Common use of Board of Directors; Committees Clause in Contracts

Board of Directors; Committees. (a) The Company’s Board shall consist of a number of directors as determined by the Board, to be elected as follows: (i) With respect to the one (1) member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of the Common Stock, the Founders and the Investors hereby agree to vote all of their shares of Common Stock now owned or hereafter acquired in favor of the election of a person designated by the Founders and Investors holding of a majority of the Common Stock as of the date of record for such annual or special meeting who shall either be (i) one of Yehezkel Yeshurun, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by at least two (2) of the Investor Directors (such approval not to be unreasonably withheld). The representative of the Common Stock shall initially be Yehezkel Yeshurun, the current Chairman of the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director shall be filled according to this Section 7(a)(i). (ii) With respect to those two (2) members of the Company’s Board that the Amended and Restated Certificate of Incorporation provides are to be elected by the holders of Series B Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (i) one director designated by Accel Partners (the “Accel Director”), which shall, as of the date of this Agreement, be vacant and (ii) one director designated by Pitango (the “Pitango Director”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(ii). (iii) With respect to the member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of a director designated by Amadeus (the “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor Directors”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iii). (iv) With respect to the remaining members of the Company’s Board that the Amended and Restated Incorporation provides are to be elected by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class and on an as converted basis), the Founders and the Investors hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of (a) the then-current Chief Executive Officer of the Company (the “CEO Director”), and (b) with respect to all other directors, at least one of whom shall be a non-executive independent director (the “Independent Directors”), and each of whom shall be designated by the unanimous resolution of all the members of the Board (other than the Independent Directors). Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iv). Initially, the CEO Director shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and initially the Independent Directors shall be ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. (b) In any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), the Founders and Investors shall vote or cause to be voted all shares of stock owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, so as to elect the directors as set forth in Section 7(a) above. At any annual or special meeting called, or any other action taken, for the purpose of electing to or removing directors from the Board, the Founders and Investors agree to vote all of their equity securities in the Company during the term of this Agreement, so as to always cause the Board to be constituted as set forth above, whether by election of a designee or by removal or replacement of a designee at the request of the party or parties entitled to designate such designee. (c) Until an IPO, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, a designee of Meritech Capital Partners II L.P. (the “Meritech Observer”) and a designee of the Wellington Investors (the “Wellington Observer”) shall serve as observers to the Board. As observers, ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Meritech Observer and the Wellington Observer shall be invited to attend all meetings of the Board, including executive sessions, in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to its directors; provided, however, that all information provided by the Company to such observers shall be subject to Section 9 of this Agreement; and, provided further, that the Company reserves the right to withhold any information and to exclude any such observer from any meeting or portion thereof if (i) access to such information or attendance at such meeting could reasonably be determined to adversely affect the attorney-client privilege between the Company and its counsel, or (ii) such exclusion is reasonably necessary to protect highly confidential proprietary information, including protection from disclosure of trade secrets, or (iii) such observer is affiliated with a direct competitor of the Company. The Company shall reimburse Meritech Capital Partners II L P. for the reasonable expenses incurred by it and the Meritech Observer in connection with attendance at meetings of the Board. The Company shall reimburse the Wellington Investors for the reasonable expenses incurred by them and the Wellington Observer in connection with attendance at meetings of the Board.

Board of Directors; Committees. (a) The Company covenants and agrees with the Stockholders that, at or prior to the Closing, the Company shall (i) increase the size of the Company’s Board of Directors to nine members, (ii) cause three Independent Directors to resign from the Board subject to the election of five new directors effective upon the Closing and (iii) cause such Board of Directors to elect, effective upon the Closing, (A) four new directors nominated by Arcelor, of whom only two shall consist be Independent Directors, and all four of a number whom shall be subject to Skandalaris’s approval (which shall not be unreasonably withheld or delayed) and (B) one new director nominated by Skandalaris, who shall also be an Independent Director, and who shall be subject to Arcelor’s approval (which shall not be unreasonably withheld or delayed). (b) So long as Arcelor and its Affiliates own, directly or indirectly, at least 7,500,000, Shares then Arcelor and its Affiliates shall be entitled to nominate four directors of directors as determined by the BoardCompany subject to Skandalaris’s approval, which shall not be unreasonably withheld or delayed (each, an “Arcelor Designee,” and together the “Arcelor Designees”), of whom only two shall be Independent Directors. Arcelor’s right to nominate the Arcelor Designees shall be elected as followssubject to the following provisions: (i) With respect to the one (1) member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected If, by the holders of the Common Stocksale or other transfer, the Founders total ownership of Shares by Arcelor and the Investors hereby agree its Affiliates is reduced to vote all less than 7,500,000, then thereafter Arcelor and its Affiliates shall be entitled to nominate only three Arcelor Designees, two of their shares of Common Stock now owned or hereafter acquired in favor of the election of a person designated by the Founders whom shall be non-Independent Directors and Investors holding of a majority of the Common Stock as of the date of record for such annual or special meeting who shall either be (i) one of Yehezkel Yeshurun, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by at least two (2) of the Investor Directors (such approval not to be unreasonably withheld). The representative of the Common Stock shall initially be Yehezkel Yeshurun, the current Chairman of the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director whom shall be filled according to this Section 7(a)(i)an Independent Director. (ii) With respect to those two (2) members of the Company’s Board that the Amended and Restated Certificate of Incorporation provides are to be elected If, by the holders of Series B Preferred Stocksale or other transfer, the Founders total ownership of Shares by Arcelor and the Investors hereby agree its Affiliates is reduced to vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (i) one director designated by Accel Partners (the “Accel Director”)less than 5,625,000, which shall, as of the date of this Agreement, be vacant then thereafter Arcelor and (ii) one director designated by Pitango (the “Pitango Director”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors its Affiliates shall be filled according entitled to this Section 7(a)(ii). (iii) With respect to the member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred Stocknominate only two Arcelor Designees, the Founders and the Investors hereby agree to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of a director designated by Amadeus (the “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor Directors”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iii). (iv) With respect to the remaining members of the Company’s Board that the Amended and Restated Incorporation provides are to be elected by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class and on an as converted basis), the Founders and the Investors hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of (a) the then-current Chief Executive Officer of the Company (the “CEO Director”), and (b) with respect to all other directors, at least one of whom shall be a non-executive independent director (the “Independent Directors”), Director and each one of whom shall be designated by the unanimous resolution of all the members of the Board (other than the an Independent Directors). Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iv). Initially, the CEO Director shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and initially the Independent Directors shall be ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇Director. (biii) In If, by sale or other transfer, the total ownership of Shares by Arcelor and its Affiliates is reduced to less than 3,750,000, then thereafter Arcelor and its Affiliates shall be entitled to nominate only one Arcelor Designee, who shall be an Independent Director. (iv) If, by sale or other transfer, the total ownership of Shares by Arcelor and its Affiliates is reduced to less than 1,875,000, then thereafter Arcelor and its Affiliates shall not be entitled to nominate any and all elections of directors of the Company Company. (whether v) The non-Independent Directors nominated by Arcelor shall be those who are designated as such by Arcelor at a meeting or by written consent in lieu of a meeting), the Founders and Investors shall vote or cause to be voted all shares of stock owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, so as to elect the directors as set forth in Section 7(a) above. At any annual or special meeting called, or any other action taken, for the purpose of electing to or removing directors from the Board, the Founders and Investors agree to vote all time of their equity securities nomination by Arcelor; even if they would qualify as Independent Directors as defined in the Company during the term this Agreement, they shall be treated as non-Independent Directors for all purposes of this Agreement, so as to always cause the Board to be constituted as set forth above, whether by election of a designee or by removal or replacement of a designee at the request of the party or parties entitled to designate such designee. (c) Until an IPOSo long as Skandalaris or any of the Skandalaris Transferees own, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇and Skandalaris has the right to vote, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇at least one-half of the number of Shares which they owned and he had the right to vote immediately following the Closing, a designee of Meritech Capital Partners II L.P. then they shall have the right to nominate one director subject to Arcelor’s approval, which shall not be unreasonably withheld or delayed (the “Meritech ObserverSkandalaris Designee”) and a designee of the Wellington Investors (the “Wellington Observer”) shall serve as observers to the Board. As observers), ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Meritech Observer and the Wellington Observer who shall be invited an Independent Director. Skandalaris’s right to attend all meetings of nominate the Board, including executive sessions, in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to its directors; provided, however, that all information provided by the Company to such observers Skandalaris Designee shall be subject to Section 9 the following provisions: (i) If, by sale or other transfer, the total number of Shares that Skandalaris and the Skandalaris Transferees own and he has the right to vote is reduced to less than one-half of the number of Shares that they own and he has had the right to vote immediately following the Closing, then thereafter Skandalaris and the Skandalaris Transferees shall not be entitled to nominate any director of the Company. (ii) Even if Skandalaris would qualify as an Independent Director as defined in this Agreement, he shall be treated as a non-Independent Director for all purposes of this Agreement. (d) The committees of the Company’s Board of Directors shall consist of an audit committee, a compensation committee and a nominating and governance committee (collectively, the “Independent Board Committees”), each of which shall be comprised of three Independent Directors, and an executive committee, which shall be comprised of four directors. From and after the Closing, (i) one of the Arcelor Designees, if there are any, shall be a member of each Independent Board Committee; and(ii) the Skandalaris Designee, if there is one, shall be a member of each Independent Board Committee; (iii) the remaining members of each Independent Board Committee shall be selected by a majority of all Independent Directors from among the Independent Directors who are neither Arcelor Designees nor the Skandalaris Designee; (iv) Skandalaris shall be a member and the Chairman of the executive committee; (v) the Skandalaris Designee, if there is one, or any other director selected by Skandalaris, shall be a member of the executive committee; (vi) two Arcelor Designees (or such lesser number as has then been designated) shall be members of the executive committee; and (vii) the remaining members of the executive committee, if any are needed, shall be selected by the entire Board of Directors. All nominations made by the nominating and governance committee shall require the unanimous approval of the three members of that committee; provided furtherthat, that if the Company reserves members of the nominating and governance committee do not reach a unanimous decision as to any particular nominee, then such nomination shall be made by a majority of all Independent Directors. (e) So long as Arcelor and its Affiliates have the right to withhold any information and nominate at least one Arcelor Designee to exclude any such observer from any meeting or portion thereof if the Board of Directors of the Company: (i) access Skandalaris and the Skandalaris Transferees shall, and Skandalaris shall cause the Skandalaris Transferees to, take such action as may be required so that all Shares held by Skandalaris and the Skandalaris Transferees are voted for or cast in favor of (or, in the case of stockholder action by written consent, the holders of such Shares consent to) (A) the election of any and all Arcelor Designees to such information or attendance at such meeting could reasonably be determined to adversely affect serve on the attorney-client privilege between Board of Directors of the Company and its counsel(B) should Arcelor so request, or the removal of any of the Arcelor Designees; (ii) In the event a seat on the Board of Directors of the Company previously filled by an Arcelor Designee (the “Arcelor Departing Designee”) becomes vacant for any reason (including, but not limited to, such exclusion Arcelor Departing Designee’s death, disqualification, retirement or removal), Skandalaris and the Skandalaris Transferees shall, and Skandalaris shall cause the Skandalaris Transferees to, take all such necessary action as may be permissible in their capacities as stockholders of the Company, so that such vacancy is reasonably necessary to protect highly confidential proprietary information, including protection from disclosure of trade secrets, or filled by an individual designated by Arcelor (the “Arcelor Vacancy Designee”); (iii) Skandalaris and the Skandalaris Transferees shall, and Skandalaris shall cause the Skandalaris Transferees to, take all such observer is affiliated with a direct competitor necessary action as may be permissible in their capacities as stockholders of the Company. The Company shall reimburse Meritech Capital Partners II L P. for , to cause an Arcelor Designee to be elected to serve as Vice Chairman of the reasonable expenses incurred by it Board of Directors of the Company; and (iv) Skandalaris and the Meritech Observer Skandalaris Transferees shall, and Skandalaris shall cause the Skandalaris Transferees to, take all such necessary action as may be permissible in connection with attendance at meetings their capacities as stockholders of the Board. The Company shall reimburse Company, to cause at least one Arcelor Designee to sit on each committee of the Wellington Investors for Board of Directors of the reasonable expenses incurred by them Company, including the Company’s audit committee, compensation committee, governance committee and executive committee. (f) So long as Skandalaris and the Wellington Observer in connection with attendance at meetings Skandalaris Transferees have the right to nominate the Skandalaris Designee to the Board of Directors of the BoardCompany: (i) Arcelor and its Affiliates that hold Shares shall, and Arcelor shall cause such Affiliates to, take such action as may be required so that all Shares held by Arcelor and its Affiliates are voted for or cast in favor of (or, in the case of stockholder action by written consent, the holders of such Shares consent to) (A) the election of the Skandalaris Designee to serve on the Board of Directors of the Company and (b) should Skandalaris so request, the removal of the Skandalaris Designee; (ii) In the event a seat on the Board of Directors of the Company previously filled by the Skandalaris Designee (the “Skandalaris Departing Designee”) becomes vacant for any reason (including, but not limited to, such Skandalaris Departing Designee’s death, disqualification, retirement, or removal), Arcelor and its Affiliates that hold Shares shall, and Arcelor shall cause such Affiliates to, take all such necessary action as may be permissible in their capacities as stockholders of the Company so that such vacancy is filled by an individual designated by Skandalaris and the Skandalaris Transferees (the “Skandalaris Vacancy Designee”); and (iii) Arcelor and its Affiliates that hold Shares shall, and Arcelor shall cause such Affiliates to, take all such necessary action as may be permissible in their capacities as stockholders of the Company, to cause the Skandalaris Designee to sit on each Independent Board Committee and to cause the Skandalaris Designee or such other director as may be selected by Skandalaris to sit on the executive committee of the Board of Directors of the Company. (g) If Arcelor is unable to sell the Powerlasers business and assets of Dofasco to the Company, then, for as long as Arcelor still has a direct or indirect interest in the Powerlasers business, Arcelor and its Affiliates that hold Shares shall, and Arcelor shall cause such Affiliates to, take all such necessary action as may be permissible in their capacities as stockholders of the Company to ensure that the two non-independent Arcelor Designees (i) shall not receive in any form any Non-Public Competitively Sensitive Information (as that term is defined below) regarding the Company’s laser-welded blanks business, (ii) shall not disclose in any form any Non-Public Competitively Sensitive Information (as defined below) regarding the Powerlasers laser-welded blanks business to any Person employed by or otherwise affiliated with the Company, and (iii) shall not serve as a director of the Company at the same time as such person serves as a director or officer of Powerlasers or Dofasco. “Non-Public Competitively Sensitive Information” shall be defined exclusively to include: (A) any information related to the pricing of laser-welded blanks products, (B) information related to the costs of production of any specific laser-welded blanks products, (C) the price and non-price competitive terms of any contracts or proposed contracts with any specific laser-welded blanks customer or prospective customer, (D) information related to any non-public competitively-sensitive technology or research and development related to the laser-welded blanks business and (E) information related to any non-public competitive strategies related to the laser-welded blanks business. Once Arcelor disposes of its entire interest in the Powerlasers business, Arcelor and its Affiliates shall no longer be bound by this Section 3.2(d).

Board of Directors; Committees. (a) The Company’s As of the date hereof and for so long as either the GA Investors or the KKR Investors Beneficially Own at least 25% of the shares of Common Stock as it Beneficially Owned on the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, the Board shall consist be comprised of eleven (11) directors. Subject to Section 3.4(c)-(h), the members of the Board shall include four (4) Stockholder nominees (the “Stockholder Nominees”). The initial Stockholder Directors of the Company shall be divided among the classes of the directors of the Company so that one Stockholder Director shall be a number member of the class of directors whose term expires at the 2015 annual meeting of the stockholders of the Company, two Stockholder Directors shall be members of the class of directors whose term expires at the 2016 annual meeting of the stockholders of the Company and one Stockholder Director shall be a member of the class of directors whose term expires at the 2017 annual meeting of the stockholders of the Company. For purposes of this Section 3.4, prior to any Distribution, the GA Investors and the KKR Investors will each be deemed to Beneficially Own that amount of Common Stock that they would receive in a Distribution. (b) For a period of two years following the Effective Time, the Board shall establish and maintain a co-chairman structure, whereby two of the Directors shall serve as determined by co-chairman of the Board, to one of which shall be a Stockholder Nominee and the other shall be elected by resolution of a majority of the Independent Directors. (c) The Stockholder shall have nomination rights to the Board as follows: (i) With respect For so long as each of the GA Investors and the KKR Investors Beneficially Own at least 50% of the shares of Common Stock it Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, the Stockholder shall have the right to designate for nomination four (4) members of the Board, and for so long as each of the GA Investors and the KKR Investors Beneficially Own at least 25% of the shares of Common Stock it Beneficially Owned as of the date hereof (provided that both the GA Investors and the KKR Investors Beneficially Own at least one share of Common Stock), as adjusted for any stock split, reverse stock split or similar transaction, the Stockholder shall have the right to designate for nomination two (2) members of the Board (it being understood that (i) the applicable ownership thresholds shall apply to each of the GA Investors and the KKR Investors separately (for example, if the GA Investors Beneficially Own 50% or more of the shares of Common Stock they Beneficially Owned as of the date hereof and the KKR Investors Beneficially Own 25% or more but less than 50% of the shares of Common Stock they Beneficially Owned as of the date hereof, the Stockholder shall have the right to designate for nomination three (3) members of the Board and if the GA Investors Beneficially Own 25% or more but less than 50% of the shares of Common Stock they Beneficially Owned as of the date hereof and the KKR Investors Beneficially Own less than 25% of the shares of Common Stock they Beneficially Owned as of the date hereof, the Stockholder shall have the right to designate for nomination one (1) member of the Company’s Board) and (ii) following any Distribution, so long as such applicable ownership thresholds are met, the KKR Investors and the GA Investors shall each have the right to designate for nomination two (2) members and one (1) member, as applicable, of the Board). Subject to Section 3.4(d), the Company shall include such Stockholder Nominees (or any Replacements thereof), as applicable, in the slate of nominees recommended by the Board for election at the annual meeting or any special meeting of stockholders of the Company at which the Directors are to be elected to the Board and shall use its reasonable best efforts (which shall, to the fullest extent permitted by law, include the inclusion in any proxy statement prepared, used or delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders stockholders of the Common Stock, the Founders and the Investors hereby agree to Company vote all of their shares of Common Stock now owned or hereafter acquired in favor of the election slate of a person designated by Directors including the Founders and Investors holding of a majority of Stockholder Nominees) to cause the Common Stock as of stockholders to elect the date of record for such annual or special meeting who shall either be (i) one of Yehezkel Yeshurun, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by at least two (2) of the Investor Directors (such approval not to be unreasonably withheld). The representative of the Common Stock shall initially be Yehezkel Yeshurun, the current Chairman of the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director shall be filled according to this Section 7(a)(i)Stockholder Nominees. (ii) With respect Upon prior reasonable written notice by the Company, the Stockholder shall supply to those two (2) the Company, prior to any nomination or appointment and on an on-going basis, as necessary, by the time such information is reasonably requested by the Board: all such information and materials as the Company reasonably requests from other members of the Board as is required to be disclosed in proxy circulars under applicable Law or as is otherwise reasonably requested by the Company from time-to-time from members of the Board in connection with the Company’s Board that legal, regulatory, auditor or stock exchange requirements (including, if applicable, any Directors’ questionnaire or similar document); and an executed consent from each of the Amended and Restated Certificate of Incorporation provides are Stockholder Nominees to be named as a nominee in any proxy circular or similar materials for any annual meeting or special meeting of stockholders and to serve as a Directors if so elected by the holders of Series B Preferred Stock(collectively, the Founders and the Investors hereby agree to vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (i) one director designated by Accel Partners (the “Accel DirectorNomination Documents”), which shall, as of the date of this Agreement, be vacant and (ii) one director designated by Pitango (the “Pitango Director”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(ii). (iii) With respect If any Stockholder Director resigns from the Board or is rendered unable to, or refuses to, or for any other reason ceases, to serve on the member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred StockBoard, the Founders and the Investors hereby agree Stockholder shall be entitled to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of designate a director designated by Amadeus replacement (the a “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor DirectorsReplacement”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇and, subject to Sections 3.4(d) and (e), the Board will use its reasonable best efforts to promptly appoint such Replacement as a replacement Stockholder Director to fill the resulting vacancy. Any vacancy occurring because of the death, resignation, or removal of the above elected directors such Replacement shall be filled according deemed to be a Stockholder Director for all purposes under this Agreement, and prior to his or her appointment to the Board, shall be required to provide to the Company the Nomination Documents as set forth in Section 7(a)(iii3.4(c)(ii). (ivd) With respect to Upon the remaining members first date that the GA Investors Beneficially Own less than 50% of the Company’s Board that the Amended and Restated Incorporation provides are to be elected by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class and on an as converted basis), the Founders and the Investors hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of (a) the then-current Chief Executive Officer that they Beneficially Owned as of the Company (date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the “CEO Director”)Stockholder and, and (b) with respect to all other directorsfollowing a Distribution, at least the GA Investors shall promptly cause one of whom shall be a non-executive independent director (the “Independent Directors”), and each of whom shall be Stockholder Directors designated by the unanimous resolution Stockholder on behalf of all the members GA Investors to tender his or her immediate resignation from the Board. Upon the first date that the KKR Investors Beneficially Own less than 50% of the shares of Common Stock that they Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the Stockholder and, following a Distribution, the KKR Investors shall promptly cause one of the Stockholder Directors designated by the Stockholder on behalf of the KKR Investors to tender his or her immediate resignation from the Board. (e) Upon the first date that the GA Investors Beneficially Own less than 25% of the shares of Common Stock that they Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the Stockholder and, following a Distribution, the GA Investors shall promptly cause the remaining Stockholder Director designated by the Stockholder on behalf of the GA Investors to tender his or her immediate resignation from the Board. Upon the first date that the KKR Investors Beneficially Own less than 25% of the shares of Common Stock that they Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the Stockholder and, following a Distribution, the KKR Investors shall promptly cause the remaining Stockholder Director designated by the Stockholder on behalf of the KKR Investors to tender his or her immediate resignation from the Board. For the avoidance of doubt, upon the first date that the GA Investors and the KKR Investors each Beneficially Own less than 25% of the shares of Common Stock that they Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the Stockholder and, following a Distribution, each of the GA Investors and the KKR Investors shall promptly cause its remaining Stockholder Directors to tender their immediate resignation from the Board and thereafter shall no longer have the right to designate for nomination any member of the Board. (f) So long as there are two (2) or more Stockholder Directors, one (1) Stockholder Director shall serve on each committee of the Board (other than a committee that, pursuant to the Independent Directors). Any vacancy occurring because Charter or Article IV is to be composed solely of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iv). Initially, the CEO Director shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and initially the Independent Directors shall be ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. (b) In any and all elections of directors of or a committee established to address conflicts with the Company (whether at a meeting Stockholder Group or by written consent in lieu of a meetingthe Investors), the Founders and Investors shall vote or cause to be voted all shares of stock owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, provided that for so long as to elect the directors as set forth in Section 7(a) above. At there are any annual or special meeting called, or any other action taken, for the purpose of electing to or removing directors from Stockholder Directors serving on the Board, the Founders and Investors agree to vote all of their equity securities in the Company during the term of this Agreement, so as to always cause the Board to be constituted as set forth above, whether by election of a designee or by removal or replacement of a designee at the request of the party or parties entitled to designate such designee. one (c1) Until an IPO, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, a designee of Meritech Capital Partners II L.P. (the “Meritech Observer”) and a designee of the Wellington Investors (the “Wellington Observer”) Stockholder Director shall serve as observers to on the Board. As observers, ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Meritech Observer and the Wellington Observer shall be invited to attend all meetings of the Board, including executive sessions, in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to its directors’s Compensation Committee; provided, however, that all information provided by a Stockholder Director shall not serve on any committee if such service would violate mandatory legal or listing requirements concerning the Company to such observers shall be subject to Section 9 independence of this Agreementdirectors; andprovided, provided further, that the Company reserves the right shall take all reasonable efforts to withhold any information and to exclude avoid any such observer from any meeting disqualification. (g) So long as the Stockholder, the GA Investors or portion thereof if (i) access the KKR Investors have rights pursuant to such information or attendance at such meeting could reasonably be determined this Section 3.4 to adversely affect nominate designees to the attorney-client privilege between Board, the Company and its counselSubsidiaries will prepare and provide, or cause to be prepared and provided, to the Stockholder Directors (in his or her capacity as such), if any, any information, and access to any information, relating to the management, operations and finances of the Company and its Subsidiaries as and when provided to non-management Directors. Notwithstanding anything to the contrary herein, without limiting any Stockholder Director’s fiduciary duties under applicable Law, and subject to Section 10.11, each of the parties hereto hereby consents to each Stockholder Director sharing any information such Stockholder Director (in his or her capacity as such) receives from the Company with officers, directors, members, employees, attorneys, senior advisors and accountants of the Investor who designated, directly or indirectly, such Stockholder Director and its Affiliates (other than any portfolio companies thereof) in each case, for the internal use by such Investor and its Affiliates of any such information, subject, however, to such Investor and its Affiliates (i) maintaining adequate procedures to prevent such information from being used in connection with the purchase or sale of securities of the Company in violation of applicable Law, (ii) maintaining the confidentiality of any such exclusion is reasonably necessary information, except as required by applicable Law and (iii) refraining from using such information in connection with any Competitive Activities (as defined below). Notwithstanding the foregoing or anything to protect highly confidential proprietary the contrary herein, the Company acknowledges that certain industry knowledge may be acquired by the Stockholder Group, General Atlantic, the GA Investors, KKR, the KKR Investors and their respective representatives from reviewing such information that cannot be separated from their overall knowledge and the Company acknowledges and agrees this knowledge shall be permitted to be used in the ordinary course of business of the Stockholder Group, General Atlantic, the GA Investors, KKR, the KKR Investors and their respective representatives. (h) At all times from the date of this Agreement through the termination of their service as a member of the Board, each of the Stockholder Directors shall comply with the director qualification requirements expressly set forth under the Company’s amended and restated certificate of incorporation (“Charter”) and amended and restated bylaws (“Bylaws”), and all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, Directors’ confidentiality policy, and corporate governance guidelines, and preserve the confidentiality of Company business and information, including protection from disclosure discussions of trade secrets, or (iii) such observer is affiliated with a direct competitor of the Company. The Company shall reimburse Meritech Capital Partners II L P. for the reasonable expenses incurred by it and the Meritech Observer matters considered in connection with attendance at meetings of the Board. The Company shall reimburse the Wellington Investors for the reasonable expenses incurred by them and the Wellington Observer in connection with attendance at meetings of the BoardBoard or Board committees.

Board of Directors; Committees. Immediately following the successful completion of the Revised Offers and subject to the approval of the Sanofi-Synthelabo shareholders at a duly called general meeting (which it will use all reasonable efforts to call as soon as possible), Sanofi-Synthelabo shall restructure its Board of Directors (conseil d’administration) to consist of 17 persons as follows: (a) The Company’s Board shall consist of a number of directors as determined eight (8) persons selected by the Board, to be elected as follows: (i) With respect to the one (1) member of the Company’s Aventis Supervisory Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of the Common Stock, the Founders and the Investors hereby agree to vote all of their shares of Common Stock now owned or hereafter acquired in favor of the election of a person designated by the Founders and Investors holding of a majority of the Common Stock as of the date of record for such annual or special meeting who shall either be (i) one of Yehezkel Yeshurun, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by at least two (2) of the Investor Directors (such approval not to be unreasonably withheld). The representative of the Common Stock shall initially be Yehezkel Yeshurun, the current Chairman of the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director shall be filled according to this Section 7(a)(i). (ii) With respect to those two (2) members of the Company’s Board that the Amended and Restated Certificate of Incorporation provides are to be elected by the holders of Series B Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (i) one director designated by Accel Partners (the “Accel DirectorAventis Directors”), which shall, as ; (b) eight (8) persons selected by the Sanofi-Synthelabo Board of the date of this Agreement, be vacant and (ii) one director designated by Pitango Directors (the “Pitango Director”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(ii). (iii) With respect to the member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of a director designated by Amadeus (the “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor Sanofi-Synthelabo Directors”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iii). ; and (iv) With respect to the remaining members of the Company’s Board that the Amended and Restated Incorporation provides are to be elected by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class and on an as converted basis), the Founders and the Investors hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of (ac) the then-current Chairman and Chief Executive Officer of the Company (the “CEO Director”), and (bPrésident-Directeur General) with respect to all other directors, at least one of whom who shall be a non-executive independent director (the “Independent Directors”), and each of whom shall be designated by the unanimous resolution of all the members of the Board (other than the Independent Directors). Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iv). Initially, the CEO Director shall be ▇▇▇▇J▇▇▇ ▇▇▇▇▇▇▇▇▇ Dehecq. The Vice Chairman of the Board shall be a German Aventis Director. In addition, the Board of Directors shall include employee representatives as non-voting members, and initially will consider further representation, if any. Immediately following the Independent successful completion of the Revised Offers and subject to the approval of the Sanofi-Synthelabo shareholders at a duly called general meeting (which it will use all reasonable efforts to call as soon as possible, but in any case the general meeting will take place prior to the consummation of the Revised Offers), Sanofi-Synthelabo shall provide for the tenure for members of the Board of Directors to be four years. After the successful completion of the Revised Offers and subject to the requirements of applicable law and stock exchanges and with the aim to comply with the best corporate governance practices, the Audit, Remuneration and Nominating, and Scientific Committees of the Sanofi-Synthelabo Board of Directors shall consist of an equal number of Aventis Directors and Sanofi-Synthelabo Directors. In addition, the Board of Directors shall form a Strategic Committee which shall consist of an equal number of Aventis Directors and Sanofi-Synthelabo Directors. Sanofi-Synthelabo Directors will be ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. (b) In any and all elections president of directors two of the Company (whether at a meeting or by written consent in lieu foregoing Board of a meeting), the Founders Director committees and Investors shall vote or cause to Aventis Directors will be voted all shares of stock owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, so as to elect the directors as set forth in Section 7(a) above. At any annual or special meeting called, or any other action taken, for the purpose of electing to or removing directors from the Board, the Founders and Investors agree to vote all of their equity securities in the Company during the term of this Agreement, so as to always cause the Board to be constituted as set forth above, whether by election of a designee or by removal or replacement of a designee at the request president of the party or parties entitled to designate such designeeother two foregoing Board of Director committees. (c) Until an IPO, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, a designee of Meritech Capital Partners II L.P. (the “Meritech Observer”) and a designee of the Wellington Investors (the “Wellington Observer”) shall serve as observers to the Board. As observers, ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Meritech Observer and the Wellington Observer shall be invited to attend all meetings of the Board, including executive sessions, in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to its directors; provided, however, that all information provided by the Company to such observers shall be subject to Section 9 of this Agreement; and, provided further, that the Company reserves the right to withhold any information and to exclude any such observer from any meeting or portion thereof if (i) access to such information or attendance at such meeting could reasonably be determined to adversely affect the attorney-client privilege between the Company and its counsel, or (ii) such exclusion is reasonably necessary to protect highly confidential proprietary information, including protection from disclosure of trade secrets, or (iii) such observer is affiliated with a direct competitor of the Company. The Company shall reimburse Meritech Capital Partners II L P. for the reasonable expenses incurred by it and the Meritech Observer in connection with attendance at meetings of the Board. The Company shall reimburse the Wellington Investors for the reasonable expenses incurred by them and the Wellington Observer in connection with attendance at meetings of the Board.

Board of Directors; Committees. Immediately following the successful completion of the Revised Offers and subject to the approval of the Sanofi-Synthelabo shareholders at a duly called general meeting (which it will use all reasonable efforts to call as soon as possible), Sanofi-Synthelabo shall restructure its Board of Directors (conseil d'administration) to consist of 17 persons as follows: (a) The Company’s Board shall consist of a number of directors as determined eight (8) persons selected by the Board, to be elected as follows: Aventis Supervisory Board (ithe "Aventis Directors"); (b) With respect to the one eight (1) member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected 8) persons selected by the holders Sanofi-Synthelabo Board of Directors (the Common Stock, "Sanofi-Synthelabo Directors"); and (c) the Founders Chairman and the Investors hereby agree to vote all of their shares of Common Stock now owned or hereafter acquired in favor of the election of a person designated by the Founders and Investors holding of a majority of the Common Stock as of the date of record for such annual or special meeting Chief Executive Officer (Président-Directeur General) who shall either be (i) one of Yehezkel Yeshurun, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by at least two (2) of the Investor Directors (such approval not to be unreasonably withheld). The representative of the Common Stock shall initially be Yehezkel Yeshurun, the current Chairman of the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director shall be filled according to this Section 7(a)(i). (ii) With respect to those two (2) members of the Company’s Board that the Amended and Restated Certificate of Incorporation provides are to be elected by the holders of Series B Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (i) one director designated by Accel Partners (the “Accel Director”), which shall, as of the date of this Agreement, be vacant and (ii) one director designated by Pitango (the “Pitango Director”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇ Dehecq. Any vacancy occurring because The Vice Chairman of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(ii). (iii) With respect to the member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of a director designated by Amadeus (the “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor Directors”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iii). (iv) With respect to the remaining members of the Company’s Board that the Amended and Restated Incorporation provides are to be elected by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class and on an as converted basis), the Founders and the Investors hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of (a) the then-current Chief Executive Officer of the Company (the “CEO Director”), and (b) with respect to all other directors, at least one of whom shall be a German Aventis Director. In addition, the Board of Directors shall include employee representatives as non-executive independent director voting members, and will consider further representation, if any. Immediately following the successful completion of the Revised Offers and subject to the approval of the Sanofi-Synthelabo shareholders at a duly called general meeting (which it will use all reasonable efforts to call as soon as possible, but in any case the “Independent Directors”general meeting will take place prior to the consummation of the Revised Offers), and each of whom Sanofi-Synthelabo shall be designated by provide for the unanimous resolution of all the tenure for members of the Board (other than of Directors to be four years. After the Independent Directors). Any vacancy occurring because successful completion of the deathRevised Offers and subject to the requirements of applicable law and stock exchanges and with the aim to comply with the best corporate governance practices, resignationthe Audit, or removal Remuneration and Nominating, and Scientific Committees of the above elected directors Sanofi-Synthelabo Board of Directors shall be filled according to this Section 7(a)(iv)consist of an equal number of Aventis Directors and Sanofi-Synthelabo Directors. InitiallyIn addition, the CEO Director shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and initially the Independent Board of Directors shall form a Strategic Committee which shall consist of an equal number of Aventis Directors and Sanofi-Synthelabo Directors. Sanofi-Synthelabo Directors will be ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. (b) In any and all elections president of directors two of the Company (whether at a meeting or by written consent in lieu foregoing Board of a meeting), the Founders Director committees and Investors shall vote or cause to Aventis Directors will be voted all shares of stock owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, so as to elect the directors as set forth in Section 7(a) above. At any annual or special meeting called, or any other action taken, for the purpose of electing to or removing directors from the Board, the Founders and Investors agree to vote all of their equity securities in the Company during the term of this Agreement, so as to always cause the Board to be constituted as set forth above, whether by election of a designee or by removal or replacement of a designee at the request president of the party or parties entitled to designate such designeeother two foregoing Board of Director committees. (c) Until an IPO, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, a designee of Meritech Capital Partners II L.P. (the “Meritech Observer”) and a designee of the Wellington Investors (the “Wellington Observer”) shall serve as observers to the Board. As observers, ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Meritech Observer and the Wellington Observer shall be invited to attend all meetings of the Board, including executive sessions, in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to its directors; provided, however, that all information provided by the Company to such observers shall be subject to Section 9 of this Agreement; and, provided further, that the Company reserves the right to withhold any information and to exclude any such observer from any meeting or portion thereof if (i) access to such information or attendance at such meeting could reasonably be determined to adversely affect the attorney-client privilege between the Company and its counsel, or (ii) such exclusion is reasonably necessary to protect highly confidential proprietary information, including protection from disclosure of trade secrets, or (iii) such observer is affiliated with a direct competitor of the Company. The Company shall reimburse Meritech Capital Partners II L P. for the reasonable expenses incurred by it and the Meritech Observer in connection with attendance at meetings of the Board. The Company shall reimburse the Wellington Investors for the reasonable expenses incurred by them and the Wellington Observer in connection with attendance at meetings of the Board.

Board of Directors; Committees. (a) The Company covenants and agrees with the Stockholders that, at or prior to the Closing, the Company shall (i) increase the size of the Company’s Board of Directors to nine members, (ii) cause three Independent Directors to resign from the Board subject to the election of five new directors effective upon the Closing and (iii) cause such Board of Directors to elect, effective upon the Closing, (A) four new directors nominated by Arcelor, of whom only two shall consist be Independent Directors, and all four of a number whom shall be subject to Skandalaris’s approval (which shall not be unreasonably withheld or delayed) and (B) one new director nominated by Skandalaris, who shall also be an Independent Director, and who shall be subject to Arcelor’s approval (which shall not be unreasonably withheld or delayed). (b) So long as Arcelor and its Affiliates own, directly or indirectly, at least 7,500,000, Shares then Arcelor and its Affiliates shall be entitled to nominate four directors of directors as determined by the BoardCompany subject to Skandalaris’s approval, which shall not be unreasonably withheld or delayed (each, an “Arcelor Designee,” and together the “Arcelor Designees”), of whom only two shall be Independent Directors. Arcelor’s right to nominate the Arcelor Designees shall be elected as followssubject to the following provisions: (i) With respect to the one (1) member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected If, by the holders of the Common Stocksale or other transfer, the Founders total ownership of Shares by Arcelor and the Investors hereby agree its Affiliates is reduced to vote all less than 7,500,000, then thereafter Arcelor and its Affiliates shall be entitled to nominate only three Arcelor Designees, two of their shares of Common Stock now owned or hereafter acquired in favor of the election of a person designated by the Founders whom shall be non-Independent Directors and Investors holding of a majority of the Common Stock as of the date of record for such annual or special meeting who shall either be (i) one of Yehezkel Yeshurun, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by at least two (2) of the Investor Directors (such approval not to be unreasonably withheld). The representative of the Common Stock shall initially be Yehezkel Yeshurun, the current Chairman of the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director whom shall be filled according to this Section 7(a)(i)an Independent Director. (ii) With respect to those two (2) members of the Company’s Board that the Amended and Restated Certificate of Incorporation provides are to be elected If, by the holders of Series B Preferred Stocksale or other transfer, the Founders total ownership of Shares by Arcelor and the Investors hereby agree its Affiliates is reduced to vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (i) one director designated by Accel Partners (the “Accel Director”)less than 5,625,000, which shall, as of the date of this Agreement, be vacant then thereafter Arcelor and (ii) one director designated by Pitango (the “Pitango Director”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors its Affiliates shall be filled according entitled to this Section 7(a)(ii). (iii) With respect to the member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred Stocknominate only two Arcelor Designees, the Founders and the Investors hereby agree to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of a director designated by Amadeus (the “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor Directors”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iii). (iv) With respect to the remaining members of the Company’s Board that the Amended and Restated Incorporation provides are to be elected by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class and on an as converted basis), the Founders and the Investors hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of (a) the then-current Chief Executive Officer of the Company (the “CEO Director”), and (b) with respect to all other directors, at least one of whom shall be a non-executive independent director (the “Independent Directors”), Director and each one of whom shall be designated by the unanimous resolution of all the members of the Board (other than the an Independent Directors). Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iv). Initially, the CEO Director shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and initially the Independent Directors shall be ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇Director. (biii) In If, by sale or other transfer, the total ownership of Shares by Arcelor and its Affiliates is reduced to less than 3,750,000, then thereafter Arcelor and its Affiliates shall be entitled to nominate only one Arcelor Designee, who shall be an Independent Director. (iv) If, by sale or other transfer, the total ownership of Shares by Arcelor and its Affiliates is reduced to less than 1,875,000, then thereafter Arcelor and its Affiliates shall not be entitled to nominate any and all elections of directors of the Company Company. (whether v) The non-Independent Directors nominated by Arcelor shall be those who are designated as such by Arcelor at a meeting or by written consent in lieu of a meeting), the Founders and Investors shall vote or cause to be voted all shares of stock owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, so as to elect the directors as set forth in Section 7(a) above. At any annual or special meeting called, or any other action taken, for the purpose of electing to or removing directors from the Board, the Founders and Investors agree to vote all time of their equity securities nomination by Arcelor; even if they would qualify as Independent Directors as defined in the Company during the term this Agreement, they shall be treated as non-Independent Directors for all purposes of this Agreement, so as to always cause the Board to be constituted as set forth above, whether by election of a designee or by removal or replacement of a designee at the request of the party or parties entitled to designate such designee. (c) Until an IPOSo long as Skandalaris or any of the Skandalaris Transferees own, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇and Skandalaris has the right to vote, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇at least one-half of the number of Shares which they owned and he had the right to vote immediately following the Closing, a designee of Meritech Capital Partners II L.P. then they shall have the right to nominate one director subject to Arcelor’s approval, which shall not be unreasonably withheld or delayed (the “Meritech ObserverSkandalaris Designee”) and a designee of the Wellington Investors (the “Wellington Observer”) shall serve as observers to the Board. As observers), ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Meritech Observer and the Wellington Observer who shall be invited an Independent Director. Skandalaris’s right to attend all meetings of nominate the Board, including executive sessions, in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to its directors; provided, however, that all information provided by the Company to such observers Skandalaris Designee shall be subject to Section 9 the following provisions: (i) If, by sale or other transfer, the total number of Shares that Skandalaris and the Skandalaris Transferees own and he has the right to vote is reduced to less than one-half of the number of Shares that they own and he has had the right to vote immediately following the Closing, then thereafter Skandalaris and the Skandalaris Transferees shall not be entitled to nominate any director of the Company. (ii) Even if Skandalaris would qualify as an Independent Director as defined in this Agreement, he shall be treated as a non-Independent Director for all purposes of this Agreement. (d) The committees of the Company’s Board of Directors shall consist of an audit committee, a compensation committee and a nominating and governance committee (collectively, the “Independent Board Committees”), each of which shall be comprised of three Independent Directors, and an executive committee, which shall be comprised of four directors. From and after the Closing, (i) one of the Arcelor Designees, if there are any, shall be a member of each Independent Board Committee; and(ii) the Skandalaris Designee, if there is one, shall be a member of each Independent Board Committee; (iii) the remaining members of each Independent Board Committee shall be selected by a majority of all Independent Directors from among the Independent Directors who are neither Arcelor Designees nor the Skandalaris Designee; (iv) Skandalaris shall be a member and the Chairman of the executive committee; (v) the Skandalaris Designee, if there is one, or any other director selected by Skandalaris, shall be a member of the executive committee; (vi) two Arcelor Designees (or such lesser number as has then been designated) shall be members of the executive committee; and (vii) the remaining members of the executive committee, if any are needed, shall be selected by the entire Board of Directors. All nominations made by the nominating and governance committee shall require the unanimous approval of the three members of that committee; provided furtherthat, that if the Company reserves members of the nominating and governance committee do not reach a unanimous decision as to any particular nominee, then such nomination shall be made by a majority of all Independent Directors. (e) So long as Arcelor and its Affiliates have the right to withhold any information and nominate at least one Arcelor Designee to exclude any such observer from any meeting or portion thereof if the Board of Directors of the Company: (i) access Skandalaris and the Skandalaris Transferees shall, and Skandalaris shall cause the Skandalaris Transferees to, take such action as may be required so that all Shares held by Skandalaris and the Skandalaris Transferees are voted for or cast in favor of (or, in the case of stockholder action by written consent, the holders of such Shares consent to) (A) the election of any and all Arcelor Designees to such information or attendance at such meeting could reasonably be determined to adversely affect serve on the attorney-client privilege between Board of Directors of the Company and its counsel(B) should Arcelor so request, or the removal of any of the Arcelor Designees; (ii) In the event a seat on the Board of Directors of the Company previously filled by an Arcelor Designee (the “Arcelor Departing Designee”) becomes vacant for any reason (including, but not limited to, such exclusion Arcelor Departing Designee’s death, disqualification, retirement or removal), Skandalaris and the Skandalaris Transferees shall, and Skandalaris shall cause the Skandalaris Transferees to, take all such necessary action as may be permissible in their capacities as stockholders of the Company, so that such vacancy is reasonably necessary to protect highly confidential proprietary information, including protection from disclosure of trade secrets, or filled by an individual designated by Arcelor (the “Arcelor Vacancy Designee”); (iii) Skandalaris and the Skandalaris Transferees shall, and Skandalaris shall cause the Skandalaris Transferees to, take all such observer is affiliated with a direct competitor necessary action as may be permissible in their capacities as stockholders of the Company. The Company shall reimburse Meritech Capital Partners II L P. for , to cause an Arcelor Designee to be elected to serve as Vice Chairman of the reasonable expenses incurred by it Board of Directors of the Company; and (iv) Skandalaris and the Meritech Observer Skandalaris Transferees shall, and Skandalaris shall cause the Skandalaris Transferees to, take all such necessary action as may be permissible in connection with attendance at meetings their capacities as stockholders of the Board. The Company shall reimburse Company, to cause at least one Arcelor Designee to sit on each committee of the Wellington Investors for Board of Directors of the reasonable expenses incurred by them Company, including the Company’s audit committee, compensation committee, governance committee and executive committee. (f) So long as Skandalaris and the Wellington Observer in connection with attendance at meetings Skandalaris Transferees have the right to nominate the Skandalaris Designee to the Board of Directors of the BoardCompany: (i) Arcelor and its Affiliates that hold Shares shall, and Arcelor shall cause such Affiliates to, take such action as may be required so that all Shares held by Arcelor and its Affiliates are voted for or cast in favor of (or, in the case of stockholder action by written consent, the holders of such Shares consent to) (A) the election of the Skandalaris Designee to serve on the Board of Directors of the Company and (b) should Skandalaris so request, the removal of the Skandalaris Designee; (ii) In the event a seat on the Board of Directors of the Company previously filled by the Skandalaris Designee (the “Skandalaris Departing Designee”) becomes vacant for any reason (including, but not limited to, such Skandalaris Departing Designee’s death, disqualification, retirement, or removal), Arcelor and its Affiliates that hold Shares shall, and Arcelor shall cause such Affiliates to, take all such necessary action as may be permissible in their capacities as stockholders of the Company so that such vacancy is filled by an individual designated by Skandalaris and the Skandalaris Transferees (the “Skandalaris Vacancy Designee”); and (iii) Arcelor and its Affiliates that hold Shares shall, and Arcelor shall cause such Affiliates to, take all such necessary action as may be permissible in their capacities as stockholders of the Company, to cause the Skandalaris Designee to sit on each Independent Board Committee and to cause the Skandalaris Designee or such other director as may be selected by Skandalaris to sit on the executive committee of the Board of Directors of the Company. (g) If Arcelor is unable to sell the Powerlasers business and assets of Dofasco to the Company, then, for as long as Arcelor still has a direct or indirect interest in the Powerlasers business, Arcelor and its Affiliates that hold Shares shall, and Arcelor shall cause such Affiliates to, take all such necessary action as may be permissible in their capacities as stockholders of the Company to ensure that the two non-independent Arcelor Designees (i) shall not receive in any form any Non-Public Competitively Sensitive Information (as that term is defined below) regarding the Company’s laser-welded blanks business, (ii) shall not disclose in any form any Non-Public Competitively Sensitive Information (as defined below) regarding the Powerlasers laser-welded blanks business to any Person employed by or otherwise affiliated with the Company, and (iii) shall not serve as a director of the Company at the same time as such person serves as a director or officer of Powerlasers or Dofasco. “Non-Public Competitively Sensitive Information” shall be defined exclusively to include: (A) any information related to the pricing of laser-welded blanks products, (B) information related to the costs of production of any specific laser-welded blanks products, (C) the price and non-price competitive terms of any contracts or proposed contracts with any specific laser-welded blanks customer or prospective customer, (D) information related to any non-public competitively-sensitive technology or research and development related to the laser-welded blanks business and (E) information related to any non-public competitive strategies related to the laser-welded blanks business. Once Arcelor disposes of its entire interest in the Powerlasers business, Arcelor and its Affiliates shall no longer be bound by this Section 3.2(d).

Board of Directors; Committees. The Parties shall take all action within their respective power required to cause the following to occur: (a) The Company’s Board board of directors of the Company shall at all times consist of a no more than nine principal directors and their respective alternates (suplentes) or such lesser number as equals the sum of the number of Family Designees and the number of Investor Designees. Subject to the provisions set forth in this Section 2.1(a), the Company's directors as determined by the Board, to shall be elected or appointed to serve as follows: (i) With respect The Family Shareholders shall designate six principal directors and their respective alternates (suplentes) to serve on the Company's board of directors (each, a "Family Designee"); it being agreed that at least two of the six principal directors designated by the Family Trust shall be Special Family Designees; and (ii) The Investors shall designate the following numbers of principal directors and their respective alternates (suplentes) to serve on the Company's board of directors (each, an "Investor Designee"): (A) three Investor Designees and their respective alternates (suplentes) to serve on the Company's board of directors as long as the Investors beneficially own Acquired SEs equal to or greater than the Primary Ownership Threshold; (B) two Investor Designees and their respective alternates (suplentes) to serve on the Company's board of directors as long as the Investors beneficially own Acquired SEs fewer than the Primary Ownership Threshold and equal to or greater than the Secondary Ownership Threshold; (C) one Investor Designee and his alternate (suplente) to serve on the Company's board of directors as the Investors beneficially own Acquired SEs fewer than the Secondary Ownership Threshold and equal to or greater than the Tertiary Ownership Threshold; and (D) none, if the Investors beneficially own Acquired SEs fewer than the Tertiary Ownership Threshold. Unless otherwise Approved by the Family Shareholders and the Investors, no principal director or alternate (suplente) may be an officer, director or greater than 10% shareholder of any company (other than the Company, its subsidiaries, and its network affiliates) that (b) Unless otherwise Approved by the Family Shareholders and the Investors, the board of directors of the Company shall have as committees only an Executive Committee and a Compensation Committee, which shall have the authority and be comprised as follows: (i) The Executive Committee of the board of directors of the Company shall be vested with all the powers of the Company's board of directors, subject to the exceptions established in the Company's Charter, the powers delegated to other committees of the board of directors, and the limited corporate rights of the Investors. The Executive Committee shall have five members and their respective alternates (suplentes). So long as the Investors are entitled to designate at least one (1) director, then the Investors shall also be entitled to designate one of the Investor Designees as a member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders Executive Committee. All other members of the Common Stock, the Founders and the Investors hereby agree to vote all of their shares of Common Stock now owned or hereafter acquired in favor of the election of a person Executive Committee shall be designated by the Founders Family Shareholders or otherwise in accordance with the Company's Charter and Investors holding of a majority of the Common Stock as of the date of record for such annual or special meeting who shall either be (i) one of Yehezkel Yeshurunapplicable law, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by but at least two (2) of the Investor Directors (such approval not to be unreasonably withheld). The representative members of the Common Stock shall initially be Yehezkel Yeshurun, the current Chairman of the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director Executive Committee shall be filled according Special Family Designees so long as the Investors are entitled to this Section 7(a)(i)designate at least one director. (ii) With respect The Compensation Committee of the board of directors of the Company shall periodically review the compensation, employee benefit plans, and fringe benefits paid to those two (2) members or provided for officers of the Company’s Board that , recommend the Amended annual salaries and Restated Certificate bonuses of Incorporation provides the Company's officers to the board of directors for approval, monitor the Company's incentive programs and plans, and engage compensation experts and consultants to advise the Compensation Committee and the board of directors. The Compensation Committee shall have two members and their respective alternates (suplentes). So long as the Investors are entitled to designate at least one director, then one member of the Compensation Committee shall be an Investor Designee and one member shall be a Special Family Designee who is not in the Company's management. If the Investors cease to be entitled to designate at least one director, then the members and size of the Compensation Committee shall be determined by the Family Shareholders or otherwise in accordance with the Company's Charter and applicable law. (c) If any Family Designee or Investor Designee (a "Withdrawing Designee") is unable to serve, or once having commenced to serve, is removed or withdraws from the board of directors of the Company, such Withdrawing Designee's replacement (the "Substitute Designee") on the board of directors (and, if applicable, any executive or similar committee thereof) shall be designated in accordance with Section 2.1(a). Until the Substitute Designee has been elected, the alternate (suplente) for the Withdrawing Designee shall serve on the board of directors of the Company and on the related committee(s), if any, as principal Family Designee or Investor Designee, as the case may be, with the same powers, rights and committee memberships as the Withdrawing Designee had. The Parties shall take all action within its, his or her power to seat the Substitute Designee in place of the Withdrawing Designee, including, but not limited to, the voting of Capital Stock of the Company and the giving of, and causing such Shareholder's representatives or (d) If any Party is entitled to designate a director or directors but chooses not to designate a director or directors, such directorship or directorships shall remain vacant unless such vacancy results in less than the minimum number of directors required by law, in which case the vacancy or vacancies shall be filled by an individual or individuals elected by the holders of Series B Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (i) one director designated by Accel Partners (the “Accel Director”), which shall, as shareholders of the date of this Agreement, be vacant and (ii) one director designated Company in the manner provided by Pitango (the “Pitango Director”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(ii)Company's Charter. (iiie) With respect to the member The Parties agree that no action shall be taken at any meeting of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred Stock, the Founders and the Investors hereby agree to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of a director designated by Amadeus (the “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor Directors”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iii). (iv) With respect to the remaining members of the Company’s Board that the Amended and Restated Incorporation provides are to be elected by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class and on an as converted basis), the Founders and the Investors hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of (a) the then-current Chief Executive Officer of the Company (the “CEO Director”), and (b) with respect to all other directors, at least one of whom shall be a non-executive independent director (the “Independent Directors”), and each of whom shall be designated by the unanimous resolution of all the members of the Board (other than the Independent Directors). Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iv). Initially, the CEO Director shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and initially the Independent Directors shall be ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. (b) In any and all elections board of directors of the Company (whether or any committee thereof on which an Investor Designee sits) unless each director or member (or committee member, as appropriate) shall receive at a least two Business Days' notice of the meeting or by written consent shall waive that notice in lieu of a writing before the meeting); and further, if the Founders and Investors shall vote or cause to be voted all shares of stock owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, so as to elect the directors as set forth in Section 7(a) above. At any annual or special meeting called, or any other action taken, for the purpose of electing to or removing directors from the Board, the Founders and Investors agree to vote all of their equity securities in the Company during the term of this Agreement, so as to always cause the Board to be constituted as set forth above, whether by election of a designee or by removal or replacement of a designee at the request of the party or parties are then entitled to designate a director or directors or a member or members but that directorship or directorships or membership or memberships are vacant, before any action being taken at any such designeemeeting the Investor Representative must also receive at least two Business Days' notice of the meeting or shall waive that notice in writing and the Investor Representative also shall receive by that date any materials for the meeting distributed to the other directors or members before the meeting. Each Investor Designee and the Investor Representative shall have the right to attend any meeting or meetings by telephone. The board of directors shall not take any action without such notice unless such notice is waived in writing by all of the Investor Designees or by the Investor Representative if the Investors are entitled to designate a director under this Agreement but do not have an Investor Designee serving on the board of directors at that time. (cf) Until an IPO, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, a designee of Meritech Capital Partners II L.P. (the “Meritech Observer”) All designations under this Section 2.1 shall be made in writing and a designee of the Wellington Investors (the “Wellington Observer”) shall serve as observers delivered to the Board. As observers, ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Meritech Observer and the Wellington Observer shall be invited to attend all meetings of the Board, including executive sessions, in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to its directors; provided, however, that all information provided by the Company to such observers shall be subject to Section 9 of this Agreement; and, provided further, that the Company reserves the right to withhold any information and to exclude any such observer from any meeting or portion thereof if (i) access to such information or attendance at such meeting could reasonably be determined to adversely affect the attorney-client privilege between the Company and its counsel, or (ii) such exclusion is reasonably necessary to protect highly confidential proprietary information, including protection from disclosure of trade secrets, or (iii) such observer is affiliated with a direct competitor Chief Executive Officer of the Company. The Company shall reimburse Meritech Capital Partners II L P. for , the reasonable expenses incurred by it Family Shareholder Representative, the Investor Representative and the Meritech Observer Controlling Trustee and shall take effect upon such notice unless a later time of effectiveness is specified in connection with attendance at meetings of the Board. The Company shall reimburse the Wellington Investors for the reasonable expenses incurred by them and the Wellington Observer in connection with attendance at meetings of the Boardnotice.

Board of Directors; Committees. (a) The Company’s As of the date hereof and for so long as either the GA Investors or the KKR Investors Beneficially Own at least 25% of the shares of Common Stock as it Beneficially Owned on the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, the Board shall consist be comprised of eleven (11) directors. Subject to Section 3.4(c)-(h), the members of the Board shall include four (4) Stockholder nominees (the “Stockholder Nominees”). The initial Stockholder Directors of the Company shall be divided among the classes of the directors of the Company so that one Stockholder Director shall be a number member of the class of directors whose term expires at the 2015 annual meeting of the stockholders of the Company, two Stockholder Directors shall be members of the class of directors whose term expires at the 2016 annual meeting of the stockholders of the Company and one Stockholder Director shall be a member of the class of directors whose term expires at the 2017 annual meeting of the stockholders of the Company. For purposes of this Section 3.4, prior to any Distribution, the GA Investors and the KKR Investors will each be deemed to Beneficially Own that amount of Common Stock that they would receive in a Distribution. (b) For a period of two years following the Effective Time, the Board shall establish and maintain a co-chairman structure, whereby two of the Directors shall serve as determined by co-chairman of the Board, to one of which shall be a Stockholder Nominee and the other shall be elected by resolution of a majority of the Independent Directors. (c) The Stockholder shall have nomination rights to the Board as follows: (i) With respect to the one (1) member For so long as each of the Company’s Board that GA Investors and the Amended and Restated Certificate of Incorporation provides is to be elected by the holders KKR Investors Beneficially Own at least 50% of the Common Stock, the Founders and the Investors hereby agree to vote all of their shares of Common Stock now owned or hereafter acquired in favor of the election of a person designated by the Founders and Investors holding of a majority of the Common Stock it Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, the Stockholder shall have the right to designate for nomination four (4) members of record the Board, and for such annual or special meeting who shall either be (i) one so long as each of Yehezkel Yeshurun, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by the GA Investors and the KKR Investors Beneficially Own at least two (2) 25% of the Investor Directors (such approval not to be unreasonably withheld). The representative shares of Common Stock it Beneficially Owned as of the date hereof (provided that both the GA Investors and the KKR Investors Beneficially Own at least one share of Common Stock shall initially be Yehezkel YeshurunStock), as adjusted for any stock split, reverse stock split or similar transaction, the current Chairman of Stockholder shall have the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director shall be filled according right to this Section 7(a)(i). (ii) With respect to those designate for nomination two (2) members of the Company’s Board (it being understood that following any Distribution, so long as such applicable ownership thresholds are met, the Amended KKR Investors and Restated Certificate the GA Investors shall each have the right to designate for nomination two (2) members and one (1) member, as applicable, of Incorporation provides the Board.). Subject to Section 3.4(d), the Company shall include such Stockholder Nominees (or any Replacements thereof), as applicable, in the slate of nominees recommended by the Board for election at the annual meeting or any special meeting of stockholders of the Company at which the Directors are to be elected to the Board and shall use its reasonable best efforts (which shall, to the fullest extent permitted by law, include the inclusion in any proxy statement prepared, used or delivered or publicly filed by the holders Company to solicit the vote of Series B Preferred Stock, its stockholders in connection with any such meeting the Founders and recommendation of the Investors hereby agree to Board that the stockholders of the Company vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (ithe slate of Directors including the Stockholder Nominees) one director designated by Accel Partners (to cause the “Accel Director”), which shall, as of stockholders to elect the date of this Agreement, be vacant and Stockholder Nominees. (ii) one director designated Upon prior reasonable written notice by Pitango the Company, the Stockholder shall supply to the Company, prior to any nomination or appointment and on an on-going basis, as necessary, by the time such information is reasonably requested by the Board: all such information and materials as the Company reasonably requests from other members of the Board as is required to be disclosed in proxy circulars under applicable Law or as is otherwise reasonably requested by the Company from time-to-time from members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements (including, if applicable, any Directors’ questionnaire or similar document); and an executed consent from each of the Stockholder Nominees to be named as a nominee in any proxy circular or similar materials for any annual meeting or special meeting of stockholders and to serve as a Directors if so elected (collectively, the “Pitango DirectorNomination Documents”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(ii). (iii) With respect If any Stockholder Director resigns from the Board or is rendered unable to, or refuses to, or for any other reason ceases, to serve on the member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred StockBoard, the Founders and the Investors hereby agree Stockholder shall be entitled to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of designate a director designated by Amadeus replacement (the a “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor DirectorsReplacement”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇and, subject to Sections 3.4(d) and (e), the Board will use its reasonable best efforts to promptly appoint such Replacement as a replacement Stockholder Director to fill the resulting vacancy. Any vacancy occurring because of the death, resignation, or removal of the above elected directors such Replacement shall be filled according deemed to be a Stockholder Director for all purposes under this Agreement, and prior to his or her appointment to the Board, shall be required to provide to the Company the Nomination Documents as set forth in Section 7(a)(iii3.4(c)(ii). (ivd) With respect to Upon the remaining members first date that the GA Investors Beneficially Own less than 50% of the Company’s Board that the Amended and Restated Incorporation provides are to be elected by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class and on an as converted basis), the Founders and the Investors hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of (a) the then-current Chief Executive Officer that they Beneficially Owned as of the Company (date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the “CEO Director”)Stockholder and, and (b) with respect to all other directorsfollowing a Distribution, at least the GA Investors shall promptly cause one of whom shall be a non-executive independent director (the “Independent Directors”), and each of whom shall be Stockholder Directors designated by the unanimous resolution Stockholder on behalf of all the members GA Investors to tender his or her immediate resignation from the Board. Upon the first date that the KKR Investors Beneficially Own less than 50% of the shares of Common Stock that they Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the Stockholder and, following a Distribution, the KKR Investors shall promptly cause one of the Stockholder Directors designated by the Stockholder on behalf of the KKR Investors to tender his or her immediate resignation from the Board. (e) Upon the first date that the GA Investors Beneficially Own less than 25% of the shares of Common Stock that they Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the Stockholder and, following a Distribution, the GA Investors shall promptly cause the remaining Stockholder Director designated by the Stockholder on behalf of the GA Investors to tender his or her immediate resignation from the Board. Upon the first date that the KKR Investors Beneficially Own less than 25% of the shares of Common Stock that they Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the Stockholder and, following a Distribution, the KKR Investors shall promptly cause the remaining Stockholder Director designated by the Stockholder on behalf of the KKR Investors to tender his or her immediate resignation from the Board. For the avoidance of doubt, upon the first date that the GA Investors and the KKR Investors each Beneficially Own less than 25% of the shares of Common Stock that they Beneficially Owned as of the date hereof, as adjusted for any stock split, reverse stock split or similar transaction, prior to a Distribution, the Stockholder and, following a Distribution, each of the GA Investors and the KKR Investors shall promptly cause its remaining Stockholder Directors to tender their immediate resignation from the Board and thereafter shall no longer have the right to designate for nomination any member of the Board. (f) So long as there are two (2) or more Stockholder Directors, one (1) Stockholder Director shall serve on each committee of the Board (other than a committee that, pursuant to the Independent Directors). Any vacancy occurring because Charter or Article IV is to be composed solely of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iv). Initially, the CEO Director shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and initially the Independent Directors shall be ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. (b) In any and all elections of directors of or a committee established to address conflicts with the Company (whether at a meeting Stockholder Group or by written consent in lieu of a meetingthe Investors), the Founders and Investors shall vote or cause to be voted all shares of stock owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, provided that for so long as to elect the directors as set forth in Section 7(a) above. At there are any annual or special meeting called, or any other action taken, for the purpose of electing to or removing directors from Stockholder Directors serving on the Board, the Founders and Investors agree to vote all of their equity securities in the Company during the term of this Agreement, so as to always cause the Board to be constituted as set forth above, whether by election of a designee or by removal or replacement of a designee at the request of the party or parties entitled to designate such designee. one (c1) Until an IPO, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, a designee of Meritech Capital Partners II L.P. (the “Meritech Observer”) and a designee of the Wellington Investors (the “Wellington Observer”) Stockholder Director shall serve as observers to on the Board. As observers, ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Meritech Observer and the Wellington Observer shall be invited to attend all meetings of the Board, including executive sessions, in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to its directors’s Compensation Committee; provided, however, that all information provided by a Stockholder Director shall not serve on any committee if such service would violate mandatory legal or listing requirements concerning the Company to such observers shall be subject to Section 9 independence of this Agreementdirectors; andprovided, provided further, that the Company reserves the right shall take all reasonable efforts to withhold any information and to exclude avoid any such observer from any meeting disqualification. (g) So long as the Stockholder, the GA Investors or portion thereof if (i) access the KKR Investors have rights pursuant to such information or attendance at such meeting could reasonably be determined this Section 3.4 to adversely affect nominate designees to the attorney-client privilege between Board, the Company and its counselSubsidiaries will prepare and provide, or cause to be prepared and provided, to the Stockholder Directors (in his or her capacity as such), if any, any information, and access to any information, relating to the management, operations and finances of the Company and its Subsidiaries as and when provided to non-management Directors. Notwithstanding anything to the contrary herein, without limiting any Stockholder Director’s fiduciary duties under applicable Law, and subject to Section 10.11, each of the parties hereto hereby consents to each Stockholder Director sharing any information such Stockholder Director (in his or her capacity as such) receives from the Company with officers, directors, members, employees, attorneys, senior advisors and accountants of the Investor who designated, directly or indirectly, such Stockholder Director and its Affiliates (other than any portfolio companies thereof) in each case, for the internal use by such Investor and its Affiliates of any such information, subject, however, to such Investor and its Affiliates (i) maintaining adequate procedures to prevent such information from being used in connection with the purchase or sale of securities of the Company in violation of applicable Law, (ii) maintaining the confidentiality of any such exclusion is reasonably necessary information, except as required by applicable Law and (iii) refraining from using such information in connection with any Competitive Activities (as defined below). Notwithstanding the foregoing or anything to protect highly confidential proprietary the contrary herein, the Company acknowledges that certain industry knowledge may be acquired by the Stockholder Group, General Atlantic, the GA Investors, KKR, the KKR Investors and their respective representatives from reviewing such information that cannot be separated from their overall knowledge and the Company acknowledges and agrees this knowledge shall be permitted to be used in the ordinary course of business of the Stockholder Group, General Atlantic, the GA Investors, KKR, the KKR Investors and their respective representatives. (h) At all times from the date of this Agreement through the termination of their service as a member of the Board, each of the Stockholder Directors shall comply with the director qualification requirements expressly set forth under the Company’s amended and restated certificate of incorporation (“Charter”) and amended and restated bylaws (“Bylaws”), and all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, Directors’ confidentiality policy, and corporate governance guidelines, and preserve the confidentiality of Company business and information, including protection from disclosure discussions of trade secrets, or (iii) such observer is affiliated with a direct competitor of the Company. The Company shall reimburse Meritech Capital Partners II L P. for the reasonable expenses incurred by it and the Meritech Observer matters considered in connection with attendance at meetings of the Board. The Company shall reimburse the Wellington Investors for the reasonable expenses incurred by them and the Wellington Observer in connection with attendance at meetings of the BoardBoard or Board committees.

Board of Directors; Committees. (a) The Company covenants and agrees with the Stockholders that, at or prior to the Closing, the Company shall (i) increase the size of the Company’s Board of Directors to nine members, (ii) cause three Independent Directors to resign from the Board subject to the election of five new directors effective upon the Closing and (iii) cause such Board of Directors to elect, effective upon the Closing, (A) four new directors nominated by Arcelor, of whom only two shall consist be Independent Directors, and all four of a number whom shall be subject to Skandalaris’s approval (which shall not be unreasonably withheld or delayed) and (B) one new director nominated by Skandalaris, who shall also be an Independent Director, and who shall be subject to Arcelor’s approval (which shall not be unreasonably withheld or delayed). (b) So long as Arcelor and its Affiliates own, directly or indirectly, at least 7,500,000, Shares then Arcelor and its Affiliates shall be entitled to nominate four directors of directors as determined by the BoardCompany subject to Skandalaris’s approval, which shall not be unreasonably withheld or delayed (each, an “Arcelor Designee,” and together the “Arcelor Designees”), of whom only two shall be Independent Directors. Arcelor’s right to nominate the Arcelor Designees shall be elected as followssubject to the following provisions: (i) With respect to the one (1) member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected If, by the holders of the Common Stocksale or other transfer, the Founders total ownership of Shares by Arcelor and the Investors hereby agree its Affiliates is reduced to vote all less than 7,500,000, then thereafter Arcelor and its Affiliates shall be entitled to nominate only three Arcelor Designees, two of their shares of Common Stock now owned or hereafter acquired in favor of the election of a person designated by the Founders whom shall be non-Independent Directors and Investors holding of a majority of the Common Stock as of the date of record for such annual or special meeting who shall either be (i) one of Yehezkel Yeshurun, Doron Shikmoni or ▇▇▇▇ ▇▇▇▇▇, or (ii) an individual that is approved by at least two (2) of the Investor Directors (such approval not to be unreasonably withheld). The representative of the Common Stock shall initially be Yehezkel Yeshurun, the current Chairman of the Company. Any vacancy occurring because of the death, resignation, or removal of the above elected director whom shall be filled according to this Section 7(a)(i)an Independent Director. (ii) With respect to those two (2) members of the Company’s Board that the Amended and Restated Certificate of Incorporation provides are to be elected If, by the holders of Series B Preferred Stocksale or other transfer, the Founders total ownership of Shares by Arcelor and the Investors hereby agree its Affiliates is reduced to vote all of their shares of Series B Preferred Stock now owned or hereafter acquired in favor of (i) one director designated by Accel Partners (the “Accel Director”)less than 5,625,000, which shall, as of the date of this Agreement, be vacant then thereafter Arcelor and (ii) one director designated by Pitango (the “Pitango Director”), which director shall initially be ▇▇▇▇ ▇▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors its Affiliates shall be filled according entitled to this Section 7(a)(ii). (iii) With respect to the member of the Company’s Board that the Amended and Restated Certificate of Incorporation provides is to be elected by the holders of Series D Preferred Stocknominate only two Arcelor Designees, the Founders and the Investors hereby agree to vote all of their shares of Series D Preferred Stock now owned or hereafter acquired in favor of a director designated by Amadeus (the “Amadeus Director” and together with the Accel Director and the Pitango Director, the “Investor Directors”), which director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇. Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iii). (iv) With respect to the remaining members of the Company’s Board that the Amended and Restated Incorporation provides are to be elected by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class and on an as converted basis), the Founders and the Investors hereby agree to vote all of their shares of Common Stock and Preferred Stock now owned or hereafter acquired in favor of (a) the then-current Chief Executive Officer of the Company (the “CEO Director”), and (b) with respect to all other directors, at least one of whom shall be a non-executive independent director (the “Independent Directors”), Director and each one of whom shall be designated by the unanimous resolution of all the members of the Board (other than the an Independent Directors). Any vacancy occurring because of the death, resignation, or removal of the above elected directors shall be filled according to this Section 7(a)(iv). Initially, the CEO Director shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and initially the Independent Directors shall be ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇Director. (biii) In If, by sale or other transfer, the total ownership of Shares by Arcelor and its Affiliates is reduced to less than 3,750,000, then thereafter Arcelor and its Affiliates shall be entitled to nominate only one Arcelor Designee, who shall be an Independent Director. (iv) If, by sale or other transfer, the total ownership of Shares by Arcelor and its Affiliates is reduced to less than 1,875,000, then thereafter Arcelor and its Affiliates shall not be entitled to nominate any and all elections of directors of the Company Company. (whether v) The non-Independent Directors nominated by Arcelor shall be those who are designated as such by Arcelor at a meeting or by written consent in lieu of a meeting), the Founders and Investors shall vote or cause to be voted all shares of stock owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, so as to elect the directors as set forth in Section 7(a) above. At any annual or special meeting called, or any other action taken, for the purpose of electing to or removing directors from the Board, the Founders and Investors agree to vote all time of their equity securities nomination by Arcelor; even if they would qualify as Independent Directors as defined in the Company during the term this Agreement, they shall be treated as non-Independent Directors for all purposes of this Agreement, so as to always cause the Board to be constituted as set forth above, whether by election of a designee or by removal or replacement of a designee at the request of the party or parties entitled to designate such designee. (c) Until an IPOSo long as Skandalaris or any of the Skandalaris Transferees own, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇and Skandalaris has the right to vote, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇at least one-half of the number of Shares which they owned and he had the right to vote immediately following the Closing, a designee of Meritech Capital Partners II L.P. then they shall have the right to nominate one director subject to Arcelor’s approval, which shall not be unreasonably withheld or delayed (the “Meritech ObserverSkandalaris Designee”) and a designee of the Wellington Investors (the “Wellington Observer”) shall serve as observers to the Board. As observers), ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Meritech Observer and the Wellington Observer who shall be invited an Independent Director. Skandalaris’s right to attend all meetings of nominate the Board, including executive sessions, in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to its directors; provided, however, that all information provided by the Company to such observers Skandalaris Designee shall be subject to Section 9 the following provisions: (i) If, by sale or other transfer, the total number of Shares that Skandalaris and the Skandalaris Transferees own and he has the right to vote is reduced to less than one-half of the number of Shares that they own and he has had the right to vote immediately following the Closing, then thereafter Skandalaris and the Skandalaris Transferees shall not be entitled to nominate any director of the Company. (ii) Even if Skandalaris would qualify as an Independent Director as defined in this Agreement, he shall be treated as a non-Independent Director for all purposes of this Agreement. (d) The committees of the Company’s Board of Directors shall consist of an audit committee, a compensation committee and a nominating and governance committee (collectively, the “Independent Board Committees”), each of which shall be comprised of three Independent Directors, and an executive committee, which shall be comprised of four directors. From and after the Closing, (i) one of the Arcelor Designees, if there are any, shall be a member of each Independent Board Committee; and(ii) the Skandalaris Designee, if there is one, shall be a member of each Independent Board Committee; (iii) the remaining members of each Independent Board Committee shall be selected by a majority of all Independent Directors from among the Independent Directors who are neither Arcelor Designees nor the Skandalaris Designee; (iv) Skandalaris shall be a member and the Chairman of the executive committee; (v) the Skandalaris Designee, if there is one, or any other director selected by Skandalaris, shall be a member of the executive committee; (vi) two Arcelor Designees (or such lesser number as has then been designated) shall be members of the executive committee; and (vii) the remaining members of the executive committee, if any are needed, shall be selected by the entire Board of Directors. All nominations made by the nominating and governance committee shall require the unanimous approval of the three members of that committee; provided furtherthat, that if the Company reserves members of the nominating and governance committee do not reach a unanimous decision as to any particular nominee, then such nomination shall be made by a majority of all Independent Directors. (e) So long as Arcelor and its Affiliates have the right to withhold any information and nominate at least one Arcelor Designee to exclude any such observer from any meeting or portion thereof if (i) access to such information or attendance at such meeting could reasonably be determined to adversely affect the attorney-client privilege between the Company and its counsel, or (ii) such exclusion is reasonably necessary to protect highly confidential proprietary information, including protection from disclosure Board of trade secrets, or (iii) such observer is affiliated with a direct competitor Directors of the Company. The Company shall reimburse Meritech Capital Partners II L P. for the reasonable expenses incurred by it and the Meritech Observer in connection with attendance at meetings of the Board. The Company shall reimburse the Wellington Investors for the reasonable expenses incurred by them and the Wellington Observer in connection with attendance at meetings of the Board.: