Common use of Board Composition Clause in Contracts

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially to be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be ▇▇▇▇▇▇▇ ▇▇▇▇. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be ▇▇▇▇ ▇▇. (e) ▇▇▇▇ ▇▇▇, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ and Sichuan Zhang, and ▇▇▇▇ ▇▇▇ shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder (a) Subject to Section 4.1(f) below, each Investor and each Stockholder (including any Permitted Transferees) agrees to vote all of his, her or its Shares shares of the Company’s capital stock having voting power (and any other shares over which he, she or it exercises voting control) in connection with the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, Company and to take such other actions as are necessary so as to fix the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two (2) directors number of members of the Board of Directors at eight (8) and to elect and continue in office as directors the Company following: (i) one (1) individual nominated by the Founder, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇ (the “AIL DirectorsFounder Director”); (ii) one (1) individual nominated by Kodiak, who shall initially to be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the “Kodiak Director”); (iii) one (1) individual nominated by Sigma, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Sigma Director”); (iv) one (1) individual nominated by GrandBanks, who shall initially be ▇▇▇▇ ▇▇▇▇▇ (the “GrandBanks Director”); (v) one (1) individual nominated by Paladin, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Paladin Director”); and (vi) three (3) individuals nominated jointly by the Founder, Kodiak, Sigma, Paladin and GrandBanks, who shall have relevant industry experience and shall not be employed by or affiliated with the Company, the Founder or the Investors or any subsidiary or Affiliate of such Persons, whom shall initially be ▇▇▇▇▇ Osaka, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be ▇▇▇▇▇▇▇ ▇▇▇▇(collectively, the “Outside Directors”). (b) Each Investor and each Stockholder (and each Permitted Transferee) agrees to vote all of his, her or its shares of the Company’s capital stock having voting power (and any other shares over which he, she or it exercises voting control) for the removal of any Director upon the request of the party nominating such Director and for the election to the Board of Directors of the Company of a substitute nominated by such party in accordance with the above provisions. Each Investor and each Stockholder further agrees to vote all of his, her or its shares of the Company’s capital stock having voting power (and any other shares over which he, she or it exercises voting control) in such manner as shall be necessary or appropriate to ensure that any vacancy on the Board of Directors of the Company occurring for any reason shall be filled only in accordance with the provisions of this Section 4. (c) The Company shall pay each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her services as a member of the Board of Directors, including attending meetings of any committees of the Board of Directors. All Directors who are not employees of the Company will be equally compensated for their services as a member of the Board of Directors. The Eighth Amended and Restated Certificate of Incorporation and Bylaws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law. The Company shall use its reasonable best efforts to maintain and keep in full force and effect directors’ and officers’ liability insurance with a coverage amount of at least $2,000,000. (d) Yunfeng shall be entitled Neither the Company, the Founder, the Common Holders, the Investors, nor any officer, director, stockholder, partner, member, employee or agent of any such party, makes any representation or warranty as to nominate and elect one (1) director the fitness or competence of the nominee of any party hereunder to serve on the Company’s Board of Directors by virtue of such party’s execution of this Agreement or by the Company (the “Yunfeng Director”), initially act of such party in voting for such nominee pursuant to be ▇▇▇▇ ▇▇this Agreement. (e) ▇▇▇▇ ▇▇▇, one Any director of the holders of Ordinary Shares, shall Company may be entitled to elect three (3) directors of removed from the Board of Directors in the Company (manner allowed by law and the “Ordinary Share Directors”)Company’s Eighth Amended and Restated Certificate of Incorporation and Bylaws, initially but with respect to be ▇▇▇▇ ▇▇▇a director designated pursuant to subsections 4(a)(i)-(v) above and subsection 4(f)(ii) below, ▇▇▇▇ ▇▇ and Sichuan Zhang, and ▇▇▇▇ ▇▇▇ shall have five (5) votes for each only upon the vote or written consent of the matters submitted stockholders entitled to the Board of Directorsnominate such director. (f) Tiger shall be entitled Upon the conversion in full of the principal and interest due under the Note into Preferred Stock, each Investor and each Stockholder (including any Permitted Transferees) agrees to appoint vote all of his, her or its shares of the Company’s capital stock having voting power (and any other shares over which he, she or it exercises voting control) in connection with the election of directors of the Company and to take such other actions as are necessary so as to fix the number of members of the Board of Directors at nine (9) and to elect and continue in office (i) the directors listed in Sections 4.1(a)(i)-(vi) above and (ii) one (1) observer (individual nominated by the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the BoardNew Investor.

Board Composition. Each Shareholder Subject to Section 3.1(d) and Section 3.1(k) below, (1) the Board shall nominate or cause to be nominated, and shall recommend for election, individuals to serve as Directors in accordance with the designations in this Section 3.1(b) and (2) each Investor agrees to vote take, or cause to be taken, all of hisNecessary Action, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors Directors is held or pursuant to any written consent of the shareholdersstockholders, in each case that includes as a matter to be acted upon by the stockholders the election of directors (including, without limitation, the following filling of a vacancy existing on the Board), such persons shall be elected to the Board: (ai) AIL three (3) Directors designated by Bounty (initially such Directors shall be entitled ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇); (ii) three (3) Directors designated by CIFC Parent (initially such Directors shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇▇); (iii) the Company’s then serving Chief Executive Officer, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “CEO Director”); (iv) three (3) Independent Directors designated by the Nominating Committee; provided, that the initial Independent Directors to nominate and elect two (2) directors take office upon completion of the Board Merger shall be [ ],[ ] and [ ], each of whom has been designated jointly by the Investors and approved by the Special Committee of the Board; and (v) for so long as he remains an employee of the Company (the “AIL Directors”)or any of its Subsidiaries, initially to be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇; provided, that, following the death, disability, retirement, resignation or other removal of ▇▇. ▇▇▇▇▇▇▇ ▇▇. from the Board (bincluding in connection with the termination of his employment with the Company and its Subsidiaries), the director designated pursuant to this Section 3.1(b)(v) Matrix shall be entitled to nominate and elect two (2) directors of an Independent Director designated by the Board of the Company (the “Matrix Directors”), initially to be ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ManNominating Committee. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be ▇▇▇▇▇▇▇ ▇▇▇▇. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be ▇▇▇▇ ▇▇. (e) ▇▇▇▇ ▇▇▇, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ and Sichuan Zhang, and ▇▇▇▇ ▇▇▇ shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder Stockholder agrees to vote vote, or cause to be voted, all of hisShares owned by such Stockholder, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders, subject to Section 6, the following persons shall be elected to the Board: (a) AIL shall be entitled Up to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially three individuals designated from time to be ▇▇▇time by ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be ▇▇▇▇▇ (each a “Founder Designee”), for so long as ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Man.▇▇▇▇▇▇ continue to own beneficially any shares of Common Stock, which individuals shall initially be ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇; (cb) Sequoia shall be entitled Up to nominate and elect one (1) director three individuals designated from time to time by the holders of a majority of outstanding shares of the Board of the Company Common Stock not held by ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the each an “Sequoia DirectorInvestor Designee”), which individuals shall initially to be ▇▇▇▇▇▇▇ ▇▇▇▇. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be ▇▇▇▇ ▇▇. (e) ▇▇▇▇ ▇▇▇, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and Sichuan Zhang, and ▇▇▇▇ ▇▇▇▇▇; and (c) One individual designated by ▇▇▇▇▇ shall have five (5) votes ▇▇▇▇▇ and subject to the approval of at least two Investor Designees, for each as long as ▇▇▇▇▇ ▇▇▇▇▇ or members of his immediate family continue to own or control Shares equal to at least 9.13% of the matters submitted to the Board issued and outstanding shares of Directors. (f) Tiger shall be entitled to appoint one (1) observer Common Stock (the “Board Observer▇▇▇▇▇ Designee”), which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and if ▇▇▇▇▇ ▇▇▇▇▇ or members of his immediate family do not own or control Shares equal to at least 9.13% of the issued and outstanding shares of Common Stock, the ▇▇▇▇▇ Designee will be determined by the majority vote of the Founder Designees and the Investor Designees. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Certificate of Incorporation. Each of the Founder Designees, Investors Designees, and the ▇▇▇▇▇ Designee (and each of their respective replacements) are required (i) to be a stockholder, or the legal representative of a stockholder, of the Company. The Board Observer shall , (ii) to have the right previous experience acting in a similar role, and (iii) to (i) receive any notices, documents and information have skills that the Company delivers are strategically valuable to the Company; provided, however, the incumbent members of the Board and (ii) attend and speak may waive these requirements for any designee by the affirmative vote of at meetings least two-thirds of the incumbent members of the Board. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Shareholder party hereto agrees to vote all of his, her or its Shares such Stockholder's shares of voting securities in the Company (Company, whether now owned or hereafter acquired or which the Shareholder such party may be empowered to vote, and to take such other action with respect thereto (including, without limitation, the giving of consents), from time to time and at all times, in whatever manner shall be necessary to ensure (i) the Board shall be comprised of five (5) individuals, and (ii) that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent all of the shareholders, following Persons shall serve from time to time as directors of the following persons shall be elected to the BoardCompany: (a) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially to be ▇L. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇, ▇▇▇▇▇▇ ▇▇.. (provided he is an executive officer of the Company or owns any shares of capital stock of the Company); (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Man. (c) Sequoia shall be entitled to nominate and elect one (1) director individual designated by the holders of a majority in interest of the Board Common Stock held by the Management Holders, such individual is, as of the Company (the “Sequoia Director”)date hereof, initially to be ▇▇▇▇▇▇▇ ▇▇▇▇.▇▇▇▇; (dc) Yunfeng shall be entitled to nominate and elect one two (12) director individuals designated by the holders of a majority in interest of the Board shares of Common Stock purchased under the Company Series A Purchase Agreement by the Series A Investors (the “Yunfeng DirectorPreferred Directors”), initially to be ▇▇▇▇ ▇▇. (e) which individuals are, as of the date hereof, ▇▇▇▇ ▇▇▇, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇, ▇; and (d) one (1) individual designated by L. ▇▇▇▇ ▇▇ and Sichuan Zhang, and ▇▇▇▇ ▇▇▇ shall have five (5) votes for each ▇▇▇▇, ▇▇. and approved by holders of a majority in interest of the matters submitted Stock Units, such approval not to be unreasonably withheld, which individual is, as of the Board of Directors. (f) Tiger shall be entitled date hereof, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to appoint one (1) observer serve for the term provided in the Company's Bylaws (the “Board Observer5th Director”) ); provided however, that from and after the date that is one year following his appointment as the 5th Director, the holders of a majority in interest of the Stock Units may either re- designate the 5th Director or designate a new 5th Director which director shall be subject to the consent of the remaining members of the Board (which consent shall not be unreasonably withheld). If a majority of the Companyremaining members of the Board do not approve the initial new 5th Director designated by the holders of a majority in interest of the Stock Units, such holders shall designate a second 5th Director. The Board Observer If the second 5th director is not approved by a majority of the remaining members of the Board, then such holders shall have submit a list of four potential 5th directors (which list may include the right to (i) receive any notices, documents and information that the Company delivers to first two 5th Directors previously rejected by the members of the Board Board), and (ii) attend and speak at meetings a majority of the Boardremaining members of the Board shall select the 5th Director from such list.