent either of the Appointed Directors shall for any reason cease to serve on the Strategic Committee, until such time as a Replacement Director is appointed to the Strategic Committee, at least one other Appointed Director will serve as an interim member of the Strategic Committee. (ii) Effective upon completion Immediately following the execution of the 2020 Annual Meetingthis Agreement, the Board and all applicable committees thereof of the Board shall take all necessary actions to appoint the New Director ▇▇. ▇▇▇▇▇▇▇ to the Compensation Committee of the Board (the “Compensation Audit Committee”). (iii) Concurrently with Immediately following the execution of this Agreement, the Company further agrees to establish a cost management committee Board and all applicable committees of the Board shall take all necessary actions to appoint Ms. Norwalk to the Management Compensation Committee. (iv) Immediately following the “Cost Committee”) toexecution of this Agreement, among other things, oversee cost reduction initiatives the Board and all applicable committees of the CompanyBoard shall take all necessary actions to appoint ▇▇. The Cost Committee shall remain in effect during ▇▇▇▇ to the Standstill Period andManagement Compensation Committee. (v) Immediately following the execution of this Agreement, if determined by the Board, thereafter. The initial members Board and all applicable committees of the Cost Committee Board shall consist of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, take all necessary actions to appoint ▇▇. ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The Cost Committee shall have authority to make recommendations to the full Board regarding cost reduction initiatives and their execution timeline, and the Board shall have the sole right to review and approve or reject any recommendations made by the Cost Nominating Committee. (ivvi) The New During the Standstill Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Appointed Director, provided that at least one (1) Appointed Director will have the same rights as other non-member, non-management directors satisfies any Nasdaq listing standards and legal requirements for service on any such committee with respect to be invited to meetings of Board committees of which he or she is not a memberfinancial expertise and independence. (vvii) In Subject to Nasdaq rules and applicable laws, during the case of a resignation Standstill Period, the Board and all applicable committees of the New Director from either Board shall give each of the Compensation Committee or Appointed Directors the Cost Committee (same due consideration for membership to each other than a resignation made pursuant to Section 1(d)(i)), committee of the replacement shall be the applicable Replacement Director (Board as hereinafter defined) subject to the terms of Section 1(d)(ii) hereofany other independent director.

Board Committees. (ia) Effective upon During the appointment Designated Period, unless the board of directors shall have adopted a resolution to the New Director as a Class III directorcontrary that was approved with the Requisite Approval, the Board board of directors shall designate, establish and all applicable maintain the following standing committees thereof shall take all necessary actions to dissolve the existing Strategic Review Committee of the Board (the each, a “Strategic Specified Post-Merger Committee”)): (A) the Audit Committee, (B) the Nominating and the responsibilities of the Strategic Governance Committee shall rest with the full Board. and (iiC) Effective upon completion of the 2020 Annual Meeting, the Board and all applicable committees thereof shall take all necessary actions to appoint the New Director to the Compensation Committee of the Board (the “Compensation Committee”). (iii) Concurrently with the execution of this Agreement, the Company further agrees to establish a cost management committee of the Board (the “Cost Committee”) to, among other things, oversee cost reduction initiatives of the Company. The Cost Committee shall remain in effect during the Standstill Period and, if determined by the Board, thereafter. The initial members of the Cost Committee shall consist of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, ▇▇▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The Cost Committee shall have authority to make recommendations to the full Board regarding cost reduction initiatives and their execution timeline, and the Board shall have the sole right to review and approve or reject any recommendations made by the Cost Committee. (ivb) The As of the Effective Time, each Specified Post-Merger Committee shall be composed solely of an equal number of Initial CBS Directors and Initial Viacom Directors. During the Designated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, the members of each Specified Post-Merger Committee (including the initial members as of the Effective Time) shall be designated, appointed and approved by the board of directors acting with the Requisite Approval. During the Designated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, each Specified Post-Merger Committee shall be composed solely of an equal number of the Initial CBS Directors and Initial Viacom Directors; provided that each such member must meet all director independence and other standards of the New Director will have York Stock Exchange and the same rights as other non-member, non-management directors U.S. Securities and Exchange Commission applicable to be invited to meetings of Board committees of which he his or she is not a memberher service. (vc) In As of the case Effective Time, (i) the chairperson of the Audit Committee shall be an Initial CBS Director, (ii) the chairperson of the Nominating and Governance Committee shall be an Initial Viacom Director, and (iii) the chairperson of the Compensation Committee shall be an Initial CBS Director. During the Designated Period, unless the board of directors shall have adopted a resignation resolution to the contrary that was approved with the Requisite Approval, (x) the chairperson of the Audit Committee shall be an Initial CBS Director, (y) the chairperson of the Nominating and Governance Committee shall be an Initial Viacom Director, and (z) the chairperson of the Compensation Committee shall be an Initial CBS Director; provided that each such designated chairperson must meet all director independence and other standards of the New Director from either York Stock Exchange and the Compensation Committee U.S. Securities and Exchange Commission applicable to his or the Cost Committee (other than a resignation made pursuant to Section 1(d)(i)), the replacement shall be the applicable Replacement Director (as hereinafter defined) subject to the terms of Section 1(d)(ii) hereofher service.

Board Committees. (a) The Board of Directors of the Company shall at all times maintain a duly constituted Audit Committee and Compensation Committee (the “Required Committees”), comprising solely of “independent directors” (as described in Section 4.11 and as defined by applicable rules and regulations of the SEC). The Board of Directors of the Company shall adopt charters for each of the Required Committees within ninety (90) days following the closing of the purchase and sale of the Common Stock hereunder. In addition to any other matters delegated by the Board of Directors, the charter for the Compensation Committee shall state that the Compensation Committee shall have the primary decision-making authority, subject to the superseding authority of the Board of Directors unless such superseding authority is prohibited by the rules and regulations of the SEC or the listing standards of the national securities exchange upon which the Common Stock is then listed, with respect to the following: (i) Effective upon the appointment Company’s equity compensation plans, (ii) any grants or awards under such plans, (iv) any bonus pool and (v) the compensation of the New Director as Company’s executive officers. If included in the Compensation Committee’s charter, but without any obligation that the charter must include such a Class III directorprovision, the Board and all applicable committees thereof Compensation Committee also shall take all necessary actions have the primary decision-making authority, subject to dissolve the existing Strategic Review Committee superseding authority of the Board (of Directors unless such superseding authority is prohibited by the “Strategic Committee”), rules and the responsibilities regulations of the Strategic SEC or the listing standards of the national securities exchange upon which the Common Stock is then listed, with respect to the compensation of other key employees (e.g., heads of sales/marketing, chief technology officer, chief compliance officer). The Audit Committee shall rest with the full Boardhave such oversight as is customary for such a committee on a public company board of directors. (b) If AIG’s designee for a director has been appointed to the Board of Directors and would be considered an “independent” director under the (i) listing standards of the standards of the national securities exchange upon which the Common Stock were then listed and (ii) Effective upon completion any applicable rules and regulations of the 2020 Annual Meeting, the Board and all applicable committees thereof shall take all necessary actions to appoint the New Director SEC relating to the Compensation Committee independence of the Board (the “Compensation Committee”). (iii) Concurrently with the execution members of this Agreement, the Company further agrees to establish a cost management committee of the Board (of Directors, and AIG so elects, the “Cost Company shall be required to promptly appoint AIG’s designee a member of each Required Committee”) to, among other things, oversee cost reduction initiatives . If AIG does not elect to require the Company to have its designee appointed a member of any of the Company. The Cost Committee Required Committees, such designee shall remain in effect during the Standstill Period and, if determined by the Board, thereafter. The initial be entitled to receive notice of and materials delivered to members of such Required Committee at the Cost Committee shall consist same time as delivered to such members and permitted to attend and observe each meeting of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, ▇▇▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇such Required Committee. The Cost Committee shall If AIG has not elected to have authority to make recommendations a designee appointed to the full Board regarding cost reduction initiatives of Directors, but rather designate an observer, such observer will similarly be entitled to receive notice of and their execution timeline, materials delivered to members of such Required Committee at the same time as delivered to such members and the Board shall have the sole right to review attend and approve or reject any recommendations made by the Cost observe each meeting of each Required Committee. (iv) The New Director will have the same rights as other non-member, non-management directors to be invited to meetings of Board committees of which he or she is not a member. (v) In the case of a resignation of the New Director from either the Compensation Committee or the Cost Committee (other than a resignation made pursuant to Section 1(d)(i)), the replacement shall be the applicable Replacement Director (as hereinafter defined) subject to the terms of Section 1(d)(ii) hereof.

Board Committees. 7.1 The Board of Holdco (ibut not the other Group Companies) Effective upon for the appointment time being may delegate any of their powers to the New Director following committees and such other committees as a Class III director, the Board of Holdco may deem fit (Board Committees): (a) an audit committee (Audit Committee); (b) a nominating and all applicable committees thereof shall take all necessary actions compensation committee (Nominating/Compensation Committee); and (c) an executive committee. 7.2 The number of members to dissolve the existing Strategic Review Committee be comprised in each of the Board (Committees shall be determined by the “Strategic Committee”), and the responsibilities of the Strategic Committee Parties provided that each Party shall rest with the full Board. (ii) Effective upon completion of the 2020 Annual Meeting, the Board and all applicable committees thereof shall take all necessary actions be entitled to appoint the New Director to the Compensation Committee an equal number of representatives on each of the Board (Committees. The chairman of the “Audit Committee shall be appointed by QIV for the first year, TLS for the second year and PharmaCo for the third year, and thereafter, such appointment right shall be rotated among QIV, TLS and PharmaCo for every subsequent year. The chairman of the Nominating/Compensation Committee”)Committee shall be appointed by PharmaCo for the first year and QIV for the second year, and thereafter, such appointment right shall be rotated between PharmaCo and QIV for every subsequent year. (iii) Concurrently with the execution 7.3 All decisions of this Agreement, the Company further agrees to establish a cost management committee each of the Audit Committee and the Nominating/Compensation Committee shall require the affirmative votes of all the representatives from the Parties on such Board (the “Cost Committee”) to, among other things, oversee cost reduction initiatives of the Company. The Cost chairman of such Board Committee shall remain in effect during the Standstill Period andnot have a second or casting vote at meetings of such Board Committee. 7.4 The roles, if responsibilities and powers of each Board Committee shall be determined by the Board, thereafter. The initial members Board of the Cost Committee shall consist of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, ▇▇▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The Cost Committee shall have authority to make recommendations to the full Board regarding cost reduction initiatives and their execution timeline, and the Board shall have the sole right to review and approve or reject any recommendations made by the Cost CommitteeHoldco. (iv) The New Director will have the same rights as other non-member, non-management directors to be invited to meetings of Board committees of which he or she is not a member. (v) In the case of a resignation of the New Director from either the Compensation Committee or the Cost Committee (other than a resignation made pursuant to Section 1(d)(i)), the replacement shall be the applicable Replacement Director (as hereinafter defined) subject to the terms of Section 1(d)(ii) hereof.

Board Committees. (ia) Effective upon As promptly as practicable following the appointment of ▇▇. ▇▇▇▇▇▇▇▇▇ to the New Director as a Class III directorBoard, the Board and all applicable committees thereof shall take all actions necessary actions to dissolve the existing Strategic Review form a Strategy Committee of the Board (the “Strategic Strategy Committee”) that will support the Board and management as set forth in the Strategy Committee’s charter. The Strategy Committee will consist of four directors, including ▇▇. ▇▇▇▇▇▇▇▇▇; provided, however, if an Investor Director is appointed to the Board pursuant to paragraph 1(b), the Board shall take all actions necessary to appoint such Investor Director as a fifth member of the Strategy Committee. ▇▇. ▇▇▇▇▇▇▇▇▇ will be the initial Chair of the Strategy Committee. The initial charter of the Strategy Committee will be in the form attached to this Agreement as Exhibit A (the “Strategy Committee Charter”), and any proposed change to the responsibilities Strategy Committee Charter will require the prior written consent of the Strategic Committee shall rest with the full BoardInvestors (such consent not to be unreasonably withheld, conditioned or delayed). (iib) Effective upon completion As promptly as practicable following the appointment of ▇▇. ▇▇▇▇▇▇▇▇▇ to the 2020 Annual MeetingBoard, the Board and all applicable committees thereof shall take all action necessary actions to appoint the New Director ▇▇. ▇▇▇▇▇▇▇▇▇ to the Compensation Integration Committee of the Board (the “Compensation Integration Committee”). (iii) Concurrently with . With the execution addition of this Agreement, the Company further agrees to establish a cost management committee of the Board (the “Cost Committee”) to, among other things, oversee cost reduction initiatives of the Company▇▇. The Cost Committee shall remain in effect during the Standstill Period and, if determined by the Board, thereafter. The initial members of the Cost Committee shall consist of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, ▇▇▇▇▇▇▇▇▇, the Integration Committee will consist of four directors. ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇continue to serve as the Chair of the Integration Committee. The Cost charter of the Integration Committee shall have authority was adopted on July 14, 2025 and is attached to make recommendations this Agreement as Exhibit B (the “Integration Committee Charter”). (c) As promptly as practicable following the appointment of an Investor Director to the full Board regarding cost reduction initiatives and their execution timelineBoard, and the Board shall have take all actions necessary to appoint such Investor Director to the sole right to review Finance and approve or reject any recommendations made by Investment Committee of the Cost CommitteeBoard. (ivd) The If any New Director will have the same rights (as other non-memberdefined below) is unable or unwilling to serve as a member of any committee to which such New Director has been appointed pursuant to this paragraph 2, non-management directors resigns as a member of any such committee, is removed as a member or ceases to be invited a member of any such committee for any other reason prior to meetings of Board committees of which he or she is not a member. the Expiration Date, and at such time the Investors satisfy the Minimum Ownership Threshold (v) In the case of a resignation of the New Director from either the Compensation Committee or the Cost Committee (other than a resignation made pursuant to Section 1(d)(i)as defined below), the replacement Investors shall be entitled to select, in consultation with the applicable Company and as approved by the Board (such approval not to be unreasonably withheld, conditioned or delayed), a director serving on the Board at the time of such selection (including a Replacement New Director (as hereinafter defineddefined below) subject appointed pursuant to paragraph 4) to serve on such committee as a replacement for such member. Effective upon the terms appointment of Section 1(d)(ii) hereofany such replacement member to such committee, such replacement member will be considered a New Director solely for the purposes of this paragraph 2(d).