Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) At any time prior to the Expiration Time, subject to the terms and conditions of this Agreement and provided that Bandera together with its Affiliates Beneficially Own 21% or greater of the Outstanding Equity, Bandera 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 prior to the Expiration Time. The Nominee shall be selected by Bandera in reasonable consultation with (but without the need for the approval of) the Board. (b) Provided Bandera exercises its right under Section 1(a), the Company, subject to its rights under Section 2, shall at all times prior to the Expiration Time use its best efforts to cause the Board to include the Nominee in the slate of nominees recommended for election as a director at any annual or special meeting of the shareholders held prior to the Expiration Time (or, if permitted, by any action by written consent of the shareholders taken prior to the Expiration Time) at or by which directors of the Company are to be elected. (c) If, following the election of the Nominee to the Board, a Board vacancy occurs prior to the Expiration Time solely because of the death, disability, disqualification, resignation or removal of the Nominee, Bandera shall be entitled to designate such person’s successor in accordance with Section 2(b). (d) If prior to the Expiration Time the Nominee is not nominated or elected to the Board because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera shall be entitled to promptly designate another Nominee in accordance with the applicable provisions of Section 1 and the director position for which such Nominee was nominated shall not be filled pending such designation. (e) A Nominee shall be entitled to the same compensation paid and expense reimbursement payable to other non-employee Directors. (f) For the avoidance of doubt, the provisions of this Agreement shall not limit any rights Bandera may have as a shareholder of the Company pursuant to Ohio law, the Articles of Incorporation or the Code of Regulations.

Board Nomination Rights. (a) At any time prior The Company shall take all actions to ensure that from and after the Closing and for so long as the Investor meets the Ownership Threshold (as defined below) as of the date of determination, the Company shall use its best efforts to appoint one individual designated by the Investor (an “Investor Designee”) to the Expiration Time, subject to the terms and conditions board of this Agreement and provided that Bandera together with its Affiliates Beneficially Own 21% or greater of the Outstanding Equity, Bandera 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 directors of the Company prior to (the Expiration Time“Board”). The Nominee Investor’s initial Investor Designee shall be selected by Bandera in reasonable consultation with ▇▇▇▇ ▇▇▇▇▇ (but without the need for “Initial Designee”). Following the approval of) the Board. (b) Provided Bandera exercises its right under Section 1(a)Closing, the Company, subject to its rights under Section 2, Company shall at all times prior to the Expiration Time use its best efforts to cause the appointment to the Board to include the Nominee in the slate of nominees recommended for election as a director at any annual or special meeting of the shareholders held prior Initial Designee and thereafter, for so long as the Investor’s Board nomination right under this Section 1 continues, the Company will use its best efforts to cause the Investor Designee to be elected to the Expiration Time Board (or, if permitted, by any action by written consent including recommending that the Company’s stockholders vote in favor of the shareholders taken prior to the Expiration Time) at or by which directors of the Company are to be elected. (c) If, following the election of such designee, soliciting proxies and contesting any proxy contest and otherwise supporting such designee for election in a manner no less rigorous and favorable than the Nominee manner in which the Company supports its other nominees); provided that if the Investor determines to designate a different individual (“Replacement Designee”) as the Investor Designee, such obligation shall instead apply to the Replacement Designee. If the Investor Designee ceases to be a director of the Company, the Company shall use its best efforts to cause the appointment to the Board of a Replacement Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its best efforts to cause the election of such an individual to the Board, a Board vacancy occurs prior subject to the Expiration Time solely because same conditions and limitations as set forth in the foregoing sentence. During such time as the Investor Designee is a member of the death, disability, disqualification, resignation or removal of the Nominee, Bandera shall be entitled to designate such person’s successor in accordance with Section 2(b). (d) If prior to the Expiration Time the Nominee is not nominated or elected to the Board because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera shall be entitled to promptly designate another Nominee in accordance with the applicable provisions of Section 1 and the director position for which such Nominee was nominated shall not be filled pending such designation. (e) A Nominee Investor Designee shall be entitled to the same compensation paid level of compensation, directors’ and expense reimbursement payable officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other independent members of the Board. For purposes hereof, “Ownership Threshold” means that the Investor owns, in the aggregate, at least $15,000,000 of Preferred Stock, on an as-converted to other nonCommon Stock basis, as of any date of determination, based on the 30-employee Directors. Day Trailing VWAP (fas defined below); provided, however, that the Ownership Threshold shall automatically be deemed to be satisfied at any time the Investor holds at least 15,000 (as such amount may be adjusted for stock splits, subdivisions, combinations and the like) shares of Preferred Stock. For the avoidance purposes hereof, “30-Day Trailing VWAP” means, as of doubtany date of determination, the provisions volume-weighted average price per share of this Agreement shall not limit any rights Bandera may have as a shareholder of Common Stock on the Company pursuant exchange on which the Common Stock is then traded during the regular trading session (and excluding pre-market and after-hours trading) over the thirty (30) consecutive trading days prior to Ohio law, the Articles of Incorporation or the Code of Regulationsand including such determination date.

Board Nomination Rights. From the Effective Date, Humana shall have the right, but not the obligation, to nominate to the Board one (a1) At Director so long as Humana Beneficially Owns shares of Common Stock representing at least 5% of the shares of Common Stock then outstanding, which Director shall be nominated as a Class I Director; provided, however, that in the event that at any time prior to the Expiration Time, subject to the terms and conditions of this Agreement and provided that Bandera together with its Affiliates Beneficially Own 21Humana owning less than 5% or greater of the Outstanding Equityshares of Common Stock then outstanding, Bandera Humana Beneficially Owns more than 30% of the shares of Common Stock then outstanding, Humana shall have the right (right, but not the obligation, to nominate to the Board two (2) Directors for so long as Humana continues to Beneficially Own more than 30% of the shares of Common Stock then outstanding (such persons, the “Nominees”). Each of the Nominees of Humana shall be (i) reasonably acceptable to the Board of Directors (provided it is agreed that the Nominee on Exhibit A hereto is agreed to be acceptable to the Board of Directors) and (ii) excluded from any meeting of the Board of Directors or any committee thereof (or portion of any such meeting) and recused from any related decisions that any other member of the Board of Directors believes contains confidential information about any other health care payer or about any matters related to the Company’s relationship with Humana. (a) In the event that Humana has nominated less than the total number of designees that Humana shall be entitled to nominate pursuant to Section 1, Humana shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable Humana to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate one person such additional individuals nominated by Humana to be nominated for election fill such newly created vacancies or to the Board (a “Nominee”) by giving written notice to the Chairman of the Board or the Secretary of the Company prior to the Expiration Time. The Nominee shall be selected by Bandera in reasonable consultation with (but without the need for the approval of) the Boardfill any other existing vacancies. (b) Provided Bandera exercises its right under Section 1(a), the Company, subject to its rights under Section 2, The Company shall at pay all times prior to the Expiration Time use its best efforts to cause the Board to include the reasonable out-of-pocket expenses incurred by any Nominee in connection with the slate performance of nominees recommended for election his or her duties as a director and in connection with his or her attendance at any annual or special meeting of the shareholders held prior to the Expiration Time (or, if permitted, by any action by written consent of the shareholders taken prior to the Expiration Time) at or by which directors of the Company are to be electedBoard. (c) If, following the election of the Nominee to the Board, a Board vacancy occurs prior to the Expiration Time solely because of the death, disability, disqualification, resignation or removal of the Nominee, Bandera shall be entitled to designate such person’s successor in accordance with Section 2(b). (d) If prior to the Expiration Time the Nominee is not nominated or elected to the Board because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera shall be entitled to promptly designate another Nominee in accordance with the applicable provisions of Section 1 and the director position for which such Nominee was nominated shall not be filled pending such designation. (e) A Nominee shall be entitled to the same compensation paid and expense reimbursement payable to other non-employee Directors. (f) For the avoidance of doubt, the provisions of this Agreement shall not limit any rights Bandera may have as a shareholder of the Company pursuant to Ohio law, the Articles of Incorporation or the Code of Regulations.

Board Nomination Rights. (a) At any Following the date of the appointment to the Board of a VMD Director pursuant to Section 2 until the End Date, at every subsequent meeting of the Board, or a committee thereof, at which all of the directors of WBA are appointed by the Board or are nominated to stand for election by stockholders of WBA, the Nominating Person(s) shall have the right to nominate for election to the Board as a VMD Director, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the approval of the Nominating and Governance Committee of the Board after exercising its good faith customary due diligence review and fiduciary duties, one (1) representative (such Person, a “Nominee”). Any such Nominee must be identified by the Nominating Person(s) in writing to WBA no later than a time prior to such meeting to be reasonably specified by WBA to VMD in accordance with the Expiration TimeOrganizational Documents, or the Nominating Person(s) shall not have the right to identify a Nominee with respect to such meeting. Notwithstanding anything to the contrary set forth herein, the Nominee must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth in the Corporate Governance Guidelines of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all times when nominated to stand for election by stockholders of WBA and when serving as a director on the Board. In the event that the Nominating and Governance Committee of the Board or WBA do not approve a Nominee under this Section 3(a), WBA shall deliver prompt written notice to VMD and (i) the Nominating Person(s) shall be entitled to nominate another Nominee in accordance with and subject to the terms and conditions of this Agreement and provided that Bandera together with its Affiliates Beneficially Own 21% or greater of the Outstanding Equity, Bandera 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 prior to the Expiration Time. The Nominee shall be selected by Bandera in reasonable consultation with (but without the need for the approval of) the Board. (b) Provided Bandera exercises its right under Section 1(a3(a), the Company, subject to its rights under Section 2, shall at all times prior to the Expiration Time use its best efforts to cause the Board to include the Nominee in the slate of nominees recommended for election as a director at any annual or special meeting of the shareholders held prior to the Expiration Time (or, if permitted, by any action by written consent of the shareholders taken prior to the Expiration Timeii) at or by which directors of the Company are to be elected. (c) If, following the election of the Nominee to the Board, a Board vacancy occurs prior to the Expiration Time solely because of the death, disability, disqualification, resignation or removal of the Nominee, Bandera shall be entitled to designate such person’s successor in accordance with Section 2(b). (d) If prior to the Expiration Time the Nominee is not nominated or elected to the Board because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera shall be entitled to promptly designate another Nominee in accordance with the applicable provisions of Section 1 and the director position for which such Nominee was nominated shall not be filled pending such designationsubsequent nomination by the Nominating Person(s) and (iii) upon such nomination by the Nominating Person(s), the Board shall comply with its obligations with respect to such successor Nominee (as if such successor Nominee was the originally designated Nominee) in accordance with and subject to the terms and conditions of this Agreement; provided that any such successor Nominee must be identified by the Nominating Person(s) in writing to WBA no later than the time prior to the applicable meeting of the Board, or a committee thereof, previously reasonably specified by WBA to VMD in accordance with the Organizational Documents, or the Nominating Person(s) shall not have the right to identify a Nominee with respect to such meeting. (b) In the event that a Nominee shall cease to serve as the VMD Director and a director of WBA prior to the end of a term for which he or she has been duly elected because of such Nominee’s removal, death, disability, disqualification or resignation from the Board, (i) the Nominating Person(s) shall be entitled to promptly designate such person’s successor in accordance with and subject to the terms and conditions of this Agreement, including the requirements with respect to a Nominee set forth in Section 3(a) and otherwise, in writing to WBA, (ii) the director position for which the original Nominee was nominated shall not be filled pending such designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor Nominee within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process, to the extent such actions are not prohibited by applicable law or stock exchange rules, in accordance with and subject to the terms and conditions of this Agreement (it being understood that any such Nominee shall serve the remainder of the term of the VMD Director whom such Nominee replaces). (c) If a Nominee withdraws as a nominee prior to a stockholder meeting at which all of the directors of WBA are to be elected by the stockholders of WBA (an “Election Meeting”) or is otherwise unable to stand for election for any other reason (whether by reason of such person’s resignation, removal, death, disability, disqualification or otherwise), the Nominating Person(s) shall be entitled to designate promptly a replacement Nominee in writing to WBA no later than the time prior to such Election Meeting previously reasonably specified by WBA with respect thereto, in accordance with the terms of this Agreement, including the requirements with respect to a Nominee set forth in Section 3(a) and otherwise. (d) Prior to any nomination or designation of a Nominee by the Nominating Person(s) pursuant to this Section 3, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. (e) A In the event the Nominating Person(s) fail to timely nominate any Nominee they are entitled to nominate pursuant to this Agreement prior to the deadline specified by WBA in accordance with Section 3(a), the Nominating and Governance Committee of the Board shall be entitled to nominate an individual in lieu of such Nominee for inclusion in the same compensation paid Board’s Slate and expense reimbursement payable the applicable Director Election Proxy Statement with respect to other non-employee Directorsthe election for which such failure occurred and VMD and the Nominating Person(s) shall be deemed to have waived their rights hereunder with respect to such election. (f) For the avoidance of doubt, notwithstanding anything to the provisions of this Agreement contrary set forth herein, no more than one (1) VMD Director or other person designated or nominated by the Nominating Person(s) shall not limit any rights Bandera may have serve as a shareholder director of the Company pursuant to Ohio law, the Articles of Incorporation or the Code of RegulationsWBA at any time.

Board Nomination Rights. From the Effective Date, Humana shall have the right, but not the obligation, to nominate to the Board one (a1) At Director so long as Humana Beneficially Owns shares of Common Stock representing at least 5% of the shares of Common Stock then outstanding which Director shall be nominated as a Class I Director; provided, however, that in the event that at any time prior to the Expiration Time, subject to the terms and conditions of this Agreement and provided that Bandera together with its Affiliates Beneficially Own 21Humana owning less than 5% or greater of the Outstanding Equityshares of Common Stock then outstanding, Bandera Humana Beneficially Owns more than 30% of the shares of Common Stock then outstanding, Humana shall have the right (right, but not the obligation, to nominate to the Board two (2) Directors for so long as Humana continues to Beneficially Own more than 30% of the shares of Common Stock then outstanding (such persons, the “Nominees”). Each of the Nominees of Humana shall be (i) reasonably acceptable to the Board of Directors (provided it is agreed that the Nominee on Exhibit A hereto is agreed to be acceptable to the Board of Directors) and (ii) excluded from any meeting of the Board of Directors or any committee thereof (or portion of any such meeting) and recused from any related decisions that any other member of the Board of Directors believes contains confidential information about any other health care payer or about any matters related to the Company’s relationship with Humana. (a) In the event that Humana has nominated less than the total number of designees that Humana shall be entitled to nominate pursuant to Section 1, Humana shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable Humana to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate one person such additional individuals nominated by Humana to be nominated for election fill such newly created vacancies or to the Board (a “Nominee”) by giving written notice to the Chairman of the Board or the Secretary of the Company prior to the Expiration Time. The Nominee shall be selected by Bandera in reasonable consultation with (but without the need for the approval of) the Boardfill any other existing vacancies. (b) Provided Bandera exercises its right under Section 1(a), the Company, subject to its rights under Section 2, The Company shall at pay all times prior to the Expiration Time use its best efforts to cause the Board to include the reasonable out-of-pocket expenses incurred by any Nominee in connection with the slate performance of nominees recommended for election his or her duties as a director and in connection with his or her attendance at any annual or special meeting of the shareholders held prior to the Expiration Time (or, if permitted, by any action by written consent of the shareholders taken prior to the Expiration Time) at or by which directors of the Company are to be electedBoard. (c) If, following the election of the Nominee to the Board, a Board vacancy occurs prior to the Expiration Time solely because of the death, disability, disqualification, resignation or removal of the Nominee, Bandera shall be entitled to designate such person’s successor in accordance with Section 2(b). (d) If prior to the Expiration Time the Nominee is not nominated or elected to the Board because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera shall be entitled to promptly designate another Nominee in accordance with the applicable provisions of Section 1 and the director position for which such Nominee was nominated shall not be filled pending such designation. (e) A Nominee shall be entitled to the same compensation paid and expense reimbursement payable to other non-employee Directors. (f) For the avoidance of doubt, the provisions of this Agreement shall not limit any rights Bandera may have as a shareholder of the Company pursuant to Ohio law, the Articles of Incorporation or the Code of Regulations.

Board Nomination Rights. (a) At any time prior to the Expiration Time, subject to the terms and conditions of this Agreement and provided that Bandera the Stockholder together with its Affiliates Beneficially Own 2110.0% or greater of the Outstanding Equity, Bandera the Stockholder 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 prior to the Expiration Time. As a condition of exercising its right under Section 2 of this Agreement, the Stockholder hereby agrees that effective upon the election of such Nominee to the Board, the Stockholder’s rights under Section 1 of this Agreement shall automatically expire and no person may continue to act in the capacity as Board Observer. The Nominee shall be selected by Bandera the Stockholder in reasonable consultation with (but without the need for the approval of) the BoardCompany’s Nominating and Corporate Governance Committee of its Board of Directors (the “Nominating Committee”). (b) Provided Bandera the Stockholder exercises its right under Section 1(a)2(a) prior to the Expiration Time, the Company, Company shall subject to its rights under Section 2, shall 3: (i) promptly increase the size of the Board from five (5) to six (6) members; (ii) appoint such Nominee as a member of the Board; and (iii) at all times prior to during the Expiration Time Designation Period, include, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to include the Nominee in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the shareholders Stockholders held prior to during the Expiration Time Designation Period (or, if permitted, by any action by written consent of the shareholders Stockholders taken prior to during the Expiration TimeDesignation Period) at or by which directors of the Company are to be elected. (c) If, following the election of the Nominee to the Board, If a Board vacancy occurs prior to during the Expiration Time Designation Period solely because of the death, disability, disqualification, resignation or removal of the Nominee, Bandera the Stockholder shall be entitled to designate such person’s successor in accordance with Section 2(b3(b). (d) If prior to during the Expiration Time Designation Period the Nominee is not nominated or elected to the Board because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera the Stockholder shall be entitled to promptly designate another Nominee in accordance with the applicable provisions of Section 1 2 and the director position for which such Nominee was nominated shall not be filled pending such designation. (e) A Nominee shall be entitled to the same compensation paid and expense reimbursement payable to other non-employee Directors. (f) If in the reasonable judgment of the Company, the election or appointment of the Nominee would cause the Company to not comply with the relevant listing rules of the Nasdaq Stock Market (the “Listing Rules”), including the requirement that the Company’s Board be comprised of a majority of Independent Directors, then the Company may defer the appointment and/or election of such Nominee until it is able to take commercially reasonable measures to ensure that such appointment or election would not cause the Company to violate the Listing Rules. For the purpose of clarity, it is agreed that such measures may include a further increase in the size of the Board and the appointment and/or election of an additional individual to serve as an Independent Director, which individual shall be selected in the sole discretion of the Company. (g) For the avoidance of doubt, the provisions of this Agreement shall not limit any rights Bandera the Stockholder may have as a shareholder stockholder of the Company pursuant to Ohio Delaware law, the Articles Certificate of Incorporation or the Code of RegulationsBy-Laws.

Board Nomination Rights. (a) At The Company shall take all actions to ensure that from and after the Closing Date and for so long as the Investor meets the Ownership Threshold (as defined below), one individual designated by the Investor shall be appointed to the board of directors of the Company (the “Board”) if the Board consists of five or fewer members and two individuals designated by the Investor shall be appointed to the Board if the Board consists of more than five members (each an “Investor Designee”). For purposes hereof, “Ownership Threshold” means that the Investor owns, in the aggregate, at least $10,000,000 of Preferred Stock, on an as-converted to Common Stock basis, as of any date of determination, based on the 30-Day Trailing VWAP (as defined below); provided, however, that the Ownership Threshold shall automatically be deemed to be satisfied at any time the Buyer holds at least 10,000 (as such amount may be adjusted for stock splits, subdivisions, combinations and the like) shares of Common Stock. For purposes hereof, “30-Day Trailing VWAP” means, as of any date of determination, the volume-weighted average price per share of Common Stock on the exchange on which the Common Stock is then traded during the regular trading session (and excluding pre-market and after-hours trading) over the thirty (30) consecutive trading days prior to and including such determination date. The Investor’s initial Investor Designee shall be Pratap Muharji (the “Initial Designee”). On or prior to the Expiration TimeClosing Date, subject the Company shall take all actions necessary to cause the appointment to the terms and conditions of this Agreement and provided that Bandera together with its Affiliates Beneficially Own 21% or greater Board of the Outstanding EquityInitial Designee effective as of the Closing Date, Bandera shall have and thereafter, for so long as the Investor’s Board nomination right (but not under this Section 1 continues, the obligation) Company will use its best efforts to designate one person to be nominated for election ensure that each Investor Designee is elected to the Board (including recommending that the Company’s stockholders vote in favor of the election of such designees, soliciting proxies and contesting any proxy contest and otherwise supporting such designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees); provided that if the Investor determines to designate a different individual (“NomineeReplacement Designee”) by giving written notice as an Investor Designee, such obligation shall instead apply to the Chairman such Replacement Designee. If an Investor Designee ceases to be a director of the Board or the Secretary of the Company prior to the Expiration Time. The Nominee shall be selected by Bandera in reasonable consultation with (but without the need for the approval of) the Board. (b) Provided Bandera exercises its right under Section 1(a), the Company, subject the Company shall take all actions necessary to its rights under Section 2, shall at all times prior cause the appointment to the Expiration Time Board of a Replacement Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its best efforts to cause the Board to include the Nominee in the slate of nominees recommended for election as a director at any annual or special meeting of the shareholders held prior to the Expiration Time (or, if permitted, by any action by written consent of the shareholders taken prior to the Expiration Time) at or by which directors of the Company are to be elected. (c) If, following the election of the Nominee such an individual to the Board, a Board vacancy occurs prior subject to the Expiration Time solely because of same conditions and limitations as set forth in the death, disability, disqualification, resignation or removal of the Nominee, Bandera foregoing sentence. Each Investor Designee shall be entitled to designate such person’s successor in accordance with Section 2(b). the level of compensation, directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (dincluding under any indemnification agreement) If prior to as the Expiration Time the Nominee is not nominated or elected to other members of the Board because of such Nominee’s death, disability, disqualification, withdrawal in their capacities as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera shall be entitled to promptly designate another Nominee in accordance with the applicable provisions of Section 1 and the director position for which such Nominee was nominated shall not be filled pending such designation. (e) A Nominee directors. Each Investor Designee shall be entitled to the same compensation paid level of directors’ and expense reimbursement payable to officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other non-employee Directors. (f) For members of the avoidance Board. As promptly as practicable, and for so long as an Investor Designee serves on the Company’s board of doubtdirectors, the provisions Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount and on terms deemed reasonably acceptable to the Investor Designees, but no less than $2 million of this Agreement shall not limit any rights Bandera may have as a shareholder of the Company pursuant to Ohio law, the Articles of Incorporation or the Code of Regulationscoverage per director.

Board Nomination Rights. (a) At any time prior a. Effective as of the date hereof, and solely to the Expiration Timeextent the below named persons wish to stand for election or serve as directors, the Company agrees that the Corporate Governance and Nominating Committee (or a duly constituted subcommittee thereof) (the “Nominating Committee”) of the Board of Directors of the Company (the “Board”) shall recommend for election and the Board agrees to nominate for election up to two (2) individuals in the aggregate, pursuant to Sections 1(b) and 1(c) below, to be confidentially designated by BVF for nomination by the Board (the “Designation Right”) to serve as directors of the Board in accordance with this Section 1, subject to the terms and conditions of this Agreement and provided that Bandera together with its Affiliates Beneficially Own 21% or greater consent of the Outstanding EquityNominating Committee and the Board with respect to each such designee, Bandera which consent is not to be unreasonably withheld, and which consent shall have be deemed automatically given with respect to a designee if that designee is either ▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇ unless such individual is or subsequently becomes a “bad actor” within the right meaning of Rule 506 of Regulation D under the Securities Exchange Act of 1934, as amended (but the “Exchange Act”) (it being understood that if the Nominating Committee and the Board does not the obligation) approve a given BVF designee, then BVF shall be entitled to confidentially designate one person or more additional candidates until such time as such designees have actually been appointed to be the Board pursuant to Sections 1(b) and 1(c)). Each individual designated confidentially by BVF to serve as a director of the Board pursuant to the Designation Right and who is appointed and/or nominated to the Board is referred to herein as a “Designee”. For the avoidance of doubt, other than the persons appointed to the Board pursuant to the Designation Right and pursuant to Section 1(d), the nomination of any other individual for election to the Board (a “Nominee”) by giving written notice to remains at the Chairman sole discretion of the Board and the Nominating Committee. If a Designee resigns or is unable to serve for any reason, the Secretary Stockholders may select a replacement Designee who shall be nominated pursuant to the terms of this Section 1. b. One Designee (the “Class I Designee”) shall initially be recommended by the Nominating Committee and appointed by the Board concurrent with the execution of this Letter Agreement to fill a vacancy on the Board and serve as a Class I director (as described in Article VI of the Company prior Company’s current Amended and Restated Certificate of Incorporation (the “Current Charter”), whose term will expire at the 2017 annual meeting of the Company’s stockholders. At each subsequent election at which the Class I directors are to be elected to the Expiration Time. The Nominee Board, the Class I Designee (or his or her successor designated pursuant to Section 1(a) or Section 1(e)) shall be selected nominated by Bandera the Board for election to the Board as a Class I director. In the event that the Company’s stockholders do not elect the Class I Designee to the Board at any meeting of stockholders at which such Class I Designee stands for election, then the Designation Right shall automatically terminate with respect to such Class I Designee. c. Solely in reasonable consultation the event that ▇▇. ▇▇▇▇ is unwilling or unable to serve on the Board pursuant to Section 1(d) below, the Stockholders shall be entitled to designate one Designee (the “Class III Designee”) who shall initially be recommended by the Nominating Committee and appointed by the Board and serve as a Class III director (as described in Article VI of the Current Charter) whose term will expire at the 2016 annual meeting of the Company’s stockholders (the “2016 Annual Meeting”). At the 2016 Annual Meeting and at each subsequent election at which the Class III directors are to be elected to the Board, the Class III Designee (or his or her successor designated pursuant to Section 1(a) or Section 1(e)) shall be nominated by the Board for election to the Board as a Class III director. In the event that the Company’s stockholders do not elect the Class III Designee to the Board at any meeting of stockholders at which such Class III Designee stands for election, then, the Designation Right shall automatically terminate with respect to the Class III Designee. d. Concurrent with the execution of this Agreement, the Board shall appoint ▇▇. ▇▇▇▇ ▇▇▇▇ (but without the need “New Director”) to serve as a Class III director to the Board and at the 2016 Annual Meeting ▇▇. ▇▇▇▇ shall be nominated by the Board for election to the approval ofBoard as a Class III director, subject to compliance with the Company’s customary requirements for all directors. At the 2016 Annual Meeting, the Company shall: (i) include the New Director in its slate of nominees for election to the Board, (ii) recommend that stockholders vote in favor of the election of such New Director and (iii) support such New Director for election to the Board in a manner no less favorable than how the Company supports other Board-nominated nominees for election to the Board. (b) Provided Bandera exercises its right under Section 1(a), the Company, subject to its rights under Section 2, shall at all times prior e. As a condition to the Expiration Time use its best efforts appointment of the Class I Designee and Class III Designee to cause the Board to include the Nominee in the slate Board, and any subsequent nomination of nominees recommended each Designee for election as a director at any an applicable annual or special meeting or in respect of the shareholders held prior to the Expiration Time (or, if permitted, by any action by solicitation of written consent consents of the shareholders taken prior to the Expiration Time) stockholders at or by which directors of the Company are to be elected. (c) elected to serve on the Board in the class in which such Designee serves, each Designee will provide such information the Company reasonably requires from all directors and nominees to the Board, including information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and will consent to appropriate background checks. If, following the election completion of the Nominee Company’s review process, the Board learns that a Designee is a “bad actor” within the meaning of Rule 506 of Regulation D under the Exchange Act or has committed, been indicted or charged with, or made a plea of nolo contendre to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, then, consistent with its treatment of all other directors on the Board, the Board may request that the Designee submit his or her resignation and, in such case, BVF will cause such Designee to resign from the Board and may select a replacement designee reasonably acceptable to the Board. f. Each Stockholder agrees, and any Designee that serves as a director will agree, to be bound by the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and other applicable corporate governance policies governing the obligations of directors and executive officers of the Company. At all times while serving as a member of the Board, each Designee shall comply with all policies, procedures, processes, codes, rules, standards and legally permissible guidelines applicable to all of the Company’s directors. In addition, as a condition to being appointed to the Board, a each Designee will execute an agreement whereby the Designee will automatically (and without the need for further action) resign from the Board vacancy occurs prior to the Expiration Time solely because of the death, disability, disqualification, resignation as set forth in Section 1(e) or removal of the Nominee, Bandera shall be entitled to designate such person’s successor in accordance with Section 2(b5(a). (d) If prior to g. Except as otherwise set forth herein, until the Expiration Time Date (as defined below), the Nominee is not nominated or elected Company shall: (i) include each Designee in its slate of nominees for election to the Board because at each applicable annual or special meeting or in respect of such Nominee’s death, disability, disqualification, withdrawal as a nominee or such Nominee is for any other reason unavailable or unable solicitation of written consents of stockholders at which directors are to be elected to serve on the Board in the class in which the Designee serve, (ii) recommend that stockholders vote in favor of the election of each such Designee and (iii) support each such Designee for election to the Board in a manner no less favorable than how the Company supports other Board, Bandera shall be entitled -nominated nominees for election to promptly designate another Nominee in accordance with the applicable provisions of Section 1 and the director position for which such Nominee was nominated shall not be filled pending such designationBoard. (e) A Nominee shall h. As a result of the actions contemplated by this Letter Agreement, the Board will consist of seven directors, of which two directors will be entitled to the same compensation paid Class I Directors, two directors will be Class II Directors and expense reimbursement payable to other non-employee three directors will be Class III Directors. (f) For i. The Company acknowledges receipt of the avoidance identity of doubtthe Class I Designee, the provisions Class III Designee and the New Director and any information required from such persons and the Nominating Committee has approved and recommended to the Board the appointment of such individuals and the Board has approved of such appointment. j. If the continuation of the Designation Right would cause any violation of the applicable listing rules of NASDAQ, in which case the Designation Right shall be amended by the parties solely as necessary to ensure compliance with such listing rules and the parties shall work in good faith to document and approve such necessary modification(s); provided, however, the Company shall first use its reasonable best efforts to make any necessary adjustments with respect to the remaining directors on the Board to comply with such listing rules of NASDAQ prior to modifying the Designation Right or any terms of this Agreement shall not limit any rights Bandera may have as a shareholder of the Company pursuant to Ohio law, the Articles of Incorporation or the Code of RegulationsLetter Agreement.

Board Nomination Rights. (a) At For so long as the TOBI Purchaser and its Permitted Transferees continue to beneficially own at least 25% of the Series A Convertible Preferred Stock (and any time Underlying Shares issued as a result of the conversion thereof), the TOBI Purchasers shall be entitled to nominate one director to the Board of Directors (the “Preferred Director”), in addition to the existing rights of the TOBI Purchaser under Section 2.1 of the Stockholders Agreement. The Board of Directors shall take all action necessary or reasonably advisable such that the initial Preferred Director designated by the TOBI Purchaser following the date hereof shall be promptly appointed to the Board of Directors. The TOBI Purchaser shall nominate the Preferred Director by delivering to the Company its written statement at least 60 days prior to the Expiration Timeone-year anniversary of the preceding annual meeting nominating its director and setting forth such directors’ business address, subject to the terms telephone number, facsimile number and conditions of this Agreement and e-mail address; provided that Bandera together with its Affiliates Beneficially Own 21% if the TOBI Purchaser shall fail to deliver such written notice, the TOBI Purchaser, shall be deemed to have nominated the Preferred Director previously nominated (or greater of designated pursuant to this Section 5.10) by the Outstanding Equity, Bandera shall have the right (but not the obligation) to designate one person to be nominated for election to TOBI Purchaser who is/are currently serving on the Board (a “Nominee”) by giving written notice to the Chairman of the Board or the Secretary of the Company prior to the Expiration Time. The Nominee shall be selected by Bandera in reasonable consultation with (but without the need for the approval of) the BoardDirectors. (b) Provided Bandera exercises its right under Section 1(aNotwithstanding the foregoing or anything to the contrary set forth in the Stockholders Agreement, if at any time following the Closing, the Aggregate Snow ▇▇▇▇▇▇ Ownership (as defined in the Stockholders Agreement) ceases to be at least 7.5% of the outstanding Common Stock of the Company immediately following the consummation of the IPO (as defined in the Stockholders Agreement), the Company, subject to its rights under Section 2, shall at all times prior to the Expiration Time use its best efforts to cause the Board to include the Nominee Snow ▇▇▇▇▇▇ Parties (as defined in the slate of nominees recommended for election as a Stockholders Agreement) will retain the right to nominate one director at any annual or special meeting of the shareholders held prior to the Expiration Time (or, if permitted, by any action by written consent of the shareholders taken prior to the Expiration Time) at or by which directors of the Company are to be elected. (c) If, following the election of the Nominee to the Board, a Board vacancy occurs prior to the Expiration Time solely because of the death, disability, disqualification, resignation or removal of the Nominee, Bandera shall be entitled to designate such person’s successor in accordance with Section 2(b). (d) If prior to the Expiration Time the Nominee is not nominated or elected to the Board because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera shall be entitled Board of Directors for so long as the Snow ▇▇▇▇▇▇ Purchasers and their Permitted Transferees continue to promptly designate another Nominee in accordance with beneficially own at least 25% of the applicable provisions of Section 1 Series A Convertible Preferred Stock (and the director position for which such Nominee was nominated shall not be filled pending such designation. (e) A Nominee shall be entitled to the same compensation paid and expense reimbursement payable to other non-employee Directors. (f) For the avoidance of doubt, the provisions of this Agreement shall not limit any rights Bandera may have Underlying Shares issued as a shareholder result of the Company pursuant to Ohio law, the Articles of Incorporation or the Code of Regulationsconversion thereof).

Board Nomination Rights. (a) At The Company shall take all actions to ensure that from and after the Closing Date and for so long as the Investor meets the Ownership Threshold (as defined below), one individual designated by the Investor shall be appointed to the board of directors of the Company (the “Board”) if the Board consists of five or fewer members and two individuals designated by the Investor shall be appointed to the Board if the Board consists of more than five members (each an “Investor Designee”). For purposes hereof, “Ownership Threshold” means that the Investor owns, in the aggregate, at least $10,000,000 of Preferred Stock, on an as-converted to Common Stock basis, as of any date of determination, based on the 30-Day Trailing VWAP (as defined below); provided, however, that the Ownership Threshold shall automatically be deemed to be satisfied at any time the Buyer holds at least 10,000 (as such amount may be adjusted for stock splits, subdivisions, combinations and the like) shares of Preferred Stock. For purposes hereof, “30-Day Trailing VWAP” means, as of any date of determination, the volume-weighted average price per share of Common Stock on the exchange on which the Common Stock is then traded during the regular trading session (and excluding pre-market and after-hours trading) over the thirty (30) consecutive trading days prior to and including such determination date. The Investor’s initial Investor Designee shall be Pratap Muharji (the “Initial Designee”). On or prior to the Expiration TimeClosing Date, subject the Company shall take all actions necessary to cause the appointment to the terms and conditions of this Agreement and provided that Bandera together with its Affiliates Beneficially Own 21% or greater Board of the Outstanding EquityInitial Designee effective as of the Closing Date, Bandera shall have and thereafter, for so long as the Investor’s Board nomination right (but not under this Section 1 continues, the obligation) Company will use its best efforts to designate one person to be nominated for election ensure that each Investor Designee is elected to the Board (including recommending that the Company’s stockholders vote in favor of the election of such designees, soliciting proxies and contesting any proxy contest and otherwise supporting such designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees); provided that if the Investor determines to designate a different individual (“NomineeReplacement Designee”) by giving written notice as an Investor Designee, such obligation shall instead apply to the Chairman such Replacement Designee. If an Investor Designee ceases to be a director of the Board or the Secretary of the Company prior to the Expiration Time. The Nominee shall be selected by Bandera in reasonable consultation with (but without the need for the approval of) the Board. (b) Provided Bandera exercises its right under Section 1(a), the Company, subject the Company shall take all actions necessary to its rights under Section 2, shall at all times prior cause the appointment to the Expiration Time Board of a Replacement Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its best efforts to cause the Board to include the Nominee in the slate of nominees recommended for election as a director at any annual or special meeting of the shareholders held prior to the Expiration Time (or, if permitted, by any action by written consent of the shareholders taken prior to the Expiration Time) at or by which directors of the Company are to be elected. (c) If, following the election of the Nominee such an individual to the Board, a Board vacancy occurs prior subject to the Expiration Time solely because of same conditions and limitations as set forth in the death, disability, disqualification, resignation or removal of the Nominee, Bandera foregoing sentence. Each Investor Designee shall be entitled to designate such person’s successor in accordance with Section 2(b). the level of compensation, directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (dincluding under any indemnification agreement) If prior to as the Expiration Time the Nominee is not nominated or elected to other members of the Board because of such Nominee’s death, disability, disqualification, withdrawal in their capacities as a nominee or such Nominee is for any other reason unavailable or unable to serve on the Board, Bandera shall be entitled to promptly designate another Nominee in accordance with the applicable provisions of Section 1 and the director position for which such Nominee was nominated shall not be filled pending such designation. (e) A Nominee directors. Each Investor Designee shall be entitled to the same compensation paid level of directors’ and expense reimbursement payable to officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other non-employee Directors. (f) For members of the avoidance Board. As promptly as practicable, and for so long as an Investor Designee serves on the Company’s board of doubtdirectors, the provisions Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount and on terms deemed reasonably acceptable to the Investor Designees, but no less than $2 million of this Agreement shall not limit any rights Bandera may have as a shareholder of the Company pursuant to Ohio law, the Articles of Incorporation or the Code of Regulationscoverage per director.

Board Nomination Rights. (a) At Effective promptly following the Closing (subject to Section 4.07(c)) and for so long as the Purchasers and their Affiliates collectively Beneficially Own 50% or more of the aggregate principal amount of the Notes Beneficially Owned by the Purchasers and their Affiliates collectively immediately following the Closing (provided that, to the extent any time such Notes have been converted into Company Common Stock, Purchasers and their Affiliates shall be deemed to continue to own such Notes for purposes of calculating the principal amount of the Notes pursuant to this sentence for so long as they hold the shares of Company Common Stock issued upon such conversion) (the “Minimum Ownership Threshold”), the Purchasers shall have the right to designate one Purchaser Designee. The initial Purchaser Designee shall be mutually agreed in accordance with Section 4.07(c), and promptly following the Closing (and in any event at or prior to the Expiration Timenext regular meeting of the Board of Directors) (subject to Section 4.07(c)) shall be appointed to the Board of Directors as a director with a term expiring at the Company’s next annual meeting of the Company’s stockholders following the Closing. At each annual meeting of the Company’s stockholders following the Closing Date at which the Purchaser Designee’s term as a director expires (or, subject if the stockholders of the Company fail to elect the Purchaser Designee standing for election to the Board of Directors, the annual meeting of the Company’s stockholders following the Closing Date at which the Purchaser Designee’s term would have expired had the Purchaser Designee been elected to the Board of Directors), the Company shall nominate for election to the Board of Directors the Purchaser Designee; provided, that the Purchasers shall cease to have the right to designate the Purchaser Designee pursuant to this Section 4.07 from and after such time as the Purchasers and their Affiliates fail to satisfy the Minimum Ownership Threshold. (b) Subject to the terms and conditions of this Agreement Section 4.07 and provided that Bandera together with its Affiliates Beneficially Own 21% or greater of applicable law, for so long as the Outstanding Equity, Bandera Purchasers shall have the right (but not the obligation) to designate one person to be nominated the Purchaser Designee for appointment or nomination by the Company for election to the Board (a “Nominee”) by giving written notice of Directors pursuant to the Chairman of the Board or the Secretary of the Company prior to the Expiration Time. The Nominee shall be selected by Bandera in reasonable consultation with (but without the need for the approval of) the Board. (b) Provided Bandera exercises its right under Section 1(a4.07(a), the Company, subject to its rights under Section 2, shall at all times prior to the Expiration Time use its best efforts to cause the Board Company agrees to include the Nominee Purchaser Designee in the its slate of nominees recommended for election as a director of the Company at any each annual or special meeting of the shareholders held prior to Company’s stockholders (or action by written consent in lieu of such meeting) following the Expiration Time Closing Date at which the Purchaser Designee’s term as a director expires (or, if permittedthe stockholders of the Company fail to elect the Purchaser Designee standing for election to the Board of Directors, by any the annual meeting of the Company’s stockholders following the Closing Date at which the Purchaser Designee’s term would have expired had the Purchaser Designee been elected to the Board of Directors) and to use its reasonable efforts to cause the election of the Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable annual meeting of stockholders or action by written consent in lieu of such meeting). For the avoidance of doubt, failure of the shareholders taken prior to the Expiration Time) at or by which directors stockholders of the Company are to be electedelect the Purchaser Designee to the Board of Directors shall not affect the right of the Purchasers to designate a Purchaser Designee pursuant to this Section 4.07 in any future election of directors. (c) IfThe Purchaser Designee must be (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇, following (y) ▇▇▇▇ ▇▇▇▇▇▇ or (z) a CEO, managing partner or managing director (or if there has been a Director Policy Change, a director) of Silver Lake Technology Management, L.L.C. (or any successor thereto) that in each case is reasonably acceptable to the election Board of Directors and who meets in all material respects all of the Nominee requirements of a director of the Company described in this Section 4.07. As a condition to the Board, a Board vacancy occurs prior Purchaser Designee’s appointment to the Expiration Time solely because Board of Directors and nomination for election as a director of the deathCompany pursuant to this Section 4.07 (A) the Purchasers and the Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, disabilitycandidates for directors, disqualificationand their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, resignation in each case, relating to their nomination or removal election as a director of the NomineeCompany or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, Bandera independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchasers, their Affiliates and the Purchaser Designee, (B) the Purchaser Designee must be qualified to serve as a director of the Company under the GBCC, applicable law and stock exchange rules regarding service as a director of the Company to the same extent as all other directors of the Company and (C) the Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, the Company’s Director Code of Conduct and Ethics, and the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy (subject to Section 4.02), in each case as currently in effect, with such changes thereto (or such successor policies or other similar policies adopted from time to time) as are applicable to all other directors, in each case, as such changes or policies are adopted in good faith by the Board of Directors, and do not by their terms materially, adversely and disproportionately impact the Purchaser Designee relative to all other directors and as are consistent with clause (d) below (the “Specified Guidelines”) (for the avoidance of doubt, the Purchaser Designee shall not be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchasers and the Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchasers and the Purchaser Designee in connection with their efforts to provide the requested information. Any other SLG Affiliated Director nominated by the Company shall be entitled subject to designate such person’s successor the same requirements as described in accordance with this Section 2(b4.07(c). (d) If The Purchasers acknowledge that at all times while serving as a member of the Board of Directors, each SLG Affiliated Director will be required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-executive members of the Board of Directors that (x) are included in the Specified Guidelines or (y) relate to the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board of Directors or committees of the Board of Directors to the extent not disclosed publicly by the Company (subject to the terms of the Confidentiality Agreement). Notwithstanding the foregoing, (i) under no circumstances will such policies, procedures, processes, codes, rules, standards and guidelines be violated by the Purchaser Designee for purposes hereof (x) receiving compensation from the Purchasers or any of their Affiliates or (y) failing to notify, or receive the approval of, of the Company prior to accepting an invitation to serve on another board of directors and (ii) if such Specified Guidelines are in good faith changed in a manner that results in the Expiration Time Purchaser Designee no longer satisfying the Nominee is Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchasers agree that they shall not designate the Purchaser Designee to be nominated or by the Company for election to the Board of Directors at the annual meeting of the Company’s stockholders following such change at which the Purchaser Designee’s term as a director expires (or, if the stockholders of the Company fail to elect the Purchaser Designee to the Board of Directors, the annual meeting of the Company’s stockholders following the Closing Date at which the Purchaser Designee’s term would have expired had the Purchaser Designee been elected to the Board because of Directors). The Company acknowledges and agrees that any share ownership requirement for the Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchasers and/or their Affiliates and under no circumstances shall any of such Nomineepolicies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchasers’ or their Affiliates’ transfers of securities pursuant to Article V. (e) For so long as an SLG Affiliated Director is on the Board of Directors, the Company shall not implement or maintain any trading policy or similar guideline or policy with respect to the trading of securities of the Company that is targeted at any Purchaser or their Affiliates (including a policy that limits, prohibits or restricts the Purchasers or their Affiliates from entering into any hedging or derivative arrangements), in each case, other than (i) with respect to any SLG Affiliated Director, which policy or guideline is applicable to all directors of the Company, (ii) policies or guidelines requiring compliance with applicable federal securities or other laws and/or (iii) with respect to compliance with the terms of this Agreement or the Confidentiality Agreement. (f) Subject to the terms and conditions of this Section 4.07 (including Section 4.07(c)), if a vacancy on the Board of Directors is created as a result of the Purchaser Designee’s death, disabilityresignation, disqualificationdisqualification or removal (in each case, withdrawal except with respect to a removal or resignation contemplated by Sections 4.07(g) or (i)), or if the Purchasers desire to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchasers, the Purchasers and the Company shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practicable with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practicable be appointed to the Board of Directors to fill such vacancy and/or be nominated by the Company for election to the Board of Directors as a nominee “Purchaser Designee” pursuant to this Section 4.07 (as applicable). (g) The Company’s obligations under this Section 4.07 with respect to the Purchaser Designee shall terminate (and the Purchasers shall have no designation or nomination rights hereunder) if (i) the Company consolidates or merges with or into any Person and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NYSE, in which case the Purchaser Designee shall deliver his written resignation to the Board of Directors effective as of immediately prior to the effectiveness of such Nominee Change in Control, or (ii) (A) the Purchasers and the Purchaser Affiliates, collectively, cease to satisfy the Minimum Ownership Threshold or (B) any of the Purchasers or any Purchaser Affiliate, including the Purchaser Designee, is in material breach of Section 4.02 or 4.03 or discloses Confidential Information to a Third Party in material breach of the terms and conditions of the Confidentiality Agreement, and in either such case the Purchaser Designee shall promptly offer to resign from the Board of Directors (and, if requested by the Company, promptly deliver his written resignation to the Board of Directors (which shall provide for any his immediate resignation), it being understood that it shall be in the Board of Directors’ sole discretion whether to accept or reject such resignation). The Purchasers agree to cause, and agree to cause their respective Affiliates to cause, the Purchaser Designee to resign from the Board of Directors if the Purchaser Designee fails to resign if and when requested pursuant to this clause (g). (h) If the Purchaser Designee ceases to satisfy in all material respects the conditions and obligations set forth in clauses (c) through (d) of this Section 4.07 (other reason unavailable than due to a Director Policy Change, which shall be governed by Section 4.07(d)), the Company may notify the Purchasers thereof and promptly following such notification, (x) the Purchaser Designee shall promptly offer to resign from the Board of Directors (and, if requested by the Company, promptly deliver his written resignation to the Board of Directors (which shall provide for his immediate resignation), it being understood that it shall be in the Board of Directors’ sole discretion whether to accept or unable to serve on reject such resignation) and (y) the Board, Bandera Purchasers shall be entitled to promptly designate another Nominee fill the vacancy created thereby in accordance with Section 4.07(f). The Purchasers agree to cause, and agree to cause their respective Affiliates to cause, the applicable provisions Purchaser Designee to resign from the Board of Section 1 Directors if the Purchaser Designee fails to resign if and the director position for which such Nominee was nominated shall not be filled pending such designationwhen requested pursuant to this clause (h). (ei) A Nominee If the Purchasers and their Affiliates cease to satisfy the Minimum Ownership Threshold, then the Company may (in its sole discretion) request the resignation of the Purchaser Designee and, promptly following such request, the Purchaser Designee shall promptly offer to resign from the Board of Directors (and, if requested by the Company, promptly deliver his written resignation to the Board of Directors (which shall provide for his immediate resignation), it being understood that it shall be entitled in the Board of Directors’ sole discretion whether to accept or reject such resignation). The Purchasers agree to cause, and agree to cause their respective Affiliates to cause, the same compensation paid Purchaser Designee to resign from the Board of Directors if the Purchaser Designee fails to resign if and expense reimbursement payable when requested pursuant to other non-employee Directorsthis clause (i). (fj) For the avoidance of doubt, the provisions of notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchasers who sign a Joinder) shall not limit have any rights Bandera may pursuant to this Section 4.07. (k) Subject to the terms of the Confidentiality Agreement, for so long as the Purchasers shall have as a shareholder the right to designate the Purchaser Designee for appointment or nomination by the Company for election to the Board of Directors pursuant to Section 4.07(a), the Company shall provide to the Purchasers, Silver Lake Technology Management, L.L.C. and other Purchaser Affiliates designated by the Purchasers and acceptable to the Company access to (i) any materials or documents provided by the Company to the Board of Directors or any committee of the Board of Directors on which any SLG Affiliated Director then serves substantially concurrently with the time such materials or documents are provided to the Board of Directors or such committee and (ii) reasonable access to the officers of the Company pursuant to Ohio lawdiscuss the Company’s affairs, finances, and accounts, during normal business hours, as may be reasonably requested by such Persons; provided that the Articles Company shall not be obligated to provide materials, documents or information that it reasonably and in good faith considers to (A) violate or prejudice the rights of Incorporation its customers in any material respect, (B) be a trade secret or competitively sensitive information, (C) be likely to jeopardize the Code of Regulations.attorney-client privilege, attorney work product protection or other legal privilege if disclosed, (D) violate applicable law or an applicabl