Common use of Board Nominee Clause in Contracts

Board Nominee. For so long as the Cinven Shareholders hold at least an aggregate of 10% or more of the then issued and outstanding Common Shares (on a non-diluted basis), Concordia shall use commercially reasonable efforts to (i) nominate to the Board of Directors one (1) nominee selected by the Cinven Shareholders (the “Cinven Nominee”) and notified in writing by Cinven to Concordia, (ii) recommend (in advance of each meeting of shareholders of Concordia at which directors of Concordia are proposed to be elected) to Concordia’s shareholders entitled to vote on the election of directors that such shareholders vote in favour of or consent to the election of (or against the removal of, as the case may be) the Cinven Nominee as a director of Concordia, and (iii) cause all properly completed proxies in respect of the election or removal of directors received by Concordia and naming as proxyholder a Person appointed by management of Concordia to be voted at the relevant time in the manner specified in such proxies, in each case subject to the following terms and conditions: (a) the Cinven Nominee shall be an individual acceptable to the Board of Directors, acting reasonably and in good faith. The Cinven Nominee must satisfy all applicable legal and regulatory requirements to be qualified to act as a director of Concordia, including requirements of the TSX and the NASDAQ and applicable corporate Laws and Securities Laws (collectively, the “Director Eligibility Requirements”); (b) if, at any time (i) the Cinven Nominee is unwilling or unable to continue to serve as a nominee of the Cinven Shareholders or director of Concordia, including as a result of failing to meet the Director Eligibility Requirements, (ii) the Cinven Nominee is unwilling to provide any personal information form or other information as required by the TSX, NASDAQ or other applicable stock exchange, or (iii) the Cinven Shareholders determine to remove and replace the Cinven Nominee, the Cinven Shareholders will be entitled in their sole discretion to nominate an alternate director by notice to Concordia. In any of the cases described above in this paragraph, the Cinven Shareholders shall use their commercially reasonable efforts to cause the Cinven Nominee to resign from the Board of Directors as promptly as practicable and, following such resignation, provided that such alternate director nominee meets the Director Eligibility Requirements, the Board of Directors shall, subject to Applicable Laws regarding the appointment of directors between shareholder meetings, use commercially reasonable efforts to cause such alternate director nominee to be appointed to the Board of Directors as promptly as reasonably practicable. (d) The Cinven Shareholders shall use their commercially reasonable efforts to cause the Cinven Nominee to provide his or her consent to act as a director of Concordia effective at the time of his or her election to the Board of Directors.

Board Nominee. For (a) If and for so long as the Cinven Shareholders hold at least an aggregate of Sprott Entities have, in the aggregate, a 10% or more of greater Ownership Percentage, Sprott Streaming shall have the then issued and outstanding Common Shares (on a non-diluted basis), Concordia shall use commercially reasonable efforts right but not the obligation to designate: (i) nominate one Sprott Nominee for election to the Board of Directors one (1) nominee selected by the Cinven Shareholders (the “Cinven Nominee”) and notified in writing by Cinven to Concordia, Board; or (ii) one Sprott Observer. For greater clarity, Sprott Streaming shall no longer be entitled to designate a Sprott Nominee or a Sprott Observer after the date on which this Agreement has been terminated in accordance with Section 4.12. (b) If requested by Sprott Streaming, the Corporation agrees to nominate and recommend (in advance of for election, at each meeting of shareholders of Concordia Shareholders at which directors of Concordia Directors are proposed to be elected, the Sprott Nominee designated by Sprott Streaming in accordance with Section 2.1(d). (c) to Concordia’s shareholders entitled to vote Sprott Streaming agrees that any Sprott Nominee and any replacement Sprott Nominee shall meet all qualification requirements under Applicable Laws and Exchange rules and have such skills and experience reasonably consistent with other individuals who hold directorships on mining companies listed on the election of directors that Exchange, and such shareholders vote individual consents in favour of or consent writing to the election of (or against the removal of, as the case may be) the Cinven Nominee serve as a director of Concordia, and Director (iii) cause all properly completed proxies in respect of the election or removal of directors received by Concordia and naming as proxyholder a Person appointed by management of Concordia to be voted at the relevant time in the manner specified in such proxies, in each case subject to the following terms and conditions: (a) the Cinven Nominee shall be an individual acceptable to the Board of Directors, acting reasonably and in good faith. The Cinven Nominee must satisfy all applicable legal and regulatory requirements to be qualified to act as a director of Concordia, including requirements of the TSX and the NASDAQ and applicable corporate Laws and Securities Laws (collectively, the “Director Eligibility RequirementsCriteria”); (b) if, at any time (i) the Cinven Nominee is unwilling or unable to continue to serve as a nominee of the Cinven Shareholders or director of Concordia, including as a result of failing to meet the Director Eligibility Requirements, (ii) the Cinven Nominee is unwilling to provide any personal information form or other information as required by the TSX, NASDAQ or other applicable stock exchange, or (iii) the Cinven Shareholders determine to remove and replace the Cinven Nominee, the Cinven Shareholders will be entitled in their sole discretion to nominate an alternate director by notice to Concordia. In any of the cases described above in this paragraph, the Cinven Shareholders shall use their commercially reasonable efforts to cause the Cinven Nominee to resign from the Board of Directors as promptly as practicable and, following such resignation, provided that such alternate director nominee meets the Director Eligibility Requirements, the Board of Directors shall, subject to Applicable Laws regarding the appointment of directors between shareholder meetings, use commercially reasonable efforts to cause such alternate director nominee to be appointed to the Board of Directors as promptly as reasonably practicable. (d) The Cinven Corporation shall provide Sprott Streaming with written Notice (the “Nomination Notice”), promptly, and in any event, not less than 90 days in advance of the date set for the meeting of Shareholders at which Directors are to be elected. The Nomination Notice shall include a request for the identification of any Sprott Nominee and the detailed information required to be included in an information circular with respect to the appointment of any Sprott Nominee. Sprott Streaming shall be required to, not later than 45 days in advance of the date set for a meeting of Shareholders of which Sprott Streaming is notified pursuant to this Section 2.1(d), provide the Corporation with written Notice of the identity and particulars requested in the Nomination Notice. If Sprott Streaming does not advise the Corporation of the identity of the Sprott Nominee at least 45 days prior to the date set for the meeting of Shareholders at which Directors are to be elected (for any reason other than failure by the Corporation to provide Sprott Streaming with the Nomination Notice within the period prescribed by this Section 2.1(d)), then Sprott Streaming will be deemed to have nominated the incumbent Sprott Nominee, or if there is no incumbent Sprott Nominee, no nominee. (e) If at any time, there is no Sprott Nominee on the Board, Sprott Streaming may request the appointment of a Sprott Nominee, and the Board shall appoint such Sprott Nominee to the Board or (and/or the Corporation shall take all steps required under corporate law and Exchange rules to appoint or elect such Sprott Nominee), subject to Applicable Law, to serve on the Board until the next annual general meeting of Shareholders; provided that the Sprott Nominee (i) is identified by Sprott Streaming to the Corporation, and (ii) meets the Director Eligibility Criteria. (f) If an incumbent Sprott Nominee ceases to serve as a Director, whether due to such Sprott Nominee’s death, disability, resignation or removal, Sprott Streaming shall have the right, but not the obligation, to nominate a replacement Sprott Nominee and the Corporation shall cause the Board to appoint, as soon as practicable, such replacement Sprott Nominee in accordance with this Agreement to fill the vacancy caused by such death, disability, resignation or removal, provided that such Sprott Nominee satisfies the Director Eligibility Criteria and Sprott Streaming remains eligible to nominate such Sprott Nominee pursuant to Section 2.1(a). (g) If Sprott Streaming ceases to have any right to appoint a Sprott Nominee pursuant to Section 2.1(a), Sprott Streaming shall use their commercially reasonable efforts to to, unless requested otherwise by the Corporation, cause the Cinven Sprott Nominee to provide his forthwith resign from the Board. (h) In the event that Sprott Streaming requests a Sprott Observer rather than a Sprott Nominee, the Corporation agrees that, following the designation of a Sprott Observer by Sprott Streaming, the Sprott Observer shall be entitled to: (i) receive notice of and to attend meetings of the Board or her consent any committee of the Board; (ii) take part in discussions and deliberations of matters brought before the Board or any committee thereof; (iii) receive notices, consents, minutes, documents and other information and materials that are sent to act members of the Board or any committee thereof (the “Board Materials”); and (iv) receive copies of any written resolutions proposed to be adopted by the Board or any committee thereof, including any resolution as approved, each at substantially the same time and in substantially the same manner as the members of the Board or any committee thereof, except that the Sprott Observer will not be entitled to vote on any matters brought before the Board or any committee thereof (including by way of a director of Concordia effective at written resolution to be adopted by the time of his or her election Board). The Sprott Observer will not be entitled to any compensation from the Corporation; provided, however that the Sprott Observer will be reimbursed for all reasonable expenses on a basis that is consistent with the Corporation’s policies for Director reimbursement. Prior to the Sprott Observer attending its first meeting of the Board, Sprott Streaming shall cause the Sprott Observer to sign a customary non-disclosure agreement provided by the Corporation, provided that any such non-disclosure agreement is reasonable in both form and in substance, and sign an acknowledgement agreeing to be bound by the Corporation’s disclosure and i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. (i) Notwithstanding anything to the contrary in this Agreement, the Corporation may exclude the Sprott Observer from access to any Board Materials or from any meeting of Directorsthe Board or any committee of the Board (or any portion of such meeting) if the Board concludes, acting reasonably, that: (i) such exclusion is necessary to preserve the solicitor-client or litigation privilege between the Corporation and/or its Affiliates and their respective counsel (provided that any such exclusion shall only apply to such portion of such Board Materials or meeting which would be required to preserve such privilege); (ii) such Board Materials or discussion relates to the Corporation’s or its Affiliates’ relationship, contractual or otherwise, with the Sprott Entities or any actual or potential transactions between or involving the Corporation or its Affiliates and the Sprott Entities (provided that any such exclusion shall only apply to such portion of such Board Materials or meeting which relate to the Corporation’s or its Affiliates’ relationship, contractual or otherwise, with the Sprott Entities or any actual or potential transactions involving the Sprott Entities); (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Corporation or any of its Affiliates is a party or otherwise bound (provided that any such exclusion shall only apply to such portion of such Board Materials or meeting which are required to avoid a conflict of interest or restricted disclosure); or (iv) such exclusion is necessary to comply with Applicable Laws (provided that any such exclusion shall only apply to such portion of such Board Materials or meeting which are required to comply with Applicable Laws). (j) Nothing in this Agreement or in respect of the Sprott Observer’s status as an observer on the Board shall result in any fiduciary or other duty or obligation being imposed on the Sprott Observer for the benefit of the Corporation or any other Person, except for the obligations expressly set forth herein. For greater certainty, should Sprott Streaming appoint a Sprott Nominee, such Sprott Nominee will owe the Corporation fiduciary and other duties or obligations.

Board Nominee. (a) The Company agrees: (i) No later than the 2015 Annual Meeting, to take action to increase the size of the Board by one member to a total of six members; (ii) To include the Leap Tide Group Nominee in the Board’s slate of six nominees for election as directors of the Company at the 2015 Annual Meeting; (iii) To use its reasonable best efforts to cause the election of the Leap Tide Group Nominee to the Board at the 2015 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the Leap Tide Group Nominee, soliciting proxies in favor of such election and otherwise supporting him for election, in each case as and to the same extent as the Company solicits votes in favor of the other members of the Company’s director nominee slate); (iv) Not to increase the total number of directors that shall constitute the Board to more than six directors prior to the 2015 Annual Meeting; (v) To use its reasonable best efforts to hold the 2015 Annual Meeting no later than June 30, 2015. (b) Subsequent to the 2015 Annual Meeting and during the Standstill Period if the then-current Leap Tide Nominee resigns (other than removal for cause) from the Board or is unable to serve as a director or nominee for election as director, for so long as the Leap Tide Group continues to own not less than 5% of the DiaDEXUS outstanding common stock (without regard to ownership of any securities convertible into common stock but subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), the Leap Tide Group shall have the right to nonpublicly and confidentially recommend replacement candidates to such Leap Tide Group Nominee (a “Replacement”) who (i) is an “independent director” within the meaning of Rule 5605(a)(1) of the rules of The NASDAQ Stock Market, and (ii) is acceptable to the Board (or Nominating and Governance Committee of the Board) after consideration in good faith, but in any event in the sole discretion of the Board (or Nominating and Governance Committee of the Board). The Board (or Nominating and Governance Committee) shall consider such Replacement and, within 15 business days of such designation shall, make a determination as to whether such Replacement satisfies the requirements set forth in this Section 3.02(b). If such Replacement satisfies the requirements set forth in this Section 3.02(b), the Board shall appoint such Replacement to the Board within ten business days of the Board making such determination. If the Board determines that the Replacement does not meet the requirements set forth in Section 3.02(b), the Leap Tide Group shall be entitled to withdraw such Replacement and recommend a new Replacement. For so long as the Cinven Shareholders hold at least an aggregate of 10% or more of the then issued and outstanding Common Shares (on a non-diluted basis), Concordia shall use commercially reasonable efforts to (i) nominate to the Board of Directors one (1) nominee selected by the Cinven Shareholders (the “Cinven Nominee”) and notified in writing by Cinven to Concordia, (ii) recommend (in advance of each meeting of shareholders of Concordia at which directors of Concordia are proposed to be elected) to Concordia’s shareholders Leap Tide Group is entitled to vote on the election of directors that such shareholders vote in favour of or consent to the election of (or against the removal of, as the case may be) the Cinven Nominee as recommend a director of Concordia, and (iii) cause all properly completed proxies in respect of the election or removal of directors received by Concordia and naming as proxyholder a Person appointed by management of Concordia to be voted at the relevant time in the manner specified in such proxies, in each case subject to the following terms and conditions: (a) the Cinven Nominee shall be an individual acceptable to the Board of Directors, acting reasonably and in good faith. The Cinven Nominee must satisfy all applicable legal and regulatory requirements to be qualified to act as a director of Concordia, including requirements of the TSX and the NASDAQ and applicable corporate Laws and Securities Laws (collectively, the “Director Eligibility Requirements”); (b) if, at any time (i) the Cinven Nominee is unwilling or unable to continue to serve as a nominee of the Cinven Shareholders or director of Concordia, including as a result of failing to meet the Director Eligibility Requirements, (ii) the Cinven Nominee is unwilling to provide any personal information form or other information as required by the TSX, NASDAQ or other applicable stock exchange, or (iii) the Cinven Shareholders determine to remove and replace the Cinven new Leap Tide Group Nominee, the Cinven Shareholders will be entitled in their sole discretion to nominate an alternate director by notice to Concordia. In any of the cases described above process set forth in this paragraphSection 3.02(b) shall continue until a Replacement has been appointed to the Board. For purposes of this Agreement, any designation by the Leap Tide Group shall be made by Leap Tide Capital, LLC. For clarity, the Cinven Shareholders Leap Tide Group shall use their commercially reasonable efforts not have the right to cause the Cinven have a Leap Tide Group Nominee to resign from the Board of Directors as promptly as practicable and, following such resignation, provided that such alternate director nominee meets the Director Eligibility Requirements, the Board of Directors shall, subject to Applicable Laws regarding the appointment of directors between shareholder meetings, use commercially reasonable efforts to cause such alternate director nominee to be appointed to the Board or included in the Board’s slate nominated for election to the Board if the election of Directors as promptly as reasonably practicablesuch Leap Tide Group Nominee would cause more than one Leap Tide Group Nominee to be serving on the Board. (c) For purposes of this Agreement, the Board shall not be required to appoint a Leap Tide Group Nominee, or nominate a Leap Tide Group Nominee then serving on the Board for reelection to the Board, without any prejudice to the rights of the Leap Tide Group to designate another Leap Tide Group Nominee or Replacement if such Leap Tide Group Nominee: (i) commits a material breach of either (A) the Company’s written corporate governance polices or other written policies or procedures applicable to non-management directors generally which may be adopted by the Board or a committee thereof in good faith and not for the purpose of discriminating against the Leap Tide Group Nominee from time to time after the date of this Agreement, which material breach is not cured (if capable of being cured) within 15 days of receipt by such Leap Tide Group Nominee of written notice from the Company specifying the nature of such material breach; or (ii) a material breach of this Agreement by the Leap Tide Group not cured (if capable of being cured) within 15 days of receipt by the Leap Tide Group of written notice from the Company specifying the nature of such material breach. (d) The Cinven Shareholders shall use their commercially reasonable efforts to cause Leap Tide Group and the Cinven Leap Tide Group Nominee to provide his or her consent to act as a director acknowledge that all members of Concordia effective at the time of his or her election to the Board are required to comply with all written corporate governance policies or other written policies or procedures applicable to non-management directors generally which may be adopted by the Board or a committee thereof in good faith and not for the purpose of Directorsdiscriminating against the Leap Tide Group Nominee from time to time after the date of this Agreement.

Board Nominee. For so long as From the Cinven Shareholders hold at least an aggregate of 10% or more of date hereof, the then issued and outstanding Common Shares (on a non-diluted basis), Concordia shall use commercially reasonable efforts to Resulting Issuer shall; (i) use best efforts to nominate to the Board one nominee of Directors one (1) nominee selected by the Cinven Shareholders SLA (the “Cinven SLAS Nominee”) and notified in writing by Cinven to Concordiathe Resulting Issuer Board of Directors, (ii) recommend (in advance of each meeting of shareholders of Concordia the Resulting Issuer at which directors of Concordia the Resulting Issuer are proposed to be elected) to Concordiathe Resulting Issuer’s shareholders entitled to vote on the election of directors that such shareholders vote in favour of or consent to the election of (or against the removal of, as the case may be) the Cinven SLAS Nominee as a director of Concordiathe Resulting Issuer, and (iii) cause all properly completed proxies in respect of the election or removal of directors received by Concordia the Resulting Issuer and naming as proxyholder a Person appointed by management of Concordia the Resulting Issuer to be voted at the relevant time in the manner specified in such proxies, in each case subject to the following terms and conditions: (a) the Cinven Nominee shall be an individual acceptable to the Board of Directors, acting reasonably and in good faith. The Cinven SLAS Nominee must satisfy all applicable legal and regulatory requirements to be qualified to act as a director of Concordiathe Resulting Issuer, including applicable requirements of the TSX and the NASDAQ TSXV and applicable corporate Laws and Securities Laws (collectively, the “Director Eligibility Requirements”); (b) the Resulting Issuer shall provide written notice to SLAS not less than 10 days prior to the record date for shareholders to receive notice of a shareholders meeting at which directors of the Resulting Issuer will be elected. Such notice will include a reasonably detailed request for information regarding the SLAS Nominee that is required to be included in an information circular of the Resulting Issuer, if applicable, in respect of the meeting. Within 7 days of such notice, SLAS will deliver to the Resulting Issuer in writing the name of the SLAS Nominee together with the information regarding the SLAS Nominee requested by the Resulting Issuer, if applicable, in accordance with the preceding sentence (the “Nominee Letter”). If SLAS fails to deliver the Nominee Letter to the Resulting Issuer in the time required, SLAS shall be deemed to have nominated the same SLAS Nominee that serves as a director of the Resulting Issuer at such time under this provision. SLAS shall not be required to deliver a Nominee Letter in respect of an election of the Resulting Issuer Board of Directors if the Resulting Issuer is not required by applicable Law to distribute an information circular; (c) if, at any time (i) the Cinven SLAS Nominee is unwilling or unable to continue to serve as a nominee of the Cinven Shareholders SLAS or director of Concordiathe Resulting Issuer, including as a result of failing to meet the Director Eligibility Requirements, (ii) the Cinven SLAS Nominee is unwilling to provide any applicable personal information form or other information as required by the TSX, NASDAQ TSXV or other applicable stock exchange, or (iii) the Cinven Shareholders determine SLAS determines to remove and replace the Cinven SLAS Nominee, the Cinven Shareholders SLAS will be entitled in their its sole discretion to nominate an alternate director by notice to Concordiathe Resulting Issuer. In any of the cases described above in this paragraph, the Cinven Shareholders SLAS shall use their its commercially reasonable efforts to cause the Cinven SLAS Nominee to resign from the Resulting Issuer Board of Directors Directors, as promptly as practicable and, following such resignation, provided that such alternate director nominee meets the Director Eligibility Requirements, the Resulting Issuer Board of Directors shall, subject to Applicable applicable Laws regarding the appointment of directors between shareholder meetings, use commercially reasonable efforts to shall cause such alternate director nominee to be appointed to the Resulting Issuer Board of Directors as promptly as reasonably practicable., and in any event within 30 days following the resignation of the SLAS Nominee; (d) The Cinven Shareholders SLAS shall use their its commercially reasonable efforts to cause the Cinven SLAS Nominee to provide his or her consent to act as a director of Concordia the Resulting Issuer effective at the time of his or her election to the Resulting Issuer Board of Directors; (e) SLAS agrees to advise the SLAS Nominee that he or she shall be required at all times to act in accordance with his or her statutory, fiduciary and other duties and his or her obligations under law and shall not act on the interests or wishes of SLAS at the expense of the other shareholders of the Resulting Issuer; and (f) the SLAS Nominee shall be entitled to any remuneration payable by the Resulting Issuer to its non-executive directors (including any fees, options or other form of remuneration). As soon as reasonably practicable, and in any event within the later of 30 days following the date of this Agreement and the date TSXV approval is received for the SLAS Nominee, the SLAS Nominee shall be appointed to the Resulting Issuer Board of Directors. In the event the SLAS Nominee is not elected at any meeting of the shareholders of the Resulting Issuer, SLAS shall be entitled to nominate a replacement person as the SLAS Nominee and the Resulting Issuer shall use commercially reasonable efforts to have such person appointed to the Resulting Issuer Board of Directors as soon as possible. SLAS’s right to designate the SLAS Nominee shall expire upon the termination of this Agreement at which time SLAS shall, if requested by the Resulting Issuer, cause the SLAS Nominee to resign from the Resulting Issuer Board of Directors.

Board Nominee. For so long as (a) During the Cinven Shareholders hold at least an aggregate of 10% or more of Term, the then issued and outstanding Common Shares (on a non-diluted basis), Concordia Partner shall use commercially reasonable efforts have the right to (i) nominate to the Board of Directors one (1) nominee non-executive director (the "CBW Director") to the board of directors of the Company (the "Board"), provided that the CBW Director meets the qualifications under the Business Corporations Act (Alberta) to be a director of the Company and provides his or her consent to so act, and the Company agrees:‌ (i) to cause the CBW Director to be appointed within thirty (30) days following the date of this Agreement, selected by way of: (i) nomination for election at an annual meeting or special meeting of shareholders (which meeting will, if required, be called by the Cinven Shareholders Company at its own cost); or (ii) if permitted under Applicable Law, appointment as a director in accordance with the “Cinven Nominee”articles of the Company and the applicable provisions of the Business Corporations Act (Alberta); (ii) and notified that the CBW Director shall not be removed from office unless such removal is directed or approved in writing by Cinven to Concordiathe Partner or by the shareholders of the Company in accordance with the Business Corporations Act (Alberta); (iii) that at every meeting of the shareholders of the Company held during the Term, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company during the Term in connection with the election of directors of the Company, the Company shall: (i) include the CBW Director as one of management's nominees for election as a director of the Company; (ii) recommend (in advance of each meeting of to its shareholders of Concordia at which directors of Concordia are proposed that they vote or cause to be electedvoted all of the voting securities of the Company held by them in favour of electing the CBW Director; (ii) recommend to Concordia’s its shareholders entitled and all other holders of voting securities of the Company that they vote or cause to vote on be voted all of the voting securities of the Company held by them in favour of any matter that could reasonably be expected to facilitate the election of directors the CBW Director to the Board; (iii) recommend to its shareholders that such shareholders they vote in favour or cause to be voted all of the voting securities of the Company held by them against any matter the approval of which might reasonably be expected to delay or consent to hinder the election of (the CBW Director to the Board or against cause the removal of, of the CBW Director from the Board; and (iv) solicit proxies for election of the CBW Director in the same manner as the case may beCompany solicits proxies for the other management nominees as directors of the Company; (iv) that if the Cinven Nominee CBW Director resigns or ceases to serve as a director for any reason during the Term, the resulting vacancy shall be filled by another individual nominated by the Partner in accordance with the terms of this Agreement; (v) that the Partner shall not have any liability as a result of designating a person for election as the CBW Director for any act or omission by the CBW Director in his or her capacity as a director of Concordia, and the Company; (iiivi) cause that the CBW Director shall be entitled to all properly completed proxies in respect of the election or removal same rights and benefits, including with respect to insurance coverage, indemnification and payment and/or reimbursement of directors received by Concordia fees and naming expenses, as proxyholder a Person appointed by management each other non-executive director of Concordia to be voted at the relevant time in the manner specified in such proxies, in each case subject to the following terms and conditions:Company; and (avii) effective as of the Cinven Nominee shall be an individual acceptable appointment of the CBW Director to the Board (and effective upon the replacement of Directorsany CBW Director with another individual nominated by CBW) the Company will enter into an indemnification agreement with the CBW Director in a form approved by the Partner, acting reasonably and in good faithreasonably. The Cinven Nominee must satisfy Partner covenants and agrees to cause the CBW Director to complete, execute and deliver all applicable legal agreements, consents and regulatory requirements to be qualified to act as a director of Concordia, documents (including requirements of the TSX and the NASDAQ and applicable corporate Laws and Securities Laws (collectively, the “Director Eligibility Requirements”); (b) if, at any time (i) the Cinven Nominee is unwilling or unable to continue to serve as a nominee of the Cinven Shareholders or director of Concordia, including as a result of failing to meet the Director Eligibility Requirements, (ii) the Cinven Nominee is unwilling to provide any personal information form or other information as similar document required by any stock exchange on which the TSX, NASDAQ or other applicable stock exchange, or (iii) the Cinven Shareholders determine to remove and replace the Cinven Nominee, the Cinven Shareholders will be entitled in their sole discretion to nominate an alternate director by notice to Concordia. In any securities of the cases described above Company may be listed for trading) as may reasonably be requested by the Company in this paragraph, the Cinven Shareholders shall use their commercially reasonable efforts to cause the Cinven Nominee to resign from the Board of Directors as promptly as practicable and, following such resignation, provided that such alternate director nominee meets the Director Eligibility Requirements, the Board of Directors shall, subject to Applicable Laws regarding connection with the appointment of directors between shareholder meetings, use commercially reasonable efforts to cause such alternate director nominee to be appointed the CBW Director to the Board of Directors as promptly as reasonably practicable. (d) The Cinven Shareholders shall use their commercially reasonable efforts Board. If at any time during the Term the CBW Director resigns or ceases to cause the Cinven Nominee to provide his or her consent to act serve as a director of Concordia effective at the time Company for any reason, or a CBW Director is never elected to the Board, then contemporaneously with such resignation or removal (and, for greater certainty, regardless of his or her election the number, if any, of Shares owned by the Partner), the Company will invite a single representative of (and designated by) the Partner to attend all meetings of the Board in a non-voting observer capacity and, in this respect, the Company will concurrently with delivery to the Board give such observer copies of Directorsall notices, minutes, consents, and other materials that the Company provides to its directors. The observer shall attend meetings of the Board by electronic means, telephone or other communication facilities unless such means are not feasible in the circumstances, in which case the observer may attend any such meeting of the Board in person. Notwithstanding the foregoing, the observer may be excluded from access to any materials or meetings or portions thereof if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the Company’s attorney-client privilege. The Company shall reimburse the observer for all reasonable out-of-pocket expenses, including travel expenses, incurred in connection with the observer attending meetings of the Board or performing other duties on behalf of the Company. The observer will be subject to the same confidentiality restrictions as each director of the Company.

Board Nominee. For The Purchaser hereby covenants and agrees with the Vendor that commencing as of the Closing and for so long as the Cinven Shareholders hold at least an aggregate of 10% or more Vendor beneficially owns not less than five percent (5%) of the then issued and outstanding Common Shares common shares of the Purchaser (on a non-diluted basis), Concordia shall use commercially reasonable efforts to provided that in the event that the Vendor distributes not less than five percent (i5%) nominate of the issued and outstanding common shares of the Purchaser to the Board of Directors one (1) nominee selected by Vendor's shareholders, the Cinven Shareholders (the “Cinven Nominee”) and notified in writing by Cinven to Concordia, (ii) recommend (in advance of each meeting of shareholders of Concordia at which directors of Concordia are proposed to be elected) to Concordia’s shareholders entitled to vote on the election of directors that such shareholders vote in favour of or consent rights granted to the election of Vendor under this Section 8.3 shall continue for two (or against 2) years following such distribution, notwithstanding the removal of, as the case may be) the Cinven Nominee as a director of Concordia, and (iii) cause all properly completed proxies in respect ownership interest of the election or removal of directors received by Concordia and naming as proxyholder a Person appointed by management of Concordia to be voted at the relevant time Vendor in the manner specified in such proxies, in each case subject to the following terms and conditions:Purchaser's shares): (a) the Cinven Nominee Vendor shall be an individual entitled, but shall not be obligated, to designate the Vendor's Nominee, to serve as a member of the Vendor's board of directors (the "Board") for a term expiring not earlier than the Purchaser's next annual meeting of shareholders at which directors of the Purchaser are to be elected provided that such Vendor's Nominee consents in writing to serve as director, is eligible under the Business Corporations Act (British Columbia) to serve as a director and is acceptable to the Board of DirectorsPurchaser, acting reasonably and in good faith. The Cinven Nominee must satisfy all applicable legal and regulatory requirements to be qualified to act as a director of Concordia, including requirements of the TSX and the NASDAQ and applicable corporate Laws and Securities Laws (collectively, the “Director Eligibility Requirements”)reasonably; (b) ifthe Purchaser shall take all acts reasonably necessary to ensure that the Vendor's Nominee is duly elected or appointed to the Board within thirty (30) days of receipt of a written request from the Vendor except that if the Purchaser is required to call shareholders' meeting to effect such election or appointment, the thirty (30) day period referred to above shall be extended to seventy-five (75) days; (c) at the first annual meeting of shareholders following the end of the term of the Vendor's Nominee, at which directors of the Purchaser are to be elected, and at each meeting of shareholders thereafter at which directors are to be elected, the Purchaser shall, upon request from the Vendor, cause the Vendor's Nominee to be included in the slate of nominees proposed by the Purchaser to the shareholders for election as directors; (d) if the Vendor's Nominee ceases to hold office as a director of the Purchaser for any time (i) reason, the Cinven Vendor shall be entitled, but shall not be obligated, to nominate an individual to replace him or her and the Purchaser shall promptly take all reasonably necessary steps to appoint such individual to the Board, provided that such Vendor's Nominee is unwilling or unable acceptable to continue the Purchaser, acting reasonably, consents in writing to serve as director and is eligible under the Business Corporations Act (British Columbia) to serve as a nominee director to replace the Vendor's Nominee who has ceased to hold office; and (e) the Vendor will provide the Board with reasonable notice of the Cinven Shareholders or director of Concordia, including as a result of failing to meet the Director Eligibility Requirements, (ii) the Cinven Nominee is unwilling to provide any personal information form or other information as required by the TSX, NASDAQ or other applicable stock exchange, or (iii) the Cinven Shareholders determine to remove and replace the Cinven Nominee, the Cinven Shareholders will be entitled in their sole discretion person it proposes to nominate an alternate director by notice to Concordia. In any the Board, and the Vendor will give due consideration to the view of the cases described above in this paragraph, the Cinven Shareholders shall use their commercially reasonable efforts to cause the Cinven Nominee to resign from independent members of the Board of Directors as promptly as practicable and, following to whether such resignation, provided that such alternate director nominee meets the Director Eligibility Requirements, the Board of Directors shall, subject to Applicable Laws regarding the appointment of directors between shareholder meetings, use commercially reasonable efforts to cause such alternate director nominee to be appointed person is an appropriate addition to the Board of Directors as promptly as reasonably practicable. (d) The Cinven Shareholders shall use their commercially reasonable efforts to cause the Cinven Nominee to provide given his or her consent to act as a director of Concordia effective at the time of his or her election to the Board of Directorsskill set.

Board Nominee. For (a) Pursuant to the terms of that certain Amended and Restated Stockholders Agreement dated as of November 6, 2001 (the “Principals Stockholders Agreement”), by and among R. ▇▇▇▇▇▇ Silver (“Co-Founder 1”), D. ▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Co-Founder 2” and, together with Co-Founder 1, the “Co-Founders”) and the Parent, the Group (as such term is defined in the Principals Stockholders Agreement and generally including the Co-Founders and their affiliates, family members, trusts and estates) has the right to nominate for election all of the members of the Board of Directors of the Parent (the “Parent Board”) so long as the Cinven Shareholders hold at least Group holds an aggregate of 10% or more at least one-half of the then issued and outstanding shares of the Parent’s common stock, par value $.01 per share (“Common Shares Stock”) held by it on February 14, 1997 (on a non-diluted basisas adjusted, if necessary to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of the Parent), Concordia shall use commercially reasonable efforts to (i) nominate . Pursuant to the Board terms of Directors one (1) nominee selected by the Cinven Shareholders that certain Stockholders Agreement, dated as of even date herewith (the “Cinven Stockholders Agreement”), by and among the Stockholder, the Co-Founders and the Parent, the Stockholder is entitled to designate for nomination one individual (the “Stockholder Nominee”) and notified in writing by Cinven to Concordiaas a member of the Parent Board, (ii) recommend (in advance who the Co-Founders shall subsequently nominate for election as a member of each meeting of shareholders of Concordia at which directors of Concordia are proposed to be elected) to Concordia’s shareholders entitled to vote on the election of directors that such shareholders vote in favour of or consent Parent Board pursuant to the election of (or against the removal of, as the case may be) the Cinven Nominee as a director of Concordia, and (iii) cause all properly completed proxies in respect terms of the election or removal of directors received by Concordia and naming as proxyholder a Person appointed by management of Concordia to be voted at the relevant time in the manner specified in such proxies, in each case subject to the following terms and conditions: (a) the Cinven Nominee shall be an individual acceptable to the Board of Directors, acting reasonably and in good faith. The Cinven Nominee must satisfy all applicable legal and regulatory requirements to be qualified to act as a director of Concordia, including requirements of the TSX and the NASDAQ and applicable corporate Laws and Securities Laws (collectively, the “Director Eligibility Requirements”);Principals Stockholders Agreement. (b) if, at any time (i) the Cinven Nominee is unwilling or unable to continue to serve as a nominee of the Cinven Shareholders or director of Concordia, including as a result of failing to meet the Director Eligibility Requirements, (ii) the Cinven Nominee is unwilling to provide any personal information form or other information as required by the TSX, NASDAQ or other applicable stock exchange, or (iii) the Cinven Shareholders determine to remove and replace the Cinven Nominee, the Cinven Shareholders will be entitled in their sole discretion to nominate an alternate director by notice to Concordia. In any of the cases described above in this paragraph, the Cinven Shareholders Parent shall use their commercially reasonable efforts take all action necessary to cause the Cinven Stockholder Nominee to resign from the Board of Directors as promptly as practicable and, following such resignation, provided that such alternate director nominee meets the Director Eligibility Requirements, the Board of Directors shall, subject to Applicable Laws regarding the appointment of directors between shareholder meetings, use commercially reasonable efforts to cause such alternate director nominee to be appointed to the Parent Board as a Class I Director, effective as of Directors as promptly as reasonably practicablethe first day immediately following the day on which the Effective Time occurs. (dc) The Cinven Shareholders (i) In the event that the Group no longer has the right to nominate to stand for election all of the directors of the Parent Board under the terms of Section 2.1(a) of the Principals Stockholders Agreement, until such date that the Stockholder holds less than one-third of the number of shares of Common Stock held by it in the aggregate as of the Effective Time of the Merger (as adjusted, if necessary, to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of the Parent) (such date, the “Termination Date”), the Stockholder shall use their commercially reasonable efforts have the right to cause designate a Stockholder Nominee and upon such designation by the Cinven Stockholder such Stockholder Nominee shall be nominated by the Parent, in accordance with the Parent’s nominating and governance policies and so long as such Stockholder Nominee is reasonably acceptable to provide his the Parent Board or her consent any nominating committee thereof, to act stand for election as a director member of Concordia effective at the time Parent Board. Upon such nomination by the Parent, such Nominee shall stand for election as a member of his or her election the Parent Board in accordance with the Parent Certificate. In the event that a Stockholder Nominee does not meet the requirements of the Parent’s nominating and governance policies and/or is not reasonably acceptable to the Parent Board or any nominating committee thereof, the Stockholder shall have the right to designate a different individual as a Stockholder Nominee until a Stockholder Nominee does meet the nominating and governance policies of Directorsthe Parent and/or is reasonably acceptable to the Parent Board or any nominating committee thereof, as applicable. The Stockholder Nominee shall be nominated by the Parent Board or any nominating committee thereof as a Class I Director (as such term is defined in the Parent Certificate). Parent hereby agrees that ▇▇. ▇▇▇▇▇ ▇▇▇ (“▇▇. ▇▇▇”) is deemed reasonably acceptable for purposes hereof.