Common use of Board of Directors Clause in Contracts

Board of Directors. 1. The governing board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) As of the ConsortiumExecution Date, responsible for management, control and administration the Board of Directors shall consist of the Consortium following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Medical Plan(s)Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, shall to take or cause to be referred taken all actions available to as each that are necessary to maintain the "Board of Directors" (the "Board"). The voting members composition of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(1110.1(a). 8(c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. A majority Each of the Directors Parties hereto agrees to take such action as is necessary to call a special meeting of the Board shall constitute a quorum. A quorum is a simple majority (more than half) shareholders of the entire Board. A quorum is required Company (or effect a written consent in lieu thereof) for the Board purpose of effecting any such removal, and at such meeting each such Party shall vote to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting is impractical due of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the nature and/or urgency position of any action which, in the opinion Chairman of the Chairperson, is necessary or advisable Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken on behalf and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all directors having a majority of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent total voting power represented at a meeting at which a quorum is required for the Chairperson to present shall constitute an act on behalf of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in reliance upon such approvals. Any actions taken the absence of the Chairman, a director designated by the Chairperson pursuant Board of Directors to this paragraph shall be ratified preside at the next scheduled a meeting of the Board. 11. The Chair Board of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and Directors, shall have the same rights and obligations as all a second or casting vote in addition to any other Directors. The Joint Committee on Plan Structure and Design vote such person may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityhave.

Board of Directors. 1. (a) The governing board Initial Member hereby appoints R▇▇▇ ▇▇▇▇▇▇▇ and M. ▇▇▇▇▇▇ Price as Directors. (b) Each Director shall be deemed as a “manager” of the Consortium, responsible for management, control and administration Fund as such term is defined in Section 18-101(10) of the Consortium Act. (c) The number of Directors at the date of this Agreement is fixed at not more than fourteen (14) Directors and no fewer than three (3). After the Medical Plan(sdate hereof, the number of Directors will be fixed from time to time by the Directors then in office, which number may be greater, or lesser, than fourteen (14), shall be referred but no fewer than the minimum number of directors permitted to as corporations organized under the "Board of Directors" (the "Board"). The voting members laws of the Board shall be composed State of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each DirectorDelaware, except that no reduction in the representatives number of Directors will serve to effect the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body removal of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a (d) The term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee office of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled from the time of such Director’s election and qualification until his or her successor shall have been elected and shall have qualified, or until his or her status as a Director is terminated sooner in accordance with Section 2.1(j) of this Agreement. (e) Except to one vote. A the extent the 1940 Act requires election by Members, if any vacancy in the position of a Director occurs, including by reason of an increase in the number of Directors as contemplated by Section 2.1(c) of this Agreement, the remaining Directors may appoint an individual to serve in that capacity in accordance with the provisions of the 1940 Act. (f) Independent Directors will at all times constitute at least a majority (or more if required by the 1▇▇▇ ▇▇▇) of the Directors then serving. (g) An Independent Director will be replaced by another Independent Director selected and nominated by the remaining Independent Directors, or in a manner otherwise permissible under the 1940 Act. (h) If no Director remains, the Initial Member will promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business is to be continued, approving the appointment of the requisite number of Directors. (i) If the Members determine at the meeting not to continue the business of the Fund, or if the approval of the appointment of the requisite number of Directors is not approved within 60 days after the date on which the last Director ceased to act in that capacity, then the Fund will be dissolved in accordance with Article V of this Agreement and the assets of the Fund will be liquidated and distributed in accordance with such Article. (j) The status of a Director will terminate (i) if the Director dies; (ii) if the Director resigns as a Director; or (iii) if the Director is removed in accordance with Section 2.1(k) of this Agreement. (k) Any Director may be removed with or without cause by a vote of a majority of the entire Board, other Directors or by the vote or written consent of Members holding not simply those present, is less than two-thirds (or such lesser percentage as may be required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean be accepted under applicable law) of the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progressesUnits then-held by Members. 7. Each Participant (l) The Directors may designate in writing an alternate Director to attend establish and maintain committees of the Board's meeting when its Director cannot attend. The alternate Director , and the Directors may participate in grant to such committees the discussions at authority to, among other things: value the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority assets of the Fund; select and nominate the Independent Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for Fund; recommend to the Board the compensation to be paid to the Independent Directors; and recommend to the Board the firm of certified public accountants that will conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan YearFund’s audits. 9. Special meetings (m) The Directors may establish or designate committees of the Board or the Fund, whose members may be called at any time by include the Chairperson or by any two Directors and/or other natural persons who are not Directors, to provide advice and other services to the Fund, which committees may include (2but are not limited to) Directors. Whenever practicable, a committee that will value the person or persons calling such special meeting shall give at least a three (3) day notice to all assets of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstancesFund. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which(n) The Independent Directors will receive compensation for their services as Independent Directors, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken as determined by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1Except as otherwise provided in this Agreement or in the Bylaws, the powers of PARSAC shall be exercised, its property shall be controlled, and its affairs shall be conducted by its Board of Directors whose meetings, functions and activities shall be governed by the Bylaws. The governing board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative director who represents and acts on behalf of each Participant and representatives respective Member Entity which participates in PARSAC's Liability and/or Workers’ Compensation Program. The number of persons on the Joint Committee on Plan Structure and Design (Board shall be equal to the number of Member Entities. In addition, each Member Entity shall appoint a second individual as set forth in Section C(11))alternate director, who shall have the authority to attend, participate in, and vote on at any official action taken by meeting of the Board (each a "Director")when the respective director is absent. Each Director, except the representatives director and alternate director shall be an elected official or employee of the Joint Committee on Plan Structure and Designrespective Member Entity, shall be designated in writing appointed by the respective Member Entity's governing body of the Participant. 2body, and shall serve at its pleasure. If a Director designated by director or alternate ceases to be an employee or elected official of a Participant cannot fulfill his/her obligations, Member Entity for any reason, his or her position on the Board and any of its committees shall immediately terminate. The Board of Directors shall have the following powers and functions: A. The Board shall exercise all powers and conduct all business of PARSAC, either directly or by delegation of authority to other bodies or persons pursuant to this Agreement and applicable law; B. The Board shall form an Executive Committee from its membership. In the Bylaws the Board shall delegate to that Committee such powers as set forth hereinit sees fit; C. The Board may form such other committees as it deems appropriate in conducting PARSAC's business; D. The Board shall elect PARSAC's officers; E. The Board shall cause to be prepared and adopt PARSAC's annual operating budget; F. The Board shall develop, or cause to be developed, and shall review, modify as necessary, and adopt each of PARSAC's Programs, including all provisions for reinsurance and administrative services necessary to carry out such Program; G. The Board shall contract or otherwise provide for necessary services to PARSAC and to Member Entities. These necessary services may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjusting, and legal defense services; H. The Board, either directly or through the Participant desires Executive Committee, shall provide policy direction to designate a new Director, it must notify the ConsortiumPARSAC's Chairperson in writing General Manager; I. The Board shall receive and act upon reports of its selection committees and the General Manager, either directly or through the Executive Committee; J. The Board shall establish monetary limits upon any delegation of the claims payment and settlement authority, beyond which a proposed settlement must be referred to the Board for approval; K. The Board may require that PARSAC review, audit, report upon, and make recommendations with regard to the safety or claims administration functions of any Member Entity insofar as those functions are affecting PARSAC's liability or potential liability. The Board may forward any or all such recommendations to the Member Entity with a request for compliance and a statement of potential consequences for noncompliance; L. The Board shall receive, review and act upon periodic reports and audits of PARSAC's funds; M. The Board may amend, repeal or adopt new designee to represent Bylaws, this Agreement or other key documents; N. The Board may increase, decrease, or otherwise amend the Participant as a Director.coverages, limits and other terms of any Memorandum of Coverage; 3. Directors O. The Board shall receive no remuneration approve any proposal by the Executive Committee for Special Assessments from the Consortium for their service Member Entities before such Special Assessments are billed; P. The Board may expel a Member Entity from any Program or from membership in PARSAC pursuant to Article XXIV of this Agreement; Q. The Board may ratify actions of the Executive Committee, where such ratification is required before the action becomes final; R. The Board may enter into a joint venture or contractual arrangement with any similar entity and may also enter into a merger or acquisition agreement with a similar entity, provided that if PARSAC is not the surviving entity in any such merger or acquisition, such action shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained require approval by the Consortium, including any thirdvote of three-party contract administrator. 6. Except as otherwise provided in Section D fourths of the Agreement, each Director Member Entities; and S. The Board shall be entitled to one vote. A majority of the entire Board, not simply those present, is required have such other powers and functions as are provided for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouragedBylaws, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progressesapplicable law. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. (a) The governing board Existing Shareholder and the Company shall cause to be nominated and exercise their respective reasonable best efforts to cause to be elected, in each case subject to the Articles of Association and applicable Law, one appropriately qualified designee of the Consortium, responsible for management, control and administration Focus Shareholder to the Board of Directors of the Consortium and Company (the Medical Plan(s), shall be referred to as the "“Board of Directors" ”) on or before June 30, 2011. Thereafter, for so long as the Focus Shareholder, together with its Affiliates, owns at least five percent (5%) or more of all of the "Board"outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Focus Shareholder and its Affiliates are directly or indirectly convertible or exercisable), at any election of directors of the Company, the Focus Shareholder shall have the right to nominate one candidate for election to the Board of Directors. The voting Company and the Existing Shareholder shall use their respective reasonable best efforts to cause such person (or any substitute or replacement designated or nominated by the Focus Shareholder) to be a candidate recommended by the Board of Directors and elected a Director of the Company, including soliciting proxies for such person to the same extent it does for any other nominees of its Board of Directors. (b) Any person nominated or designated pursuant to this Section 2.1 shall be a “Focus Nominee.” Prior to the Focus Nominee being elected to the Board of Directors, the Existing Shareholders and the Company shall use their respective reasonable best efforts to cause one designee of the Focus Shareholder to be appointed an observer to attend all meetings of the Board of Director in a nonvoting capacity. The Company shall provide such observer with copies of all notices, minutes, consents and other materials that it provides to the Directors at the same time and in the same manner as provided to the Directors and notify such observer of all regular and special meetings of any committee of the Board of Directors. For the avoidance of doubt, such observer shall not be entitled to attend any meeting of any committee of the Board of Directors. (c) Notwithstanding anything to the contrary contained herein, if the Focus Nominee resigns, is removed pursuant to Section 2.1(d) or otherwise, or is unable to continue to serve as a Director of the Company, the Focus Shareholder may designate a replacement Director and the Existing Shareholder and the Company shall use their respective reasonable best efforts to cause such person to be elected a Director, provided however, that in each case, the Focus Shareholder remains entitled to nominate and designate one Director pursuant to this Section 2.1. (d) Any Director of the Company may be removed from the Board of Directors in accordance with applicable law and the governing documents of the Company; provided, however, that with respect to the Focus Nominee, neither the Existing Shareholder nor the Company shall take any action to cause any such removal without the prior written consent of the Focus Shareholder unless such removal is required by applicable law or such Director is no longer qualified to serve as a Director pursuant to applicable SEC or regulatory requirements, or a generally applicable policy of the Board of Directors. (e) The Company and the Existing Shareholder shall ensure, to the extent permitted by applicable law, that any Directors nominated or designated pursuant to this Section 2.1 shall enjoy the same rights, capacities, entitlements, indemnification rights and compensation as any other members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director")Directors. Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director The Focus Nominee shall be entitled to one vote. A majority of the entire Boardreimbursement for documented, not simply those present, is required for the Board to take any official action, unless otherwise specified reasonable out-of-pocket expenses incurred in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special attending meetings of the Board may be called at of Directors (or any time by committee thereof) to the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all same extent as other members of the other Directors. Such notice shall set forth the time and place Board of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval Company shall notify the Focus Nominee of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf all regular meetings and special meetings of the Board in reliance upon of Directors and, if the Focus Nominee is a member of any committee thereof, of all regular and special meetings of such approvalscommittee. Any actions taken by The Company shall provide the Chairperson pursuant Focus Nominee with copies of all notices, minutes, consents and other material that it provides to this paragraph shall be ratified at the next scheduled meeting all other members of the BoardBoard of Directors concurrently with such materials being provided to the other members. 11. (f) The Chair Company and the Existing Shareholder shall not take any action that would result in any amendment to the governing documents of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Company inconsistent with the provisions of this Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority2.1.

Board of Directors. 1. 8.1 The governing board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), Agency shall be referred to as governed by the "Board of Directors" (the "Board"). The voting members of the Board , which shall be composed of one representative Director representing each Member. Each Member’s Legislative Body, according to its own procedures, shall appoint a Member of the Legislative Body as a Director to represent the Member on the Board of Directors. The Director shall serve at the pleasure of their respective Legislative Body. The Legislative Body of each Participant Member shall also appoint one alternate Director (“Alternate”) who shall participate in and representatives vote at any meeting of the Joint Committee on Plan Structure Board when the primary Director is absent. Any vacancy in a Director or Alternate position shall be filled by the appointing Member’s Legislative Body, subject to the provisions of this Article. Immediately upon admission of a new Member, the new Member shall be entitled and Design required to appoint a Director and one alternate Director. Every Director or Alternate shall be a Council Member or Mayor of their individual Member city. 8.2 A Director and/or Alternate shall be removed from the Board of Directors upon the occurrence of any one of the following events: (1) the Agency receives written notice from the appointing Member of the removal and/or replacement of the Director or Alternate; (2) the withdrawal of the Member from this Agreement; (3) the death or resignation of the Director or Alternate; (4) the Agency receives written notice from the Member that the Director or Alternate is no longer qualified as provided in the first paragraph of this Article 8; or as set forth in Section C(11)), who Article 21. 8.3 The Board of Directors shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure following powers and Design, shall be designated in writing by the governing body of the Participant.functions: 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. 8.3.1 Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) exercise all powers and conduct all business of the entire Board. A quorum is required for Agency, either directly or by delegation to other bodies or persons; 8.3.2 The Board shall elect an Executive Committee, as provided in Article 11; 8.3.3 The Board shall be the Board to conduct any business. This quorum requirement is independent policy setting body of the voting requirements set forth Agency; 8.3.4 The Board shall appoint or retain the services of necessary agents, consultants, or independent contractors in Section C(6)accordance with Article 14; 8.3.5 The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Agency. Adoption of the budget may not be delegated. The Board shall meet on an annual basis, at a time adopt their budget no later than the first April 30th following formation and place within the State then subsequently by April 30th of New York determined by a vote of the Boardeach successive year. The Board shall hold an review, set, and adopt annual meeting (the “Annual Meeting”) in September of each Plan Year.dues to be funded by Agency Members; 9. Special meetings 8.3.6 The Board shall receive, review and act upon periodic reports and audits of the funds of the Agency, as required under Article 16 of this Agreement; 8.3.7 The Board may be called at any time by adopt policies regarding personnel, conflicts of interest and other matters necessary or convenient for the Chairperson or by any two (2) Directors. Whenever practicableefficient operation of the Agency; 8.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and 8.3.9 Subject to the terms of this Agreement, the person or persons calling Board shall have such special meeting shall give at least a three (3) day notice other powers and duties as are reasonably necessary to all carry out the purposes of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstancesAgency. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) Each Party shall take all necessary and desirable actions within its control such that, as of the Consortium, responsible for management, control and administration of Effective Time: (i) the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members size of the Board shall be composed set at nine members; (ii) the following persons shall be nominated for election or appointment to be members of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee following individuals is referred to herein as a “Nominee”): (A) Jishuang Zhao, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇(or any of their respective successors nominated pursuant to paragraph (d) below, the “Founder Directors”); and (B) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-Cloquet and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or any of their respective successors nominated pursuant to paragraph (e) below, the “EdtechX Directors”), each of whom shall serve as an independent director of Holdco; and (iii) three (3) persons nominated based on Plan Structure and Design, shall be designated in writing by compliance with the governing body nominating and corporate governance committee charter and/or corporate governance guidelines of the ParticipantHoldco (the “Independent Directors”) , each of whom shall serve as an independent director of Holdco. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, (b) Subject to the terms and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing conditions of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, from the Effective Time through the Termination Date, each of the Parties shall mean take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the total number Board and the shareholders and recommending, supporting and soliciting proxies, if applicable), to nominate, appoint, and vote all Holdco Shares held by such Party for the election of the EdtechX Directors, the Founder Directors and Independent Directors as directors of Holdco. (c) Holdco shall take all actions necessary to ensure that, from the Effective Time through the Termination Date: (i) the applicable Nominees are included in the Board’s slate of nominees to the shareholders of Holdco for each election of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present and recommended by the Board at any meeting may attend remotely utilizing videoconferencing that allows of shareholders called for real time audio the purpose of electing directors; and visual participation and voting (ii) if applicable, each applicable Nominee up for election is included in the proxy statement prepared by management of Holdco in connection with Holdco’s soliciting proxies or consents in favor of the foregoing for every meeting upon confirmation that communication is of the shareholders of Holdco called with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director respect to attend the election of members of the Board's meeting when its Director cannot attend. The alternate Director may participate in , and at every adjournment or postponement thereof, and on every action or approval by written resolution of the discussions at shareholders of Holdco or the Board meeting and will, if so designated in writing by with respect to the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority election of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote members of the Board. The Board In addition, each Shareholder shall hold an annual meeting (the “Annual Meeting”) vote in September favor of each Plan Year. 9. Special meetings Nominee at every meeting of the Board may be shareholders of Holdco called at any time by with respect to the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all election of members of the other Directors. Such notice shall set forth the time Board, and place at every adjournment or postponement thereof, and on every action or approval by written resolution of the special meeting as well as a detailed agenda shareholders of Holdco or the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due Board with respect to the nature and/or urgency election of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting members of the Board. 11. The Chair (d) If a vacancy occurs because of the Joint Committee on Plan Structure death, disability, disqualification, resignation or removal of a Founder Director or for any other reason, the Company Shareholders shall be entitled to designate such person’s successor, and Design and Holdco shall, within ten days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) such successor designee shall serve the remainder of the term of the Founder Director whom such designee replaces. Notwithstanding anything to the contrary, the director position for such Founder Director shall not be filled pending such designation and appointment, unless the Company Shareholders fail to designate such Nominee for more than 30 days, after which Holdco may appoint an interim successor director until the Company Shareholders make such designation. (e) If a vacancy occurs because of the death, disability, disqualification, resignation or removal of an EdtechX Director or for any other reason, the EdtechX Sponsors shall be entitled to designate such person’s successor, and Holdco shall, within ten days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the EdtechX Director whom such designee replaces. Notwithstanding anything to the contrary, the director position for such EdtechX Director shall not be filled pending such designation and appointment, unless the EdtechX Sponsors fail to designate such Nominee for more than 30 days, after which Holdco may appoint an interim successor director until the EdtechX Sponsors make such designation. (f) If a vacancy occurs because of the death, disability, disqualification, resignation or removal of an Independent Director or for any other reason, such vacancy shall be filled in accordance with the nominating and corporate governance committee charter and/or corporate governance guidelines then effective of the Holdco. (g) Holdco shall pay the reasonable, documented out-of-pocket expenses incurred by each Nominee in connection with his or her services provided to or on behalf of Holdco, including attending meetings (including committee meetings) or events attended on behalf of Holdco at Holdco’s request. (h) Holdco shall (i) purchase directors’ and officers’ liability insurance pursuant to the terms of Section 7.10 of the Merger Agreement and (ii) for so long as Directors any member of the Board nominated pursuant to the terms of this Agreement serves as a director of Holdco, maintain such coverage with respect to such directors; provided, that upon removal or resignation of such director for any reason, Holdco shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six years from any such event in respect of any act or omission occurring at or prior to such event. (i) For so long as any Founder Director or EdtechX Director serves as a director of Holdco, Holdco shall have not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any director nominated pursuant to this Agreement as and to the same extent consistent with applicable Legal Requirements, including but not limited to any such rights to indemnification or exculpation in Holdco’s Charter Documents (except to the extent such amendment or alteration permits Holdco to provide broader indemnification or exculpation rights, in the aggregate and on an individual basis, on a retroactive basis, than permitted prior thereto). (j) For the avoidance of doubt, a reduction in the amount of Holdco Shares beneficially owned by the EdtechX Sponsors, on the one hand, or the Company Shareholders, on the other hand, shall not impact such Shareholders’ right granted under this Agreement to fill a vacancy resulting from any EdtechX Director or Founder Director, respectively, ceasing to serve as a director for any reason. (k) Notwithstanding anything herein to the contrary, from and after the Effective Time and at any time prior to the Termination Date, the Shareholders shall not knowingly take or agree to take, directly or indirectly, any action to frustrate, obstruct or otherwise prevent, Holdco from performing its obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend nominate the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityNominees.

Board of Directors. 1(a) Prior to an offering of Interests there may be an initial sole Director, who may also serve as the initial sole officer. The governing board Thereafter, the number of Directors shall be determined by a written instrument signed by a majority of the ConsortiumDirectors then in office, responsible for management, control and administration provided that the number of the Consortium and the Medical Plan(s), Directors shall be referred to as no less than two or more than fifteen. No reduction in the "Board number of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who Directors shall have the authority effect of removing any Director from office prior to vote on any official action taken the expiration of his or her term. An individual nominated as a Director shall be at least 21 years of age and not older than 80 years of age at the time of nomination and not under legal disability. Directors need not own an Interest and may succeed themselves in office. Each Director shall be a "Manager" of the Company for purposes of the Delaware Act. (b) The Directors shall be elected at meetings of the Members called by the Board (each a "Director"). Each Directorof Directors from time to time in their sole discretion for that purpose, except as provided in Section 2.6(d) of this Article, and each Director elected shall hold office until his or her successor shall have been elected and shall have qualified. The term of office of a Director shall terminate and a vacancy shall occur in the representatives event of the Joint Committee on Plan Structure and Designdeath, shall be designated in writing by resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the governing body duties of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligationsoffice, for any reasonor removal, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. (c) Any of the Directors may resign (without need for prior or subsequent accounting) by an instrument in writing signed by such Director and delivered or mailed to the Directors or the Chairman, if any, the President or the Secretary and such resignation shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Directorbe effective upon such delivery, or any member at a later date according to the terms of the instrument. Any of the Directors may be removed (provided the aggregate number of Directors after such removal shall not be less than the minimum number required by Section 2.6(a) hereof) for cause only, and not without cause, and only by action taken by a majority of the remaining Directors followed by the vote of Members holding at least seventy-five percent (75%) of the voting power (determined in accordance with Section 3.3(i) hereof) of the Company then entitled to vote in an election of such Director. Upon the resignation or removal of a Director's immediate family, each such resigning or removed Director shall be an owner, officer, director, partner, execute and deliver such documents as the remaining Directors shall require for the purpose of effecting such resignation or employee of any contractor or agency retained by the Consortium, including any third-party contract administratorremoval. 6. Except as otherwise provided (d) Whenever a vacancy in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official actionof Directors shall occur, unless otherwise specified the remaining Directors may fill such vacancy by appointing an individual having the qualifications described in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing Section by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A written instrument signed by a majority of the Directors then in office or may leave such vacancy unfilled or may reduce the number of Directors; provided the aggregate number of Directors after such reduction shall not be less than the minimum number required by Section 2.6(a) hereof; provided, further, that if the Members of any class or series of Interests are entitled separately to elect one or more Directors, a majority of the Board shall constitute remaining Directors or the sole remaining Director elected by that class or series may fill any vacancy among the number of Directors elected by that class or series. Any vacancy created by an increase in Directors may be filled by the appointment of an individual having the qualifications described in Section 2.6(a) made by a quorum. A quorum is written instrument signed by a simple majority (more than half) of the entire BoardDirectors then in office. A quorum is required for the Board No vacancy shall operate to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directorsannul this Agreement. Whenever practicablea vacancy in the number of Directors shall occur, until such vacancy is filled as provided herein, the person or persons calling such special meeting Directors in office, regardless of their number, shall give at least a three (3) day notice to have all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due powers granted to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have discharge all the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate duties imposed upon the Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityby this Agreement.

Board of Directors. 1. The governing board Company shall not, without the written consent or affirmative vote of (i) the holders of at least a majority of the Consortium, responsible for management, control then outstanding Common Stock consenting or voting (as the case may be) as a separate class and administration (ii) the holders of at least a majority of the Consortium then outstanding Series A Preferred, Series B Preferred and Series C Preferred, each consenting or voting (as the Medical Plan(scase may be) together as a single class, increase the maximum number of directors constituting the Board of Directors to a number in excess of six (6). For so long as at least 5,500,000 shares of Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A Preferred), shall be referred to as the "Board holders of Directors" (the "Board"). The Series A Preferred, voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant together as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Directorseparate class, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any elect two (2) members of the Company's Board of Directors (the "Series A Directors") at each meeting or pursuant to each consent of the Company's stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors. Whenever practicableFor so long as at least 3,575,000 but not more than 5,499,999 shares of Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A Preferred), the holders of Series A Preferred, voting together as a separate class, shall be entitled to elect one (1) member of the Company's Board of Directors at each meeting or pursuant to each consent of the Company's stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. For so long as at least 3,500,000 shares of Series C Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series C Preferred), the holders of Series C Preferred, voting together as a separate class, shall be entitled to elect one (1) member of the Company's Board of Directors (the "Series C Director") at each meeting or pursuant to each consent of the Company's stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors. At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or persons calling such special meeting shall give at least a three by proxy (3or the written consent) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.the

Board of Directors. 1. The governing (a) From and after the Closing and until the provisions of this Section 1 cease to be effective, each Stockholder shall vote all of his Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, director, member of the board or any committee thereof, or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of directors on the Company's board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" directors (the "BOARD") shall be no more than six directors; (ii) the following persons shall be elected to the Board: (A) two representatives designated by GTCR Fund VII (the "GTCR INVESTOR DIRECTORS"), who shall initially be ▇▇▇▇▇ ▇. The voting members ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (B) two representatives designated by Bajaj (the "EXECUTIVE DIRECTORS"), who shall be executive officers of the Company and one of whom shall initially be Bajaj; and (C) at such time as GTCR Fund VII designates, up to two representatives chosen jointly by GTCR Fund VII and Bajaj (the "OUTSIDE DIRECTORS"); PROVIDED that no Outside Director shall be a member of the Company's management or an employee or officer of the Company or its subsidiaries; PROVIDED further that if GTCR Fund VII and Bajaj are unable to agree on the Outside Directors within 10 days after the date specified by GTCR Fund VII for electing the Outside Directors, then GTCR Fund VII shall, in its sole discretion, designate the Outside Directors; (iii) the composition of any committee of the Board shall be composed include at least one GTCR Investor Director; (iv) a majority of one representative the board of directors of each Participant and representatives of the Joint Committee on Plan Structure and Design Company's subsidiaries (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "DirectorSUB BOARD"). Each Director, except the representatives ) shall consist of members of the Joint Committee on Plan Structure and Design, shall be designated in writing by Board; (v) the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration removal from the Consortium for their service and shall serve Board, a term from January 1 through December 31 Sub Board or a committee (the "Plan Year"). 4. No with or without cause) of any GTCR Investor Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Outside Director shall be entitled to one vote. A majority upon (and only upon) the written request of GTCR Fund VII; (vi) the entire removal from the Board, not simply those present, is required for a Sub Board or a committee (with or without cause) of any Executive Director shall be upon (and only upon) the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number written request of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting Bajaj; and (vii) in the meeting upon confirmation event that communication is with all participants any representative designated hereunder for any reason ceases to serve as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote member of the Board. The , a Sub Board or a committee during his term of office, the resulting vacancy on the Board, the Sub Board or such committee shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time filled by the Chairperson or a representative designated by any two (2) Directors. Whenever practicable, the person or persons calling originally entitled to designate such special meeting shall give at least a three (3director pursuant to SECTION 1(a)(ii) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstancesabove. 10. In (b) the event that a special meeting is impractical due to rights of Bajaj under this SECTION 1 shall terminate at such time as Bajaj and the nature and/or urgency of any action which, Bajaj Purchasers in the opinion aggregate hold less than 50% of their aggregate Applicable Purchase Amount. (c) the Chairperson, is necessary or advisable to be taken on behalf rights of GTCR Fund VII under this SECTION 1 shall terminate at such time as the Consortium, GTCR Investors in the Chairperson may send resolutions regarding said actions via electronic communication to aggregate hold less than 50% of their aggregate Applicable Purchase Amount. (d) The Company shall pay all out-of-pocket expenses incurred by each director in connection with attending regular and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting special meetings of the Board, any Sub Board and any committee thereof. 11. (e) If any party fails to designate a representative to fill a directorship pursuant to the terms of this SECTION 1, the election of a person to such directorship shall be accomplished in accordance with the Company's bylaws and applicable law. (f) The Chair provisions of this SECTION 1 shall terminate upon first to occur of (i) the consummation of a Qualified Public Offering and (ii) the consummation of a Sale of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityCompany.

Board of Directors. 1. The governing board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its it’s selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) For so long as this Agreement is in effect, each of the Consortium, responsible for management, control and administration Stockholders shall vote all of the Consortium Voting Stock owned or held of record by such Stockholder so as to elect, and to continue in office, each of the Medical Plan(s), shall be referred to directors of the Company designated by the Lead Stockholders. So long as the "Board Stockholders are entitled to elect eight Class B directors pursuant to the Restated Certificate of Directors" (Incorporation, the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who Apollo Stockholder shall have the authority right to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives designate four Class B directors of the Joint Committee on Plan Structure Company and Design, the ▇▇▇ Stockholder shall be designated in writing by have the governing body right to designate four Class B directors of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10Company. In the event that a special meeting the number of Class B directors of the Company that the Stockholders are entitled to elect is impractical due reduced to below eight pursuant to Section V(D) of the Restated Certificate of Incorporation, (i) the number of Class B directors that the ▇▇▇ Stockholder shall be entitled to designate shall be equal to the nature and/or urgency ▇▇▇ Director Percentage divided by the Required Investor Director Percentage (rounded up or down to the nearest integer) and (ii) the number of any action which, in Class B directors that the opinion Apollo Stockholder shall be entitled to designate shall be equal to the total number of Class B directors of the Chairperson, is necessary or advisable Company that the Stockholders are entitled to be taken on behalf elect pursuant to Section V(D) of the ConsortiumRestated Certificate of Incorporation minus the number of Class B directors that the ▇▇▇ Stockholder is entitled to designate pursuant to this Section 2.1(a). (b) If either of the Lead Stockholders shall notify the other Stockholders of its desire to remove, with or without cause, any director of the Chairperson may send resolutions regarding said actions via electronic communication to Company previously designated by it, each and Stockholder shall vote all of the Directors. The Directors may then electronically communicate their approval shares of Voting Stock owned or disapproval held by such Stockholder and take all other necessary actions to cause the removal of said resolution via signed document any director designated by such Lead Stockholder pursuant to Section 2.1(a). (c) In the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required event that any designee of either Lead Stockholder shall for the Chairperson any reason cease to act on behalf serve as a member of the Board in reliance upon of Directors during his term of office, the resulting vacancy on the Board of Directors will be filled by a representative designated by such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the BoardLead Stockholder. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing Upon the date hereof, Section 1(a) of the Stockholders Agreement is amended to read in its entirety as follows: (a) From and after the Closing and until the provisions of this Section 1 cease to be effective, each Stockholder shall vote all of his Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, director, member of the board or any committee thereof, or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of directors on the Company's board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" directors (the "BOARD") shall be no more than nine directors; (ii) the following persons shall be elected to the Board: (A) two representatives designated by GTCR Fund VII (the "GTCR INVESTOR DIRECTORS"), who shall initially be ▇▇▇▇▇ ▇. The voting members ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (B) two representatives designated by Bajaj (the "EXECUTIVE DIRECTORS"), who shall be executive officers of the Company and one of whom shall initially be Bajaj; and (C) at such time as GTCR Fund VII designates, up to five representatives chosen jointly by GTCR Fund VII and Bajaj (the "OUTSIDE DIRECTORS"); PROVIDED that no Outside Director shall be a member of the Company's management or an employee or officer of the Company or its subsidiaries; PROVIDED further that if GTCR Fund VII and Bajaj are unable to agree on the Outside Directors within 10 days after the date specified by GTCR Fund VII for electing the Outside Directors, then GTCR Fund VII shall, in its sole discretion, designate the Outside Directors; (iii) the composition of any committee of the Board shall be composed include at least one GTCR Investor Director; (iv) a majority of one representative the board of directors of each Participant and representatives of the Joint Committee on Plan Structure and Design Company's subsidiaries (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "DirectorSUB BOARD"). Each Director, except the representatives ) shall consist of members of the Joint Committee on Plan Structure and Design, shall be designated in writing by Board; (v) the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration removal from the Consortium for their service and shall serve Board, a term from January 1 through December 31 Sub Board or a committee (the "Plan Year"). 4. No with or without cause) of any GTCR Investor Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Outside Director shall be entitled to one vote. A majority upon (and only upon) the written request of GTCR Fund VII; (vi) the entire removal from the Board, not simply those present, is required for a Sub Board or a committee (with or without cause) of any Executive Director shall be upon (and only upon) the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number written request of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting Bajaj; and (vii) in the meeting upon confirmation event that communication is with all participants any representative designated hereunder for any reason ceases to serve as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote member of the Board. The , a Sub Board or a committee during his term of office, the resulting vacancy on the Board, the Sub Board or such committee shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time filled by the Chairperson or a representative designated by any two (2) Directors. Whenever practicable, the person or persons calling originally entitled to designate such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson director pursuant to this paragraph shall be ratified at the next scheduled meeting of the BoardSECTION 1(a)(ii) above. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) Upon request of the ConsortiumInvestor, responsible for managementin accordance with the terms of this Agreement, control and administration of the Consortium Company Board has determined to invite the Investor to, and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who Investor shall have the authority right (until such right is terminated in accordance with the terms of this Agreement) to, designate a representative of the Investor for appointment to vote on any official action taken by the Company Board (each a "Director"the “Investor Representative”). Each Director, except subject to the representatives following procedures and conditions: Until the termination of the Joint Committee on Plan Structure Designation Right pursuant to Section 5.2(c), the Investor shall have the right to designate an Investor Representative, which right shall include the right to request that the Investor Representative resign from the position and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Directorreplacement Investor Representative upon any resignation, retirement or other removal of any Investor Representative (such right, the “Designation Right”). Upon the resignation, retirement or other removal of any Investor Representative, the Company Board shall promptly appoint the replacement Investor Representative to the Company Board. Each Investor Representative must satisfy any regulatory requirements applicable to directors or director nominees to the Company Board and shall be subject to all policies applicable to directors of the Company, including the Company’s [Corporate Governance Guidelines](1). In connection with each proposed Investor Representative to the Company Board, the Investor shall provide such information with respect to such designee as may be required by applicable Law or regulation or otherwise reasonably requested by the Company. Each Investor Representative and each replacement Investor Representative must be reasonably acceptable to the Company and the Company Board as the obligation of the Company Board to appoint or nominate any such individual shall, with respect to each such individual, be subject to compliance by each director with such director’s duties. Prior to termination of the Designation Right pursuant to Section 5.2(c) and subject to the requirements of this Section 5.2(a), if an Investor Representative is appointed to the Company Board pursuant to this Section 5.2(a), the Company shall include such Investor Representative (or designated replacement Investor Representative in accordance with this Section 5.2) as a nominee to the Company Board on the slate of nominees recommended by the Company Board at the next annual or other meeting where directors are to be elected by shareholders of the Company. Prior to termination of the Designation Right pursuant to Section 5.2(c), the Company shall use the same efforts to have the Investor Representative elected as a director of the Company by the stockholders of the Company and shall solicit proxies for the Investor Representative to the same extent as it must notify does for any other nominees recommended by the Consortium's Chairperson in writing Company Board. Prior to appointment or election to the Company Board, each Investor Representative shall provide a written letter of its selection resignation, effective upon and conditioned on the occurrence of a new designee termination of the Designation Right pursuant to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"Section 5.2(c). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. (b) The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and Investor Representative shall have the same rights and obligations responsibilities as other members of the Company Board, including the same access as other members of the Company Board to management with respect to matters relating to the operation, financial and all other Directorspolicies of the Company (and the ability to participate in the processes by which those policies are made) and the same rights as other members of the Company Board to attend committee meetings of the Company Board. The Joint Committee on Plan Structure Investor Representative shall be provided with (1) To conform as necessary. copies of all notices, minutes, consents and Design other materials provided to all other members of the Company Board concurrently to when such materials are provided to such other members. (c) The Company may designate terminate the Designation Right by written notice to the Investor within thirty (30) Business Days (subject to the proviso in sub-clause (vi)) after: (i) the Investor and the Company agree in writing alternate Directors to attend terminate the BoardDesignation Right, (ii) the Designation Right or the exercise thereof by the Investor or participation by the Investor Representative on the Company Board is prohibited by applicable Law or pursuant to an Order by a Governmental Authority with competent jurisdiction over the Company or Investor, (iii) the Investor commits a material breach of this Agreement, which material breach is not cured within thirty (30) calendar days after the Investor’s meetings when receipt of a written notice in respect thereof from the Labor Representatives canCompany, (iv) the Investor fails to maintain the level of Invested Assets, or fails to maintain the level of Seed Capital Investments, in each case as contemplated by, and in accordance with Section 6.1(a) and Section 6.1(c), which failure is, in each case, not attendcured within twenty (20) calendar days following written notice by the Company, it being understood that in no event shall the aggregate cure period granted with respect to all failures to maintain such funding levels and schedules pursuant to this clause (iv) exceed forty (40) calendar days in any calendar quarter (for the avoidance of doubt, the temporary redemption or repatriation of funds by the Investor in accordance with Section 6.1(f) shall not be deemed to be a material failure to maintain the required investment levels unless such funds are not reinvested in accordance with Section 6.1(f)), (v) the Investor has delivered a written notice pursuant to Section 6.1(h) of its intention not to comply with the Invested Asset and/or Seed Capital Investment funding and maintenance requirements of Section 6.1(a) and Section 6.1(c), or (vi) if at any time the Investor Beneficially Owns less than the Applicable Percentage of the issued and outstanding Company Common Stock (provided, that in the case of a termination of the Designation Right pursuant this sub-clause (vi), if at such time the Investor has the right to terminate this Agreement pursuant to Section 8.1(k), then the Company may not exercise its right to terminate the Designation Right until ninety (90) calendar days following the event described in this sub-clause (vi), at which time, if the event shall be continuing, then the Company shall be permitted to deliver notice of termination hereunder). Failure to give the notice referred to in the preceding sentence shall constitute a waiver of the Company’s right to terminate the Designation Right in connection with the applicable event. Prior to any termination of the Designation Right pursuant to sub-clauses (ii) — (vi), a Senior Executive of the Company shall discuss such termination of the Designation Right with a Senior Executive of the Investor and consider in good faith whether there are available alternatives or remedies to avoid terminating the Designation Right. (d) The Designation Right shall automatically terminate ten (10) Business Days following written notice from the Company to the Investor that a Change of Control has occurred; provided, however, that if the Designation Right would not otherwise terminate pursuant to this Section 5.2(d) in connection with such Change of Control, then the Investor may, within ten (10) Business Days following its receipt of such notice of a Change of Control, elect in writing to continue the Designation Right, and the Designation Right shall not be terminated following such Change of Control. If the Investor elects, pursuant to this Section 5.2(d), to continue the Designation Right following a Change of Control, then no Standstill Fall-Away Date shall be deemed to have occurred as a result of such Change of Control, and the Standstill Restrictions shall continue to apply until a subsequent Standstill Fall-Away Date. The alternate Director mayCompany shall give written notice to the Investor that a Change of Control has occurred within five (5) Business Days following such occurrence. (e) On and from the date of this Agreement until the earlier of Closing or the termination of the Merger Agreement in accordance with its terms, if designated the Investor shall have no Designation Rights in writingrelation to ▇▇▇▇▇▇▇▇▇. On and from Closing, the Investor shall have no Designation Rights in relation to JCG and, as provided in this Section 5.2, the Investor shall have Designation Rights in relation to ▇▇▇▇▇▇▇▇▇. Effective as of the Closing, the Investor Representative shall be authorized appointed to exercise the Labor Representatives’ voting authorityCompany Board.

Board of Directors. 1. The governing (a) From and after the effective date of the Merger and until the provisions of this Section 1 cease to be effective, each holder of Shareholder Shares shall vote all of their Shareholder Shares and any other voting securities of the Company over which such Shareholder has voting control and shall take all other necessary or desirable actions within its control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of directors on the Company's board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" directors (the "Board"). The voting members ) shall be established at such number as Investment Corp. shall determine from time to time (provided that the authorized number of directors on the Board shall not be composed reduced below the amount necessary to allow for the designations provided for pursuant to clauses (ii), (iii), (iv) and (v) below)); (ii) the following persons shall be elected to the Board: (A) such representatives as are designated by holders of one representative of each Participant and representatives a majority of the Joint Committee on Plan Structure Investment Corp. Shares from time to time (the "Investment Corp. Directors"), who shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. Tamer and Design ▇▇▇▇ ▇. ▇▇▇▇▇▇; and (B) ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Management Directors"); (iii) the removal from the Board of any Investment Corp. Director shall be only upon the written request of Investment Corp.; (iv) the removal from the Board of any Management Director, other than as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design1(a)(v) hereof, shall be designated in writing by only upon the governing body written request of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire BoardManagement Directors other than the Director to be removed; (v) in the event that any Management Director ceases to be an employee of the Company and its Subsidiaries, not simply those presenthe shall be removed as a director promptly after his employment ceases; provided, however, that such Management Director shall retain his directorship if both (a) such Management Director was terminated without Cause (as such term is required defined in such Management Director's Employment Agreement) or resigned with Good Reason (as such term is defined in such Management Director's Employment Agreement), and (b) such Management Director continues to hold five (5) percent or more of the Company's Common Stock; and (vi) in the event that any Investment Corp. Director or Management Director designated hereunder for any reason ceases to serve as a member of the Board to take any official actionduring his term of office, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at resulting vacancy on the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward filled by a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A representative designated by holders of a majority of the Directors Investment Corp. Shares, or by holders of a majority of the Management Investor Shares, respectively; provided, however, that if a Management Director ceases to serve as a member of the Board because he was terminated with Cause (as such term is defined in such Management Director's Employment Agreement) or resigned without Good Reason (as such term is defined in such Management Director's Employment Agreement), then the resulting vacancy on the Board shall constitute be filled by holders of a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan YearInvestment Corp. Shares. 9. Special (b) The Company shall pay all reasonable out-of-pocket expenses incurred by each director in connection with attending regular and special meetings of the Board may be called at and any time by committee thereof. (c) If any party fails to designate a representative to fill a directorship pursuant to the Chairperson or by any two (2) Directors. Whenever practicableterms of this Section 1, the election of a person or persons calling to such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director directorship shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, accomplished in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the BoardCompany's bylaws and applicable law. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board Company will exercise all authority and take all such actions (including, without limitation, complying with Section 14(f) of the ConsortiumExchange Act) which it may take under applicable law which are necessary to cause, responsible for managementconcurrently with the Initial Closing, control and administration the Board of Directors to consist of nine persons as of the Consortium Initial Closing Date and to cause five nominees of the Medical Plan(s), shall Purchaser to be referred appointed to as the "Board of Directors" Directors as of such date. From and after the Initial Closing Date, the Company shall (i) cause the four nominees (the "BoardSeries B Designees"). The voting members ) designated by the holders of the Board shall Series B Preferred Stock to be composed elected as directors in accordance with the Series B Certificate of Designations; and (ii) nominate one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director additional director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 Capital Z (the "Plan YearCapital Z Nominee"). 4) to the Company's stockholders for election as directors at each annual meeting of stockholders of the Company at which the applicable class of directors is being elected and shall use its best efforts to cause the election of each such nominee, including soliciting proxies in favor of the election of such persons. No Director may represent more than one Participant. 5The Company's By-laws shall be amended, effective as of the Initial Closing Date, to be consistent with the foregoing and the Series B Certificate of Designations. No DirectorIf, or any member in connection with the conversion into Common Stock of all outstanding shares of Series B Preferred Stock, the holders of a Director's immediate familymajority of such shares request that the Series B Designees continue to serve as directors after such conversion, the Company shall be an owner, officer, director, partner, or employee of any contractor or agency retained by take such actions to assure the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D continuation of the AgreementSeries B Designees as directors after such conversion, each Director shall be entitled to one vote. A majority of until the entire Board, not simply those present, next meeting at which any such director is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10elected. In the event that a special meeting is impractical due any such nominee elected to the nature and/or urgency Board of Directors shall cease to serve as a director for any reason, the vacancy resulting therefrom shall be filled by such Board with a substitute person who has been nominated by the Holders of Series B Preferred Stock (in the case of a Series B Designee) or by Capital Z (in the case of the Capital Z Nominee). Following the election or appointment of the Series B Designees and the Capital Z Nominee pursuant to this Section 4.12 and prior to the earlier to occur of June 30, 1999 and the Supplemental Closing, any amendment or waiver by the Company of any action whichterm or condition of this Agreement, in any Ancillary Agreement or the opinion Certificate of Incorporation or the By-Laws, any termination by the Company of this Agreement or any Ancillary Agreement, any extension by the Company of the Chairpersontime for the performance of any of the obligations or other acts of the Purchaser or waiver or assertion of any of the Company's rights hereunder, is necessary or advisable any other consents or actions by the Board of Directors with respect of this Agreement or any Ancillary Agreement, will require, and will require only (with respect to be taken such action on behalf of the ConsortiumCompany), the Chairperson may send resolutions regarding said actions via electronic communication concurrence of a majority of the Continuing Directors, except to each and all the extent that applicable law requires that such action be acted upon by the full Board of Directors, in which case such action will require the concurrence of a majority of the Directors. The Directors may then electronically communicate their approval or disapproval , which majority shall include each of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b)Continuing Directors, unanimous consent is and no other action by the Company shall be required for purposes of this Agreement. After the Chairperson date of this Agreement, until the earlier to act on behalf occur of the consummation of the Supplemental Closing and June 30, 1999, or the earlier termination of this Agreement, the Purchaser will not exercise any rights it may have as a stockholder of the Company to effect a change in the composition of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of Directors of the BoardCompany, except as provided for in this Section 4.12. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1i) Board Composition: The Company shall have a minimum of 2 or 3 (depending upon the category of the company- Private or Public) and a maximum of 15 (fifteen) Directors, including the Nominee Directors (as defined hereinafter) on its Board in compliance with the provisions of Companies Act, 2013 and rules framed thereunder. ii) The Board shall comprise of at least 1 (One) director nominated by the Promoters and 1 (One) Nominee Director representing the Investor (“Investor Director") if the investor decides to appoint Nominee Director on the Board of Director of the Company. The governing board Company and the Promoters shall appoint the nominee(s) of the Consortium, responsible for management, control and administration Investor as Director(s) on the Board within 30 days of intimation of the Consortium and nomination by the Medical Plan(s), Investor. Any approval given by the Investor Director will be considered as approval of the investor. iii) The Investor shall be referred also have the right to as the "Board of Directors" appoint 1 (the "Board"). The One) non- voting members observer (“Observer”) to all meetings of the Board or committees of the Board. The Investor shall also ▇▇▇▇ the right to replace and substitute any individual from time to time as the Observer. The Observer shall be composed of one representative of each Participant and representatives invited to all meetings of the Joint Committee on Plan Structure Board or committees of the Board, a copy of the notice sent to all Directors would be provided to the Observer at the same time and Design (as set forth in Section C(11)), who the Observer shall have the authority right to vote on any official action taken by participate in all discussions and matters at the meeting of the Board (each a "Director"). Each Director, except the representatives or committees of the Joint Committee on Plan Structure and Design, Board provided however that nothing in this Clause shall be designated in writing by provide the governing body of Observer the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth hereinright to, and the Participant desires to designate a new DirectorObserver shall not be entitled to, it must notify vote at any meetings of the Consortium's Chairperson in writing Board or committees of its selection of a new designee to represent the Participant as a DirectorBoard. 3iv) The Nominee Directors of the Investor shall not be subject to retirement by rotation. Directors The Articles of Association of the Company shall receive no remuneration from contain suitable provisions in this behalf. In case a nominee of the Consortium for Investor cannot be appointed as non-rotational director in accordance with the provisions of law, then such nominee may be appointed as rotational Director on the Board of the Company. In that event, the Promoters shall exercise their service voting rights to ensure election of the Investors’ nominee on the Board of the Company in rotational category. v) Appointment of any new Managing Director and Executive / Whole Time Director of the Company shall be subject to the independent prior written approval of the Investor and shall serve a term from January 1 through December 31 (be on the "Plan Year")terms and conditions approved by it. 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director vi) The Nominee Directors shall be entitled to one votereceive all notices, agenda, material, etc. A majority concerning the meetings and shall be entitled to attend all General meetings and Board meetings and meetings of any committees of the entire BoardBoard of which they are members, not simply those presenttake part in the discussion at such meetings, is required for the Board vote there-at and to take any official action, unless otherwise specified in this Agreementappoint an alternate director to attend and vote instead. The “entire Board”, as used herein Investor shall also have the right to nominate one observer who may attend all Board and elsewhere in this Agreement, Shareholders’ meetings of the Company provided that such observer shall mean not have the total number right to vote at any such meeting. vii) The Board Meeting or a Meeting of the Committee of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in of the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority Company shall be counted toward convened only after serving a quorum. The Joint Committee on Plan Structure notice together with agenda and Design may designate alternate Directors as set forth in Section C(11). 8. A majority relevant papers to each of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) Company in accordance with the provisions of the entire Board. A quorum is required Act, at least ten (10) days before the date fixed for the meeting. No Board to conduct any business. This quorum requirement is independent Meeting will be convened on a Saturday, Sunday or a National Holiday or on a notice less than ten (10) days, without the prior written approval of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan YearInvestor. 9. Special meetings viii) No quorum of the a Board may Meeting shall be called deemed to be constituted unless at any time least one Nominee Director^ if appointed by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the ChairpersonInvestor, is necessary or advisable present. If prior approval of Nominee director is taken to be taken carry on behalf the meeting in his absence, then board meeting can carry forward after complying with the provisions of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.clause

Board of Directors. 1. The governing board (a) Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event shall have occurred, the Stockholder shall have the right to designate one person in the aggregate to be nominated for election to the Board (the “Nominee”) by giving written notice to the Company in accordance with the Company’s Bylaws, but in no event later than sixty (60) days prior to the deadline for receipt of a stockholder proposal to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, with respect to any meeting of the ConsortiumCompany’s stockholders at which directors are to be elected, responsible for managementwhich notice shall include all information regarding the Nominee that is required by applicable law, control the Company’s Bylaws, the rules and administration regulations of the Consortium Securities and Exchange Commission and the Medical Plan(s)listing standards of any national securities exchange on which the Common Stock is listed, shall provided however, that, before the Nominee will be referred included in the Board’s slate of nominees submitted to the stockholders for election as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed at the next meeting of one representative of each Participant stockholders called with respect to such election, the Nominating and representatives Corporate Governance Committee of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority Board must consent to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligationsnomination, for any reason, as set forth herein, and the Participant desires such consent not to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Directorbe unreasonably withheld. 3. Directors shall receive no remuneration (b) For a period of thirty (30) days from the Consortium for their service and shall serve a term from January 1 through December 31 date of receipt of the Stockholder’s nomination pursuant to Section 1(a) hereof (the "Plan Year"“Initial Review Period”). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained the Stockholder will (i) provide such additional information about the Nominee as reasonably requested by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein Nominating and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Governance Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority and (more than halfii) of cause the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed Nominee to be acted upon. In available for interviews and discussions with the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each Nominating and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting Corporate Governance Committee of the Board. 11. The Chair (c) If the Nominating and Governance Committee consents to the nomination of the Joint Committee on Plan Structure Nominee by the end of the Initial Review Period, the Company shall take all actions reasonably necessary to ensure that: (i) the Nominee is included in the Board’s slate of nominees submitted to the stockholders for election as directors at the next meeting of stockholders called with respect to such election, and Design and any At-Large Labor Representatives at every adjournment or postponement thereof (as defined in Section K) (collectively the “Labor RepresentativesNext Election”); and (ii) shall serve as Directors the Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the Next Election. (d) If the Nominating and Governance Committee does not provide its consent pursuant to Section 1(a) hereof, then the Stockholder shall have the same rights right to designate an alternative person to be nominated for election by the Board (the “Alternate Nominee”) by giving written notice to the Company in accordance with the Company’s Bylaws, but in no event later than fifteen (15) days after the expiration of the Initial Review Period, which notice shall include all information regarding the Alternate Nominee that is required by applicable law, the Company’s Bylaws, the rules and obligations regulations of the Securities and Exchange Commission and the listing standards of any national securities exchange on which the Common Stock is listed. (e) For a period of fifteen (15) days from the date of receipt of the Stockholder’s written notice proposing an Alternate Nominee pursuant to Section 1(d) hereof (the “Second Review Period”), the Stockholder will (i) provide such additional information about the Alternate Nominee as reasonably requested by the Nominating and Governance Committee of the Board and (ii) cause the Alternate Nominee to be available for interviews and discussions with the Nominating and Governance Committee of the Board. (f) If the Nominating and Governance Committee consents to the nomination of the Alternate Nominee by the end of the Second Review Period, the Company shall take all other Directors. The Joint Committee on Plan Structure and Design may designate actions reasonably necessary to ensure that: (i) the Alternate Nominee is included in writing alternate Directors to attend the Board’s meetings when slate of nominees submitted to the Labor Representatives cannot attendstockholders for election as directors at the Next Election; and (ii) the Alternate Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the Next Election. (g) The Company shall work in good faith with the Stockholder to identify and pre-clear Nominees and Alternate Nominees, as the case may be, in advance of deadlines contained in Sections 1(b) and 1(e) hereof and take such other actions as reasonably requested by the Stockholder to assist the Stockholder in submitting Nominees or Alternate Nominees, as the case may be, that will obtain the requisite consent required under Section 1(a) hereof. (h) Notwithstanding anything to the contrary contained herein, the rights of the Stockholder under this Agreement shall terminate automatically as soon as the Stockholder, together with its Affiliates, ceases to Beneficially Own at least one-half of the Number of Shares of Common Stock (a “Termination Event”). The alternate Director mayStockholder shall notify the Company within three Business Days after the occurrence of a Termination Event. At the time of nomination, a Nominee or Alternate Nominee, as applicable, shall execute and deliver a resignation letter that shall be irrevocable upon election of such Nominee or Alternate Nominee as a member of the Board and shall be effective automatically upon the occurrence of a Termination Event. (i) Prior to a Termination Event, if designated a vacancy occurs because of the death, disability, disqualification, resignation or removal of a Nominee or Alternate Nominee, as the case may be, as a member of the Board, the Company shall provide notice of such vacancy to the Stockholder within five (5) Business Days of such vacancy. The Stockholder shall be entitled to designate such person’s successor by giving written notice to the Company within thirty (30) days of the date the Stockholder receives notification of the vacancy from the Company (the “Initial Vacancy Review Period”), such notice to the Company to include all information regarding such proposed successor that is required by applicable law, the Company’s Bylaws, the rules and regulations of the Securities and Exchange Commission and the listing standards of any national securities exchange on which the Common Stock is listed, provided however, that, before such successor will be appointed to fill such vacancy, the Nominating and Corporate Governance Committee of the Board must consent to his/her appointment, such consent not to be unreasonably withheld. Any successor that is appointed to fill a vacancy pursuant to this Section 1(i) shall have the right to serve until the next meeting of the stockholders of the Company at which directors are elected, or until his/her successor is elected and duly qualified. If the Nominating and Governance Committee does not provide its consent within the Initial Vacancy Review Period, then the Stockholder shall have the right to designate an alternative person to fill the vacancy (the “Alternative Vacancy Nominee”) by giving written notice to the Company in writingaccordance with the Company’s Bylaws, but in no event later than fifteen (15) days after the expiration of the Initial Vacancy Review Period, which notice shall include all information regarding the Alternate Nominee that is required by applicable law, the Company’s Bylaws, the rules and regulations of the Securities and Exchange Commission and the listing standards of any national securities exchange on which the Common Stock is listed. If the Nominating and Governance Committee does not provide its consent to the Alternative Vacancy Nominee within thirty (30) days of receipt of his/her designation from the Stockholder, then the Nominating and Governance Committee shall have the right to appoint a director to fill the vacancy, provided however, that so long as a Termination Event has not occurred prior to the next meeting of the stockholders of the Company at which directors are elected, the Stockholder shall have to right to designate the person to be authorized nominated for election to exercise the Labor Representatives’ voting authorityBoard to fill the vacant Board seat subject of this Section 1(i) at such meeting in accordance with Sections 1(a) through (f) hereof and subject to the limitations therein. (j) The Nominee or Alternate Nominee, as applicable, shall be entitled to all rights and privileges as a member of the Board as other similarly situated members of the Board for their service to the Company (e.g., out-of-pocket expenses for attending meetings, compensation for service to the Company). (k) Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, the Stockholder shall only have the right to nominate or designate one person at a time to serve as a member of the Board, and in no event will the Company or the Board be obligated to nominate or designate a person to the Board that, upon such person’s election by the stockholders of the Company or appointment by the Board, would result in more than one nominee or designee of the Stockholder serving as a member of the Board. (l) Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be nominated for election to the Board or recommend to the stockholders the election of any person (i) who fails to submit to the Company on a timely basis such questionnaires as the Company may reasonably require of its directors generally and such other information as the Company may reasonably request in connection with the preparation of its filings under the federal securities laws; or (ii) the nomination of whom the Board or the Nominating and Governance Committee determines in good faith, after consultation with outside legal counsel, would constitute a breach of its fiduciary duties or applicable law or violate the Company’s Certificate of Incorporation; provided, however, that upon the occurrence of either (i) or (ii) above, the Company shall promptly notify the Stockholder of the occurrence of such event and permit the applicable Stockholder to provide an alternate person in accordance with the applicable provisions hereof (Section 1(d) for Nominees or Alternate Nominees for election at stockholder meetings and Section 1(i) with respect to the filling of vacancies on the Board) and the Company shall use commercially reasonable efforts to perform its obligations hereunder with respect to such alternate person, provided however, that, notwithstanding anything to the contrary contained herein, in no event shall the Company be obligated to postpone, reschedule or delay any scheduled meeting of the stockholders with respect to such election of any person nominated to the Board pursuant to the provisions of this Agreement.

Board of Directors. 1. (a) The governing board By-laws shall provide that the Board of the ConsortiumDirectors shall consist of seven (7) permanent directors and seven (7) alternate directors, responsible for management, control of which two (2) permanent and administration of the Consortium and the Medical Plan(s), alternate director shall be referred to as the "Board nominated by Will▇▇▇▇ (▇▇e of Directors" (the "Board"). The voting members of the Board which shall be composed nominated by Will▇▇▇▇ ▇▇▇ough the use of its own voting rights, and one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, which shall be designated in writing nominated by Metrogas, through the governing body voting rights of the Participant. 2. If a Director designated Metrogas, upon express instruction by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, Will▇▇▇▇) ▇▇d five (5) permanent and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, alternate directors shall be an owner, officer, director, partner, or employee nominated by Metrogas. For the purposes of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D 4.2(d) of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean Will▇▇▇▇ ▇▇▇ll be deemed to have nominated two (2) directors. In the total event, however, that the shareholding percentages in the Company of each of Will▇▇▇▇ ▇▇▇ Metrogas vary in any manner, the number of directors which each of Will▇▇▇▇ ▇▇▇ Metrogas are entitled to nominate to the Board of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation the relevant quorum and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required percentages for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special both meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of Directors and Shareholders of the other Directors. Such notice Company shall set forth also vary in accordance with the time and place relevant change of shareholding percentages. (b) For as long as Will▇▇▇▇ ▇▇▇ds 19.9% or more of the special meeting as well as a detailed agenda Shares of the matters proposed Company, Will▇▇▇▇ ▇▇▇ll be entitled to be acted upon. In nominate the event Chairman of the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10Board of Directors. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion Will▇▇▇▇ ▇▇▇s not hold 19.9% or more of the Chairperson, is necessary or advisable to be taken on behalf Shares of the ConsortiumCompany, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf Chairman of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph of Directors shall be ratified nominated by a simple majority of the members of the Board of Directors. (c) In the event of a tie at the next scheduled any meeting of the BoardBoard of Directors, the chairman shall have a second or casting vote. 11(d) If a vacancy in any directorship should occur, for whatever reason, the Shareholder who had nominated the former director shall nominate his replacement. The Chair Shareholders agree to vote their respective shares for the election of such nominee. Vacancies shall be filled by vote of the Joint Committee on Plan Structure Shareholders as provided in the By-laws. A Shareholder may remove any director nominated by such Shareholder, with or without cause, and Design may replace such director with his or its nominee and any Atthe other Shareholder shall vote its shares to effect such removal and replacement. (e) The Board of Directors shall manage the business of Company and may exercise all powers normally exercised by a Board of Directors, except for such powers as are required to be exercised by Shareholders, all in accordance with the By-Large Labor Representatives laws and applicable statutes. All actions by the Board of Directors shall require the affirmative vote of a majority of the total members of Board of Directors at a meeting at which a quorum is present, except for such actions as to which a higher than majority vote is required pursuant to the provisions of Clause 4.1(b) above of this Agreement, the By-laws or applicable law. (as defined in Section Kf) The initial seven (collectively 7) directors of the “Labor Representatives”Company and their alternates shall be the following: (i) shall serve as Directors and shall have the same rights and obligations as all other Nominated by Will▇▇▇▇: Permanent Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.: Anto▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Artu▇▇ ▇▇▇▇▇▇▇ ▇▇▇vo Alternate Directors: Rodr▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇sti Jaim▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Board of Directors. 1. The governing board Board of Directors shall be established in accordance with Section 715.78(A) of the ConsortiumRevised Code. If there are businesses located and persons working within the area or areas to be included in the District, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of the following members: (a) one representative of each Participant and representatives member representing the municipalities, to be appointed by the Mayor with the approval of the Joint Committee Council on Plan Structure a rotating basis with Germantown making the first appointment and Design Farmersville making the appointment upon expiration of the first term; (b) one member representing the Townships, to be appointed by the Township Trustees on a rotating basis with German making the first appointment and ▇▇▇▇▇▇▇ making the appointment upon expiration of the first term; (c) one member representing the owners of businesses located in the District, to be appointed by the Valley View Board of Education for so long as the Board of Education is the only business located in the District and thereafter shall be appointed (i) by the Township Trustees of ▇▇▇▇▇▇▇ for the initial such appointment and for each alternate succeeding appointment thereafter and (ii) by the Township Trustees of German for the second such appointment and for each alternate succeeding appointment thereafter; (d) one member representing the persons working within the District, to be appointed by the Superintendent of the Valley View Local School District for as long as the School District is the only employer located within the District and thereafter shall be appointed (i) by the Mayor with the approval of Village Council for the initial appointment and for each alternate succeeding appointment thereafter and (ii) by the Mayor with approval of City Council for the second such appointment and for each alternate succeeding appointment thereafter; (e) one member selected by the above-described other members. If there are no businesses located or persons working within the area or areas to be included in the District, the Board shall be composed of the members as set forth in Section C(11)(a), who shall have the authority to vote on any official action taken by (b) and (e) above. If the Board (each a "Director"). Each Director, except the representatives is originally composed of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors members as set forth in Section C(11(a). 8. A majority , (b) and (e) above and, subsequently, one or more businesses are located, or persons begin working, in the District, the Board shall be increased to five members by the appointment of the Directors members as set forth in (c) and (d) above in accordance with the procedure for such appointment as set forth above. The terms of service of each member shall be established in accordance with Section 715.72(P) of the Revised Code. The members of the Board shall constitute a quorumserve without compensation as such members. Necessary and authorized expenses incurred by members on behalf of the District shall be reimbursed from District funds in accordance with procedures established by the Board. Each member shall attend all meetings unless excused by action of the other members. A quorum member who is absent without being excused from three consecutive meetings shall be deemed to have resigned as a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote member of the Board. The Board In the event of the death, disqualification, removal or resignation of any member of the Board, a new member shall hold an annual meeting (be appointed in the “Annual Meeting”) in September same manner as set forth above to serve as successor for the unexpired term of each Plan Year. 9such member. Special meetings A member of the Board may be called removed by the appointing party for “cause,” which shall mean: willfully failing to perform a duty expressly imposed by this Contract or by law with respect to his or her office; or willfully performing any act forbidden by law with respect to his or her office; or failing to achieve the faithful, efficient and intelligent administration of his or her duties of office as required by this Contract or by law; or engaging in conduct unbecoming to such office. Removal shall be effective upon receipt of written notice of removal and the reasons therefore by the Board member being removed. The Chairperson of the Board shall be the Board member as provided in Section 715.72(P) of the Revised Code. The Board shall elect the following officers (who along with the Chairperson shall constitute the Officers of the Board) from among its members: a Vice Chairperson, a Secretary and a Treasurer. The Officers (except the Chairperson) shall be elected at any the first meeting of the Board and thereafter every year for a one-year term and shall serve until their respective successors take office. The Board shall establish a procedure for conducting those elections. The Officers shall perform such duties as provided herein and such additional duties as may be provided from time to time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing On or before the Closing: (i) Acquiror shall obtain a letter of resignation from Andrew J. Kacic as a member of i▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ectors, such resignation to be effective at 12:00 noon eastern standard time on the first Business Day after the Closing, (ii) Acquiror shall obtain letters of resignation from John W. Shaffer and Raymond J. B▇▇▇▇, ▇onsti▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇e remaining members of Acquiror's board of directors on the Consortiumdate hereof, such resignations to be effective on such date and at such time as Tim Dean-Smith and Graham Norton-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ole discretion, and (iii) Acquiror shall take all necessary corporate action, including amending Acquiror's bylaws if necessary, to appoint Tim Dean-Smith and Graham Norton-▇▇▇▇▇▇▇ ▇▇ ▇▇rve ▇▇ ▇▇▇▇▇▇▇▇▇ ▇f Acquiror, such appointments to be effective immediately upon Closing. Acquiror shall supply MailKey with all information, and be solely responsible for managementsuch information, control with respect to the officers and administration directors of Acquiror as they exist immediately prior to Closing to the extent MailKey may be wish to provide such information to Acquiror's shareholders pursuant to Section 14(f) of the Consortium Exchange Act and Rule 14f-1 promulgated thereunder in connection with any decision by MailKey to appoint new directors to the Medical Plan(s), shall be referred to as the "Board of Directors" (Directors of Acquiror subsequent to Closing. Commencing upon Closing and continuing until the "Board"). The voting members date and time Andrew J. Kacic's resignation fr▇▇ ▇▇▇▇▇▇▇▇'▇ ▇▇▇rd of the Board directors becomes effective as provided in this Section 5.13, Acquiror shall not take any action, or fail to take any action, that would be composed reasonably likely to result in any of one representative of each Participant its representations and representatives of the Joint Committee on Plan Structure and Design (as warranties set forth in Section C(11)), who shall have the authority this Agreement to vote on become untrue in any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure material respect if such representations and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions warrants were made at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11)time any such action is taken. 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board In any and all elections of directors of the Consortium, responsible for management, control and administration Company (whether at a meeting or by written consent in lieu of the Consortium and the Medical Plan(sa meeting), each Stockholder shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed cause to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and voted all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives Shares (as defined in Section K2) owned by him or it, or over which he or it has voting control, and otherwise use his or its respective best efforts, so as to: (collectively a) fix the number of directors of the Company at ten (10); (b) elect the following persons as directors: (i) one person designated by Polaris Venture Partners IV, L.P. or an Affiliated Entity (as defined in Section 8.2) thereof (“Polaris”), who shall initially be ▇▇▇▇ ▇▇▇▇▇▇ (the “Labor RepresentativesPolaris Director”); (ii) one person designated by Flagship Ventures Fund 2004, L.P. or an Affiliated Entity thereof (“Flagship”), who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Flagship Director”); (iii) one person designated by ARCH Venture Fund VII, L.P. (“ARCH”) or an Affiliated Entity thereof (the “ARCH Director”), which seat shall initially be vacant; (iv) one person designated by DHK Investments, LLC (“DHK”), who may only be ▇▇▇▇▇ ▇. ▇▇▇▇ (“▇▇▇▇”); (v) two directors each designated by a majority of the Founders, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.; (vi) the person who shall serve from time to time as the chief executive officer of the Company, initially ▇▇▇▇▇ ▇▇▇▇▇▇; (vii) one person designated by RUSNANO, an open joint stock company organized and existing under the laws of the Russian Federation (“RUSNANO”), who must be either a member of RUSNANO’s executive board or an experienced global pharmaceutical executive with predefined qualification requirements consistent with those applied in relation to the other members of the Board of Directors and who shall initially be ▇▇▇▇▇ Udaltsov (the “RUSNANO Director”) and (viii) two persons not otherwise Affiliates of the Company and designated by a majority of the other directors (the “Outside Directors”), one of whom shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇ Hutt, and the other of which seats shall initially be vacant; and (c) remove any director at the request of the party or parties entitled to designate such director. For avoidance of doubt, DHK shall not be obligated to designate ▇▇▇▇ for election as a director. For so long as DHK shall have a right hereunder to designate ▇▇▇▇ for election as a director, in the same rights event that DHK shall not have so designated ▇▇▇▇ for election, the seat on the Board of Directors of the Company (the “Board of Directors”) that would otherwise be occupied by ▇▇▇▇ shall remain vacant, and obligations neither the Company nor any Stockholder shall take any action to fill such vacancy without the written authorization of DHK. For avoidance of doubt, ARCH shall not be obligated to designate a director. For so long as all other ARCH shall have a right hereunder to designate a director, in the event that ARCH shall not have so designated any individual, the Board of Directors seat that would otherwise be occupied by an ARCH Director shall remain vacant, and neither the Company nor any Stockholder shall take any action to fill such vacancy without the written authorization of ARCH. Each director appointed pursuant to Section 1.1(b)(i), Section 1.1(b)(ii), Section 1.1(b)(iii), Section 1.1(b)(iv) or Section 1.1(b)(vii) shall be referred to herein as a “Preferred Director” and collectively as the “Preferred Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.”

Board of Directors. 19.1 The JV Company shall have a board and the Company Establishment Date shall be considered as the date on which the Board is established. 9.2 The Board shall consist of five (5) directors, three (3) of whom shall be appointed by Party A and two (2) of whom shall be appointed by Party B. 9.3 Each director shall be appointed for a term of four (4) years; provided that, the Party which has appointed a director may remove that director and appoint a replacement at any time. A director may serve consecutive terms if reappointed by the Party that originally appointed him/her. 9.3.1 If a seat on the Board is vacated by the retirement, resignation, disability or death of a director or by the removal of such director by the Party which originally appointed him/her, the Party which originally appointed such director shall appoint a successor to serve out such director’s term. 9.3.2 At the time this Contract is signed and each time a director is appointed or replaced, each Party shall notify the other Party in writing of the name of the appointee or replacement. 9.4 Party A shall designate a director to serve as the Chairperson of the Board. Party B shall designate a Vice Chairperson of the Board. The governing board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members Chairperson of the Board shall be composed of one the legal representative of each Participant the JV Company, and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority delegated to vote on any official action taken him/her by the Board (each a "Director")Board. Each DirectorThe Chairperson shall act in accordance with the provisions of this Contract, except those in the representatives Articles of Association, and the applicable PRC laws and regulations. Whenever the Chairperson of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill Board is unable to perform his/her obligations, responsibilities for any reason, he/she may designate the Vice Chairperson or another director to act as set forth herein, and proxy for the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing his/her capacity as legal representative of its selection of a new designee to represent the Participant as a DirectorJV Company. 3. Directors 9.5 The JV Company shall receive no remuneration from indemnify each director against all claims and liabilities incurred by reason of his/her being a director of the Consortium for their service and shall serve JV Company, provided that the director’s acts or omissions giving rise to such claim or liability did not constitute intentional misconduct or gross negligence or a term from January 1 through December 31 (the "Plan Year")violation of criminal laws. 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. 9.6 The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any first meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorumbe held in the PRC within thirty (30) days following the Company Establishment Date. A quorum is a simple majority Thereafter, the Board shall hold at least two (more than half2) regular meetings in each calendar year. The Chairperson of the entire Board. A quorum is required for Board has the right to convene an interim meeting of the Board following notice to conduct any business. This quorum requirement is independent all directors in accordance with Article 9.8, and shall convene an interim meeting of the voting requirements set forth in Section C(6). The Board upon request of at least two (2) directors to convene such a meeting. 9.7 Board meetings shall meet on an annual basis, be held at a time and the registered address of the JV Company or such other place within as may be agreed to by the State of New York determined by a vote Chairperson of the Board. The Meetings may also be held by telephone or other electronic audio or video means such that everyone can hear each other at all times. Participation by a director or his/her proxy in a meeting held by such means shall constitute presence of such director or his proxy in person at a meeting. 9.8 A written notice of convocation of a Board meeting, that is in both English and Chinese and includes the time, place, date and agenda of the Board meeting, shall be distributed to all directors of the Board at least thirty (30) calendar days in advance of that meeting. For that meeting, the Chairperson shall prepare a draft of the agenda, and shall distribute the written agenda to each director at least seven (7) calendar days prior to the meeting. 9.9 Four (4) directors present in person or by proxy shall constitute a quorum for all meetings of the Board of Directors, and no meeting shall be held and no resolution shall be adopted unless a quorum is present. 9.10 If, at any properly convened meeting, no quorum is constituted because less than four (4) directors are present in person or by proxy, then the Chairperson of the Board shall hold an annual convene another meeting (the “Annual Second-Convened Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time as soon as practical (but not later than thirty (30) days thereafter) by the Chairperson or by any two giving seven (27) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day days’ notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10director. In the event that there are directors who fail to attend that Second-Convened Meeting in person or by proxy, then those directors who are present at that meeting in person or by proxy shall be deemed to constitute a special meeting quorum. 9.11 If a director is impractical due unable to the nature and/or urgency of any action whichattend a Board meeting, he/she may issue a proxy in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortiumwriting and entrust another director, the Chairperson may send resolutions regarding said actions via electronic communication General Manager or the CFO as his/her representative to each and all of attend the Directorsmeeting on his/her behalf. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and representative so entrusted shall have the same rights and obligations powers as the director who entrusted him/her. One representative who is a director may represent more than one other director by proxy. The Parties shall ensure that their appointed directors attend each Board meeting, either in person or by proxy. A director may also attend the meeting by telephone or video conference, provided that, he/she can hear and be heard by all other Directorsdirectors at the meeting. 9.12 When the General Manager is not a director, he/she may attend Board meetings only upon the request of the Board and in a non-voting capacity. If a matter concerning the appointment, dismissal, performance or remuneration of the General Manager who is also a director is to be discussed by the Board, then, at the request of any other director, the General Manager shall leave that Board meeting during which the discussion of such matter and any vote corresponding to it occurs. 9.13 The Joint Committee on Plan Structure Board will cause complete and Design may designate accurate minutes to be kept of all Board meetings in writing alternate Directors and in English and Chinese. 9.13.1 Unless otherwise required under applicable laws and regulations, minutes of all meetings of the Board shall be signed by the directors present at the relevant meeting, and then be distributed to attend all the directors as soon as practicable after each meeting but not later than thirty (30) days from the date of such meeting. 9.13.2 The JV Company shall maintain a file of all Board meeting minutes and make the same freely available to the Parties and their authorized representatives. 9.14 The Board shall decide all matters of major importance to the JV Company, including, but not limited to, the following matters: (a) amendment of the Articles of Association; (b) merger of the JV Company with another organization; (c) termination or dissolution of the JV Company or the suspension of its operations; (d) increase or assignment of the JV Company’s registered capital; (e) investment by the JV Company in other companies and establishment of branches; (f) addition or elimination of any JV Product; (g) profit distribution plans, plans for making up losses, and the amount of allocations to the Three Funds; (h) approval of the JV Company’s annual and long-term business plans; (i) appointment, dismissal, salary and other compensation benefits of the General Manager, Deputy General Manager and Chief Financial Officer; (j) employee salary and welfare system of the JV Company; (k) decisions on matters relating to the liquidation work in accordance with Article 18 of this Contract and relevant laws and regulations; and (l) any other matters referred to the Board that, pursuant to relevant laws and regulations requires a resolution by the Board. 9.15 The adoption of resolutions concerning the following matters shall require the unanimous assent of all the directors who are present, in person or by proxy, at a duly convened meeting of the Board: (a) amendment of the Articles of Association; (b) merger, acquisition of equity interests in another entity, consolidation of the JV Company with another organization, division of the JV Company; (c) termination or dissolution of the JV Company or the suspension of its operations; (d) increase, decrease or transfer of the JV Company’s meetings when registered capital; (e) execution or termination by the Labor Representatives cannot attend. The alternate Director mayJV Company of any material partnership or joint venture contract whereby the agreed amount of equity investment by the JV Company is more than four million United States Dollars (US$4,000,000); (f) profit distribution plans, if designated designation of the external annual auditors of the JV Company for annual auditing; (g) approval of annual budget, mid and long term business plans; (h) approval of the liquidation plan in writingaccordance with Article 18.11 of this Contract; (i) any change of any significant accounting principles and practices, be authorized subject to exercise the Labor Representativesapplicable PRC laws and regulations; (j) enter into any contract or other arrangement with a Party, a member of the Board or an Affiliate or any other Third Party entering into an agreement with JV Company on behalf of any Party, whereby a single transaction or a series of related transactions within a twelve (12) months’ voting authority.period exceeds a contract value of aggregate two million United States Dollars (US$ 2,000,000), unless such contract or other arrangement is entered into pursuant to an existing agreement or contract approved by the Board, an item expressly approved by the Board in an annual budget of the JV Company or any Board resolutions; (k) issue of any debenture or the creation of any mortgage, charge, lien, encumbrance or other Third Party security interest over any of the JV Company’s material fixed assets or sell, convey, transfer, lease or otherwise dispose of, or grant an option or other right to purchase, lease or otherwise acquire (whether in one transfer or a series of related transfers) all or a material part of the JV Company’s fixed assets or the giving by the JV Company of any guarantee or indemnity to or becoming surety for any Third Party, provided that in all cases a single transaction or a series of related transactions within a twelve (12) months’ period exceeds a transaction value of aggregate five million United States Dollars (US$ 5,000,000); (1) any borrowing in excess of five million United States Dollars (US$ 5,000,000);

Board of Directors. 1. The governing board (a) From and after the date hereof and until the Termination Date, each Stockholder shall vote all of his Stockholder Shares and any other voting securities of the Consortium, responsible for management, Corporation over which such Stockholder has voting control and administration shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, director, member of a Board of Directors committee or officer of the Consortium Corporation or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Medical Plan(sCorporation shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the number of directors on the Board shall be referred five (5) directors; (ii) the following persons shall be elected to as the "Board of Directors" Board: (A) Two (2) representatives designated by the Investor (the "BoardInvestor Directors"). The voting ; (B) Two (2) representatives designated by Bared (the "Bared Directors"); and (C) L. ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Independent Director"). (iii) the removal from the Board (with or without cause) of any representative designated hereunder by the Investor or Bared shall be at only the Investor's, or Bared's written request, respectively; (iv) in the event that any representative designated hereunder by the Investor or Bared for any reason ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board shall be filed by a representative designated by the Investor or Bared, respectively, as provided hereunder; provided that any representative removed for cause shall not be designated again as a member of the Board; and (v) Expansion of the Board and election of its additional members will initially be subject to the mutual agreement of the Investor Directors and Bared Directors and whenever they do not agree on such a matter, may be submitted to the vote of all stockholders of the Corporation at a duly called meeting. (vi) Each member of the Board shall be composed of one representative of each Participant and representatives of abstain acting in the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection event of a new designee direct or indirect financial interest (excluding matters that relate to represent the Participant Farm Stores Grocery, Inc., so long as UPET has a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"financial interest in it). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than halfb) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within not appoint any committee with the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson authority to act on behalf of the Board in reliance upon such approvals. Any actions taken by without the Chairperson consent of the Investor Directors and the Bared Investors. (c) If any party fails to designate a representative to fill a directorship pursuant to the terms of this paragraph Section 3, the election of a person to such directorship shall be ratified at accomplished in accordance with the next scheduled meeting of the BoardCorporation's bylaws and applicable law. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. (a) The governing board Shareholders hereby agree that at all times after the date hereof, the Board of Directors of the ConsortiumCompany shall consist of eight (8) members. Promptly after the date hereof, responsible for managementthe Shareholders shall take all Necessary Actions to elect or appoint, control or to cause the Board of Directors to approve and administration appoint, the designees described below to be the initial members of the Consortium and the Medical Plan(s), shall be referred to as the "Company’s Board of Directors" : (i) two (2) individuals designated by Onex (the "Board"“Onex Directors”). The voting members of the Board , which Onex Directors initially shall be composed of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇; (ii) three (3) individuals designated by GSCP Parallel (the “GSCP Directors”), which GSCP Directors initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇; and (iii) one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11))1) individual designated by GSCP, with advance reasonable notice to Onex, who shall have be a U.S. citizen eligible to be issued a DoD personnel security clearance at the authority level of the Company’s DoD facility security clearance and who is a member of the management of the Company and/or its Subsidiaries (the “Management Director”), which Management Director initially shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided, however, in the event that the Management Director at any time ceases to vote on any official action taken be employed by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, Company or its Subsidiaries for any reason, as set forth hereinthen the Shareholders shall promptly take all Necessary Actions to cause the resignation or removal of such Management Director and cause the Board of Directors to approve and appoint an individual designated by GSCP, and with advance reasonable notice to Onex, then employed by the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of Company or its selection of a new designee to represent the Participant as a DirectorSubsidiaries. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than halfiv) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicableindividuals mutually designated by GSCP and Onex who (x) have had no prior involvement with Onex and/or its Affiliates, (y) are not employees of The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. or any of its Subsidiaries and (z) who are U.S. resident citizens eligible to be issued DoD personnel security clearances at the person or persons calling such special meeting shall give at least a three (3) day notice to all level of the other Company’s DoD facility security clearance and are approved by the DoD, to serve as Outside Directors on the Company’s Board of Directors. Such notice shall set forth the time and place . (b) The Chairman of the special meeting as well as Board must be a detailed agenda U.S. citizen who is eligible to be issued a DoD personnel security clearance at the level of the matters proposed to be acted uponCompany’s facility security clearance. In the event the three (3) day notice An Onex Director cannot be given, each Director shall be given such notice appointed to serve as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting Chairman of the Board. 11(c) The Onex Directors, in their capacity as Directors of the Company, shall not have DoD personnel security clearances through the Company or the Subsidiaries, regardless of citizenship. The Chair Onex Directors shall not have access to classified information and export-controlled information entrusted to the Company or the Subsidiaries except as permissible under the National Industrial Security Program and other applicable U.S. laws and regulations; shall refrain from taking any action to control or influence the Company or the Subsidiaries’ classified contracts, their participation in classified programs, or their corporate policies concerning the security of classified and export controlled information; neither seek nor accept classified or export controlled information entrusted to the Company or the Subsidiaries except as permissible under the National Industrial Security Program and other applicable U.S. laws and regulations; and advise the GSC promptly upon becoming aware of (i) any violation or attempted violation of the Joint Committee on Plan Structure SCA or contract provisions regarding industrial security or export controls, or (ii) actions inconsistent with the National Industrial Security Program and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.applicable U.S. laws and

Board of Directors. 1. (a) The governing board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), Company shall be referred managed by its duly elected officers subject to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant overall direction and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote supervision of the Board. The Company will take all actions reasonably within its power, including those actions of the Company specified in Section 5.01(b), to provide that the Board shall hold an annual meeting will include (1) so long as the H&F Investors own at least 10% of the Outstanding Shares, two individuals designated by the H&F Investors and (2) so long as the H&F Investors own at least 5% of the Outstanding Shares, one individual designated by the H&F Investors (the “Annual Meeting”) in September of each Plan Year"H&F Designees"). 9(b) For so long as the H&F Investors own at least 10% of the Outstanding Shares, the Company agrees to nominate two H&F Designees, and for so long as the H&F Investors own at least 5% of the Outstanding Shares, the Company agrees to nominate one H&F Designee, in each case for election to the Board. Special meetings The Company agrees to recommend to its stockholders that the H&F Designees be elected to the Board and to cooperate and use all reasonable efforts to effectuate the election of the H&F Designees to the Board. For so long as the Management Voting Trust is in existence, the Management Voting Trust agrees to take all such steps (including voting all Shares and all shares of Money Market Preferred Stock as to which it has voting power to elect and re-elect individuals as directors, to remove directors and to fill vacancies) as requested by the H&F Investors and permitted to be taken by the Management Voting Trust so as to attempt to assure that the Board includes the H&F Designee(s) at all times, to the extent required under this Section 5.01. The H&F Investors shall be free to replace the members of the Board may be called at designated by them, and the Company shall cooperate and use all reasonable efforts to effectuate any time such replacement requested by the Chairperson or by any two (2) DirectorsH&F Investors. Whenever practicableFor so long as the Management Voting Trust is in existence, the person or persons calling Management Voting Trust agrees to take all such special meeting shall give at least a three steps (3including voting all Shares and all shares of Money Market Preferred Stock as to which it has voting power to elect and re-elect individuals as directors, to remove directors and to fill vacancies) day notice to all of as requested by the other Directors. Such notice shall set forth the time H&F Investors and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable permitted to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant Management Voting Trust to this paragraph shall be ratified at attempt to effectuate any such replacement requested by the next scheduled meeting of the BoardH&F Investors. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board of Promptly after such time as Sub acquires Shares pursuant to the ConsortiumOffer, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director Sub shall be entitled to one vote. A majority designate at its option up to that number of directors, rounded to the nearest whole number, of the entire BoardCompany's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as shall make the percentage of the Company's directors designated by Sub equal to the aggregate voting power of the Shares held by Parent or any of its Subsidiaries (assuming the exercise of all outstanding options to purchase, and the conversion or exchange of all securities convertible or exchangeable into shares of the Company Capital Stock); provided, however, that the size of the Company's Board of Directors shall not simply those presentbe larger than 10 persons; provided, is required for further, that in the event that Sub's designees are elected to the Board of Directors of the Company, until the Effective Time, such Board of Directors shall have, and Parent shall cause the Board to take have, at least three directors who are directors on the date of this Agreement (of which at least two directors are not officers of the Company) (collectively, the "Independent Directors"); and provided, further that, in such event, if the number of Independent Directors shall be reduced below three for any official actionreason whatsoever, unless otherwise specified in the remaining Independent Directors shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors of the Company as of the date of this Agreement shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The “entire Board”Subject to applicable law, as used herein and elsewhere in this Agreementthe Company shall take all action requested by Parent that is reasonably necessary to effect any such election, shall mean including mailing to its shareholders the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in Information Statement containing the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing information required by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half14(f) of the entire Board. A quorum is required for Exchange Act and Rule 14f-1 promulgated thereunder, and the Board Company agrees to conduct any business. This quorum requirement is independent make such mailing with the mailing of the voting requirements set forth Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in Section C(6the Information Statement with respect to Sub's designees). The Board shall meet on an annual basisIn connection with the foregoing, the Company promptly shall, at a time and place within the State option of New York determined by a vote Parent, either increase the size of the Board. The Company's Board shall hold an annual meeting (of Directors and/or obtain the “Annual Meeting”) in September resignation of each Plan Year. 9. Special meetings such number of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice its current directors as is necessary to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed enable Sub's designees to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due elected or appointed to the nature and/or urgency Company's Board of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Boardas provided above. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1(a) The Board shall consist of eleven (11) directors. Panasonic shall have the right to nominate five (5) persons (the “Panasonic Nominees”), and Tower shall have the right to nominate six (6) persons (the “Tower Nominees”), to serve as directors on the Board. Panasonic’s and Tower's initial nominees to serve as directors on the Board are set forth in Schedule 4.5(a) hereto. Each Shareholder shall submit to the other Shareholder a list of all subsequent nominees to serve as directors on the Board at least thirty (30) days prior to the shareholders’ meeting where such nominees may be elected to serve as directors on the Board. In the event of a change in the equity ownership of the Company such that the ratio of shareholdings of Panasonic in the Company is reduced, the Parties will cooperate in amending the Articles of Incorporation and in taking any other actions required so that Panasonic’s ability to nominate directors will be reduced in a proportionate manner. (b) Each Shareholder shall cause its designated directors to conduct the Company Business in a manner consistent with the terms of this Agreement, the Articles of Incorporation, and applicable Laws. The governing board number of directors may only be changed by amendment of the Consortium, responsible for management, control and administration relevant provisions contained in the Articles of Incorporation. (c) If as a result of the Consortium and death, disability, retirement, resignation, removal (with or without cause) or other departure of a director, a vacancy on the Medical Plan(s)Board shall exist or arise, then the Shareholder entitled to designate the director whose departure resulted in such vacancy shall designate another individual to serve as a director; provided, however, that the term of office of such successor director shall be referred limited to as the "Board remaining term of Directors" the predecessor. In the case of a vacancy on the Board, the Shareholder who appointed the director in question shall nominate a replacement director within ten (10) days of the "Board"). The voting members vacancy. (d) Unless otherwise set forth herein, meetings of the Board shall convene and be composed conducted in accordance with the Companies Act, any other applicable Laws, the Articles of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth hereinIncorporation, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progressesRules. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board Promptly after such time as Sub purchases Shares pursuant to the Offer (but subject to the satisfaction of the ConsortiumMinimum Condition), responsible for managementSub shall be entitled, control and administration to the fullest extent permitted by law, to designate at its option up to that number of directors, rounded to the next highest whole number, of the Consortium and the Medical Plan(s), shall be referred to as the "Company's Board of Directors" (the "Board"). The voting members , subject to compliance with Section 14(f) of the Board shall be composed of one representative of each Participant and representatives Exchange Act, as will make the percentage of the Joint Committee on Plan Structure and Design (as set forth Company's directors designated by Sub pursuant to this sentence equal to the aggregate voting power of the shares of Company Class A Common Stock held by Parent or any of its Subsidiaries; provided, however, that in Section C(11))the event that Sub's designees are elected to the Board of Directors of the Company, who until the Effective Time, such Board of Directors shall have (i) at least three directors who are directors on the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives date of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director this Agreement or are designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority directors of the Directors of Company who were directors on the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action whichdate hereof, in each case excluding the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives Investor Nominees (as defined in Section Kthe Investment Agreement) (collectively the “Labor Representatives”"Independent Directors") and (ii) the number of Investor Nominees required by the Investment Agreement which shall serve be in addition to the number of directors designated by Sub pursuant to this Section 7.15; and provided, further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall, to the fullest extent permitted by law, designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent, of any of its Subsidiaries or of any other entity in which Parent owns, directly or indirectly, any material amount of capital stock or other significant ownership interest, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Following the election or appointment of Sub's designees pursuant to this Section 7.15 and prior to the Effective Time, any termination or amendment of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors of the Company with respect to this Agreement (other than recommending or reconfirming the recommendation that the holders of the Company Class A Common Stock approve and adopt this Agreement and the Merger, and making determinations in connection therewith, which recommendations and determinations may be made by a majority of the Board of Directors as constituted at any time after such election or appointment of Sub's designees pursuant to this Section) will require the concurrence of a majority of the Independent Directors and, to the extent permitted by law, no other action by the Company, including any action by any other director of the Company, shall be required to approve such actions. To the fullest extent permitted by applicable law, the Company shall take all actions requested by Parent which are reasonably necessary to effect the election of any such designee, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the same rights Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). Parent and obligations Sub will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. In connection with the foregoing, the Company will promptly, at the option of Parent, to the fullest extent permitted by law, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate is necessary to enable Sub's designees to be elected or appointed to the Company's Board of Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityas provided above.

Board of Directors. 1. The governing board (a) From and after the date of this Agreement, each Investor and each Key Employee shall vote all of his shares of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" Company's common stock (the "BoardCommon Stock") and any other voting securities of the Company over which ------------ such holder has voting control and shall take all other necessary or desirable actions within its control (whether as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings). The voting members , and the Company shall take all necessary and desirable actions (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of directors on the Board shall be composed of established at five (5) directors; (ii) the following individuals shall be elected to the Board: (A) one representative of each Participant designated by ▇▇▇▇ Capital Fund V.L.P. ("BCF V"); ----- (C) one representatives designated by BCIP Associates ("BCIP"); and representatives of ---- (D) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and (so long as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is employed by the Joint Committee on Plan Structure and Design Company) another Key Employee designated by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (as set forth in Section C(11)), who shall have iii) the authority to vote on any official action taken by removal from the Board (each a "Director"). Each Directorwith or without cause) of any representative designated hereunder by BCF V, except BCF V-B, BCIP, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be at the representatives written request of BCF V, BCF V-B, BCIP, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, respectively, but only upon such written request and under no other circumstances, provided that if any director designated pursuant to subparagraph (ii)(D) above ceases to be an employee of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, Company for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant he shall be removed as a Director.director promptly after his employment ceases; and 3. Directors shall receive no remuneration from (iv) in the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Directorevent that any representative designated hereunder by BCF V, BCF V-B, BCIP, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for any reason ceases to serve as a member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) during his term of office, the entire Board. A quorum is required for resulting vacancy on the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined be filled by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Yearrepresentative designated by BCF V, BCF V-B, BCIP or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, respectively, as provided hereunder. 9. Special (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board may be called at or any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstancescommittee thereof. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing (a) Each Holder (other than the MSDW Investors) shall vote such Holder's voting securities and shall take all other reasonably necessary or desirable actions within its control (whether in such Holder's capacity as a shareholder, director, member of a Board of Directors committee or officer of the Company or otherwise and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable legal actions within its control, including in preparation of proxy materials, the recommendation of a management slate of directors in elections for directors, and in proposing and effecting amendments to the articles of incorporation and code of regulations of the Company, so that: (i) At Closing, the authorized number of directors on the board of the Consortium, responsible for management, control and administration directors of the Consortium and Company shall be increased from six (6) to nine (9) directors; (ii) FAEF shall have the Medical Plan(s)right to have one representative, currently expected to be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, to be nominated as a Director of the Company; (iii) the management slate of directors, including the representative of FAEF, shall be referred elected to as the "Board of Directors" ; (the "Board"). The voting members iv) at least one of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and DesignInvestors, if at least one such representative is elected to the Board of Directors, shall be designated a member of every committee of the Board of Directors existing now or in writing the future; (v) if a representative of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Venture Partners IV, L.P. is not a Director of the Company, a representative of such Investor, which representative shall not be a member of the Board of Directors, shall have the right to attend all meetings of the Board of Directors as a non-voting observer and to receive all notices and other written information sent to Directors by the governing body Company; (vi) the required quorum for Board of Directors action shall be the presence at a Board of Directors meeting of at least a majority of directors, except that a majority of the Participant.directors in office shall constitute a quorum for filling a vacancy in the Board of Directors; 2. If (vii) all action of the Board of Directors shall require (a) the affirmative vote of at least a Director designated majority of the directors at a duly convened meeting of the Board of Directors at which a quorum is present or (b) the unanimous written consent of the Board of Directors; provided that in the event there is a vacancy on the Board of Directors and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy; and (viii) in the event any director nominated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires FAEF ceases to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant serve as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate familythe Board of Directors during his or her term of office, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director FAEF shall be entitled to one vote. A majority nominate a designee to fill such vacancy, and the Board of Directors as constituted immediately prior to such time shall designate a replacement director, nominated by FAEF and reasonably satisfactory to the Board of Directors, to fill the remainder of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority term of the Directors director who has ceased to be a member of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan YearDirectors. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1(i) The Company shall have, and the Parties hereto agree to cause the Company to have, a Board consisting of up to eleven (11) authorized directors. The governing board Main Access shall have right to designate, appoint, remove, replace and reappoint two (2) directors on the Board (the “Main Access Directors”). Cloopen Co., Ltd shall have right to designate, appoint, remove, replace and reappoint two (2) directors on the Board (the “Principal Directors”) and one of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), Principal Directors shall be referred to as the "Board of Directors" (the "Board"). The voting members Chairman of the Board shall be composed of one representative of each Participant and representatives (the “Chairman”). Subject to the applicable Laws, if there is a vacancy for the seat of the Joint Committee on Plan Structure Principal Director that is not held by Mr. SUN Changxun, the voting rights and Design (other director’s rights of such vacant Principal Director shall vest to Mr. SUN Changxun, so long as set forth Mr. SUN Changxun is the other Principal Director, until such vacancy has been filled in Section C(11)), who accordance with this Agreement. Sequoia Entities shall have the authority right to vote on any official action taken by designate, appoint, remove, replace and reappoint two (2) directors (the Board “Sequoia Directors”). Trustbridge shall have right to designate, appoint, remove, replace and reappoint two (2) directors (the “Trustbridge Directors”). PAC shall have the right to designate, appoint, remove, replace and reappoint one (1) directors (the “PAC Director”). PEL shall have the right to designate, appoint, remove, replace and reappoint one (1) director (the “PEL Director”). New Oriental shall have the right to designate, appoint, remove, replace and reappoint one (1) directors (the “New Oriental Director”, collectively with the Trustbridge Directors, the Main Access Directors, the Sequoia Directors, the PAC Director, the PEL Director, the Tencent Director (if applicable) and the CVC Director (if applicable), the “Investor Directors”, each a "an “Investor Director"”). Each Director, except the representatives of the Joint Committee on Plan Structure Investors shall have the right to designate, appoint, remove, replace and Designreappoint one (1) non-voting observer, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligationsrespectively, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special all meetings of the Board may be called at any time by the Chairperson (whether in person, telephonic or by any two (2other) Directorsin a non-voting observer capacity. Whenever practicable, the person or persons calling such special meeting The Company shall give at least a three each such non-voting observer copies of all notices, minutes, consents and all other material that it provides to the Directors. (3ii) day notice In case the IPO is not consummated within one (1) year following the Closing, Tencent shall have the right to all designate, appoint, remove, replace and reappoint one (1) director (the “Tencent Director”) as an Investor Director, and the Board is expanded to twelve (12) members. (iii) In case the IPO is not consummated within one (1) year following the Closing, CVC shall have the right to designate, appoint, remove, replace and reappoint one (1) director (the “CVC Director”) as an Investor Director, and the Board is expanded to thirteen (13) members. (iv) Upon the request of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be givenany Investor Director, each Director Group Company shall, and the Parties hereto shall be given such notice as is practicable under cause each Group Company to, (i) have a board of directors or similar governing body (the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b“Subsidiary Board”), unanimous consent is required for (ii) maintain the Chairperson to act on behalf authorized size of each Subsidiary Board at all times same as the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting authorized size of the Board. 11. The Chair , and (iii) ensure each Subsidiary Board is at all times composed of the Joint Committee same persons as directors as those then on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing i) Notwithstanding paragraph (a) above, upon the effectiveness of this Agreement, the Manager may delegate its power to manage the business of the Company to a board of natural persons designated as “directors” (the Consortium“Board”) which, responsible for managementsubject to the limitations set forth below, control and administration shall have the authority to exercise all such powers of the Consortium Company and do all such lawful acts and things as may be done by a manager of a limited liability company under the Medical Plan(sAct and as are not by statute, by the Certificate of Formation (as amended from time to time, the “Certificate”), or by this Agreement (including without limitation Section 4(c) hereof) directed or required to be exercised or done by the Manager; provided, that until such time as the Funding Agent shall have delivered the LLC Arrangement Notice, no such delegation hereunder shall be referred effective unless written copies of such delegation have been delivered to as the "Board Funding Agent. As of Directors" (the "Board")date of effectiveness of this Agreement, no such delegation is in effect. The voting members Except for the rights and duties that are assigned to officers of the Company, the rights and duties of the directors may not be assigned or delegated to any person. No action, authorization or approval of the Board shall be composed required, necessary or advisable for the taking of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing Company that has been approved by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10Manager. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf Manager conflicts with any action of the ConsortiumBoard, the Chairperson action of the Manager shall control. ii) Except as otherwise provided herein, directors shall possess and may send resolutions regarding said actions via electronic communication to each exercise all the powers and privileges and shall have all of the Directorsobligations and duties to the Company and the Members granted to or imposed on directors of a corporation organized under the laws of the State of Delaware. iii) The number of directors on the date hereof is one, which number may be changed from time to time by the Manager. The Directors may then electronically communicate their approval director as of the date hereof shall be as set forth on Exhibit A hereto, provided that Exhibit A need not be amended whenever the director(s) or disapproval of said resolution via signed document to the Chairperson. In his or her successors are changed in accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf terms of the Board in reliance upon such approvals. Any actions taken this Agreement. iv) Each director shall be appointed by the Chairperson pursuant to this paragraph Manager and shall serve in such capacity until the earlier of his resignation, removal (which may be with or without cause) or replacement by the Manager. v) No director shall be ratified entitled to any compensation for serving as a director. No fee shall be paid to any director for attendance at the next scheduled any meeting of the Board; provided, however, that the Company may reimburse directors for the actual reasonable costs incurred in such attendance. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. (a) (i) From and after the Effective Time and until the Amber 15% Stockholder Termination Event shall have occurred, Amber GT Parent shall have the right to designate one (1. The governing board of the Consortium) Designee to be appointed or nominated, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members case may be, as a Class I director of the Board shall and one (1) Designee to be composed appointed or nominated, as the case may be, as a Class II director of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"or, if the Board does not contain classes, two (2) individuals to be appointed or nominated, as the case may be, to the Board). Each Director, except the representatives in connection with any meeting of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body stockholders of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth hereinCompany called (or written consent of the stockholders) with respect to the election of such Directors classes, and the Participant desires to designate a new DirectorCompany shall, it must notify the Consortium's Chairperson in writing of as promptly as practicable, take all necessary and reasonably desirable actions within its selection of a new designee to represent the Participant control (including, without limitation, nominating such Designee as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special calling special meetings of the Board may be called at any time by and the Chairperson or by any stockholders of the Company and recommending, supporting and soliciting proxies in favor of such Designees), such that there is one (1) Amber GT Parent Designee serving as a Class I director on the Board and one (1) Amber GT Parent Designee serving as a Class II director on the Board (or, if the Board does not contain classes, two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all Amber GT Parent Designees serving as members of the other Directors. Such notice shall set forth Board) at all times prior to the occurrence of the Amber 15% Stockholder Termination Event and (ii) from and after the time that an Amber 15% Stockholder Termination Event has occurred and place of until the special meeting Amber 5% Stockholder Termination Event shall have occurred, Amber GT Parent shall have the right to designate one (1) Designee to be appointed or nominated, as well the case may be, as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf Class II director of the Board (or, if the Board does not contain classes, one (1) Amber GT Parent Designee serving as a member of the Board), in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled connection with any meeting of the Board. 11. The Chair stockholders of the Joint Committee Company called (or written consent of the stockholders) with respect to the election of Directors, and the Company shall, as promptly as practicable, take all necessary and reasonably desirable actions within its control (including, without limitation, nominating such Designee as a Director, calling special meetings of the Board and the stockholders of the Company and recommending, supporting and soliciting proxies in favor of such Designee), such that there is one (1) Amber GT Parent Designee serving as a Class II director on Plan Structure and Design and any At-Large Labor Representatives the Board (or, if the Board does not contain classes, one (1) Amber GT Parent Designee serving as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend member of the Board’s meetings when ) at all times prior to the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise occurrence of the Labor Representatives’ voting authority.Amber 5%

Board of Directors. 1. The governing board (a) Subject to compliance with applicable Law, promptly upon the acceptance for payment of any shares of Company Common Stock by Parent or Merger Sub or any of their affiliates pursuant to and in accordance with the terms of the ConsortiumOffer (the “Appointment Time”) and from time to time thereafter, responsible for management, control and administration of the Consortium and the Medical Plan(ssubject to Section 1.03(c), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director Merger Sub shall be entitled to one vote. A designate up to such number of directors, rounded to the nearest whole number constituting at least a majority of the entire Boarddirectors, not simply those present, is required for on the Board of Directors of the Company as will give Merger Sub representation on the Board of Directors of the Company equal to take the product of the number of directors on the Board of Directors of the Company (giving effect to any official action, unless otherwise specified increase in the number of directors pursuant to this Agreement. The “entire Board”, as used herein Section 1.03) and elsewhere in this Agreement, shall mean the percentage that such number of shares of Company Common Stock beneficially owned by Parent or its Affiliates bears to the total number of Directors when there are no vacancies. While physical presence is strongly encouragedshares of Company Common Stock then outstanding, Directors who cannot be physically present and the Company shall use reasonable best efforts to, upon Parent’s request, promptly, at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in Parent’s election, either increase the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at size of the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Company or seeking and accepting the resignation of such number of directors as is necessary to enable Parent’s designees to be elected to the Board shall constitute a quorum. A quorum is a simple majority (more than half) of Directors of the entire BoardCompany and to cause Parent’s designees to be so elected. A quorum is required for At such times, subject to Section 1.03(c), the Board Company will cause individuals designated by Parent to conduct any business. This quorum requirement is independent constitute the number of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September members of each Plan Year. 9. Special meetings committee of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of Directors of the other Directors. Such notice shall set forth Company, rounded up to the time and place next whole number, that represents the same percentage as such individuals represent on the Board of Directors of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be givenCompany, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of other than any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf committee of the Board in reliance upon such approvals. Any actions taken by of Directors of the Chairperson pursuant Company established to take action under this paragraph Agreement which committee shall be ratified at the next scheduled meeting composed only of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives Independent Directors (as defined in Section K1.03(c)). (b) The Company’ obligation to appoint designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all action required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.03, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required pursuant to such Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.03 and the U.S. federal securities laws. Parent shall provide to the Company, and shall be solely responsible for, the information and consents with respect to Parent and its designees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. (collectively c) In the event that Parent’s designees are elected or designated to the Board of Directors of the Company, then, until the Effective Time, the Company shall cause the Board of Directors of the Company to have at least two directors who are (i) directors on the date of this Agreement, (ii) independent directors for purposes of the continued listing requirements of the New York Stock Exchange (the “Labor RepresentativesNYSE”) and (iii) reasonably satisfactory to Parent (such directors, the “Independent Directors”); provided, however, that, if any Independent Director is unable to serve due to death or disability or any other reason, the remaining Independent Directors shall serve be entitled to elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of this Agreement (provided that no such individual is an employee of Company or its subsidiaries) to fill the vacancy, and such director (or directors) shall be deemed to be an Independent Director (or Independent Directors) for purposes of this Agreement. If no Independent Director remains prior to the Effective Time, a majority of the members of the Board of Directors of the Company at the time of the execution of this Agreement shall be entitled to designate two persons to fill such vacancies; provided that such individuals shall not be employees or officers of the Company, Parent or Merger Sub and shall have be reasonably satisfactory to Parent, and such persons shall be deemed Independent Directors for purposes of this Agreement. Following the same Appointment Time and prior to the Effective Time, Parent and Merger Sub shall cause any amendment or termination of this Agreement, any extension by the Company of the time for the performance of any of the obligations or other acts of Merger Sub or Parent or waiver of any of the Company’ rights and obligations as all under this Agreement or other action adversely affecting the rights of the Company Stockholders (other than Parent or Merger Sub), not to be effected without the affirmative vote of a majority of the Independent Directors. The Joint Committee on Plan Structure Following the Appointment Time and Design may designate in writing alternate Directors prior to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Effective Time, neither Parent nor Merger Sub shall take any action to remove any Independent Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityabsent cause.

Board of Directors. 1. The governing board Parent agrees that at the first meeting of the ConsortiumParent Board following the Effective Time, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Parent Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken expand its size by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any least two (2) Directorsseats and elect ▇▇▇▇ and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) to fill the newly-created seats. Whenever practicableIn addition, Parent agrees that the Parent Board shall nominate ▇▇▇▇ and ▇▇▇▇▇▇ to serve in such seats for election at the Parent’s shareholders’ meeting for a period ending on the third (3rd) anniversary of that date of such person’s initial appointment (the “Initial Appointment Period”). Notwithstanding the foregoing, during the Initial Appointment Period, Parent may, by delivery of written notice from the Chairman of the Parent Board (a “Resignation Notice”), require that (a) ▇▇▇▇ or ▇▇▇▇▇▇ resign from the Parent Board and the Surviving Corporation’s board of directors, if applicable, in the event that such person (i) has been convicted of, pleads guilty or nolo contendere to, or is then the subject of a criminal indictment, “information” or similar complaint regarding, any felony, gross misdemeanor or other crime involving fraud or moral turpitude (ii) engages in any fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act), (iii) such person engages in a Competitive Business, or (iv) in the event such person is an employee of the Parent or any subsidiary thereof, such person’s employment is terminated for “cause”, as defined in the employment agreement between such person and the Parent or any subsidiary thereof, (b) one (but not both) of ▇▇▇▇ or ▇▇▇▇▇▇ resign from the Parent Board and Surviving Corporation’s board of directors, as applicable, at such time as ▇▇▇▇ and ▇▇▇▇▇▇, collectively, beneficially own less than ten percent (10%) but more than five percent (5%) of the then-outstanding Parent Common Stock, or (c) both ▇▇▇▇ and ▇▇▇▇▇▇ resign from the Parent Board and Surviving Corporation board of directors at such time as ▇▇▇▇ and ▇▇▇▇▇▇, collectively, beneficially own less than five percent (5%) of the then-outstanding Parent Common Stock (each a “Triggering Event”). Upon his appointment to the Parent Board, each of ▇▇▇▇ and ▇▇▇▇▇▇ shall execute and deliver an irrevocable letter to the chief executive officer of Parent resigning from the Parent Board and Surviving Corporation’s board of directors immediately upon the occurrence of any Triggering Event during the Initial Appointment Period (each, a “Reserve Letter”), and, in the event that the recipient of the Resignation Notice fails to promptly resign, the person or persons calling such special meeting shall give at least a three (3) day notice to all Chairman of the other DirectorsParent Board may deliver the Reserve Letter to the Parent Board. Such notice During their period of service, ▇▇▇▇ and ▇▇▇▇▇▇ shall set forth be provided the time same director compensation, benefits, indemnification and place exculpation as similarly situated members of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10Company Board. In the event that ▇▇▇▇ or ▇▇▇▇▇▇ serves as a special meeting is impractical due member of the Parent Board following the Initial Appointment Period, such service shall be subject to the nature and/or urgency of any action which, in the opinion same terms and conditions as similarly situated members of the ChairpersonParent Board, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson it being understood that employee-directors may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Boardhave different restrictions from non-employee directors. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event (as defined below) shall have occurred, the LD Topco Holders holding a majority of the ConsortiumLD Topco Shares shall have the right to designate up to six persons to be appointed or nominated, responsible as the case may be, for managementelection to the Board (including any successor, control and administration each, a “Nominee”) by giving written notice to the Company not later than ten days after receiving notice of the Consortium and date of the Medical Plan(s)applicable meeting of shareholders provided to the LD Topco Holders; provided, however, the initial Nominees shall be referred to appointed as set forth in Section 1(b). (b) The Company shall take all necessary and desirable actions within its control such that, as of the "Board of Directors" Effective Time: (i) the "Board"). The voting members size of the Board shall be composed of one representative of each Participant set at eight members; and representatives (ii) the following persons shall form the composition of the Joint Committee on Plan Structure Board: (A) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be designated in writing by appointed as Class I Directors with terms ending at the governing body of Company’s 2020 Annual Meeting; (B) ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ shall be appointed as Class II Directors with terms ending at the ParticipantCompany’s 2021 Annual Meeting; and (C) ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be appointed as Class III Directors with terms ending at the Company’s 2022 Annual Meeting. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, (c) Subject to the terms and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing conditions of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, from and after the Effective Time and until a Termination Event shall mean have occurred, the Company shall, as promptly as practicable, take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and the shareholders and recommending, supporting and soliciting proxies), so that: (i) for so long as the LD Topco Holders (together with their Affiliates) Beneficially Own a number of shares of Common Stock equal to or greater than 65% of the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing shares of Common Stock acquired by the ParticipantLD Topco Holders on the date hereof, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward LD Topco Holders holding a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the LD Topco Shares shall have the right to nominate, in the aggregate, a number of Nominees equal to six (less the number of LD Topco Directors who are not up for election), and the size of the Board shall constitute be set at eight members (or such other number of directors approved pursuant to Section 2 below); (ii) for so long as the LD Topco Holders (together with their Affiliates) Beneficially Own a quorum. A quorum is a simple majority (more number of shares of Common Stock equal to or greater than half) 35% of the entire total number of shares of Common Stock acquired by the LD Topco Holders on the date hereof, but less than 65% of the total number of shares of Common Stock acquired by the LD Topco Holders on the date hereof, the LD Topco Holders holding a majority of the LD Topco Shares shall have the right to nominate, in the aggregate, a number of Nominees equal to three (less the number of LD Topco Directors who are then serving but not up for election), and the size of the Board shall be set at eight members (or such other number of directors approved pursuant to Section 2 below); and (iii) for so long as the LD Topco Holders (together with their Affiliates) Beneficially Own a number of shares of Common Stock equal to or greater than 10% of the total number of shares of Common Stock acquired by the LD Topco Holders on the date hereof but less than 35% of the total number of shares of Common Stock acquired by the LD Topco Holders on the date hereof, the LD Topco Holders holding a majority of the LD Topco Shares shall have the right to nominate, in the aggregate, a number of Nominees equal to one (less the number of LD Topco Directors who are then serving but not up for election), and the size of the Board shall be set at eight members (or such other number of directors approved pursuant to Section 2 below); provided, that, no reduction in the number of shares of Common Stock over which the LD Topco Holders and their Affiliates retain voting control shall shorten the term of any incumbent Director. (d) The Company shall take all actions necessary to ensure that: (i) the applicable Nominees are included in the Board. A quorum is required ’s slate of nominees to the shareholders of the Company for each election of Directors and recommended by the Board at any meeting of shareholders called for the Board to conduct any business. This quorum requirement purpose of electing directors; and (ii) each applicable Nominee up for election is independent included in the proxy statement prepared by management of the voting requirements set forth Company in Section C(6). The connection with the Company’s soliciting proxies or consents in favor of the foregoing for every meeting of the shareholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board shall meet on an annual basis, at a time and place within with respect to the State election of New York determined by a vote members of the Board. The Board In addition, each Shareholder agrees with the Company that such Shareholder shall hold an annual meeting (the “Annual Meeting”) vote in September favor of each Plan Year. 9. Special meetings person to be appointed or nominated, as the case may be, for election to the Board and who has been recommended by the Board for such appointment or nomination at every meeting of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all shareholders of the other Directors. Such notice shall set forth Company called with respect to the time and place election of members of the special meeting as well as a detailed agenda Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the matters proposed to be acted upon. In shareholders of the event Company or the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due Board with respect to the nature and/or urgency election of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting members of the Board. 11(e) If a vacancy occurs because of the death, disability, disqualification, resignation or removal of a LD Topco Director or for any other reason, the LD Topco Holders holding a majority of the LD Topco Shares shall be entitled to designate such person’s successor, and the Company shall, within ten days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the Director whom such designee replaces. Notwithstanding anything to the contrary, the director position for such LD Topco Director shall not be filled pending such designation and appointment, unless the LD Topco Holders fail to designate such Nominee for more than 15 days, after which the Company may appoint an interim successor Director until the LD Topco Holders make such designation. (f) If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the LD Topco Holders holding a majority of the LD Topco Shares shall be entitled to designate promptly another Nominee and the Shareholders and the Company shall take all necessary and desirable actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee within ten days of such designation. Notwithstanding anything to the contrary, the director position for which such Nominee was nominated shall not be filled pending such designation and appointment, unless the LD Topco Holders fail to designate such Nominee for more than 30 days, after which the Company may appoint an interim successor nominee who may serve as a director if duly elected until the LD Topco Holders make such designation. The Chair LD Topco Holders shall not be obligated to designate all (or any) of the Joint Committee directors they are entitled to designate pursuant to this Agreement but the failure to do so shall not constitute a waiver of their rights hereunder. (g) The Company shall pay the reasonable, documented out-of-pocket expenses incurred by each LD Topco Director in connection with his or her services provided to or on Plan Structure behalf of the Company, including attending meetings (including committee meetings) or events attended on behalf of the Company at the Company’s request. (h) In accordance with the Company’s Organizational Documents, the Board may from time to time by resolution establish and Design and any At-Large Labor Representatives (as defined in Section K) (collectively maintain one or more committees of the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Board, each committee to consist of one or more Directors. The Joint Committee on Plan Structure and Design may designate Company shall notify the LD Topco Holders in writing alternate of any new committee of the Board to be established at least 15 days prior to the effective establishment of such committee. If requested by the LD Topco Holders holding a majority of the LD Topco Shares, the Shareholders and the Company shall take all necessary steps within its control to cause at least two LD Topco Directors (selected by such LD Topco Holders) to be appointed as a member of each such committee of the Board unless such designation would violate any legal restriction on such committee’s composition or the rules and regulations of any applicable exchange on which the Company’s securities may be listed (subject in each case to any applicable exceptions, including those for “controlled companies” and any applicable phase-in periods). (i) The Company shall (i) purchase directors’ and officers’ liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary and (ii) for so long as any Director to the Board nominated pursuant to the terms of this Agreement serves as a Director of the Company, maintain such coverage with respect to such Directors; provided, that upon removal or resignation of such Director for any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six years from any such event in respect of any act or omission occurring at or prior to such event. (j) For so long as any LD Topco Director serves as a Director of the Company, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent consistent with applicable Law, including but not limited to any such rights to indemnification or exculpation in the Company’s Organizational Documents (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights, in the aggregate and on an individual basis, on a retroactive basis, than permitted prior thereto). (k) Notwithstanding anything herein to the contrary, if the LD Topco Holders have the right to designate one or more Nominees and either have not exercised such right with respect to any Nominee or no such Nominee has not been elected as a LD Topco Director (such that there are no LD Topco Directors on the Board), then the LD Topco Holders holding a majority of the LD Topco Shares may elect at such time in their sole discretion to designate one Board observer (regardless of how many rights to designate Designees such LD Topco Holders have) (each, a “Board Observer”) to attend and participate in all meetings of the Board or any committees thereof in a non-voting capacity by the giving of written notice to the Company of such election (“Observation Election”). In connection therewith, the Company shall simultaneously give such Board Observer copies of all notices, consents, minutes and other materials, financial or otherwise, which the Company provides to the Board’s ; provided, however, that if the Board Observer does not, upon the written request of the Company, before attending any meetings when of the Labor Representatives cannot attendBoard, execute and deliver to the Company an agreement to abide by all Company policies applicable to members of the Board and a confidentiality agreement reasonably acceptable to the Company, the Board Observer may be excluded from access to any material or meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to protect highly confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, or for other similar reasons. The alternate Director LD Topco Holders holding a majority of the LD Topco Shares may revoke any such Observation Election at any time upon written notice to the Company after which the LD Topco Holders shall be entitled to designate a replacement Board Observer. (l) The Nominees may, but do not need to, qualify as “independent” pursuant to listing standards of the Approved Stock Exchange, except that, if designated the LD Topco Holders have the right to designate three Nominees, then at least one Nominee shall qualify as “independent” pursuant to listing standards of the Approved Stock Exchange. All other Directors of the Board other than the Chief Executive Officer of the Company shall qualify as “independent” pursuant to listing standards of the Approved Stock Exchange. (m) For the avoidance of doubt, a reduction in writingthe percentage of Common Stock Beneficially Owned by the LD Topco Holders shall not impact the LD Topco Holders’ right to fill a vacancy resulting from any Nominee ceasing to serve as a Director for any reason. (n) Notwithstanding anything herein to the contrary, be authorized from and after the Effective Time and at any time prior to exercise a Termination Event, the Labor Representatives’ voting authorityShareholders shall not knowingly take or agree to take, directly or indirectly, any action to frustrate, obstruct or otherwise prevent, the Company from performing its obligations to nominate the Nominees under Section 1(c).

Board of Directors. 1. The governing board (a) Directors shall be elected by and serve at the discretion of the ConsortiumClass A, responsible for management, control Class B and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (Class C Members as set forth in Section C(11)), who below. The Board shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives consist of the Joint Committee on Plan Structure not less than *** and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6*** Directors. Except as otherwise set forth in this Section 5.3, Board seats will in general be conferred on a pro-rata basis based on a Member’s Percentage Interest, subject to a minimum of *** for *** Percentage Interest of ***; provided in Section D of the Agreement, each Director that *** shall be entitled to one vote. A majority nominate at least *** Director so long as it maintains a minimum Percentage Interest of at least *** percent *** (as adjusted for conversions, Unit splits and the entire Board, not simply those present, is required for like) and fulfills its *** if called upon to do so by the Board to take any official action, unless otherwise specified in under Section 2.9 of this Agreement. The “entire Board”initial Board shall have *** natural persons, as used herein and elsewhere in this Agreement, shall mean the total number *** of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority whom shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined designated by a vote of the Board. The Board shall hold an annual meeting HTI (the “Annual MeetingClass A Directors”), *** of whom shall be designated by QC (the “Class B Directors”) in September and *** of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director whom shall be given such notice as is practicable under designated by AMAC (the circumstances. 10“Class C Director”). In the event that a special meeting is impractical due an Initial Member fails to the nature and/or urgency maintain its initial Percentage Interest but fulfills its pro rata portion of any action whichPre-Approved Capital Call if called upon to do so by the Board under Section 2.9 of this Agreement, such Initial Member shall be allowed *** so long as such Initial Member maintains a minimum Percentage Interest of at least ***. Notwithstanding the foregoing, the Board, in the opinion exercise of its reasonable discretion, shall have the Chairperson, is necessary or advisable right to be taken on behalf recuse *** from participating in any portion of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf any meeting of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and (or any At-Large Labor Representatives (as defined in Section Kcommittee thereof) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same right to restrict *** access to any information or materials to the extent such meeting or information or materials (i) relates to issues where *** between the Initial Member who appointed such *** and the Company or any of the Company’s Subsidiaries or Affiliates or (ii) otherwise constitutes ***, information or discussion (including *** and proposals and other *** information or data) the disclosure to, or use of which by, the Member who appointed *** or any of its Affiliates could reasonably be expected to be *** to the interests of, or jeopardize in any material respect the competitive position of, the Company or any of its Affiliates or Subsidiaries, in each case as determined by the Board in its reasonable discretion. The Directors as of the date of this Agreement are set forth on Schedule 5.3 hereto. (b) The Class A, Class B and Class C Members may elect an alternate Director to act for and fulfill the obligations of their respective Directors in the event that their Director(s) is unable to attend any meeting of the Board or any committee thereof. Any such alternates are listed on Schedule 5.3, or if appointed after the date hereof, shall be specified in writing by the electing Member to the General Manager. Any appointment of an alternate Director or Observer may be changed by the electing Member by providing written notice of such change to the General Manager. (c) No Person shall be elected or appointed a Director, alternate Director or Observer if that Person is less than 18 years of age, is of unsound mind and has been found so by a court, is not an individual, or has filed for bankruptcy or for similar protection from creditors within the prior five years. Any Director appointed pursuant to this Section 5.3, and any alternate acting for such Director, shall assume the powers, duties and obligations of a Director as provided under this Agreement and shall be subject to the terms hereof. Any Person appointed as a Director and any alternate shall be deemed to have agreed to accept such Director’s rights and authority hereunder and to perform and discharge such Director’s duties and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate hereunder by performing any act in writing alternate Directors the capacity of Director hereunder (including but not limited to attend participating in any meeting of the Board or executing any written consent of the Board), and such rights, authority, duties and obligations hereunder shall continue until such Director’s meetings when successor is designated or until such Director’s earlier resignation or removal in accordance with this Agreement. (d) By a majority vote of the Labor Representatives cannot attendClass A Units, (i) any one or all of the Class A Directors may at any time, by notice to the Company and the other Members, be removed, with or without cause, and (ii) any vacancy on the Board caused by the removal, resignation or death of a Class A Director may be filled. The alternate By a majority vote of the Class B Units, (i) any one or all of the Class B Directors may at any time, by notice to the Company and the other Members, be removed, with or without cause, and (ii) any vacancy on the Board caused by the removal, resignation or death of a Class B Director maymay be filled. By a majority vote of the Class C Units, (i) any Class C Director may at any time, by notice to the Company and the other Members, be removed, with or without cause, and (ii) any vacancy on the Board caused by the removal, resignation or death of a Class C Director may be filled. Upon election of a Director, the electing Member shall, in a notice to the other Members, in each case set forth that Director’s business address and telephone number. Such Member shall give notice to the other Members promptly upon being informed of any change in the business address or telephone number of any of the Directors elected by such Member. Any director may resign at any time by giving written notice to the General Manager. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the General Manager. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. In the event of the death, disability, resignation or removal of any Director, the Member which designated in writing, be authorized to exercise the Labor Representatives’ voting authoritysuch director shall designate his or her replacement.

Board of Directors. (a) There is hereby established a Board of Directors of the COOPERATIVE. Each MEMBER unit of local government shall choose in the manner applicable to that governmental body one (1) person to represent that body on the Board of Direc- tors and shall promptly notify the COOPERATIVE of such selection. The governing board MEMBER may also select an alternate representative to serve when the initial representative is unable to carry out his duties. The person and alternate selected need not be an elected official of the Consortium, responsible for management, control and administration MEMBER. The Board of Directors may from time-to-time establish other officers of the Consortium Board, in addition to those estab- lished in this Agreement, and choose the Medical Plan(s), manner of selection of such officers. (b) The Board of Directors shall determine the general policy of the COOPERATIVE which policy shall be referred followed by all officers, agents, employ- ees and independent contractors working for the COOPERATIVE. It shall have the responsibility for (1) Hiring of COOPERATIVE officers, agents, non-clerical employees and independent contractors, (2) Setting of compensation for all per- sons, firms and corporations employed by the COOPERATIVE, (3) Program ap- proval, (4) Vendor approval, (5) Setting of fidelity bonding requirements for em- ployees or other persons, (6) Approval of amendments to as the "By-Laws, (7) The acceptance of new MEMBERS and listed entities, provided, however, that the Board of Directors may assign, in whole or in part, this authority to the Executive Board and it may choose to do so under stated criteria and process mandated by the Board of Directors" , (8) Approval of educational and other programs relating to claim reduction, (9) Approval of monthly and supplementary payments to the "Board"). The voting members Administrative Fund and the Benefit Fund, including that portion of the Board shall be composed cost of one representative of insurance attributable to each Participant and representatives of the Joint Committee on Plan Structure and Design MEMBER, (as set forth in Section C(11)), who shall have the authority 10) Any other matters not assigned to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owneranother committee, officer, director, partnerindependent contractor, or employee agent, (11) Expulsion of any contractor or agency retained by the Consortium, including any third-party contract administratorMEMBERS. 6. Except as otherwise provided in Section D of the Agreement, each Director (c) Each MEMBER shall be entitled to one vote(1) vote on the Board of Directors. A majority Such vote may be cast only by the designated representative of the entire BoardMEMBER, not simply those presentwho shall be called a Director, is required or in the Director's absence by an alternate selected by the MEMBER in the same manner as specified for the Board to take any official actionselection of the principal representative. No proxy votes or absentee votes shall be permitted, unless otherwise specified in this Agreement. The “entire Board”but , as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director Direc- tors or Alternates may participate in the discussions at the Board a meeting and will, if so designated by electronic means in writing by the Participant, be authorized to exercise the Participant’s voting authorityaccordance with law. Only alternate Directors with voting authority Voting shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors conducted by voice vote unless one (1) or more MEMBERS of the Board of Directors shall constitute request a quorum. A quorum is roll call vote; provided, however, that any vote to authorize the payment of bills or which requires a simple great- er than a majority vote for passage, shall be by roll call. (more than halfd) The representative selected by the MEMBER shall serve for a one fiscal year term commencing at the beginning of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6)each fiscal year and until a successor has been selected. The Board shall meet on an annual basis, at a time and place within representative chosen by the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board MEMBER may be called at any time removed by the Chairperson MEMBER during the period of his or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10her term. In the event that a special meeting is impractical due vacancy occurs in the representative or alternate representative, that MEMBER shall appoint a successor. The failure of a MEMBER to select a representative or his or her fail- ure to participate shall not affect the responsibilities or duties of a MEMBER un- der this contract. (e) The Board of Directors, the Executive Board and any authorized committees may establish rules governing their own conduct and procedure consistent with the By- Laws. All notices required in this Contract and By-Laws document shall be in writing. (f) A quorum shall consist of a majority of the MEMBERS of the Board of Directors. Except as provided in Subsection (g) herein, or elsewhere in these By-Laws, a simple majority of a quorum shall be sufficient to pass upon all matters. (g) A greater vote than a majority of a quorum shall be required to approve the fol- lowing matters: (i) Such matters as the Board of Directors shall establish within its rules as requiring for passage a vote greater than a majority of a quorum; provided, however, that such a rule can only be established by a greater than majori- ty vote at least equal to the nature and/or urgency greater than majority percentage within the proposed rule, (ii) The expulsion of a MEMBER shall require at least the concurrence of two-thirds (2/3) of the entire membership of the Board of Directors, (iii) Any amendment of these By-Laws except as provided in Subsection (iv) below, shall require the concurrence of at least two-thirds (2/3) of the en- tire membership of the Board of Directors, (iv) The payment of a contested employee benefit to a MEMBER by the COOPERATIVE in a manner contrary to that reported by the Administra- tor or the Executive Director, which is brought to the Board of Directors, shall require the concurrence of at least two-thirds (2/3) of a quorum at a Board of Directors meeting. (v) The approval of the benefit programs being offered, annual payments of all kinds, and the allocation of those payments among MEMBERS, shall require the concurrence of at least two-thirds (2/3) of a quorum at a Board of Directors meeting. (h) Except as provided herein, no one serving on the Board of Directors shall receive any action whichsalary or other payment from the COOPERATIVE and any salary, compensa- tion, payment or expenses for such representative, shall be paid by each MEMBER separate from this Contract. Provided, however, that in the opinion event the person chosen or acting as Treasurer is a member of the ChairpersonBoard of Directors, that person may receive such compensation as is necessary or advisable established from time-to-time by the Board of Directors. In addition, the Chair of the Board, Treasurer and such other officers as may be selected from time-to-time may submit to the Executive Board for its approval, reimbursement of expenses incurred in the pursuit of their posi- tion as officers of the COOPERATIVE. The reimbursement for such expenses, which shall be taken reported to the Board of Directors in the same manner as other ap- proved payments, may include amounts advanced on behalf of the Consortium, COOPERATIVE either by the Chairperson may send resolutions regarding said actions via electronic communication to each and all officer or by a MEMBER of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the BoardCOOPERATIVE. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1(a) Promptly upon the Acceptance Time and at all times thereafter, Parent shall be entitled to elect or designate such number of directors (but not less than a majority), rounded up to the next whole number, on the Company Board as shall give Parent representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this Section 2.3) multiplied by the percentage that the aggregate number of Company Common Stock then owned directly or indirectly by Parent bears to the total number of shares of Company Common Stock then outstanding, and Parent shall be entitled to have such designees elected or appointed to such classes of the Company Board so as to be evenly distributed as possible among the three classes of directors of the Company Board. Prior to, and effective upon, the Acceptance Time, the Company shall, upon request by Parent, take all actions as are necessary to enable Parent’s designees to be so elected or appointed to the Company Board, including by promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as is necessary or desirable to provide Parent with such level of representation, and shall cause Parent’s designees to be so elected or appointed at such time. Subject to Section 2.3(b), after the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage as such individuals represent of the entire Company Board (but not less than a majority), rounded up to the next whole number, of: (i) each committee of the Company Board and (ii) each board of directors (or similar body) and each committee thereof (or similar body) of the Company Subsidiary, in each case to the extent permitted by applicable Law and the rules of NASDAQ. The governing board provisions of this Section 2.3(a) are in addition to, and shall not limit, any rights that Parent, Merger Sub or any of their respective Affiliates may have as a record holder or beneficial owner of Company Common Stock as a matter of applicable Law with respect to the election of directors or otherwise. The Company’s obligations to appoint or elect Parent’s designees to the Company Board shall be subject to Section 14(f) of the ConsortiumExchange Act and Rule 14f-1 promulgated thereunder. At the request of Parent, responsible for managementthe Company shall take all actions necessary to effect any such appointment or election of Parent’s designees, control and administration including mailing to the Stockholders the information required by Section 14(f) of the Consortium Exchange Act and the Medical Plan(s)Rule 14f-l promulgated thereunder, which, unless Parent otherwise elects, shall be referred so mailed together with the Schedule 14D-9. Parent shall supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates as is required by such Section and Rule. (b) After Parent’s designees are appointed or elected to, and constitute a majority of, the "Company Board of Directors" (pursuant to Section 2.3(a), and prior to the "Board"). The voting Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the Company Board on the date hereof, each of whom shall be an “independent director” as defined by Rule 5605(a)(2) of the NASDAQ Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and NASDAQ rules and at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided that if the number of Continuing Directors is reduced below three for any reason, the remaining Continuing Directors shall be entitled to elect or designate an individual meeting the foregoing criteria to fill such vacancy, which individual shall be deemed to be a Continuing Director for purposes of this Agreement or, if no Continuing Directors then remain, the other directors shall designate three persons meeting the foregoing criteria to fill such vacancies, and such individuals shall be deemed to be Continuing Directors for purposes of this Agreement. The Company and the Company Board shall promptly take all action as may be composed of one representative of each Participant and representatives of necessary to comply with their obligations under this Section 2.3(b). Notwithstanding anything to the Joint Committee on Plan Structure and Design (as contrary set forth in this Agreement, in the event that Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section C(11)2.3(a), who the approval of a majority of such Continuing Directors (or the sole Continuing Director if there shall be only one Continuing Director) shall be required in order to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement, (ii) any waiver or exercise of any of the Company’s rights under this Agreement, (iii) any amendment of the Company Charter Documents or (iv) any other action of the Company Board under or in connection with this Agreement if such action would materially and adversely affect, or would reasonably be expected to materially and adversely affect, the Stockholders (other than Parent or Merger Sub). For purposes of considering any matter set forth in this Section 2.3(b), the Continuing Directors shall be permitted to meet without the presence of the other directors. The Continuing Directors shall have the authority to vote on any official action taken retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as may be determined by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Continuing Directors and shall have the same authority to institute any action on behalf of the Company to enforce performance of this Agreement or any of the Company’s rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityhereunder.

Board of Directors. 1. The governing board (a) Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event (as defined below) shall have occurred, the Stockholder shall have the right to designate one person to be nominated to serve on the Board (the “Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than the deadline for receipt of a stockholder proposal to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, with respect to any meeting of the ConsortiumCompany’s stockholders at which directors of Class III are to be elected (or, responsible if the Company’s Certificate of Incorporation no longer provides for managementthe division of directors into three (3) classes, control and administration any meeting of the Consortium Company’s stockholders at which directors are to be elected) (any such meeting, an “Applicable Election”). (b) The Stockholder will, in connection with such nomination, (i) provide such additional information about the Nominee as reasonably requested by the Nominating and Corporate Governance Committee of the Medical Plan(s), shall be referred to as Board or other relevant committee of the "Board that oversees nominations of Directors" (the "Board"). The voting members of the Board (the “Committee”) and (ii) cause the Nominee to be reasonably available for interviews and discussions with the Committee. (c) For so long as the Company’s Certificate of Incorporation shall provide for the division of directors into three (3) classes, the Nominee shall be composed designated as a Class III director. The initial Nominee shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and the Company hereby confirms that such initial Nominee has been reviewed by and is acceptable to, and has been consented to by, the Committee and the Board. (d) Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that (i) the Nominee is included in the Board’s slate of one representative of each Participant and representatives nominees submitted to the stockholders for election as directors at the next Applicable Election; (ii) the Nominee is included in the proxy statement prepared by management of the Joint Committee on Plan Structure Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of the Nominee; (iv) the Company supports the Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and Design (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Nominee to the Board at each Applicable Election. (e) If there is a Nominee Rejection (as set forth in defined below) pursuant to Section C(11))1(m) hereof, who then the Stockholder shall have the authority right to vote on any official action taken designate an alternate person to be nominated for election by the Board (the “Alternate Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of notice of the Nominee Rejection. (f) The Stockholder will, in connection with such nomination, provide such additional information about the Alternate Nominee as reasonably requested by the Committee and (ii) cause the Alternate Nominee to be reasonably available for interviews and discussions with the Committee. (g) Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that: (i) the Alternate Nominee is included in the Board’s slate of nominees submitted to the Company’s stockholders for election as directors at the next Applicable Election; (ii) the Alternate Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of the Alternate Nominee; (iv) the Company supports the Alternate Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Alternate Nominee to the Board at each Applicable Election. (h) The Company shall work in good faith with the Stockholder to identify and pre-clear Nominees and Alternate Nominees, as the case may be, and take such other actions as reasonably requested by the Stockholder to assist the Stockholder in submitting Nominees or Alternate Nominees, as the case may be, that will not result in a "Director"Nominee Rejection under Section 1(m) hereof. (i) Notwithstanding anything to the contrary contained in this Agreement, the rights of the Stockholder under this Agreement shall terminate automatically (the “Termination Event”) upon the Stockholder, together with its Related Parties, ceasing to Beneficially Own for a period of twenty (20) consecutive trading days, in the aggregate, at least Twenty-Two Million Five Hundred Thousand (22,500,000) shares of Common Stock (the “Minimum Shares”). Each DirectorThe Stockholder shall notify the Company within three (3) Business Days after the occurrence of a Termination Event. (j) Prior to a Termination Event, except the representatives if a vacancy occurs because of the Joint Committee on Plan Structure and Designdeath, shall be designated in writing by disability, disqualification, resignation or removal of a Nominee or Alternate Nominee, as the governing body case may be, as a member of the Participant. 2Board, the Company shall provide notice of such vacancy to the Stockholder within five (5) Business Days of such vacancy. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director The Stockholder shall be entitled to one vote. A majority designate such person’s successor (the “Vacancy Nominee”) by giving written notice to the Company within thirty (30) days of the entire Board, not simply those present, is required for date the Board to take any official action, unless otherwise specified in this AgreementStockholder receives notification of the vacancy from the Company. The Stockholder will provide the Company with such additional information about the Vacancy Nominee as reasonably requested by the Committee and cause the Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. Any successor that is appointed to fill a vacancy pursuant to this Section 1(j) shall have the right to serve until the next Applicable Election, or until his/her successor is elected and duly qualified. (k) If there is a Nominee Rejection with respect to a Vacancy Nominee, then the Stockholder shall have the right to designate an alternative person to fill the vacancy (the “entire BoardAlternative Vacancy Nominee”, ) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of notice of the Nominee Rejection. The Stockholder will provide the Company with such additional information about the Alternative Vacancy Nominee as used herein reasonably requested by the Committee and elsewhere cause the Alternative Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. (l) Notwithstanding anything to the contrary contained in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board avoidance of doubt, the Stockholder shall only have the right to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, nominate or designate one person at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well serve as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf member of the Board in reliance accordance with the terms and conditions of this Section 1, and in no event will the Company or the Board be obligated to nominate or designate a person to the Board that, upon such approvals. Any actions taken person’s election by the Chairperson pursuant to this paragraph shall be ratified at stockholders of the next scheduled meeting Company or appointment by the Board, would result in more than one nominee or designee of the Stockholder serving as a member of the Board. 11. The Chair (m) Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to appoint to the Board, cause to be nominated for election to the Board or recommend to the stockholders the election of any person the appointment, nomination or recommendation of whom the Board or the Committee determines in good faith, after consultation with and upon the advice of outside legal counsel, would constitute a breach of its fiduciary duties (a “Nominee Rejection”); provided, however, that upon the occurrence of a Nominee Rejection, the Company shall promptly notify the Stockholder of the Joint Committee occurrence of such Nominee Rejection and permit the Stockholder to provide an alternate person in accordance with the applicable provisions hereof (Section 1(e) for a Nominee or Alternate Nominee for election at stockholder meetings and Section 1(j) and Section 1(k) for a Vacancy Nominee or Alternative Vacancy Nominee for filling vacancies on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when ) and the Labor Representatives cannot attend. The Company shall use commercially reasonable efforts to perform its obligations hereunder with respect to such alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authoritynominee.

Board of Directors. 1. The governing board Amended and Restated Memorandum and Articles of Association of the Consortium, responsible for management, control and administration Company (the “Restated Articles”) shall provide that the Board of Directors of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" Company (the "“Board")”) shall consist of three (3) members, which number of members shall not be changed except pursuant to an amendment to the Restated Articles. The voting members of Effective from the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design date hereof, (i) Red Better (as set forth defined in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director Schedule A) shall be entitled to appoint and remove one vote(1) director (the “Red Better Director”) and shall also be entitled to remove any director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any director occupying such position; and (ii) the BVI Co. shall be entitled to appoint and remove two (2) directors (the “Ordinary Directors”) and shall also be entitled to remove any director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any director occupying such position). A majority meeting of directors is duly constituted for all purposes if at the commencement of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when meeting there are no vacancies. While physical presence is strongly encouragedpresent in person or by alternate not less than two (2) directors (including the Red Better Director), Directors who provided, however, that if such quorum cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows obtained for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the a Board meeting and will, if so designated in writing after two (2) consecutive notices of Board meetings have been sent by the ParticipantCompany with the first notice providing not less than ten (10) days of prior notice and the second notice providing not less than seven (7) days of prior notice, be authorized to exercise then the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority attendance of the Directors of the Board any director shall constitute a quorum. A quorum is a simple majority (more than half) of The Company shall reimburse the entire Board. A quorum is required directors for the Board to conduct all reasonable out-of-pocket expenses incurred in connection with attending any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at and any time by the Chairperson or by any two committee thereof. Each of Sequoia and Shunwei is entitled to appoint and remove one (21) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice Investor Observer to attend all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf meetings of the Board of the Company and the board of any other Group Company and all committees thereof (whether in reliance upon such approvalsperson, by telephone or other means) in a non-voting observer capacity (the “Investor Observers”). Any actions taken The Investor Observers shall be entitled to receive notices, minutes, and all other materials in relation to the meetings that each of the Group Companies provide to other members of the board of directors or committees, provided, however, that each of the Investor Observers shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. For the avoidance of doubt, the Group Company shall not be obligated to provide the Investor Observers access to any information, as reasonably determined by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting majority of the Board, which shall be a trade secret or the disclosure of which would otherwise constitute a conflict of interests. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) Until the provisions of this Section 2 cease to be effective, to the extent permitted by law, each Stockholder shall vote all voting securities of the ConsortiumCompany over which such Stockholder has voting control, responsible for managementand shall take all other necessary or desirable lawful actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, control and administration director, member of a board committee or officer of the Consortium Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Medical Plan(sCompany and its Subsidiaries shall take all necessary and desirable actions within their control (including, without limitation, calling special board and stockholder meetings), shall be referred to as so that: (i) the "Board authorized number of Directors" (the "Board"). The voting members directors of the Board shall be composed of one representative of each Participant established and representatives of the Joint Committee on Plan Structure maintained at seven (7) and Design will be designated as follows: (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board A) five (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, 5) directors shall be designated in writing by the governing body holders of a majority of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 BRS Shares (the "Plan YearBRS Directors") who shall initially include Step▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Haro▇▇ ▇. ▇▇▇▇▇▇;(▇) Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ll be a director of the Company for so long as he is the duly elected and acting Chief Executive Officer of the Company, and thereafter such directorship shall be held by the duly elected Chief Executive Officer of the Company, and (C) one (1) director shall be designated by the Chief Executive Officer of the Company and subject to the approval of the remainder of the Board who shall initially be Dani▇▇ ▇. ▇'▇▇▇▇▇▇▇▇. (ii) the composition of the board of directors (or similar bodies) of each of the Company's Subsidiaries (a "Sub Board") shall be the same as that of the Board; (iii) any committees of the Board or a Sub Board shall be created only upon the approval of a majority of the voting power of the Board and the composition of each such committee (if any) shall consist of not more than three Persons, at least one of which will be a BRS Director; (iv) any director shall be removed from the Board, a Sub Board or any committee thereof (with or without cause) at the written request of the Stockholder or Stockholders which have the right to designate such director hereunder, but only upon such written request and under no other circumstances; provided, that the holders of Stockholder Shares may remove any director for cause, but the replacement director may only be designated by the Stockholders which have the right to designate such director hereunder; and (v) in the event that any representative designated hereunder for any reason ceases to serve as a member of the Board or a Sub Board or any committee thereof during such representative's term of office, the resulting vacancy on the Board or such Sub Board or committee shall be filled by a representative designated by the Stockholders referred to in clause (i). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, (b) The Company shall be an owner, officer, director, partner, or employee of any contractor or agency retained pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at or any time by the Chairperson or by Sub Board and any two (2) Directorscommittee thereof. Whenever practicableIn addition, the person or persons calling Company shall pay such special meeting shall give at least a three (3) day notice additional compensation to all directors who are not employees of the other Directors. Such notice shall set forth Company or any of its Subsidiaries as the time and place Board so determines. (c) If any party fails to designate a representative to fill a directorship pursuant to the terms of this Section 2, the special meeting as well as election of a detailed agenda of the matters proposed Person to be acted upon. In the event the three (3) day notice cannot be given, each Director such directorship shall be given accomplished in accordance with the Company's bylaws and applicable law (provided that such notice as is practicable under the circumstances. 10party may subsequently remove and replace such Person). In the event that a special meeting any provision of the Company's bylaws or articles of incorporation is impractical due inconsistent with any provision of this Section 2, the Stockholders shall take such action as may be necessary to the nature and/or urgency of amend any action which, such provision in the opinion Company's bylaws or certificate of the Chairperson, is necessary or advisable incorporation to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon remedy such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Boardinconsistency. 11. (d) The Chair provisions of this Section 2 shall terminate automatically and be of no further force and effect upon the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityconsummation of a Qualified Public Offering.

Board of Directors. 1. The governing board (a) So long as the provisions of this Article V remain in effect and in --------- accordance with provisions of Section 5.02 of this Agreement and Section 2.4 of ------------ the Certificate of Designation, each Holder will vote, or give or withhold consent with respect to, all shares of Capital Stock of the Consortium, responsible for management, control and administration of Company now owned or later acquired by such party so that at all times the Consortium and the Medical Plan(s), shall be referred Persons designated to serve as the "Board of Directors" (the "Board"). The voting members of the Board shall of Directors by the Holders pursuant to the provisions of this Article V will be composed of one representative of each Participant elected and representatives remain members of the Joint Committee on Plan Structure Board of --------- Directors; provided, however, that the Holders will not have any obligation to -------- ------- designate, or to cause any individual to serve as, a Holder Representative. No director designated by any Holder or Holders pursuant to the provisions of this Article V may be removed from the Board of Directors by any party to this --------- Agreement without the prior written consent of such Holder or Holders, as applicable. Any Holder may, at any time, terminate its rights under this Article ------- V by providing written notice of such termination to the Company and Design each other - Holder. (b) If any director elected to the Board of Directors after being designated as set forth in Section C(11)), who shall have the authority to vote on any official action taken a candidate for membership by the Persons entitled to designate candidates pursuant to this Article V dies, resigns, is removed or otherwise --------- ceases to serve as a member of the Board of Directors, then the Company shall give notice thereof to the Person entitled to designate such candidate, and such Person shall promptly designate a successor and notify the Board of Directors of its selection, and the Board of Directors shall act promptly to fill the vacancy with such designee in accordance with the Company's bylaws and applicable law; provided, however, that no director designated as a candidate for membership by -------- ------- any Holder or Holders pursuant to the provisions of this Article V may be --------- removed by any party to this Agreement without the prior written consent of such Holder or Holders, as applicable. (c) Within five (5) days after a record date is set for any annual meeting for the election of directors or for the mailing of any consent solicited for such purpose, the Secretary of the Company shall notify each a "Director"Person entitled to designate candidates pursuant to the terms hereof of the upcoming election and anticipated date thereof and shall request that each Person entitled to designate candidates take all necessary action to designate its candidate(s). Each Director, except Person entitled to designate candidates pursuant to the representatives terms hereof shall notify the Secretary of the Joint Committee on Plan Structure and Design, Company at least ten (10) days before such election of such Person's respective candidate(s). A failure by a Person entitled to designate candidates pursuant to the terms hereof to provide such notification shall be deemed to be a designation by such Person of the same candidates, if any, as were last designated by such Person. Any designation pursuant to this Section 5.03(c) --------------- shall be made in writing. (d) The parties hereto hereby agree to cast their votes for, or to give their written consent to, the removal of a member of the Board of Directors at any time upon receipt of instructions in writing to such effect signed by the governing body of Person entitled to designate that member pursuant to the Participantterms hereof. 2. If a Director designated by a Participant cannot fulfill his/her obligations, (e) The Board of Directors shall have no right to fill any vacancy on the Board of Directors for which any reason, as set forth herein, and Person has the Participant desires right to designate a new Director, it must notify candidate pursuant to the Consortium's Chairperson in writing terms hereof unless such vacancy is filled by the designee of its selection the Person having the right to so designate such director. (f) All rights granted to all Holders pursuant to the provisions of this Article V shall expire upon the consummation of a new designee to represent the Participant as a Director. 3Qualified Public Offering. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.---------

Board of Directors. 1. The governing (a) Subject to Section 2.02, the Shareholders agree that the business and affairs of the Company shall be managed through a board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" directors (the "“Board"”) consisting of at least three (3) members (each, a “Director”). The voting members of When electing Directors to serve on the Board Board, each Major Shareholder shall have the right to designate one (1) Director, who shall initially be composed of one representative of those individuals identified on Schedule B hereto, and each Participant and representatives of Director shall hold office until the Joint Committee on Plan Structure and Design (next annual Shareholders’ meeting at which such Director’s successor is designated by the Major Shareholder that designated such Director as set forth in this Section C(112.01(a). (b) Each Shareholder shall vote all Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as Shareholder, director, member of a board committee, or officer of the Company, or otherwise, and whether at a regular or special meeting of the Shareholders or by written consent in lieu of a meeting) to elect to the Board any individual designated by a Major Shareholder pursuant to Section 2.01(a). (c) Each Major Shareholder shall have the right at any time to remove (with or without cause) any Director designated by such Major Shareholder for election to the Board and each other Shareholder shall vote all Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as Shareholder, director, member of a board committee, or officer of the Company, or otherwise, and whether at a regular or special meeting of the Shareholders or by written consent in lieu of a meeting) to remove from the Board any individual designated by such Major Shareholder that such Major Shareholder desires to remove pursuant to this Section 2.01(c). Except as provided in the preceding sentence, unless a Major Shareholder otherwise consents in writing, no other Shareholder shall take any action to cause the removal of any Directors designated by such Major Shareholder. (d) In the event a vacancy is created on the Board at any time and for any reason (whether as a result of death, disability, retirement, resignation, or removal pursuant to Section 2.01(c)), who the Major Shareholder that designated such Director shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires right to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee different individual to represent the Participant as a Director. 3. Directors replace such Director and each other Shareholder shall receive no remuneration from the Consortium for their service vote all Shares over which such Shareholder has voting control and shall serve a term from January 1 through December 31 take all other necessary or desirable actions within such Shareholder’s control (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Directorincluding in its capacity as Shareholder, or any director, member of a Director's immediate family, shall be an owner, officer, director, partnerboard committee, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D officer of the AgreementCompany, each Director shall be entitled to one vote. A majority of the entire Boardor otherwise, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, whether at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson regular or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the BoardShareholders or by written consent in lieu of a meeting) to elect to the Board such individual designated by such Major Shareholder. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board Promptly after such time as Sub purchases Shares pursuant to the Offer (but subject to the satisfaction of the ConsortiumMinimum Condition), responsible for managementSub shall be entitled, control and administration to the fullest extent permitted by law, to designate at its option up to that number of directors, rounded to the nearest whole number, of the Consortium Company's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by Sub equal to the aggregate voting power of the shares of Common Stock held by Parent or any of its Subsidiaries; provided, however, that in the event that Sub's designees are elected to the Board of Directors of the Company, until the Effective Time, such Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Medical Plan(sCompany (the "Independent Directors"); and provided, further that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Directors shall, to the fullest extent permitted by law, designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Following the election or appointment of Sub's designees pursuant to this Section 7.10 and prior to the Effective Time, (A) any amendment, or waiver of any term or condition, of this Agreement or the Restated Certificate of Incorporation or Bylaws of the Company and (B) any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require the concurrence of a majority of the Independent Directors and no other action by the Company, including any action by any other director of the Company, shall be referred required for purposes of this Agreement. To the fullest extent permitted by applicable law, the Company shall take all actions requested by Parent which are reasonably necessary to as effect the "Board election of Directors" (any such designee, including mailing to its stockholders the "Board"). The voting members Information Statement containing the information required by Section 14(f) of the Board shall be composed of one representative of each Participant Exchange Act and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth hereinRule 14f-1 promulgated thereunder, and the Participant desires Company agrees to designate a new Director, it must notify make such mailing with the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D mailing of the Agreement, each Director Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting included in the meeting upon confirmation that communication is Information Statement with all participants as it progresses. 7respect to Sub's designees). Each Participant may designate in writing an alternate Director Parent and Sub will be solely responsible for any information with respect to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting either of them and willtheir nominees, if so designated in writing officers, directors and affiliates required by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half14(f) of the entire BoardExchange Act and Rule 14f-1 promulgated thereunder. A quorum is required for In connection with the Board foregoing, the Company will promptly, at the option of Parent, to conduct any business. This quorum requirement is independent the fullest extent permitted by law, either increase the size of the voting requirements set forth in Section C(6). The Company's Board shall meet on an annual basis, at a time and place within of Directors and/or obtain the State resignation of New York determined by a vote such number of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice its current directors as is necessary to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed enable Sub's designees to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due elected or appointed to the nature and/or urgency Company's Board of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Boardas provided above. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing Promptly after such time as Newco purchases ------------------ Shares pursuant to the Offer (but subject to the satisfaction of the Minimum Condition), Newco shall be entitled, to the fullest extent permitted by Law, to designate at its option up to that number of directors, rounded to the nearest whole number, of the Company's board of the Consortiumdirectors, responsible for management, control and administration subject to compliance with Section 14(f) of the Consortium 1934 Act, as will make the percentage of the Company's directors designated by Newco equal to the aggregate voting power of the Shares held by Parent; provided, however, that in the event that Newco's designees are elected to the board of directors of the Company, until the Effective Time, such board of directors shall, if requested by Parent have two directors who are directors on the date of this Agreement and who are not officers or Affiliates of the Medical Plan(sCompany or any Company Subsidiaries or officers or Affiliates of Parent or any of its Subsidiaries (the "Independent Directors"); and provided, further that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Directors shall, to the fullest extent permitted by Law, designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers or Affiliates of the Company or any Company Subsidiaries, or officers or Affiliates of Parent or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Following the election or appointment of Newco's designees pursuant to this Section 7.11 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Restated Articles of Incorporation or Bylaws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Newco or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the board of directors with respect to this Agreement, will require the concurrence of a majority of the Independent Directors and no other action by the Company, including any action by any other director of the Company, shall be referred required for purposes of this Agreement. To the fullest extent permitted by Applicable Law, the Company shall take all actions requested by Parent which are reasonably necessary to as effect the "Board election or appointment of Directors" (any such designee, including mailing to its shareholders the "Board"). The voting members Information Statement containing the information required by Section 14(f) of the Board shall be composed of one representative of each Participant 1934 Exchange Act and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth hereinRule 14f-1 promulgated thereunder, and the Participant desires Company agrees to designate a new Director, it must notify make such mailing with the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D mailing of the Agreement, each Director Schedule 14D-9 (provided that Newco shall have provided to the Company on a timely basis all information required to be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting included in the meeting upon confirmation that communication is Information Statement with all participants as it progresses. 7respect to Newco's designees). Each Participant may designate in writing an alternate Director Parent and Newco will be solely responsible for any information with respect to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting either of them and willtheir nominees, if so designated in writing officers, directors and Affiliates required by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half14(f) of the entire Board1934 Act and Rule 14f- 1 promulgated thereunder. A quorum is required for In connection with the Board foregoing, the Company will promptly, at the option of Parent, to conduct any business. This quorum requirement is independent the fullest extent permitted by Law, either increase the size of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within Company's board of directors and/or request the State resignation of New York determined by a vote such number of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice its current directors as is necessary to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed enable Newco's designees to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due elected or appointed to the nature and/or urgency Company's board of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Boarddirectors as provided above. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. (a) The governing board Board shall initially be composed of eleven members (each a Director) of whom: (i) two individuals shall be nominated by Idamante until such time as Idamante ceases to hold at least 10% of the Consortium, responsible for management, control and administration Shares; (ii) two individuals shall be nominated by AAIL until such time as AAIL ceases to hold at least 10% of the Consortium Shares; (iii) two individuals shall be nominated by AHCL until such time as AHCL ceases to hold at least 10% of the Shares; (iv) two officers of the Company consisting of the Chief Executive Officer and the Medical Plan(s)President and Chief Commercial Officer (or, if such office is eliminated, such other officer of the Company as may be determined by the Nominating and Corporate Governance Committee) who shall be referred nominated by the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee; and (v) three individuals nominated by the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee and subject to Section 2.4, that meet the then-current standards to qualify as an independent director under the "Exchange Act. (b) In the event that any of the Majority Sponsors ceases to hold at least 10% of the Shares but holds at least 5% of the Shares then from that time forward such Majority Sponsor shall only have the right to nominate one individual to the Board. (c) In the event that any of the Majority Sponsors holds less than 5% of the Shares, then from that time forward such Majority Sponsor shall no longer have the right to nominate any individuals to the Board. (d) Upon any decrease in the number of Directors that a Majority Sponsor is entitled to nominate to the Board pursuant to paragraphs (b) or (c) of Directors" this Section 2.1, then such Majority Sponsor shall take all action necessary to procure that the relevant number of its Majority Sponsor Directors shall immediately tender resignation as a Director, unless such Majority Sponsor’s percentage ownership of the Shares has decreased as a result of the issuance of new Shares by the Company and not as a result of that Majority Sponsor Selling any Shares, in which case the relevant Majority Sponsor Directors shall complete their current term and tender resignation as a Director at the end of such term. (e) If the "resignation of a Majority Sponsor Director tendered pursuant to Section 2.1(d) is with respect to paragraph (b) of this Section 2.1 and such resignation is accepted by the Board"). The voting members , then the size of the Board shall be composed reduced accordingly. If such resignation is with respect to paragraph (c) of one representative of each Participant this Section 2.1 and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken such resignation is accepted by the Board (each a "Director"). Each DirectorBoard, except then the representatives of the Joint Committee on Plan Structure and Design, vacancy shall be designated filled as provided in writing by the governing body Company’s memorandum and articles of the Participantassociation. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No f) Any Majority Sponsor Director may represent more than one Participant. 5. No Director, be removed (with or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than halfwithout cause) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two applicable Majority Sponsor who appointed such Majority Sponsor Director upon notice to the Company. (2g) Directors. Whenever practicableUpon the death, resignation, retirement, incapacity, disqualification or, pursuant to Section 2.1(f), the person removal (with or persons calling without cause) of any Majority Sponsor Director, the applicable Majority Sponsor shall have the right to nominate the individual to fill the resulting vacancy, subject to Sections 2.1(a) through 2.1(c). (h) Save as provided in paragraph (i) of this Section 2.1, the Company shall pay to each Majority Sponsor in respect of each Director appointed by such special meeting Majority Sponsor, (a) a director’s fee in the amount per annum that is paid by the Company to each Independent Director, and (b) all out-of-pocket travel expenses incurred by such Majority Sponsors’ representatives in the performance of his duties as a Director, including, without limitation, in connection with attendance at Board and Board committee meetings by such representative. (i) The Parties hereby agree that AAIL shall give at least be entitled to receive a three monitoring fee in the amount it otherwise would have been entitled to receive in directors’ fees pursuant to paragraph (3h) day notice and AAIL hereby waives its right to all receive directors’ fees pursuant to paragraph (h). (j) The Sponsors and the Syndicatees shall each vote their Shares and any other Securities of the other Directors. Such notice shall set forth Company (to the time and place extent such Securities have voting rights) at any annual general or extraordinary general meeting of the special meeting as well as a detailed agenda shareholders of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as Company at which action is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf with respect to the election of Directors, or in any written consent or resolution in lieu of such a meeting of shareholders, to cause the election or re-election, as applicable, of the ConsortiumMajority Sponsor Directors and the Management Directors and, if requested by a Majority Sponsor, the Chairperson may send resolutions regarding said actions via electronic communication Company, the other Sponsors and the Syndicatees shall take all necessary action to each call and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon hold such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11shareholders of the Company, and shall take all other actions necessary to ensure the continued election to the Board of the Majority Sponsor Directors, and shall not take any actions which are inconsistent with the intent and purpose of the foregoing. The Chair Company shall take all actions necessary to cause the Majority Sponsor Directors and the Management Directors to be elected or re-elected, as applicable, to the Board and to ensure the continued election to the Board of the Joint Committee on Plan Structure Majority Sponsor Directors and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Management Directors and shall not take any actions which are inconsistent with the intent and purpose of the foregoing. (k) The Sponsors and the Syndicatees shall each vote their Shares and any other Securities of the Company (to the extent such Securities have voting rights) at any annual general or extraordinary general meeting of the same rights shareholders of the Company, or in any written consent in lieu of such a meeting of shareholders, to cause the removal of a Majority Sponsor Director, if the Majority Sponsor who nominated such Director designates such Director for removal and obligations as shall take all other Directorsactions necessary to cause such removal and shall not take any actions which are inconsistent with the intent and purpose of the foregoing. The Joint Committee on Plan Structure and Design may designate Except in writing alternate accordance with the foregoing, no Sponsor or Syndicatee shall vote its Shares or any other Securities of the Company (to the extent such Securities have voting rights) at any annual general or extraordinary general meeting of the shareholders of the Company, or in any written consent or resolution in lieu of such a meeting of shareholders, to cause the removal of a Majority Sponsor Director. (l) Each Party shall instruct its nominated Directors to attend exercise their voting rights on the Board’s meetings when Board (to the Labor Representatives cannot attend. The alternate Director may, if designated extent permitted by applicable Law) in writing, be authorized a manner consistent with the rights of the Parties under this Section 2.1 so as to exercise effectuate and preserve the Labor Representatives’ voting authorityintent of the Parties as set out herein.

Board of Directors. 1(i) The Company’s Memorandum and Articles shall provide that the Company’s Board shall consist of eight (8) members, which number of members shall not be changed except pursuant to an amendment to the Memorandum and Articles. The governing board of Parties agree to cause the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members composition of the Board shall to be composed determined as follows: (a) the holders of one representative of each Participant and representatives a majority of the Joint Committee on Plan Structure and Design voting power of the outstanding Ordinary Shares (as set forth in Section C(11)), who excluding the Ordinary Shares which the Preferred Shares are converted or convertible into) shall have the authority right to vote designate three (3) directors on any official action taken by the Board (each a "Director"the “Ordinary Directors”). Each Director, except the representatives one of the Joint Committee on Plan Structure and Design, which shall be designated in writing by GUO Quji, (b) the governing body holder(s) of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires majority of Series A Preferred Shares shall have right to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicabledirectors (each, a “Series A Director”) on the Board, (c) the holder(s) of a majority of Series B Preferred Shares shall have right to designate one (1) director (the “Series B Director”, (d) TBP shall have right to designate one (1) director (the “TBP Director”, together with the Series A Directors and Series B Director, the person “Preferred Directors”) on the Board, as long as TBP or persons calling such special meeting shall give any of its parent corporation, subsidiary, its fund manager or other funds managed by its fund manager holds at least a three one percent (31%) day notice to all outstanding Shares of the other Directors. Such notice Company (on an as-converted and fully-diluted basis), and (e) an additional director on the Board (the “Other Director”) who shall set forth the time and place initially be ▇▇▇ ▇▇▇ (刘俊); provided any change of the special meeting as well as a detailed agenda Other Director shall require approval of the matters proposed holders of 67% of the voting power of the outstanding Shares (voting together as one class and on an as-converted basis), and the candidate to be acted upon. In replace the event the three (3) day notice cannot be given, each Other Director shall be given such notice designated mutually by the holders of a majority of the voting power of the outstanding Ordinary Shares (excluding the Ordinary Shares which the Preferred Shares are converted or convertible into) and the holders of no less than ninety percent (90%) of the voting power of the outstanding Preferred Shares (voting together as one class and on an as-converted basis), and shall be subject to approval by the holders of 67% of the voting power of the outstanding Shares (voting together as one class and on an as-converted basis). Each member of the Company’s Board has one vote at any Board meeting; provided that if there is practicable under a tie in a Board voting, GUO Quji shall cast two (2) votes to break the circumstancestie. 10. In the event that a special meeting is impractical due to the nature and/or urgency of (ii) There shall be no vacancy for any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf directors of the Board in reliance upon such approvals. Any actions taken which is caused by the Chairperson pursuant removal of any director. Subject to Section 9.2(ii) below, (a) upon retirement or resignation of a director, the shareholder or shareholders originally appointed such director shall use its/their best efforts to designate a candidate to the Board replace such director within fifteen (15) days after the retirement or resignation of such director, in accordance with the same procedures set forth in this paragraph Agreement and the Memorandum and Articles; (b) the shareholder or shareholders shall be ratified at not remove any director it/they originally appointed before designating a candidate to the next scheduled meeting Board to replace such director, in accordance with the same procedures set forth in this Agreement and the Memorandum and Articles. Notwithstanding anything to the contrary hereof, if there is any vacancy to the Board as a result of the retirement, resignation or removal of a director , then to the extent such vacancy still exists, and further to the extent the required time limit for replacing such director as specified above does not expire (in case of retirement or resignation of a director), the Board with any such foregoing vacancy shall not pass or adopt any resolutions which will unfairly or adversely affect any underrepresented shareholder(s) of the Company who is entitled to appoint director(s) to the Board. 11. The Chair (iii) Unless otherwise agreed by the holders of two thirds of the Joint Committee voting power of the outstanding Shares (voting together as one class and on Plan Structure an as-converted basis), including holders of a majority of Series C Prefered Shares, each Group Company shall, and Design and any At-Large Labor Representatives the Parties hereto shall cause (as defined in Section Ki) each Group Company to have a board of directors (collectively the “Labor RepresentativesSubsidiary Board”), (ii) shall serve as Directors and shall have the size of each Subsidiary Board at all times be the same rights and obligations size as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when , and (iii) the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized composition of each Subsidiary Board to exercise at all times consist of the Labor Representatives’ voting authoritysame persons as directors as those then on the Board.

Board of Directors. 1. The governing board (a) Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event (as defined below) shall have occurred, the Stockholder shall have the right to designate one person to be nominated to serve on the Board (the “Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than the deadline for receipt of a stockholder proposal to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, with respect to any meeting of the ConsortiumCompany’s stockholders at which directors of Class III are to be elected (or, responsible if the Company’s Certificate of Incorporation no longer provides for managementthe division of directors into three (3) classes, control and administration any meeting of the Consortium Company’s stockholders at which directors are to be elected) (any such meeting, an “Applicable Election”). (b) The Stockholder will, in connection with such nomination, (i) provide such additional information about the Nominee as reasonably requested by the Nominating and Corporate Governance Committee of the Medical Plan(s), shall be referred to as Board or other relevant committee of the "Board that oversees nominations of Directors" (the "Board"). The voting members of the Board (the “Committee”) and (ii) cause the Nominee to be reasonably available for interviews and discussions with the Committee. (c) For so long as the Company’s Certificate of Incorporation shall provide for the division of directors into three (3) classes, the Nominee shall be composed designated as a Class III director. The initial Nominee shall be ▇▇▇▇▇▇▇▇ Box, and the Company hereby confirms that such initial Nominee has been reviewed by and is acceptable to, and has been consented to by, the Committee and the Board. (d) Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that (i) the Nominee is included in the Board’s slate of one representative of each Participant and representatives nominees submitted to the stockholders for election as directors at the next Applicable Election; (ii) the Nominee is included in the proxy statement prepared by management of the Joint Committee on Plan Structure Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of the Nominee; (iv) the Company supports the Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and Design (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Nominee to the Board at each Applicable Election. (e) If there is a Nominee Rejection (as set forth in defined below) pursuant to Section C(11))1(m) hereof, who then the Stockholder shall have the authority right to vote on any official action taken designate an alternate person to be nominated for election by the Board (the “Alternate Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of notice of the Nominee Rejection. (f) The Stockholder will, in connection with such nomination, (i) provide such additional information about the Alternate Nominee as reasonably requested by the Committee and (ii) cause the Alternate Nominee to be reasonably available for interviews and discussions with the Committee. (g) Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that: (i) the Alternate Nominee is included in the Board’s slate of nominees submitted to the Company’s stockholders for election as directors at the next Applicable Election; (ii) the Alternate Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of the Alternate Nominee; (iv) the Company supports the Alternate Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Alternate Nominee to the Board at each Applicable Election. (h) The Company shall work in good faith with the Stockholder to identify and pre-clear Nominees and Alternate Nominees, as the case may be, and take such other actions as reasonably requested by the Stockholder to assist the Stockholder in submitting Nominees or Alternate Nominees, as the case may be, that will not result in a "Director"Nominee Rejection under Section 1(m) hereof. (i) Notwithstanding anything to the contrary contained in this Agreement, the rights of the Stockholder under this Agreement shall terminate automatically (the “Termination Event”) upon the Stockholder, together with its Related Parties, ceasing to Beneficially Own for a period of twenty (20) consecutive trading days, in the aggregate, at least Twenty-Two Million Five Hundred Thousand (22,500,000) shares of Common Stock (the “Minimum Shares”). Each DirectorThe Stockholder shall notify the Company within three (3) Business Days after the occurrence of a Termination Event. (j) Prior to a Termination Event, except the representatives if a vacancy occurs because of the Joint Committee on Plan Structure and Designdeath, shall be designated in writing by disability, disqualification, resignation or removal of a Nominee or Alternate Nominee, as the governing body case may be, as a member of the Participant. 2Board, the Company shall provide notice of such vacancy to the Stockholder within five (5) Business Days of such vacancy. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director The Stockholder shall be entitled to one vote. A majority designate such person’s successor (the “Vacancy Nominee”) by giving written notice to the Company within thirty (30) days of the entire Board, not simply those present, is required for date the Board to take any official action, unless otherwise specified in this AgreementStockholder receives notification of the vacancy from the Company. The Stockholder will provide the Company with such additional information about the Vacancy Nominee as reasonably requested by the Committee and cause the Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. Any successor that is appointed to fill a vacancy pursuant to this Section 1(j) shall have the right to serve until the next Applicable Election, or until his/her successor is elected and duly qualified. (k) If there is a Nominee Rejection with respect to a Vacancy Nominee, then the Stockholder shall have the right to designate an alternative person to fill the vacancy (the “entire BoardAlternative Vacancy Nominee”, ) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of notice of the Nominee Rejection. The Stockholder will provide the Company with such additional information about the Alternative Vacancy Nominee as used herein reasonably requested by the Committee and elsewhere cause the Alternative Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. (l) Notwithstanding anything to the contrary contained in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board avoidance of doubt, the Stockholder shall only have the right to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, nominate or designate one person at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well serve as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf member of the Board in reliance accordance with the terms and conditions of this Section 1, and in no event will the Company or the Board be obligated to nominate or designate a person to the Board that, upon such approvals. Any actions taken person’s election by the Chairperson pursuant to this paragraph shall be ratified at stockholders of the next scheduled meeting Company or appointment by the Board, would result in more than one nominee or designee of the Stockholder serving as a member of the Board. 11. The Chair (m) Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to appoint to the Board, cause to be nominated for election to the Board or recommend to the stockholders the election of any person the appointment, nomination or recommendation of whom the Board or the Committee determines in good faith, after consultation with and upon the advice of outside legal counsel, would constitute a breach of its fiduciary duties (a “Nominee Rejection”); provided, however, that upon the occurrence of a Nominee Rejection, the Company shall promptly notify the Stockholder of the Joint Committee occurrence of such Nominee Rejection and permit the Stockholder to provide an alternate person in accordance with the applicable provisions hereof (Section 1(e) for a Nominee or Alternate Nominee for election at stockholder meetings and Section 1(j) and Section 1(k) for a Vacancy Nominee or Alternative Vacancy Nominee for filling vacancies on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when ) and the Labor Representatives cannot attend. The Company shall use commercially reasonable efforts to perform its obligations hereunder with respect to such alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authoritynominee.

Board of Directors. 1. (i) The governing board Company shall have, and the Parties agree to cause the Company to have, a Board consisting of eleven(11) Directors and the details of which are set forth as follows: (a) the Founders (provided that the Founders’ right under this Section 14 shall terminate if (A) the Founders cease to collectively hold a majority of the Consortium, responsible for management, control and administration Ordinary Shares that they hold as of the Consortium and date of the Medical Plan(s)Closing, (B) Founder I resigns from the position as the chief executive officer of the Company, or (C) Founder I is involuntarily terminated or dismissed as the chief executive officer of the Company for Cause or Leave/Disability) shall be referred entitled to as the "Board nominate six (6) Directors of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "“Management Director"”). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant.; 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director b) Tencent shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present nominate at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the least two (2) Directors of the Board (each a “Series E Director”); (c) Offshore Sequoia shall constitute a quorum. A quorum is a simple majority be entitled to nominate one (more than half1) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote Director of the Board. The Board ; (d) Fenghuang Fuju shall hold an annual meeting be entitled to nominate one (the “Annual Meeting”1) in September of each Plan Year. 9. Special meetings Director of the Board may be called at any time by the Chairperson or by any two Board; and (2e) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director Cai SPV shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due entitled to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting nominate one (1) Director of the Board. 11. The Chair (ii) Upon the request of any Series E Director, any Subsidiary of the Joint Committee on Plan Structure Company shall, and Design and any At-Large Labor Representatives the Parties shall cause such Subsidiary of the Company to have (as defined in Section Ka) a board of directors or similar governing body (collectively the “Labor RepresentativesSubsidiary Board”), (b) shall serve as Directors and shall have the authorized size of the Subsidiary Board at all times be the same rights authorized size as the Board and obligations (c) the composition of the Subsidiary Board to at all times consist of the same Persons as all other Directors. The Joint Committee directors (and observers, if any) as those then on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when . (iii) Upon the Labor Representatives cannot attend. The alternate Director mayrequest of Tencent, if designated in writingeach Domestic Company shall, and other Warrantors shall cause such Domestic Company to, promptly make at least one (1) Person appointed by Tencent to be authorized to exercise the Labor Representatives’ voting authoritysupervisor (监事) of such Domestic Company.

Board of Directors. 1. The governing board Each of Seller and Purchaser (each, a "Stockholder" and collectively, the Stockholders") hereby agrees that such Stockholder will, at all times after the date of this Agreement, vote all shares of Common Stock now or hereafter owned by such Stockholder at any meeting of stockholders of the Consortium, responsible for management, control Company and administration in whatever other manner is necessary (consent or otherwise) to ensure that the Board of Directors of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" Company (the "Board") will at all times consist of at least one but not more than three directors, with the number of authorized directors being as set forth herein or as fixed by the directors from time to time. After the date hereof, subject to the first sentence above, the Stockholders agree to vote their Common Stock in whatever manner so that the number of directors will at all times consist of at least three persons: (i) one of whom shall be designated by Seller; (ii) one of whom shall be designated by Purchaser; and (iii) one of whom shall be the President of the Company; provided, however, that if an Event of Default occurs (as defined in the Promissory Note). The voting members , then the director designated by Purchaser shall be deemed to have resigned effective as of the date of such Event of Default, and the right of Purchaser to designate a person for election to the Board of Directors shall immediately terminate and the President of the Company shall be deemed to have resigned as a member of the Board effective as of the date of such Event of Default, and the right of the President to be a member of the Board shall immediately terminate; provided further, however, that if no Event of Default has occurred, then on and after December 31, 2004, this Section 7.1 shall terminate and be composed of one representative of each Participant no further force or effect, and representatives the stockholders of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who Company shall have the authority right to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreementelect directors. The “entire Board”, as used herein and elsewhere Company will reimburse each director for all reasonable out-of-pocket expenses incurred by such director in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at connection with attending any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11)or other Board function. 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. (a) The governing Corporation shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), and each of the ConsortiumHolders agrees to take all action necessary in his capacity as a stockholder, responsible for managementincluding, control and administration without limitation, the voting of his, her or its Series B Preferred Shares of the Consortium and Corporation, the Medical Plan(s)execution of written consents, shall be referred to as the "calling of special meetings, attendance at meetings in person or by proxy, the removal of directors, the filling of vacancies on the Board of Directors" , the waiving of notice and the attending of meetings, so that: (i) the authorized number of directors on the Corporation's board of directors (the "BoardBOARD") shall be established at eight (8) directors, four (4) of whom shall be designated by the Investor, who shall initially be Michael E. Heisley, Sr., Sta▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ily ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇rr▇ ▇▇▇▇; (ii) the Investor shall have the right to designate one-half of the board of directors of each of the Corporation's Subsidiaries (a "SUB BOARD"). ; (iii) the removal from the Board or a Sub Board of the Investor Directors shall be only upon the request of the Investor; and (iv) in the event that any Investor Director for any reason ceases to serve as a member of the Board or a Sub Board during his term of office, the resulting vacancy on the Board or the Sub Board shall be filled by the Investor. (b) The voting Corporation shall pay all out-of-pocket expenses incurred by each director in connection with attending regular and special meetings of the Board, any Sub Board and any committee thereof. (c) At any election of members of the Board or any Sub Board, the initial Investor Directors identified in SECTION 3(A) above or initially designated to serve on a Sub Board shall continue to be composed the designated Investor Directors unless and until the Investor designates a different representative. (d) In order to ensure that the Corporation will implement the acts that the Investor has the right to direct pursuant to SECTION 2(B)(II) hereof, the resignations of one representative of each Participant Moore and representatives Magiera (the "RESIGN▇▇▇ DIREC▇▇▇▇") as directors of the Joint Committee Corporation have been executed and delivered to the Investor. If the BT Loan is not Discharged at or before its maturity date and the Board or a Sub Board fails or refuses to adopt or approve an Investor's Bridge Transaction that has been recommended or approved by all of the Investor Directors, and such failure or refusal is other than as a result of a proposed Alternate Bridge Transaction that is on Plan Structure and Design substantially equivalent or better terms as the Investor's Bridge Transaction (as set forth determined in accordance with Section C(11)2(c) hereof), who then the Investor may at any time thereafter tender the resignations to the Corporation, upon which the resignations shall become effective. If directors are appointed to fill the resulting vacancies, the Investor shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure sole and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires exclusive right to designate a and appoint the new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 directors (the "Plan YearREPLACEMENT DIRECTORS"). 4) to fill the vacancies, and such directors will be considered Investor Directors. No Director may represent more than one Participant. 5. No DirectorFollowing the Corporation's approval and consummation of the Investor's Bridge Transaction or a Discharge of the BT Loan, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained the Investor will take all appropriate actions reasonably requested by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D Corporation to obtain the resignation of the Agreement, each Director shall be entitled Replacement Directors and to one vote. A majority of re-appoint the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Resigning Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency Corporation's board of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Boarddirectors. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 14.1.1. The governing Company shall form and maintain a board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" directors (the "Board")) that shall have the powers and authority set forth in this Section, the Articles of Association and under the Companies Act. The voting Board shall consist of four members, two of which will be appointed by AAK and two of which will be appointed by Enzymotec. Members of the Board shall serve until they are removed by the Partner who appointed such member or until they resign. Any vacancy on the Board shall be filled promptly by the applicable Partner. The initial members of the Board shall be composed of one representative of each Participant A▇▇▇▇ ▇▇▇▇, B▇▇▇ ▇▇▇, R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and representatives H▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇. 4.1.2. The Board shall have all the power and authority to make all the decisions concerning the objectives and purposes of the Joint Committee on Plan Structure and Design (as Company set forth in Section C(11))herein. 4.1.3. The Board shall have a chairman from among its members for a period of two years at a time and AAK and Enzymotec shall alternately each two years have the right to appoint the chairman; AAK having the right to appoint the first chairman, to serve until December 31, 2008 and who shall be R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. The chairman shall not have any casting vote at meetings with the authority to vote on any official action taken by Board. 4.1.4. It is envisaged that the Board (each a "Director")shall meet every quarter, or at such intervals as required for the purposes set forth herein. Each Director, except the representatives The chairman of the Joint Committee on Plan Structure and Design, Board shall ensure that Board meetings are held whenever necessary. The Board shall be designated convened upon request by a member of the Board by at least 14 days written notice. Such notice shall be in the English language and shall state the time, place and agenda of the meeting and shall be sent to each member of the Board by registered air mail, telefax or e-mail to the respective address, telefax number or e-mail address which shall have been informed in writing by the governing body each member of the ParticipantBoard to the chairman of the Board. 24.1.5. If a Director designated Members of the Board shall not receive any fees or other compensation from the Company. 4.1.6. Members of the Board may participate in meetings of the Board by a Participant cannot fulfill his/her obligationsmeans of telephone, for any reasonvideo-conferencing or similar communication equipment, as set forth herein, provided that all persons participating in the meeting can hear each other and provided also that all resolutions passed at meetings held by such communication equipment must be recorded in minutes signed by all of the Participant desires to designate a new Director, it must notify the Consortium's Chairperson participating board members. A resolution in writing signed by all board members elected for the time being shall be valid and effectual as if it had been a resolution passed at a meeting of its selection of a new designee to represent the Participant as a DirectorBoard duly convened and held. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 64.1.7. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, all approvals, disapprovals and other actions to be taken by the Board shall mean be taken unanimously by all the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically Board members present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attenda meeting. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors quorum for all meetings of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice directors. The Board may adopt other rules and procedures, not inconsistent with this Agreement, relating to all the conduct of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstancesBoard’s affairs. 104.1.8. In the event that a special meeting is impractical due decision cannot be made by way of unanimous vote, such matter shall be postponed to the nature and/or urgency next Board meeting. Should no decision be made at such second Board meeting, then the Partners shall consider the matter for a six (6) month period and endeavor to make a decision at a third board meeting. Should no decision be made at such Board meeting, then either Partner may refer the matter to the Board of any action whichAAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations during an additional thirty (30) day period. Has the matter not been resolved after such period then the Partners shall enter into the Buy-Sell procedure set out in the opinion Section 13.2. Section 13.3 shall apply mutatis mutandis after such procedure. 4.1.9. The members of the Chairperson, is necessary or advisable Steering Committee shall have the right to be taken on behalf participate in all Board meetings unless the Board in a particular case otherwise decides. The members of the Consortium, Steering Committee shall be invited to the Chairperson may send resolutions regarding said actions via electronic communication to each and all of meetings in accordance with the Directorsprocedure set out in 4.1.4. They shall not have any voting rights at such meetings. 4.1.10. The Directors may then electronically communicate their approval or disapproval rules of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf procedure of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Boardas set out in Schedule 4.1.10. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing (a) From and after the date hereof and until the provisions of this Section 1 cease to be effective, each Stockholder shall vote all of his, her or its Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of directors on the Company’s board of directors (the Consortium, responsible for management, control and administration “Board”) shall initially be established at nine (9) directors (or such greater or lesser number as determined from time to time by the holders of a majority of the Consortium and Stockholder Shares then outstanding); (ii) the Medical Plan(sfollowing persons shall initially be elected to the Board: (A) five (5) representatives designated by the Investor (the “Investor Directors”); (B) three (3) representatives designated by Parallex, LLC (“Parallex”) (the “Parallex Directors”); (C) the chief executive officer of the Company (the “Executive Director”). (iii) the composition of the board of directors of each of the Company’s subsidiaries, or the equivalent if the subsidiary is not a corporation, (a “Sub Board”) shall be referred the same as that of the Board, except as otherwise agreed by the Board; (iv) the removal from the Board or a Sub Board (with or without cause) of any Investor Director, Parallex Director or the Executive Director shall be only upon the written request of the person or persons originally entitled to designate such director pursuant to Section 1(a)(ii) above; provided that if the Executive Director ceases to be an employee of the Company and its subsidiaries, he or she shall be removed as a director promptly after his employment ceases on a date specified by the "Board of Directors" Investor; and (v) in the "Board"). The voting members event that any representative designated hereunder for any reason ceases to serve as a member of the Board or a Sub Board during his or her term of office, the resulting vacancy on the Board or the Sub Board shall be composed of one filled by a representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken designated by the Board person or persons originally entitled to designate such director pursuant to Section 1(a)(ii) above. (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, b) There shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special least three meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directorsduring every fiscal year. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance Company shall pay all out-of-pocket expenses incurred by each director in connection with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting attending regular and special meetings of the Board, any Sub Board and any committee thereof. 11. The Chair (c) If any party fails (but is otherwise entitled) to designate a representative to fill a directorship pursuant to the terms of this Section 1, the Joint Committee on Plan Structure election of a person to such directorship shall be accomplished in accordance with the By—Laws and Design applicable law; provided that the parties shall take all necessary actions to remove such individual if the party or parties which failed (and any At-Large Labor Representatives (as defined in Section Kare otherwise entitled) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may to designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authoritysuch a representative so directs.

Board of Directors. 1. The governing board In the event FKWW and the other parties thereto consummate the purchase of the Consortium, responsible for management, control and administration Company Stock from the ▇▇▇▇▇▇▇▇▇ Sellers pursuant to the ▇▇▇▇▇▇▇▇▇ Purchase Agreement prior to the Closing of the Consortium Merger, FKWW shall, from and after such closing, be entitled to designate, at its option, upon notice to the Medical Plan(s)Company, shall be referred up to as that number of directors, rounded to the "nearest whole number, of the Company's Board of Directors" , subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by FKWW equal to the aggregate voting power of the Shares of Company Stock held by FKWW or any of its Subsidiaries (after giving effect to the conversion of the Class A Stock to Class B Stock and the conversion of any Class C Stock and any Convertible Notes then held by FKWW or its Subsidiaries into Class B Stock); provided, however, that the Company shall not be obligated and need not appoint any designee or designees to the Board of Directors of the Company who, in the Board's good faith judgment, are not fit to be Directors of the Company; and provided, further, that in the event that FKWW designees are elected to the Board of Directors of the Company, such Board of Directors shall have, until the Effective Time, at least two directors who are Class B Directors on the date of this Agreement (the "BoardContinuing Directors"), and provided, further that, in such event, if the number of Continuing Directors shall be reduced below two for any reason whatsoever, the remaining Continuing Directors shall be permitted to designate an individual to fill such vacancy who would be an "independent director" under the rules of the New York Stock Exchange (such designee to be deemed to be a Continuing Director for purposes of this Agreement) or, if no Continuing Directors then remain, the other directors shall designate two individuals to fill such vacancies who shall not be officers, directors, employees or Affiliates of FKWW or any of its Affiliates and shall otherwise be "independent directors" under the rules of the New York Stock Exchange (each designee to be deemed to be a Continuing Director for purposes of this Agreement). The voting members To the fullest extent permitted by applicable law, the Company shall take all actions requested by FKWW which are reasonably necessary to effect the election of any such designee or designees, including the inclusion in the Information Statement, or a separate mailing, of the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the making of such mailing as part of the Information Statement or otherwise, as requested by FKWW (provided that FKWW shall have provided to the Company on a timely basis all information required to be included with respect to FKWW designees). In connection with the foregoing, the Company will promptly either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable FKWW designees to be elected or appointed to the Company's Board of Directors as provided above. Following the election or appointment of FKWW's designees pursuant to this Section 6.8 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Amended and Restated Certificate of Incorporation or Restated By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of FKWW or FKW Sub or waiver or assertion of any of the Company's rights hereunder, or any other consents or actions by the Board of Directors with respect to this Agreement or the Guaranty, will require, and will require only, the concurrence of a majority of the Continuing Directors, except to the extent that applicable law requires that such action be acted upon by the full Board of Directors, in which case such action will require the concurrence of a majority of the Directors, which majority shall include each of the Continuing Directors, and no other action by the Company shall be required for purposes of this Agreement. After the date of this Agreement, until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement, FKWW will not exercise any rights it may have as a stockholder of the Company to effect a change in the composition of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required Company, except as provided for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in this Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year6.8. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing (a) Following the Closing, the board of the Consortium, responsible for management, control and administration directors of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" Company (the "“Board"). The voting ”) shall consist of four (4) members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11))each, who shall have the authority to vote on any official action taken by the Board (each a "“Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"”). 4. No Director may represent more than one Participant. 5. No Director(b) Following the Closing, or (i) for so long as AIL holds any member of a Director's immediate familyClass A Shares, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director AIL shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of appoint three (3) Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual MeetingAIL Directors”) in September by written notice to the Company and, (ii) for so long as Yunfeng holds any Class B Shares, Yunfeng shall be entitled to appoint one (1) Director (the “YF Director”) by written notice to the Company. Following the Closing, the Company shall cause the appointment or election of each Plan YearDirector nominated by AIL or Yunfeng to the Board. 9. Special meetings of (c) For so long as AIL has the Board may be called right to appoint the AIL Directors pursuant to Section 4.1(b), (i) in the event that a vacancy is created at any time by the Chairperson death, disability, retirement, resignation or removal (with or without cause) of any such AIL Director, AIL shall have the right to appoint a replacement to fill such vacancy by written notice to the Company, and the Company, subject to applicable Law, shall take all necessary or desirable actions as may be required under applicable Law to cause the individual appointed by AIL to be registered as a Director in the Company’s register of directors, and (ii) the Company shall not take any two (2) Directors. Whenever practicableaction to cause the removal of such AIL Director without cause unless it is directed to do so by AIL, and if the Company is so directed, the person Company shall take all necessary or persons calling desirable actions to effect such special removal. In addition, for so long as AIL has the right to appoint any Person as an AIL Director, any such AIL Director may appoint at any time an alternate (an “AIL Alternate Attendee”) to attend a meeting of the Board in lieu of such AIL Director, and in such an event, such AIL Alternate Attendee shall give be entitled to attend such meeting of the Board, receive copies of materials provided to the Board, count for quorum purposes and be entitled to vote at least such meeting, in each case, in lieu of such AIL Director. (d) For so long as Yunfeng has the right to appoint the YF Director pursuant to Section 4.1(b), (i) in the event that a three vacancy is created at any time by the death, disability, retirement, resignation or removal (3with or without cause) day of such YF Director, Yunfeng shall have the right to appoint a replacement to fill such vacancy by written notice to the Company, and the Company, subject to applicable Law, shall take all necessary or desirable actions as may be required under applicable Law to cause the individual appointed by Yunfeng to be registered as a Director in the Company’s register of directors, and (ii) the Company shall not take any action to cause the removal of such YF Director without cause unless it is directed to do so by Yunfeng, and if the Company is so directed, the Company shall take all necessary or desirable actions to effect such removal. In addition, for so long as Yunfeng has the right to appoint any Person as a YF Director, any such YF Director may appoint at any time an alternate (an “YF Alternate Attendee”) to attend a meeting of the other Directors. Such notice Board in lieu of such YF Director, and in such an event, such YF Alternate Attendee shall set forth the time and place be entitled to attend such meeting of the special meeting as well as a detailed agenda Board, receive copies of materials provided to the matters proposed Board, count for quorum purposes and be entitled to be acted upon. In the event the three (3) day notice cannot be givenvote at such meeting, in each Director shall be given case, in lieu of such notice as is practicable under the circumstances. 10YF Director. In the event that a special meeting is impractical due Yunfeng no longer has the right to the nature and/or urgency of appoint any action which, in the opinion of the Chairperson, is necessary or advisable YF Director pursuant to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b4.1(b), unanimous consent is required for it shall immediately cause the Chairperson YF Director to act on behalf of resign from the Board in reliance upon such approvals. Any actions taken by Board, and the Chairperson pursuant to this paragraph Company shall be ratified at entitled to take all necessary actions to immediately remove the next scheduled meeting of YF Director from the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. (a) Subject to the terms and conditions of this Agreement (including, in each case, the requirements and limitations set forth in this Section 1. The governing board ), from and after the Effective Date, until the first day on which the Investor Ownership Threshold is no longer satisfied (such day, the “Fall Away Date”): (i) the Investor shall have the right, but not the obligation, to designate one Person to be nominated for each election of members to the Board (a “Nominee”) by giving written notice to the Company on or before the time such information is reasonably requested by the Board or the Nominating & Corporate Governance Committee (the “Governance Committee”) for inclusion in a proxy statement for a meeting of stockholders, together with all information about the Nominee as shall be reasonably requested by the Board or the Governance Committee in order to make the determination referred to in Section 1(d), each of which request by the Board or the Governance Committee, as applicable, must be made no later than the date that is thirty (30) days prior to the filing of such proxy statement; provided, however, the initial Nominee shall be appointed as set forth in Section 1(b); (ii) the Company shall, to the fullest extent permitted by applicable Law and subject to the Investor’s compliance with this Section 1, (A) take such actions as may be necessary and desirable to ensure that: (1) the Nominee is included in the Board’s slate of nominees to the stockholders of the Consortium, responsible Company for management, control and administration each election of members of the Consortium Board, and that the Board recommend that the Company’s stockholders vote for each of the director nominees included in such slate, including the Nominee; and (2) the Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board; and (B) undertake to promote the Nominee and his or her election to the Board, and solicit votes therefor, to the same degree as that undertaken to promote and solicit votes for the other nominees and their respective election to the Board; (iii) if a vacancy occurs because of the death, disability, disqualification, resignation, or removal of an Investor Director or for any other reason, the Investor shall be entitled to designate such person’s successor, and the Medical Plan(s)Company will, as promptly as reasonably practicable following such designation, take all necessary and desirable actions within its control, to the fullest extent permitted by applicable Law, such that such vacancy shall be referred filled with such successor Nominee; (iv) if a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Investor shall be entitled to as designate promptly another Person to the "Board of Directors" (and the "Board"). The voting members Company will take all necessary and desirable actions within its control such that the director position for which such Person was nominated shall not be filled pending such designation or the size of the Board shall be composed increased by one and such vacancy shall be filled with such successor Nominee as promptly as practicable following such designation; (v) as promptly as reasonably practicable following the request of one representative of each Participant and representatives any Investor Director, the Company shall enter into an indemnification agreement with such Investor Director, in the form entered into with the other members of the Joint Committee Board; the Company shall pay the reasonable, documented out-of-pocket expenses incurred by the Investor Director in connection with his or her services provided to or on Plan Structure and Design behalf of the Company, including attending meetings or events attended explicitly on behalf of the Company at the Company’s request; provided that such payments shall be consistent with the Company’s policy for paying such expenses of other directors of the Company; and (as vi) upon the occurrence of any of (A) the Investor Ownership Threshold ceasing to be satisfied for a period of thirty (30) consecutive days, or (B) the Investor Director failing at any time to satisfy any of the conditions set forth in Section C(11)1(d), who then the Investor shall have cause the authority Investor Director to vote on any official action taken by immediately resign from the Board; provided that in the event the Investor Director is required to resign from the Board pursuant to the foregoing clause (each a "Director"B). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall Investor will be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires permitted to designate a new Director, it must notify replacement Nominee (which replacement Nominee will also be subject to the Consortium's Chairperson in writing requirements of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"Section 1(d)). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. (b) The “entire Board”, as used herein Company and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) take all necessary or desirable actions such that, as of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicableEffective Date, the person or persons calling such special meeting initial Nominee shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well be appointed as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting director of the Board. 11. The Chair (c) Each Investor Director will hold office until his or her term expires and such Investor Director’s successor has been duly elected and qualified or until such Investor Director’s earlier death, disability, disqualification, resignation, or removal. (d) Notwithstanding anything to the contrary contained herein, neither the Company nor the Board shall be under any obligation to nominate or appoint to the Board, or solicit votes for, any Person pursuant to Section 1(a) in the event that the Board reasonably determines that (i) the election of such Person to the Board would cause the Company to not be in compliance with applicable Law or stock exchange listing standards, (ii) such Person has been the subject of any event required to be disclosed pursuant to Items 2(d) or 2(e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K of the Joint Committee on Plan Structure 1934 Securities Act (for the avoidance of doubt, excluding bankruptcies) involving an act of moral turpitude by such individual or is subject to any order, decree or judgment of any Governmental Entity prohibiting service as a director of any public company, (iii) such Person fails to complete reasonable and Design customary onboarding documentation, including providing reasonably required information to the Company, in each case to the extent such requirements are consistent with those applicable to the other members of the board of directors of the Company, (iv) such Person does not qualify as an “independent director” of the Company under clause (b) of Rule 303A(2) of the NYSE Listed Company Manual, (v) such Person is an officer or employee of Investor or any of its subsidiaries or their respective successors or its or their respective subsidiaries, or (vi) such person is as of such time a director, officer or employee of an Activist. In the event Nominee is not nominated to the Board as a result of a failure to satisfy any of the requirements described in clauses (i) through (vi) of the immediately preceding sentence or for any other reason, until the Fall Away Date, the Investor will be permitted to designate a replacement Nominee (which replacement Nominee will also be subject to the requirements of this Section 1(d)). (e) For so long as the Investor Director is a member of the Board in accordance with and subject to the terms of this Agreement, subject to applicable Law, the listing standards of the Principal Stock Exchange and the limitations set forth in Section 1(e), the Company will offer the Investor Director an opportunity to, at Investor’s option, either (i) be a member of all committees of the Board that currently exist and any At-Large Labor Representatives special, executive, or other committees of the Board authorized by the Board after the Effective Date, or (ii) attend (but not vote) at the meetings of each such committee as defined an observer; provided, however, that the Investor Director shall not have an opportunity to be a member of the Compensation Committee of the Board unless so requested by the Board. If the Investor Director fails to satisfy the applicable qualifications under applicable Law or stock exchange listing standards to be a member of any such committee of the Board, then, subject to the limitations set forth in Section K) (collectively 1(e), the “Labor Representatives”) Board shall serve as Directors and shall have offer the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors Investor Director the opportunity to attend (but not vote) at the meetings of such committee as an observer, as well as the right to receive all written materials made available to the members of such committee. (f) Notwithstanding anything to the contrary contained herein, if the Board reasonably determines in good faith, after consultation with the Investor Director and in accordance with any other applicable bona fide procedures the Board may have in place at any such time with respect to director conflicts generally, that (i) the appointment of the Investor Director on any committee of the Board, or attendance as an observer, (ii) the discussions of the Board or any committee on which the Investor Director is a member or observer or (iii) the materials to be disseminated to the Board or any committee on which the Investor Director is a member or observer, in each case, (A) would contain material and highly sensitive or competitive matters or other information that would give rise to a conflict of interest between the Company and the Investor Director, or (B) would be a violation of the Board’s meetings when bona fide conflict policies (which policies shall have been made available to the Labor Representatives cannot attendInvestor Director) (“Director Conflict”), then the Board shall be permitted to (1) in the case of any appointment or observer right on a committee of the Board pursuant to Section 1(d), decline to appoint or provide observer rights to the Investor Director with respect to such committee, solely to the extent necessary as a result of such Director Conflict, and (2) in all cases, require the Investor Director to, and in such event the Investor shall cause the Investor Director to, recuse himself or herself from such discussions solely to the extent necessary as a result of such Director Conflict, and neither the Company nor the Board shall be required to disseminate such portions of such materials to the Investor Director solely to the extent necessary as a result of such Director Conflict. The alternate Director mayWithout limiting the generality of the foregoing, if designated in writingthe Investor Director is also a director of the Investor or any of its Affiliates, the Board shall be authorized entitled to exercise require the Labor Representatives’ voting authorityInvestor Director to recuse himself or herself from those portions of any discussions regarding any potential transaction, agreement or other arrangement between the Company or any of its Affiliates, on the one hand, and the Investor or any of its Affiliates, on the other hand.

Board of Directors. 1. The governing board (a) Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event (as defined below) shall have occurred, the Stockholder shall have the right to designate one person to be nominated to serve on the Board (the “Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than the deadline for receipt of a stockholder proposal to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, with respect to any meeting of the ConsortiumCompany’s stockholders at which directors of Class III are to be elected (or, responsible if the Company’s Certificate of Incorporation no longer provides for managementthe division of directors into three (3) classes, control and administration any meeting of the Consortium Company’s stockholders at which directors are to be elected) (any such meeting, an “Applicable Election”). (b) The Stockholder will, in connection with such nomination, (i) provide such additional information about the Nominee as reasonably requested by the Nominating and Corporate Governance Committee of the Medical Plan(s), shall be referred to as Board or other relevant committee of the "Board that oversees nominations of Directors" (the "Board"). The voting members of the Board (the “Committee”) and (ii) cause the Nominee to be reasonably available for interviews and discussions with the Committee. (c) For so long as the Company’s Certificate of Incorporation shall provide for the division of directors into three (3) classes, the Nominee shall be composed designated as a Class III director. The initial Nominee shall be ▇▇▇▇▇ ▇▇▇▇▇, and the Company hereby confirms that such initial Nominee has been reviewed by and is acceptable to, and has been consented to by, the Committee and the Board. (d) Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that (i) the Nominee is included in the Board’s slate of one representative of each Participant and representatives nominees submitted to the stockholders for election as directors at the next Applicable Election; (ii) the Nominee is included in the proxy statement prepared by management of the Joint Committee on Plan Structure Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of the Nominee; (iv) the Company supports the Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and Design (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Nominee to the Board at each Applicable Election. (e) If there is a Nominee Rejection (as set forth in defined below) pursuant to Section C(11))1(m) hereof, who then the Stockholder shall have the authority right to vote on any official action taken designate an alternate person to be nominated for election by the Board (the “Alternate Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of notice of the Nominee Rejection. (f) The Stockholder will, in connection with such nomination, (i) provide such additional information about the Alternate Nominee as reasonably requested by the Committee and (ii) cause the Alternate Nominee to be reasonably available for interviews and discussions with the Committee. (g) Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that: (i) the Alternate Nominee is included in the Board’s slate of nominees submitted to the Company’s stockholders for election as directors at the next Applicable Election; (ii) the Alternate Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of the Alternate Nominee; (iv) the Company supports the Alternate Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Alternate Nominee to the Board at each Applicable Election. (h) The Company shall work in good faith with the Stockholder to identify and pre-clear Nominees and Alternate Nominees, as the case may be, and take such other actions as reasonably requested by the Stockholder to assist the Stockholder in submitting Nominees or Alternate Nominees, as the case may be, that will not result in a "Director"Nominee Rejection under Section 1(m) hereof. (i) Notwithstanding anything to the contrary contained in this Agreement, the rights of the Stockholder under this Agreement shall terminate automatically (the “Termination Event”) upon the Stockholder, together with its Related Parties, ceasing to Beneficially Own for a period of twenty (20) consecutive trading days, in the aggregate, at least Twenty-Two Million Five Hundred Thousand (22,500,000) shares of Common Stock (the “Minimum Shares”). Each DirectorThe Stockholder shall notify the Company within three (3) Business Days after the occurrence of a Termination Event. (j) Prior to a Termination Event, except the representatives if a vacancy occurs because of the Joint Committee on Plan Structure and Designdeath, shall be designated in writing by disability, disqualification, resignation or removal of a Nominee or Alternate Nominee, as the governing body case may be, as a member of the Participant. 2Board, the Company shall provide notice of such vacancy to the Stockholder within five (5) Business Days of such vacancy. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director The Stockholder shall be entitled to one vote. A majority designate such person’s successor (the “Vacancy Nominee”) by giving written notice to the Company within thirty (30) days of the entire Board, not simply those present, is required for date the Board to take any official action, unless otherwise specified in this AgreementStockholder receives notification of the vacancy from the Company. The Stockholder will provide the Company with such additional information about the Vacancy Nominee as reasonably requested by the Committee and cause the Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. Any successor that is appointed to fill a vacancy pursuant to this Section 1(j) shall have the right to serve until the next Applicable Election, or until his/her successor is elected and duly qualified. (k) If there is a Nominee Rejection with respect to a Vacancy Nominee, then the Stockholder shall have the right to designate an alternative person to fill the vacancy (the “entire BoardAlternative Vacancy Nominee”, ) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of notice of the Nominee Rejection. The Stockholder will provide the Company with such additional information about the Alternative Vacancy Nominee as used herein reasonably requested by the Committee and elsewhere cause the Alternative Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. (l) Notwithstanding anything to the contrary contained in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board avoidance of doubt, the Stockholder shall only have the right to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, nominate or designate one person at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well serve as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf member of the Board in reliance accordance with the terms and conditions of this Section 1, and in no event will the Company or the Board be obligated to nominate or designate a person to the Board that, upon such approvals. Any actions taken person’s election by the Chairperson pursuant to this paragraph shall be ratified at stockholders of the next scheduled meeting Company or appointment by the Board, would result in more than one nominee or designee of the Stockholder serving as a member of the Board. 11. The Chair (m) Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to appoint to the Board, cause to be nominated for election to the Board or recommend to the stockholders the election of any person the appointment, nomination or recommendation of whom the Board or the Committee determines in good faith, after consultation with and upon the advice of outside legal counsel, would constitute a breach of its fiduciary duties (a “Nominee Rejection”); provided, however, that upon the occurrence of a Nominee Rejection, the Company shall promptly notify the Stockholder of the Joint Committee occurrence of such Nominee Rejection and permit the Stockholder to provide an alternate person in accordance with the applicable provisions hereof (Section 1(e) for a Nominee or Alternate Nominee for election at stockholder meetings and Section 1(j) and Section 1(k) for a Vacancy Nominee or Alternative Vacancy Nominee for filling vacancies on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when ) and the Labor Representatives cannot attend. The Company shall use commercially reasonable efforts to perform its obligations hereunder with respect to such alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authoritynominee.

Board of Directors. 1. The governing board (a) From and after the Closing (as ------------------ defined in the Purchase Agreement) and until the provisions of this Section 2.1 cease to be effective, each Stockholder shall vote all of such Stockholder's Voting Stock and shall take all other necessary or desirable actions within the Stockholder's control (whether in his capacity as a stockholder, director, member of a committee of the Consortium, responsible for management, control and administration Board of Directors or officer of the Consortium Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Medical Plan(sCompany shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the number of directors on the Board of Directors shall be nine; and (ii) two representatives designated by ING (the "ING Directors") or, if ING and its Affiliates cease to be Stockholders, designated by ING Transferees holding a majority of the Stock (other than Preferred Stock) held by such ING Transferees (with Warrants counted on an as if exercised basis), shall be referred elected to as the "Board of Directors" ; and (iii) the "Board"removal from the Board of Directors (with or without cause) of any representative designated by ING or the ING Transferees shall be only at the written request of ING or the ING Transferees (if ING and its Affiliates are no longer Stockholders). The voting members , and under no other circumstances; and (iv) in the event that any representative designated hereunder by ING or the ING Transferees (if ING and its Affiliates are no longer Stockholders) for any reason ceases to serve as a member of the Board of Directors during his term of office, the resulting vacancy on the Board of Directors shall be composed of one filled by a representative of each Participant designated by ING or the ING Transferees as provided hereunder; and (v) ING or the ING Transferees (if ING and representatives its Affiliates are no longer Stockholders) shall use all reasonable efforts to insure that none of the Joint Committee on Plan Structure designees is engaged as an officer, director or control person of a company or other business enterprise that is in competition with the Company and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives that none of the Joint Committee on Plan Structure and Design, shall be designated designees possesses a pecuniary or similar interest in writing by the governing body any of the Participant. 2. If Company's business or assets (other than ownership of Common Stock) of such a Director designated by a Participant cannot fulfill his/her obligations, for any reason, pervasive nature as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortiumhamper materially such designee's Chairperson in writing of its selection of a new designee ability to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to impartially take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting part in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors general deliberations of the Board of Directors concerning the Company's business and prospects; provided, however, that if ING and Affiliates of ING or, if ING and its -------- ------- Affiliates cease to be Stockholders, ING Transferees cease to hold Warrants to purchase at least eight and five-tenths percent (8.5%) of the outstanding Common Stock on a fully diluted basis, the number of ING Directors required by clause (a)(ii) shall be automatically reduced to one. (b) The Stockholders shall take all necessary and appropriate actions to provide that the ING Directors are members of any and all committees of the Board; provided, that, nothing in this Section 2.1(b) shall imply that the ING -------- Directors shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Yearsuch committees. 9. Special (c) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board may be called at and any time by committee thereof. So long as any ING Director serves on the Chairperson or by any two (2) Board and for three years thereafter, the Company shall maintain directors indemnity insurance coverage reasonably satisfactory to the ING Directors. Whenever practicableThe ING Directors shall be provided the same compensation, the person or persons calling such special meeting shall give at least a three (3) day notice to all stock incentive and reimbursement benefits as other independent directors of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstancesCompany. 10. In (d) The Company and the event that a special meeting is impractical due Stockholders shall use their best efforts to the nature and/or urgency of any action whichprovide, as soon as practicable, in the opinion Company's Charter and Bylaws for indemnification and reimbursement of directors and officers to the Chairperson, is necessary or advisable fullest extent permitted by the General Corporation Law of California. (e) If any party fails to be taken on behalf designate a representative to fill a directorship pursuant to the terms of the Consortiumthis paragraph 1, the Chairperson may send resolutions regarding said actions via electronic communication election of a Person to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In such directorship shall be accomplished in accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the BoardCompany's bylaws and applicable law. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) Effective as of the ConsortiumClosing Date, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed comprised of one representative fifteen members (each, a “Director”), of each Participant and representatives whom (i) three (3) shall be designees of the Joint Committee on Plan Structure ▇▇▇▇ Group, (ii) three (3) shall be designees of the KKR Group, (iii) three (3) shall be designees of the BAML Group, (iv) two (2) shall be designees of the ▇▇▇▇▇ Group, (v) one (1) shall be the Chief Executive Officer of the Company, (vi) one (1) shall be the Chief Financial Officer of the Company and Design (vii) two (2) shall be Independent Directors; provided that within one year of the Closing Date, the Board shall be expanded to add an additional Independent Director and each Investor Group shall take all action reasonably necessary to increase the size of board to add such additional Independent Director. (b) Following the Closing Date and until such time as set forth in Section C(11))the Company ceases to be a Controlled Company, who (i) each Sponsor Group shall have the authority right (but not the obligation) pursuant to vote on any official action taken by this Agreement to nominate to the Board, three (3) Directors and (ii) the ▇▇▇▇▇ Group shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicableIn the event that any Investor Group has nominated less than the total number of designees that such Investor Group shall be entitled to nominate pursuant to this Section 2.1(b) or Section 2.1(c), then such Investor Group shall have the right, at any time, to nominate such additional designee(s) to which it is entitled, in which case, the person or persons calling Directors shall take all necessary corporate action to (x) increase the size of the Board as required to enable such special meeting Investor Group to so nominate such additional designees and (y) designate such additional designees nominated by such Investor Group to fill such newly created vacancies. (c) Following such time that the Company ceases to be a Controlled Company, (i) each Sponsor Group shall give at least a have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, three (3) day notice Directors; provided that at such time as a Sponsor Group ceases to all have a pecuniary interest in at least 10% of the other Directors. Such notice outstanding shares of Common Stock, such Sponsor Group shall set forth only have the right (but not the obligation) pursuant to this Agreement to nominate to the Board one (1) Director; provided further that a Sponsor Group shall cease to have the right to nominate any Directors to the Board pursuant to this Agreement at such time and place as such Sponsor Group ceases to have a pecuniary interest in at least 3% of the special meeting outstanding shares of Common Stock and (ii) the ▇▇▇▇▇ Group shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board two (2) Directors; provided that the ▇▇▇▇▇ Group shall cease to have the right to nominate any Directors to the Board pursuant to this Agreement at such time as well as the ▇▇▇▇▇ Group ceases to have a detailed agenda pecuniary interest in at least 3% of the matters proposed outstanding shares of Common Stock. For so long as any Investor Group has the right to be acted upon. In nominate a Director to the event Board pursuant to the three preceding sentence, the Board shall not have a number of Independent Directors that is greater than the minimum number necessary to comply with applicable law, rule, regulation or listing standards (3calculated by assuming that each Investor Group that then has a right to nominate Director(s) day notice cannot be given, each Director shall be given to the Board has exercised such notice as is practicable under right) unless the circumstancesInvestor Groups then entitled to nominate one or more Director(s) (acting based on the Requisite Consent of such Investor Groups) have consented to a greater number of Independent Directors. 10. (d) In the event that a special meeting is impractical due party hereto ceases to have the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable right to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication designate a person to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson serve as a Director pursuant to this paragraph Section 2.1, such party’s designee to the Board shall resign immediately or such party shall take all action necessary to remove such designee. (e) Any Director designated by an Investor Group pursuant to Section 2.1 may be ratified removed (with or without cause) from time to time and at any time by the next scheduled meeting applicable Investor Group upon notice to the Company, and may otherwise only be removed for cause. Any replacement nominee may only be nominated by the Investor Group who nominated the Director so removed. (f) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Director designated by an Investor Group pursuant to this Section 2.1, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the BoardInvestor Group who designated such Director as soon as possible, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. 11. (g) The Chair Company agrees to include in the slate of nominees recommended by the Joint Committee on Plan Structure Board the persons designated pursuant to this Section 2.1 and Design and any At-Large Labor Representatives (as defined in Section K) (collectively to use its best efforts to cause the “Labor Representatives”) shall serve election of each such designee to the Board, including nominating such individuals to be elected as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityprovided herein.

Board of Directors. 1. The governing board (a) Directors of the Consortium, responsible for management, control and administration Company shall be elected annually. After the consummation of the Consortium and the Medical Plan(s)initial Public Offering, shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed comprised of one representative eleven members, consisting of each Participant and representatives three designees of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board Silver Lake (each a "“Silver Lake Designee”), two designees of TPG (each a “TPG Designee”) one Management Director", four Additional Directors and the chief executive officer of the Company from time to time serving (the “Chief Executive Officer”). Each Director, except the representatives Members of the Joint Committee on Plan Structure and Design, shall Board who are not required to be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, Shareholder pursuant to the rights provided in this Agreement shall be nominated and elected in accordance with the Participant desires to designate a new Director, it must notify articles of association of the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a DirectorCompany. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any b) A member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined designated by a vote of Shareholder pursuant to the Boardrights provided in this Agreement may only be removed by such Shareholder. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings Any other member of the Board may be called at any time removed with or without cause by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least vote of a three (3) day notice to all majority of the other Directors. Such notice shall set forth the time and place Shareholders of the special meeting as well Company. If, following an election to the Board pursuant to this Section 4.1, any Silver Lake Designee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a detailed agenda Director, Silver Lake shall notify the Board in writing of a replacement Silver Lake Designee and each of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each Company and all of the Directors. The Directors may then electronically communicate their approval or disapproval Shareholders hereby agree to take such actions provided for under the terms of said resolution via signed document the Shares held by them as will result in the appointment of such Silver Lake Designee to the ChairpersonBoard. In accordance If Silver Lake requests that any Silver Lake Designee be removed as a Director (with NY Business Corporation Law or without cause) by written notice thereof to the Company, then each of the Company and all of the Shareholders shall take all actions provided for under the terms of the Shares held by them necessary to effect such removal upon such request. If, following an election to the Board pursuant to this Section 708(b)4.1, unanimous consent any TPG Designee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director, TPG shall notify the Board in writing of a replacement TPG Designee and each of the Company and all of the Shareholders hereby agree to take such actions provided for under the terms of the Shares held by them as will result in the appointment of such TPG Designee to the Board. If TPG requests that any TPG Designee be removed as a Director (with or without cause) by written notice thereof to the Company, then each of the Company and all of the Shareholders shall take all actions provided for under the terms of the Shares held by them necessary to effect such removal upon such request. If, following an election to the Board pursuant to this Section 4.1, any Additional Director shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director, the Nominating and Corporate Governance committee of the Company shall notify the Board in writing of a replacement and, provided that such replacement Additional Director satisfies all the criteria set forth in the definition of “Additional Director” herein, each of the Company and all of the Shareholders hereby agree to take such actions provided for under the terms of the Shares held by them as will result in the appointment of such replacement Additional Director to the Board. Any director who is required for no longer designated by Silver Lake or TPG shall be designated instead by the Chairperson to act on behalf other members of the Board and shall be considered a “Board Designee” for all purposes hereunder. If any Board Designee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director, then the Nominating and Corporate Governance Committee of the Company will take such actions provided for under the terms of the Shares as will result in reliance the appointment to the Board of an individual designated by the Board. If the Board requests that any Board Designee be removed as a Director (with or without cause) by written notice thereof to the Company, then each of the Company and each Shareholder shall take all actions provided for under the terms of the Shares necessary to effect such removal upon such approvals. Any actions taken request. (c) The Company will pay all reasonable out-of-pocket expenses incurred by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting Directors in connection with their participation in meetings of the BoardBoard (and committees thereof) and the Boards of Directors (and committees thereof) of the subsidiaries of the Company. The Silver Lake Designees and the TPG Designees will receive the same compensation that the Company pays to its Additional Directors, which amount will be determined by the Company and the Board from time to time. 11. (d) The Chair board of directors of each subsidiary of the Joint Committee on Plan Structure and Design and Company shall at any At-Large Labor Representatives given time either be (as defined i) comprised in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights manner as the Board is then comprised or (ii) comprised in a manner reasonably acceptable to both TPG and obligations Silver Lake. (e) Notwithstanding anything in this Agreement to the contrary, the Board and all of the committees of the Board will operate in such a way to permit the Company to comply with applicable law and maintain its listing on The New York Stock Exchange or NASDAQ system, as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityapplicable.

Board of Directors. 1(a) At the Closing, and thereafter, at any time that Buyer Beneficially Owns at least 40% of the Purchased Shares, Buyer shall have the right to nominate (i) two (2) (of the nine total) members to the Board of Directors pursuant to this Section 2 (the “Buyer Directors”), initially at the Closing, and thereafter at every annual meeting of the stockholders of the Company in which directors are generally elected, including at every adjournment or postponement thereof, and on any action by written consent of the stockholders of the Company relating to the election of directors generally and (ii) up to two (2) independent directors at the time any independent director currently serving on the Board of Directors ceases to serve as a director of the Company for any reason; provided, however, that the suitability of any such independent director nominee shall be reasonably satisfactory to a majority of the independent directors of the Company, and the Company shall maintain compliance with Rule 5605 of The Nasdaq Stock Market (“Nasdaq”) and the rules and regulations of the SEC (at all times). The governing board Buyer Directors shall be appointed to authorized committees of the Consortium, responsible for management, control and administration Board of Directors in proportion with the Consortium and Buyer Directors’ representation on the Medical Plan(s), shall be referred to as the "Board of Directors" . If Buyer Beneficially Owns less than 40% of the Purchased Shares, Buyer shall have the right to nominate members to the Board of Directors in proportion with Buyer’s ownership of the issued and outstanding Common Stock. Immediately prior to the Closing, the Company shall cause the chair of the Board of Directors to be an independent director. The limitations on Buyer’s ability to nominate and elect any number of directors to the Board of Directors shall terminate if a “group” (as defined under the "Board"1▇▇▇ ▇▇▇) or Person unaffiliated with Buyer Beneficially Owns 20% or more of the outstanding Common Stock. (b) The following procedures shall be followed with respect to the nomination of Buyer Directors pursuant to this Section 2: (i) For purposes of whether Buyer has a right to nominate a Buyer Director pursuant to this Section 2, the Beneficial Ownership of the Common Stock of Buyer will be initially measured as of the Closing and thereafter as of the record date for such annual meeting or written consent. (ii) At least 20 days prior to the Closing, Buyer shall provide the Company with the identity of the initial Buyer Directors to be appointed to the Board of Directors as of the Closing (provided that Buyer may substitute such appointees by notice to the Company at least 20 days prior to the Closing). Following the initial appointment of Buyer Directors, each year, the Company will notify Buyer when it intends to hold its next Company’s annual meeting of stockholders at least 90 days prior to such meeting. With respect to Buyer’s nominees (other than the initial Buyer Directors), at least 60 days prior to the Company’s annual meeting of stockholders, Buyer shall provide the Company with the Buyer’s nominees for the Buyer Directors. (iii) The voting Board of Directors shall (1) in the case of the initial Buyer Directors, appoint the Buyer Directors as members of the Board of Directors effective as of the Closing to serve until the Company’s next annual meeting of stockholders at which directors will be generally elected, and (2) in the case of subsequent Buyer Directors, nominate such nominees to be elected as directors and recommend that the stockholders vote to elect such nominees at the next annual meeting of stockholders at which directors will be generally elected. (iv) If Buyer nominee(s) is not appointed, nominated or elected by the stockholders, then as soon as practicable after the Closing or annual meeting, as applicable, Buyer shall designate nominee(s) for such Buyer Director(s), which nominee(s) shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (appointed as set forth in Section C(11)), who shall have the authority to vote on any official action taken director(s) by the Board of Directors promptly after such designation. (each a "Director"). c) Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall Buyer Directors will be designated in writing governed by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights protections and obligations as all other Directorsdirectors of the Company, including, without limitation, protections and obligations regarding customary liability insurance for directors and officers, confidentiality, conflicts of interests, fiduciary duties (subject to Section 6), trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other governance matters. Each Buyer Director agrees that he or she shall be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. The Joint Committee on Plan Structure Company shall use commercially reasonable efforts to ensure that the Buyer Directors are covered by liability insurance for directors with coverage that is at least as favorable, in the aggregate, to such directors as the coverage provided for by insurance policies acquired by the Company for the benefit of directors of the Company as in effect as of the date of this Agreement. (d) A quorum for meetings of the Board of Directors (and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.written consents executed by directors) must include at least one (1)

Board of Directors. 1. The governing (a) Buyer shall take all necessary action to cause that, immediately after the Closing, Buyer’s board of directors (the Consortium“Board”) will consist of seven (7) directors, responsible for managementall designated by Sellers by written notice to Buyer, control immediately prior to the Closing. During the Board Observer Period, the Company shall allow one representative designated by Magna Management, LLC to attend and administration participate in all meetings and other activities of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"a “Board Observer”). The voting Company shall use reasonable efforts to (a) give Magna Management, LLC notice of all such meetings, at the same time as furnished to the directors, (b) provide to such Board Observer all notices, documents and information furnished to the directors, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, (c) notify the Board Observer and permit such Board Observer to participate by telephone in, emergency meetings of the Board, and (d) provide the Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the Board; provided that the Board shall be composed entitled to exclude the Board Observer from (i) all or any portion of one representative any executive session or (ii) all or any portion of each Participant any meeting to the extent the failure to exclude would, in the Board’s good faith determination, (A) adversely affect the attorney-client privilege between Buyer, the Company or any of its Subsidiaries and representatives their respective counsel, (B) adversely affect Buyer, the Company or any of its Affiliates under governmental regulations or other applicable Law or Contract, or (C) result in a conflict of interest. (b) From and after the Closing and until such time as PIH or its Affiliates cease to hold at least twenty-five percent (25%) of the Joint Committee on Plan Structure issued and Design outstanding Common Stock in the aggregate, Buyer shall take all necessary action to cause two (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be 2) individuals designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed PIH to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice nominated and elected as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting directors of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1(a) At the Effective Time the Company shall appoint one designee of the Investor as a director. The governing Subject to Section 2.1(d), in connection with each election of directors of the Company on and after the Effective Time, the Investor shall have the right to designate for election to the board of the Consortium, responsible for management, control and administration directors of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" Company one nominee (the "BoardDesignee"). The voting , provided that the person designated as the Designee will be subject to approval by the board of directors of the Company and the governance or other nominating committee thereof, which approval will not be withheld unless, based on advice of counsel, such approval would be inconsistent with the fiduciary duties of the members of the Board shall be composed board of one representative of each Participant and representatives directors of the Joint Committee Company. The Designee elected or appointed to the board of directors of the Company shall continue to serve as a director of the Company until the next election of directors. (b) For so long as the Investor is entitled to designate a nominee for election as a director pursuant to this Section 2.1, in connection with each election of directors the Company shall nominate the Designee for election as a director as part of the management slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, and shall provide the highest level of support for the election of the Designee as it provides to any other person standing for election as a director of the Company as part of the Company's management slate. (c) Subject to applicable law, in the event that the Designee on Plan Structure and Design the board of directors of the Company shall cease to serve as a director for any reason (other than the failure of the shareholders of the Company to elect such person as set forth in Section C(11)director), who the Investor shall have the authority right to vote on any official action taken by appoint another Designee to fill the Board vacancy resulting therefrom. (each a "Director"). Each Director, except the representatives d) The rights of the Joint Committee on Plan Structure and Design, Investor pursuant to this Section 2.1 shall be designated terminate if at any time the Restricted Parties Beneficially Own in writing by the governing body aggregate less than 10% of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth hereinTotal Current Voting Power of the Company, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors Designee shall receive no remuneration resign from the Consortium for their service and shall serve a term from January 1 through December 31 (board of directors of the "Plan Year"). 4. No Director may represent more than one Participant. 5. No DirectorCompany, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained upon request by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D board of directors of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called Company at any time by after the Chairperson or by any two (2) Directors. Whenever practicable, Restricted Parties Beneficially Own in the person or persons calling such special meeting shall give at least a three (3) day notice to all aggregate less than 10% of the other Directors. Such notice shall set forth the time and place Total Current Voting Power of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstancesCompany. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) Except for situations in which the approval of the ConsortiumMembers is required by this Agreement or by nonwaivable provisions of applicable law, responsible for management, control and administration the powers of the Consortium Company shall be exercised by or under the authority of, and the Medical Plan(s)business and affairs of the Company shall be managed under the direction of directors, who shall be referred to herein each as a “Director” or collectively as the "“Directors,” and who shall act as a board of directors (the “Board of Directors" ”). (b) From and after the "Board"). The voting date hereof, the Company shall exercise all authority under applicable law, and the Members and their assigns shall vote their Voting Units, at any regular or special meeting of Members called for the purpose of filling positions on the Board of Directors, or in any written consent executed in lieu of such meeting of Members and shall take all actions necessary to ensure that, prior to a Qualified IPO, the Board of Directors shall consist of six members (as provided below and subject to reduction to the extent that Warburg, the Yorktown Parties or the Trilantic Parties lose their rights to designate directors as provided below) designated as follows: (i) one of whom shall be the chief executive officer of the Board Company and one of whom shall be composed of one representative of each Participant and representatives the chief financial officer of the Joint Committee on Plan Structure Company (for so long as ▇▇▇▇▇▇ is the chief financial officer of the Company) (who initially shall be Rady and Design ▇▇▇▇▇▇, respectively) (as set forth in Section C(11together, the “Management Directors”)); (ii) one of whom shall be designated by Warburg, who shall have initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the authority “Warburg Director”); provided, however, that Warburg shall no longer be entitled to vote on designate a director pursuant to this Section 4.2(b)(ii) (and this Section 4.2(b)(ii) shall terminate) if at any official action taken by the Board (each a "Director"). Each Director, except the representatives time Warburg and its Permitted Transferees collectively hold of record less than 7.5% of the Joint Committee on Plan Structure outstanding Voting Units and Design, have invested less than $235 million in the Company; (iii) one of whom shall be designated in writing by the governing body of Yorktown Parties, who shall initially be W. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. (the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations“Yorktown Director”); provided, for any reasonhowever, as set forth herein, and that the Participant desires Yorktown Parties shall no longer be entitled to designate a new director pursuant to this Section 4.2(b)(iii) (and this Section 4.2(b)(iii) shall terminate) if at any time the Yorktown Parties and their Permitted Transferees collectively hold of record less than 7.5% of the outstanding Voting Units and have invested less than $235 million in the Company; (iv) one of whom shall be designated by the Trilantic Parties, who shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Trilantic Director” and, together with the Warburg Director and the Yorktown Director, it must notify the Consortium's Chairperson “Investor Directors”); provided, however, that the Trilantic Parties shall no longer be entitled to designate a director pursuant to this Section 4.2(b)(iv) (and this Section 4.2(b)(iv) shall terminate) if at any time the Trilantic Parties and their Permitted Transferees collectively hold of record less than 7.5% of the outstanding Voting Units and have invested less than $235 million in writing the Company; and (v) one of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, whom shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting director (the “Annual MeetingIndependent Director”) in September of each Plan Yearselected by Warburg after consultation with the Management Directors and the other Investor Directors. 9. Special (c) In addition to the foregoing, for so long as they are entitled to designate directors pursuant to Section 4.2, each of Warburg, the Yorktown Parties and the Trilantic Parties shall have the right to have such additional persons as any may choose attend meetings of the Board may be called at of Directors and any time by the Chairperson or by any two committee thereof (2) Directorseach such person, a “Board Observer”). Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time Each Investor Director and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director Investor Director’s Board Observer shall be given full-time employees, directors, managers, or partners of such notice as is practicable under the circumstancesInvestor Member or any of its Affiliates, unless all other Investor Directors shall have otherwise consented. 10. In the event that a special meeting is impractical due to the nature and/or urgency (d) The Board of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval create one or disapproval of said resolution via signed document to the Chairperson. In more committees in accordance with NY Business Corporation Law Section 708(bthe Act, and shall establish an audit committee (the “Audit Committee”) and a compensation committee (the “Compensation Committee”), unanimous consent is required for the Chairperson to act on behalf . Each committee of the Board in reliance upon such approvals. Any actions taken of Directors shall be comprised of at least two Directors designated by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting Board of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights power and obligations as authority granted in writing by the Board of Directors to such committee; provided, however, that the Board of Directors shall not delegate a right to take any of the actions set forth in Section 4.3 to a committee. The Investor Directors will each be entitled to be members of all such committees of the Board of Directors. (e) Prior to consummation of a Qualified IPO, no member of the Board of Directors (other than the Independent Director) will receive any consideration for serving on the Board of Directors. All of the Directors will be entitled to reimbursement from the Company or any Subsidiary for reasonable out-of-pocket expenses in attending meetings of the Board of Directors or committees thereof. (f) Actions by the Board of Directors shall be decided by majority vote of the whole Board of Directors, except as otherwise provided herein. (g) The Joint Committee on Plan Structure and Design may designate Company shall not take any of the actions set forth in writing alternate Directors to attend Section 4.3 or Section 4.4 without complying with the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityapproval requirements contained therein.

Board of Directors. 1. The governing board (a) From and after the Closing (as defined in the Securities Purchase and Redemption Agreement) and until the provisions of this paragraph 1 cease to be effective, each Investor shall vote all of his Stockholder Shares (as defined in paragraph 8 hereof) and any other voting securities of the Consortium, responsible for management, Company over which such Stockholder has voting control and administration will take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, director, member of a board committee or officer of the Consortium Company or otherwise), and the Medical Plan(sCompany will take all necessary and desirable actions within its control, in order to cause: (i) subject to paragraph 1(g) below, the authorized number of directors on the Board to be established at nine (9) directors, or in the event the condition in 1(f) below is satisfied, the authorized number of directors on the Board will be established at eight (8); (ii) the election to the Board of (A) five (5) representatives designated by Lee (▇▇e "Lee Directors"), shall be referred to as ; (B) each of the "Board then current chairman and president of Directors" the Partnership (the "BoardExecutive Directors"). The ; (C) two (2) representatives designated by CIVC (the "CIVC Directors"); and (D) one (1) CIVC Director to be a voting members member of the Board shall be composed of one representative of each Participant Board's audit committee, compensation committee, and representatives of executive committee. (iii) the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by removal from the Board (each a "Director"). Each Directorwith or without cause) of any representative designated hereunder by Lee, except the representatives of the Joint Committee on Plan Structure and Design▇▇VC, shall be designated in writing or by the governing body Executives at the written request of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligationsLee, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director▇▇VC, or any member the Executives, respectively, but only upon such written request and under no other circumstances (in each case, determined on the basis of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board holders of a majority of the Common Units held by such persons, respectively), provided that if any director elected pursuant to (ii)(B) above ceases to be an employee of the Partnership he shall hold an annual meeting be removed as a director promptly after his employment ceases; and (the “Annual Meeting”iv) in September the event that any representative designated hereunder by CIVC, Lee, ▇▇ by the Executives for any reason ceases to serve as a member of each Plan Yearthe Board during his term of office or until any such representative is initially designated, the resulting vacancy on the Board to be filled by a representative designated by CIVC, Lee, ▇▇ the Executives, respectively, as provided hereunder, without any further action by the stockholders of the Company. 9. Special (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board may be called and any committee thereof. (c) The right of Lee ▇▇▇er this paragraph 1 will terminate at such time as Lee ▇▇▇ its Permitted Transferees (as defined in paragraph 2(e) hereof) hold in the aggregate less than 30% of the Common Units held by such persons on the date hereof. (d) The rights of CIVC under this paragraph 1 will terminate at such time as CIVC and its Permitted Transferees (as defined in paragraph 2(e) hereof) hold in the aggregate less than 30% of the Common Units held by such persons on the date hereof. (e) The Board will not directly or indirectly approve or permit the Company or the Partnership to take, engage or participate in any of the following activities without the express approval of at least one of the CIVC Directors or at least one of the Executive Directors: (i) transfer of any material assets, business, or shares of any subsidiaries; (ii) convert to corporate form (or take other action having the effect of preventing the Partnership from being treated as a partnership for federal and state income tax purposes) other than in connection with a Qualified Public Offering or any merger, consolidation or reorganization of the Company or the Partnership that is not part of a Sale of the Company or Sale of the Partnership other than a merger, consolidation or reorganization of any blocker corporation established by Lee ▇▇▇o the Company; (iii) any amendment to the Partnership's Partnership Agreement or the Company's Certificate of Incorporation or bylaws which is material or has adverse impact on any of the Investors; (iv) incur any indebtedness if after giving effect thereto the Partnership would have an aggregate amount of indebtedness in excess of 5.5 times the Partnership's trailing twelve (12) months EBITDA (on a pro forma basis giving effect to any acquisition completed on or before the date such proposed indebtedness is incurred) provided, however, that this subparagraph (iv) shall not restrict (a) working capital borrowings in the ordinary course of business pursuant to a committed facility in effect as of Closing or entered into after Closing in compliance with this subparagraph (iv); (b) indebtedness incurred under committed facilities existing on the Closing in connection with add-on acquisitions permitted under subparagraph (x) below, or (c) refinancings which do not increase the aggregate amount of the Partnership's indebtedness outstanding as of the date of any such refinancing; (v) enter into any hedging agreements outside the ordinary course of business; (vi) enter into any new agreement or transaction or amend any existing agreement with Lee ▇▇ any party affiliated with, related to, or directly or indirectly employed or owned by Lee ▇▇ any of its affiliates; (vii) appoint auditors; (viii) liquidate or wind up its affairs other than directly as a part of a Sale of the Company or Sale of the Partnership; (ix) terminate any Executive, hire any other key executive or take any action which results in a material diminution in compensation or responsibility of any Executive or other key executives; (x) make any material investment or acquisition other than acquisitions in the yellow pages business for an aggregate purchase price (including assumed liabilities, deferred payments, earnouts, and similar payments) less than $10 million in any transaction or series of related transactions; and/or (xi) redeem or repurchase any shares of the Company or any partnership interests of the Partnership other than (a) on a pro rata redemption in which CIVC participates or (b) repurchases Securities from management pursuant to the terms of the Executive Agreement. (f) Notwithstanding anything herein to the contrary other than paragraph 1(c), if at any time Lee (▇▇gether with its Permitted Transferees) owns less Partnership Securities or Stockholder Shares than the amount of Partnership Securities or Stockholder Shares then owned by CIVC, the Chairperson or by any Executives, and their respective Permitted Transferees (taken as a group), then (i) the number of Lee ▇▇▇ectors will be reduced from five (5) to three (3), and (ii) the number of CIVC Directors will be increased from two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a to three (3). (g) day notice The provisions of this paragraph 1 will terminate automatically and be of no further force and effect upon the first to all occur of (i) the tenth anniversary of the other Directors. Such notice shall set forth date hereof unless extended by the time and place parties hereto in accordance with Section 218 of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Delaware General Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives or (ii) a Qualified Public Offering (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityparagraph 8 hereof).

Board of Directors. 1. The governing Each Securityholder hereby agrees that such Person shall vote, or cause to be voted, all voting securities of the Company over which such Person has the power to vote or direct the voting, and shall take all other reasonably necessary or desirable actions within such Person’s control (whether in such Person’s capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person, via telephone or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the following individuals shall be elected to the Board and caused to be continued in office: (A) three representatives designated by the IPC Majority Holders (the “IPC Directors”); (B) ▇▇▇▇▇▇▇▇, for so long as ▇▇▇▇▇▇▇▇ serves as an executive officer of the Company (including chairman); (C) Tolworthy, for so long as Tolworthy serves as an executive officer of the Company; and (D) two individuals possessing relevant industry or operational expertise designated by the IPC Majority Holders (and who are reasonably acceptable to ▇▇▇▇▇▇▇▇ (so long as ▇▇▇▇▇▇▇▇ is a director of the Company)); and for so long as the Board is a Classified Board, the IPC Directors shall be elected to serve as Class A Directors and the remaining directors shall be elected to serve as Class B Directors; (ii) the IPC Directors shall comprise a majority of the directors of the board of the Consortium, responsible for management, control and administration directors of each of the Consortium and Company’s Subsidiaries (each, a “Sub Board”); (iii) the Medical Plan(s), shall be referred to as the "Board composition of Directors" (the "Board"). The voting members any committee of the Board or any Sub Board shall not exceed three members and (1) unless otherwise waived by the IPC Majority Holders, shall include at least one or more IPC Directors with a majority of the voting power of the directors on such committee and (2) for so long as he is a director, shall include ▇▇▇▇▇▇▇▇, unless waived by him, or the Board or such Sub Board desires to exclude officers from such committee; (iv) a representative to the Board or a Sub Board designated by any Securityholder pursuant to the terms of this Section 1 may be removed from the Board or such Sub Board (with or without cause) only in accordance with the Company’s or such Subsidiary’s bylaws and only upon such Securityholder’s (or such Securityholders’) written request; provided that, nothing in this Agreement shall be composed of one construed to impair any rights that the Securityholders may have to remove any director for cause; (v) in the event that any representative of each Participant and representatives designated (or subject to approval) hereunder by any Securityholder (or Securityholders) ceases to serve as a member of the Joint Committee on Plan Structure and Design Board, a Sub Board or a committee during his or her term of office (as set forth in Section C(11)whether due to resignation, removal or otherwise), who the resulting vacancy on the Board or the Sub Board shall have the authority to vote on any official action taken be filled by a representative designated (and approved) by the Securityholder(s) originally entitled to designate (or approve) such director pursuant to Section 1(a)(i) or Section 1(a)(vii); (vi) if any party fails to designate a representative to fill a directorship pursuant to the terms of this Section 1, neither the Board (each a "Director"). Each Director, except nor the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth hereinSecurityholders may elect, and the Participant desires Securityholders shall not vote to elect, any person to fill such vacant directorship without the prior written consent of the Securityholder(s) originally entitled to designate (or approve) such director pursuant to Section 1(a)(i) or Section 1(a)(vii); (vii) the size of the Board and, if the Board is then a new DirectorClassified Board, it must notify the Consortium's Chairperson in writing numbers of its selection of a new designee to represent the Participant as a Director. 3. Class A Directors and Class B Directors shall receive no remuneration from be increased at the Consortium for their service election of the IPC Majority Holders and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, individuals designated by the IPC Majority Holders shall be an ownerelected to the Board and caused to be continued in office to fill the vacancies created thereby; and (viii) the bylaws of the Company and of each of the Company’s Subsidiaries shall provide that, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except except as otherwise provided in Section D by law, no quorum shall exist at any meeting of the Agreement, each Director shall be entitled to one vote. A Board or any Sub Board unless directors having a majority of the entire voting power of such board of directors (including, so long as the Board is a Classified Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there at least one Class A Director) are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progressessuch meeting. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board For a period of three (3) years from the ConsortiumEffective Date, responsible for management, control the Company shall nominate and administration use its best efforts to engage a designee of Global as a nonvoting advisor to the Consortium and the Medical Plan(s), shall be referred to as the "Company's Board of Directors" Directors (the "BoardAdvisor")) or, in lieu thereof at the discretion of Global, to designate an individual for election as a director, in which case the Company shall use its best efforts to have such individual elected as a director. The voting designee may be a director, officer, partner, employee or affiliate of an Underwriter, and Global shall designate such person in writing to the Board. In the event Global shall not have designated such individual at the time of any meeting of the Board or such person is unavailable to serve, the Company shall notify Global of each meeting of the Board. An individual, if any, designated by Global shall receive all notices and other correspondence and communications sent by the Company to members of the Board Board. Such Advisor shall be composed of one representative of each Participant entitled to receive reimbursement for all reasonable costs incurred in attending such meetings including, but not limited to, food, lodging, and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11))transportation. In addition, who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, such Advisor shall be designated entitled to the same compensation as the Company gives to other non-employee directors for acting in writing by the governing body such capacity. The Company further agrees that, during said three (3) year period, it shall schedule no less than four (4) formal and "in person" meetings of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, its Board of Directors in each such year at which meetings such Advisor shall be permitted to attend as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, ; said meetings shall be an owner, officer, director, partner, or employee held quarterly each year and thirty (30) days advance notice of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director such meetings shall be entitled given to one votethe Advisor. A majority of the entire BoardFurther, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling during such special meeting shall give at least a three (3) day year period, the Company shall give notice to Global with respect to any proposed acquisitions, mergers, reorganizations or other transactions. The Company agrees to indemnify and hold harmless the Underwriters and the Advisor, subject to applicable law against any and all claims, actions, damages, costs and expenses, and judgments arising solely out of the other Directors. Such notice shall set forth the time attendance and place participation of the special Advisor at any such meeting as well as a detailed agenda of the matters proposed to be acted upondescribed herein. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that Company maintains a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required liability insurance policy affording coverage for the Chairperson to act on behalf acts of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure its officers and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director maydirectors, it agrees, if designated in writingpossible, be authorized to exercise include the Labor Representatives’ voting authorityAdvisor as an insured under such policy.

Board of Directors. 1. The governing board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, family shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-third party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing appropriate technology that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual a regular basis, but not less than on a quarterly basis at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September between October 3rd and October 15th of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day days notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day days notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board of Promptly after such time as Sub acquires Shares pursuant to the ConsortiumOffer, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director Sub shall be entitled to one vote. A majority designate at its option up to that number of directors, rounded to the nearest whole number, of the entire BoardCompany's Board of Directors, not simply those presentsubject to compliance with Section 14(f) of the Exchange Act, is required for as will make the percentage of the Company's directors designated by Sub equal to the aggregate voting power of the Shares of Common Stock held by Parent or any of its Subsidiaries (assuming the exercise of all outstanding options to purchase, and the conversion or exchange of all securities convertible or exchangeable into shares of the Company Common Capital Stock, other than the conversion of the shares of Class B Preferred Stock); provided, however, that in the event that Sub's designees are elected to the Board of Directors of the Company, until the Effective Time, such Board of Directors shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); and provided, further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall designate a person to take fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any official actionof its Subsidiaries, unless otherwise specified in or officers or affiliates of Parent or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The “entire Board”Subject to applicable law, as used herein and elsewhere in this Agreementthe Company shall take all action requested by Parent which is reasonably necessary to effect any such election, shall mean including mailing to its stockholders the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in Information Statement containing the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing information required by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half14(f) of the entire Board. A quorum is required for Exchange Act and Rule 14f-1 promulgated thereunder, and the Board Company agrees to conduct any business. This quorum requirement is independent make such mailing with the mailing of the voting requirements set forth Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in Section C(6the Information Statement with respect to Sub's designees). The Board shall meet on an annual basisIn connection with the foregoing, the Company will promptly, at a time and place within the State option of New York determined by a vote Parent, either increase the size of the Board. The Company's Board shall hold an annual meeting (of Directors and/or obtain the “Annual Meeting”) in September resignation of each Plan Year. 9. Special meetings such number of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice its current directors as is necessary to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed enable Sub's designees to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due elected or appointed to the nature and/or urgency Company's Board of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Boardas provided above. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing (a) Pursuant to the Business Combination Agreement, on the Effective Date the board of directors of Holdco (the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "“Board of Directors" ”) shall have up to nine Directors, consisting of: (1) three Directors designated by GSM after consultation with Grupo VM who qualify as independent directors under the "Board"). The voting Nasdaq Rules (regardless of whether Shares are listed thereon) and were members of the Board board of directors of GSM on the date prior to the Effective Date (the “Initial GSM Independent Directors”); (2) five Directors designated by Grupo VM, at least two of whom shall be composed designated after consultation with GSM and qualify as an independent director under the Nasdaq Rules (regardless of one representative of each Participant whether Shares are listed thereon) (the “Initial Grupo VM Directors”); and representatives (3) AK, if he was serving as chairman of the Joint Committee board of directors of GSM on Plan Structure the date prior to the Effective Date (together with the Initial GSM Directors and Design the Initial Grupo VM Directors, the “Initial Directors”). (as set forth b) Prior to the Sunset Date, subject to and in accordance with this Section C(11))3.01, who in connection with any election of the Board of Directors, Grupo VM shall have the authority right to vote on nominate, for election at any official action taken meeting of Holdco shareholders called for the purpose of electing directors for, or to appoint persons to fill vacancies in, the Board of Directors, a number of director candidates (each such candidate, a “Grupo VM Nominee”) equal to its Percentage Interest multiplied by the number of directors constituting the entire Board (each a "Director"). Each Directorof Directors, except rounded up to the representatives nearest whole number, calculated on the date that is ten days prior to the beginning of the Joint Committee on Plan Structure and Design, shall period during which shareholders of Holdco may give notice of a resolution to be designated in writing by the governing body proposed at a general meeting pursuant to Article 21 of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligationsArticles of Association; provided, for any reasonhowever, as set forth herein, and that in the Participant desires event such whole number would cause the Grupo VM Nominees to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent constitute two-thirds or more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those presentsuch result shall be rounded down to the nearest whole number. Prior to the Decrease Date, is required for Grupo VM shall at all times nominate at least two Grupo VM Directors who shall qualify as independent directors under the Board to take any official actionNasdaq Rules (regardless of whether Shares are listed thereon). On and after the Decrease Date, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean until the total number of Grupo VM Directors when there is reduced to one, Grupo VM shall at all times nominate at least one Grupo VM Director who shall qualify as an independent director under the Nasdaq Rules (regardless of whether Shares are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11listed thereon). 8. A majority of (c) Prior to the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board Decrease Date, subject to conduct any business. This quorum requirement is independent of the voting requirements set forth and in accordance with this Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable3.01, the person or GSM Independent Directors shall have the exclusive right to nominate persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified of Directors for election at the next scheduled any meeting of Holdco shareholders called for the Board. 11purpose of electing directors for, or to appoint persons to fill vacancies in, the Board of Directors, subject to the right of Grupo VM to designate and nominate Directors under this Agreement and to Section 3.01(d). The Chair On and after the Decrease Date, the Board of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights right to nominate persons on behalf of the Board of Directors for election at any meeting of Holdco shareholders called for the purpose of electing directors for, or to fill vacancies in, the Board of Directors, subject to the right of Grupo VM to designate and obligations nominate Directors under this Agreement and to Section 3.01(d). With respect to any meeting of Holdco shareholders called for the purpose of electing directors prior to the Decrease Date, the number of nominations by the GSM Independent Directors shall not exceed the number of the entire Board of Directors reduced by the number of Grupo VM Directors and by any person entitled to nomination under Section 3.01(d). (d) (i) Subject to the Articles of Association, for so long as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors AK is serving as the executive chairman of Holdco (the “Executive Chairman”), he shall be entitled to attend nomination for election as a director at any meeting of Holdco shareholders called for the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authoritypurpose of electing directors.

Board of Directors. 1. The governing board (a) Promptly upon the acceptance of any shares of ALARIS Common Stock for payment by Cardinal Health or Subcorp or any of their affiliates pursuant to and in accordance with the terms of the ConsortiumOffer (the “Appointment Time”) and this Agreement and from time to time thereafter, responsible for management, control and administration of the Consortium and the Medical Plan(ssubject to Section 1.3(c), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director Subcorp shall be entitled to one vote. A designate up to such number of directors, rounded to the nearest whole number constituting at least a majority of the entire Boarddirectors, not simply those present, is required for on the ALARIS Board as will give Subcorp representation on the ALARIS Board equal to take the product of the number of directors on the ALARIS Board (giving effect to any official action, unless otherwise specified increase in the number of directors pursuant to this Agreement. The “entire Board”, as used herein Section 1.3) and elsewhere in this Agreement, shall mean the percentage that such number of shares of ALARIS Common Stock so purchased bears to the total number of Directors when there are no vacanciesoutstanding shares of ALARIS Common Stock, and ALARIS shall use all reasonable efforts to, upon Subcorp’s request, promptly, at Subcorp’s election, either increase the size of the ALARIS Board or secure the resignation of such number of directors as is necessary to enable Subcorp’s designees to be elected to the ALARIS Board and to cause Subcorp’s designees to be so elected. While physical presence is strongly encouragedAt such times, Directors who cannot be physically present at subject to Section 1.3(c), ALARIS will cause individuals designated by Subcorp to constitute a majority of each committee of the ALARIS Board, other than any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in committee of the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director ALARIS Board established to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority take action under this Agreement which committee shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate composed only of Independent Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K1.3(c)). (b) ALARIS’ obligation to appoint designees to the ALARIS Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. ALARIS promptly shall take all action required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.3, and shall include in the Schedule 14D-9 such information with respect to ALARIS and its officers and directors as is required pursuant to such Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.3 and the United States federal securities laws, provided, that, Subcorp shall have provided to ALARIS prior to the filing with the Commission of the Schedule 14D-9 the information and consents with respect to Subcorp and its designees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Subcorp will supply to ALARIS in writing any information with respect to itself and its nominees, officers, directors and affiliates required under the Exchange Act pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. (c) In the event that Subcorp’s designees are elected or designated to the ALARIS Board, then, until the Effective Time, ALARIS shall cause the ALARIS Board to have at least two directors who are directors on the date of this Agreement, including at least two directors who are (i) selected by such current directors and (ii) independent directors for purposes of the continued listing requirements of the New York Stock Exchange, Inc. (the “NYSE”) (collectively such directors, the “Labor RepresentativesIndependent Directors”), provided, however, that, if any Independent Director is unable to serve due to death or disability or any other reason, the remaining Independent Directors shall be entitled to elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of this Agreement (provided that no such individual is an employee of ALARIS or its subsidiaries) to fill the vacancy, and such director (or directors) shall serve be deemed to be an Independent Director (or Independent Directors) for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate two individuals who are directors on the date of this Agreement, provided that such individuals shall not be employees, officers, directors or affiliates of ALARIS, Cardinal Health or Subcorp (or, in the event there shall be less than two directors available to fill the vacancies as a result of such individuals’ deaths, disabilities or refusals to serve, such smaller number of individuals who are directors on the date of this Agreement) to fill the vacancies and such directors shall be deemed Independent Directors for purposes of this Agreement. Following the Appointment Time and prior to the Effective Time, Cardinal Health and Subcorp shall have cause any amendment of this Agreement, any amendment of the same ALARIS Certificate or the ALARIS By-laws (each as defined in Section 2.6(a)), any termination of this Agreement by ALARIS, any extension by ALARIS of the time for the performance of any of the obligations or other acts of Subcorp or Cardinal Health or waiver of any of ALARIS’ rights and obligations as all under this Agreement or other action adversely affecting the rights of the ALARIS Stockholders (other than Cardinal Health or Subcorp), not to be effected without the affirmative vote of a majority of the Independent Directors. The Joint Committee on Plan Structure Following the Appointment Time and Design may designate in writing alternate Directors prior to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Effective Time, neither Cardinal Health nor Subcorp shall take any action to remove any Independent Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityabsent cause.

Board of Directors. 1. (a) The governing board number of Persons a Shareholder may designate for nomination to serve as a Director shall be determined according to the percentage of Fully Diluted Shares held by such Shareholder as follows: (i) a Shareholder holding 30% or more but less than 40% of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director Fully Diluted Shares shall be entitled to one vote. A majority designate three (3) Directors; (ii) a Shareholder holding 20% or more but less than 30% of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority Fully Diluted Shares shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may entitled to designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors; (iii) a Shareholder holding 10% or more but less than 20% of the Fully Diluted Shares shall be entitled to designate one (1) Director and (iv) a Shareholder holding less than 10% of the Fully Diluted Shares shall have no right pursuant to this Agreement to designate Persons for nomination to serve as Directors. Whenever practicableTo the extent the number of Directors a Shareholder shall be entitled to nominate is reduced pursuant to this Section 2.03(a), the person or persons calling such special meeting shall give then, so long as any other Shareholder, together with its Affiliates and Permitted Transferees, owns at least a majority of the Fully Diluted Shares, such other Shareholder shall be entitled to designate all of the remaining Directors, provided that on behalf of Oyster, its Affiliates and Permitted Transferees, only Oyster shall be entitled to designate Persons for nomination to serve as Directors. Notwithstanding the foregoing, Discovery shall be entitled to designate for nomination one (1) Person to serve as a Director until the second anniversary of the first date on which Discovery holds less than 10% of the Fully Diluted Shares, on which date such Person shall resign from the Board and be replaced by a designee nominated by Oyster; provided, however, that in the event of a Discovery WSA Material Breach during such two-year period, any Person nominated by Discovery and serving as a Director shall resign if requested by Oyster, and, if requested by Oyster, the Shareholders shall vote to remove such invitee from the Board by action of the Shareholders at a general meeting of Shareholders or by resolutions adopted by written consent. Following the second anniversary of the first date on which Discovery holds less than 10% of the Fully Diluted Shares, Oyster may, at its option and in its sole discretion, invite Discovery to designate a Person to serve another two-year term; provided, however, that any such invitee shall resign if requested by Oyster, and, if requested by Oyster, the Shareholders shall vote to remove such invitee from the Board by action of the Shareholders at a general meeting of Shareholders or by resolutions adopted by written consent. (b) Each Shareholder shall make the nominations to which it is entitled hereunder at least fifteen (15) days prior to each general meeting of shareholders of FoundryCo or, if FoundryCo elects not to hold a general meeting of shareholders, on or prior to the date on which FoundryCo’s shareholders shall adopt a written resolution with respect to the foregoing matters. Each Shareholder shall vote all Shares for which such Shareholder is the registered holder or for which such Shareholder shall otherwise have the ability to control or direct the voting thereof at any general meeting of shareholders, or adopt a written resolution with respect to all Shares for which such Shareholder is the registered holder or for which such Shareholder shall otherwise have the ability to control or direct the voting thereof, in favor of electing to the Board the nominees of Discovery and Oyster designated pursuant to Section 2.03(a). (c) Board meetings may be called by any Board member upon three (3) day days’ written notice to all of the other DirectorsBoard members. Such notice shall set forth include a written agenda for the time and place of the special meeting as well as a detailed agenda of the matters proposed subjects to be acted uponconsidered at such meeting. In the event the three The Board may not act on any subject not specified in such agenda except (3i) day after receiving written waivers of such notice canfrom all Board members who were not be given, each Director shall be given such notice and were not present at such meeting or (ii) upon such written consent or vote (including for such purposes, any express recusals) as is practicable may be required for such matters under this Agreement, the circumstancesMemorandum and Articles of Association and applicable Law, including the affirmative vote or express abstentions from voting of those Board members who were not given such notice. 10. In the event that (d) The Board shall conduct meetings no less frequently than quarterly and at such locations as a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion majority of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf members of the Board deem appropriate. (e) Directors may participate in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled a meeting of the BoardBoard by means of a conference telephone or other communication equipment through which all persons participating in the meeting can hear each other, which shall be provided at all Board meetings if requested by a Director, and such participation in a meeting shall constitute presence in person at such meeting. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) From and after the date hereof and until the provisions of this Section cease to be effective, each Holder and each Member (Holders and Members of the Consortium, responsible for management, Voting Group collectively referred to collectively as "Stockholders" and individually as "Stockholder") shall vote all of the Voting Shares over which such Stockholder has voting control and administration shall take all other necessary or desirable actions within such Stockholder's control (whether in his or its capacity as a stockholder, director, member of a board committee or officer of the Consortium and the Medical Plan(sCompany or otherwise), shall be referred to as and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings so that: (1) The authorized number of members of the "Company's Board of Directors" Directors (the "Board"). The voting members of the Board ) shall continue to be composed of one representative of each Participant five (5) unless and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken until such greater number is directed or approved by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the ParticipantInvestors. (2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and ) During the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing term of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the this Agreement, each Director the Investors shall be entitled to one vote. A nominate (the "Investor Nominees") and the Stockholders shall vote their shares to elect the Investor Nominees as the majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting members of the Board. 11. The Chair (3) Any Investor Nominee elected or appointed as a director hereunder shall be removed from the Board (and thereupon from all committees of the Joint Committee on Plan Structure and Design and Board), with or without cause, only upon the written request or consent of the Investors. (4) In the event that any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall Investor Nominee designated hereunder for any reason ceases to serve as Directors a member of the Board or any committee thereof during such representative's term of office, the resulting vacancy on the Board or committee shall be filled by a newly designated Investor Nominee. (5) Upon the written direction or consent of the Investors, the Company shall take such actions as may be necessary and convenient to change the corporate domicile of the Company to the state of Delaware. (b) In each case provided for herein, the direction, consent, approval, nomination or vote of the Investors shall have be determined by the same rights and obligations as Investors holding a majority of the shares of the Company's Common Stock held by all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityInvestors.

Board of Directors. 1. The governing board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s(a) Except as otherwise provided in this Section 2.1(a), shall be referred to as the "Board number of Directors" (the "Board"). The voting members of the Board of Directors of the Company shall be composed fixed at six. DLJMB shall have the right to designate four individuals to serve as members of the Board of Directors. The Existing Arcade Investors shall have the right to designate (by a majority in interest of the Existing Arcade Investors) one representative individual to serve as a member of the Board of Directors. In addition, the individual serving as the Chief Executive Officer of the Company from time to time as elected by the Board of Directors shall serve as a member of the Board of Directors. The Parties and the Company shall take all action within their respective powers, including, but not limited to, the nomination of candidates as specified above, on any slate of nominees for directors proposed by the Company, the voting of Capital Shares of the Company (to the extent that any such Person holds Capital Shares of the Company entitled to vote thereon; provided, that nothing set forth herein shall require any Party hereto to exercise any right to acquire Capital Shares of the Company) and the giving of consents, required to cause (i) the Board of Directors to include four directors designated by DLJMB (the "DLJMB Designees"), (ii) the Board of Directors to include one director designated by the Existing Arcade Investors and (iii) the Board of Directors to include the Chief Executive Officer of the Company. The Parties and the Company also shall take all such action to cause two of the DLJMB Designees (as designated by DLJMB) to serve as members of each Participant and representatives committee of the Joint Board of Directors, including, without limitation, the Audit Committee and the Compensation Committee of the Board of Directors, and a DLJMB Designee shall serve as chairman of each such committee. The provisions of this Section 2.1 are subject to any rights to elect additional directors granted pursuant to the terms of any Preferred Shares or pursuant to the terms of any indebtedness for borrowed money of the Company or any of its Subsidiary. (b) In the event that any director (a "Withdrawing Director") designated in the manner set forth in Section 2.1(a) is unable to serve, or once having commenced to serve, is removed or withdraws from the Board of Directors, such Withdrawing Director's replacement (the "Substitute Director") on Plan Structure the Board of Directors (and, if applicable, any committee) shall be designated in accordance with Section 2.1(a). The Company and Design each of the Parties agrees to take all action within its or his power, including, but not limited to, (i) the voting of Capital Shares of the Company to cause the election of such Substitute Director as soon as practicable following his designation and (ii) the instructing of any directors that it previously nominated to serve as members of the Board of Directors, as the first order of business at the first meeting thereof after such Substitute Director has been so designated, to vote to seat such designated Substitute Director as a director in place of the Withdrawing Director. (c) Each of the Parties agrees that it will at all times vote as a stockholder of the Company (to the extent such Party has the right to vote its Capital Shares of the Company), provide any necessary consents and use all reasonable efforts to cause those individuals whom it has nominated to serve as a member of, or elected to, the Board of Directors, if any, to vote as a director of the Company in such a manner as to ensure that the terms and intention of this Agreement, and the certificate of incorporation and the by-laws of the Company are carried out and observed. In addition, each of the Parties agrees that it will not vote any Capital Shares of the Company to cause the removal from the Board of Directors of any directors designated by DLJMB or the Existing Arcade Investors, except as set forth in Section C(11))2.1(d) hereof. (d) If a director designated and elected pursuant to Section 2.1(a) hereof has been designated by DLJMB or the Existing Arcade Investors and such designating Party requests that such director be removed (with or without cause) by written notice thereof to the other Parties, who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, then such director shall be designated in writing by removed, with or without cause, upon the governing body affirmative vote of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection holders of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority outstanding Capital Shares of the Directors Company entitled to vote thereon, and each Party hereby agrees to vote all Capital Shares of the Company owned or held of record by such Party to effect such removal upon such request. No director designated by DLJMB or the Existing Arcade Investors shall otherwise be involuntarily removed as a director of the Company (or as a member of any committee of the Board shall constitute of Directors with respect to a quorum. A quorum is director designated by DLJMB), except (i) for cause or (ii) with respect to a simple majority (more than half) director designated by the Existing Arcade Investors, at such time as the Existing Arcade Investors cease to own at least five percent of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan YearFully-Diluted Common Shares. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1(a) The Shareholders agree that the business and affairs of the Company shall be managed through a board of directors (the “Board”) consisting of such number of members (each, a “Director”) as is determined by North Bay in its sole discretion. North Bay shall have the right to designate all such Directors. The governing initial Directors shall be ▇▇▇▇ ▇’▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇. (b) Each Shareholder shall vote all Common Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as shareholder, director, member of a board committee or officer of the ConsortiumCompany or otherwise, responsible and whether at a regular or special meeting of the Shareholders or by written consent in lieu of a meeting) to elect to the Board any individual designated by North Bay pursuant to Section 2.01(a). (c) North Bay shall have the right at any time to remove (with or without cause) any Director designated by it for management, election to the Board and each other Shareholder shall vote all Common Shares over which such Shareholder has voting control and administration shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as shareholder, director, member of a board committee or officer of the Consortium Company or otherwise, and whether at a regular or special meeting of the Medical Plan(sShareholders or by written consent in lieu of a meeting) to remove from the Board any individual designated by North Bay that North Bay desires to remove pursuant to this Section 2.01(c). Except as provided in the preceding sentence, unless North Bay shall otherwise consent in writing, no other Shareholder shall take any action to cause the removal of any Director(s) designated by North Bay. (d) In the event a vacancy is created on the Board at any time and for any reason (whether as a result of death, disability, retirement, resignation or removal pursuant to Section 2.01(c)), North Bay shall be referred have the right to designate a different individual to replace such Director and each other Shareholder shall vote all Common Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as shareholder, director, member of a board committee or officer of the Company or otherwise, and whether at a regular or special meeting of the Shareholders or by written consent in lieu of a meeting) to elect to the Board any individual designated by North Bay. (e) The Board shall have the right to establish any committee of Directors as the "Board of Directors" (shall deem appropriate from time to time. Subject to this Agreement, the "Board"). The voting members Organizational Documents and Applicable Law, committees of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority rights, powers and privileges granted to vote on any official action taken such committee by the Board (each from time to time. Any delegation of authority to a "Director"). Each Director, except committee of Directors to take any action must be approved in the representatives of the Joint Committee on Plan Structure and Design, shall same manner as would be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. approve such action directly. (f) The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number presence of a majority of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting then in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board office shall constitute a quorum. A If a quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board not achieved at any duly called meeting, such meeting may be postponed to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State no earlier than 48 hours after written notice of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be postponement has been given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (i) From and after the Effective Date, the Company shall have a Board consisting of the Consortiumno more than eleven (11) directors, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" which: (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who a) Yang Lei shall have the authority right to vote appoint one (1) director on any official action taken by the Board (each a "the “Yang Lei Director"”). Each Director, except ; (b) the representatives of Founder Majority shall have the Joint Committee right to jointly appoint four (4) directors on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual MeetingFounder Directors”); (c) in September of each Plan Year. 9. Special meetings of Antfin shall have the Board may be called at any time by the Chairperson or by any right to appoint two (2) directors on the Board (the “Antfin Directors. Whenever practicable”); (d) GGV shall have the right to appoint one (1) director on the Board (the “GGV Director”); (e) Chengwei Capital shall have the right to appoint one (1) director on the Board (the “Chengwei Capital Director”); (f) Fosun shall have the right to appoint one (1) director on the Board (the “Fosun Director”); (g) Primavera, for so long as it (together with its Affiliates) holds any Series E2 Preferred Shares, shall have the right to appoint one (1) director on the Board (the “Primavera Director”, together with the GGV Director, the person or persons calling such special meeting Chengwei Capital Director, the Fosun Director, the “Investor Directors”); (ii) A Founder Director shall give at least a three (3) day notice to all of serve and be elected by the other Directors. Such notice shall set forth directors as the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting chairman of the Board. 11(iii) Each director on the Board shall have one vote. The Chair chairman of the Joint Committee on Plan Structure Board shall not have a casting vote. (iv) An individual designated by CSRF, an individual designated by CATL, an individual designated by SCGC, an individual designated by Grains Valley Capital, an individual designated by Youon Investment, an individual designated by High Flyer, an individual designated by GBA, an individual designated by Banyan and Design and any Atan individual designated by All-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and Stars shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors right to attend the meetings of the Board as an observer (as well as view all materials presented at the meetings of the Board) without voting rights. The General Manager or chairman of the Board shall have the right to require, at his sole discretion, any such individual to be excluded from any Board meeting or any portion thereof. Without the Board’s meetings when written consent, CSRF, CATL, SCGC, Grains Valley Capital, Youon Investment, High Flyer, GBA, Banyan and All-Stars shall not replace any such observer, and the Labor Representatives cannot attend. The alternate Director mayBoard shall have the right to require CSRF, if designated in writingCATL, be authorized SCGC, Grains Valley Capital, Youon Investment, High Flyer, GBA, Banyan and All-Stars to exercise replace any such observer with an individual acceptable to the Labor Representatives’ voting authorityBoard.

Board of Directors. 5.1 From and after the date hereof, at any annual or extraordinary general meeting called for such purpose, or by written resolution in lieu of a meeting, the Shareholders agree to vote the Shares owned of record or beneficially by them and to otherwise exercise their powers in relation to the Company to maintain a seven-member Board and shall vote and give written consent with respect to, such number of Shares then owned by them (or as to which they then have voting power) as may be necessary to elect the following individuals to the Board: (A) one (1. The governing board ) nominee exclusively designated by DCM, (B) one (1) nominee exclusively designated by Red Star, (C) one (1) nominee exclusively designated by JD (with the other two nominees designated by DCM and Red Star, collectively the “Preferred Directors”), (D) four (4) nominees designated exclusively by the holders of the Consortium, responsible for management, control and administration majority of the Consortium Ordinary Shares, one of whom must be the Company’s chief executive officer (the “Ordinary Directors”). In the event that there is any vacancy for any seat of Ordinary Directors, the voting rights and other rights entitled to such Ordinary Director shall vest to ▇▇. ▇▇, so long as he is an Ordinary Director, subject to applicable Laws. 5.2 Oriza, as long as it holds any Preferred Shares of the Medical Plan(s)Company, shall be referred have the right to as the "Board of Directors" designate one (1) representative (the "Board")“Observer”) to attend meetings of the Board in a non-voting observer capacity, provided that such Observer shall agree in writing to hold in confidence with respect to all information so provided. 5.3 A quorum of the Board shall consist of at least four (4) members, including two (2) Preferred Directors. The voting members Unless otherwise provided herein or in the Articles of Association, each resolution of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated adopted by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 115.4 All directors shall hold office until their respective successors shall have been appointed. The Chair Company shall provide to the directors the same information concerning the Group Companies or any other Affiliates, and access thereto, provided to other members of the Joint Committee Company’s Board and such committees. The reasonable travel expenses incurred by all directors in attending any such meetings shall be reimbursed by the Company to the extent consistent with the Company’s then existing policy of reimbursing directors generally for such expenses. 5.5 The parties hereto will cause the Company’s Board to meet at least once every quarter on Plan Structure as regular a basis as possible, or more frequently to the extent that any of the directors reasonably wishes the Board to meet. 5.6 Subject to applicable Law, each of the Ordinary Directors and Design the Preferred Directors shall be entitled to appoint alternates to serve at any Board meeting, and each such alternate shall be permitted to attend all Board meetings and vote on behalf of the director for whom she or he is serving as an alternative. 5.7 Members of the Board or any At-Large Labor Representatives committee thereof may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. A resolution in writing (as defined in Section K) one or more counterparts), signed by all the directors for the time being or all the members of a committee of directors (collectively the “Labor Representatives”an alternate director being entitled to sign such resolution on behalf of his appointor) shall serve be as Directors valid and effective as if it had been passed at a meeting of the directors or committee, as the case may be, duly convened and held. 5.8 Any director of the Company may be removed from the Board in the manner allowed by Law and the Company’s Articles of Association, but with respect to a Preferred Director, only upon the vote or written consent of the party or parties entitled to designate such director. 5.9 At any time at the request of DCM, or Red Star, the Group Companies and the Founders shall, and shall ensure and procure that, to the extent permitted by the applicable Laws, the board of directors of any or all of the Group Companies, whether now in existence or formed in the future (depending on the request of DCM or Red Star), shall be re-constituted so that it shall have the same rights number of directors as the Company, and obligations DCM and Red Star shall be entitled to designate or nominate the same number of directors to any Group Company, whether now in existence or formed in the future, as all other Directorsit is entitled to designate or nominate to the Company. 5.10 In the event that the Board establishes any committee (including but without limitation audit committee and compensation committee), each of the committees of the Board shall include the Preferred Director designated by JD. The Joint Committee on Plan Structure Board may determine or amend from time to time the procedures and Design may designate functions of such committees. All decisions of each committee shall be made by a majority of the members of such committee, provided that no committee shall have authority to determine any action listed under Section 6 of this Agreement of any Group Company, unless otherwise authorized in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authorityaccordance with Section 6 of this Agreement.

Board of Directors. 1CHAC shall be governed by a Board of Directors consisting of one representative from each Member agency. The governing board of the ConsortiumEach Member’s Legislative Body, responsible for management, control and administration of the Consortium and the Medical Plan(s)according to its own procedures, shall be referred appoint a representative to serve as a Director and represent the "Member on the Board of Directors" . There is no requirement that the representative be a member of the Legislative Body. 4.1 A Director shall be removed from the Board of Directors upon the occurrence of any one of the following events: (1) CHAC receives written notice from the "appointing Member of the removal and/or replacement of the Director; (2) the death or resignation of the Director; (3) CHAC receives written notice from the Member that the Director is no longer qualified as provided in the first paragraph of this Section 5. 4.2 If the Board of Directors determines by a majority vote of the entire Board that reasonable cause exists to remove a Director from the Board"), it can remove that Director. The voting members Member who appointed the removed Director may then appoint a new Director. 4.3 The powers and functions of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (Directors are as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant.follows: 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. 4.3.1 Except as otherwise provided in Section D of the this Amended Agreement, each Director the Board shall exercise all powers and conduct all business of CHAC, either directly or by delegation to other bodies or persons; 4.3.2 The Board may elect an Executive Committee, as provided in Section 6. 4.3.3 The Board shall be entitled to one vote. A majority the policy setting body of CHAC; 4.3.4 The Board shall appoint or retain the entire Boardservices of necessary agents, not simply those presentconsultants, is required or independent contractors for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean purpose of exercising the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as powers set forth in Section C(11).5; 8. A majority of the Directors of the 4.3.5 The Board shall constitute a quorum. A quorum is a simple majority (more than half) cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6)CHAC. The Board shall meet on an annual basis, at a time and place within the State adopt their budget no later than April 30th of New York determined by a vote of the Board. each year. 4.3.6 The Board shall hold an annual meeting (receive, review and act upon periodic reports and audits of the “Annual Meeting”) funds of CHAC, as required under Section 10 of this Amended Agreement; 4.3.7 The Board may adopt policies regarding personnel, conflicts of interest and other matters necessary or convenient for the efficient operation of CHAC; 4.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and 4.3.9 Subject to the terms of this Amended Agreement, the Board shall have such other powers and duties as are reasonably necessary to wind up the affairs of CHAC in September of each Plan Yearorder to dissolve CHAC and terminate this Amended Agreement. 94.3.10 The Board shall have no power or authority to incur any obligation in excess of the amount appropriated to its use by funding sources. Special meetings The debts, liabilities, and obligations of the Board may be called at any time by and CHAC shall not become the Chairperson or by any two (2) Directors. Whenever practicabledebts, the person or persons calling such special meeting shall give at least a three (3) day notice to all liabilities, and obligations of the other Directors. Such notice Parties to this Amended Agreement unless expressly consented to by an individual Party or Parties, in which case such debts, liabilities, and obligations shall set forth be imputed to that Party or Parties only. 4.3.11 The Board shall have no power or authority to assess the time and place Parties to this Amended Agreement for any sum of money, property, service, or contribution of any kind whatsoever unless specifically approved by written consent of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstancesParties. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. (a) The governing day-to-day operations of the Company shall be supervised by its board of directors (the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s“Board”), . There shall be referred to as the "Board of Directors" four (the "Board"). The voting 4) members of the Board (each, a “Director”) and each Director shall be composed have one alternate for a total of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design four (as set forth in Section C(11)4) alternates (each, an “Alternate Director”), who each of whom shall each have the authority to vote on act in the absence of his respective Director. For so long as the LGI Shareholder holds at least 5% of the voting share capital of the Company, the LGI Shareholder shall have the right to nominate one (1) Director and such Director’s Alternate Director and GCS shall have the right to nominate the remaining Directors and Alternate Directors. The nominating Shareholder shall have the right to nominate replacements for any official action taken Director or Alternate Director it nominated to the Board who resigns or is removed, and shall nominate such replacements in a timely manner. GCS shall nominate as its Directors and Alternate Directors, to the extent permitted by the Board (each a "Director"). Each DirectorLaw, except the representatives of same individuals the Joint Committee on Plan Structure GCS Shareholder nominated as directors and Design, shall be designated alternates in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth hereinGCS, and the Participant desires to designate a new LGI Shareholder shall nominate as its Director and Alternate Director, to the extent permitted by the Law, the same individual it must notify the Consortium's Chairperson nominated as director and alternate director in writing of its selection of a new designee to represent the Participant as a DirectorGCS. 3. (b) The Shareholders agree to promptly take all action necessary to appoint any individuals nominated by a Shareholder to be a Director or Alternate Director in accordance with Section 4.01(a) above so that such appointment (i) is duly and validly authorized by all necessary corporate action on the part of the Company and the Shareholders; and (ii) is not prohibited by, does not violate any provision of, and will not result in the breach of, or accelerate or permit the acceleration of the performance required by the terms of (a) any applicable Law, (b) the Bylaws, or (c) any other material contract, indenture, agreement or commitment to which the Company is bound. (c) The Directors and Alternate Directors shall receive no remuneration compensation from the Consortium for their service and shall serve a term from January 1 through December 31 (Company, unless the "Plan Year")Shareholders decide otherwise. 4. No (d) In case a Director may represent more than one Participant. 5. No Director, or any member does not comply with the provisions of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouragedBylaws or applicable Law, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio the nominating Shareholder agrees to exercise its lawful powers and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate reasonable efforts to cause such Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting resign or agrees to support and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11)vote for his removal. 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board Pursuant to the Merger Agreement, promptly upon the acceptance for payment of and payment for any Shares by the Purchaser in accordance with the Offer for not less than a majority of the Consortiumoutstanding Shares, responsible for management, control Numico and administration of the Consortium and the Medical Plan(s), shall Purchaser will be referred entitled to as the "Board of Directors" (the "Board"). The voting designate members of the Board such that they will have a number of representatives on the Board, rounded up to the next whole number, equal to the product of (x) the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage of such number of Shares owned in the aggregate by Numico or the Purchaser bears to the number that Shares outstanding; provided, however, that until the Effective Time, there shall be composed at least two directors (the "Independent Directors") who are neither officers of one representative Numico nor designees, shareholders or affiliates of each Participant and representatives Numico or Numico's affiliates. The Company will, upon request by Numico or Purchaser, on the date of such request, (i) either increase the size of the Joint Committee on Plan Structure Board or use its reasonable efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Numico's and Design Purchaser's designees to be elected or appointed to the Board (including by nomination and approval by the current Company Board) and (ii) cause Numico's and Purchaser's designees to be so elected or appointed, including mailing to its shareholders an information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, which information statement is attached as set forth in Section C(11))Annex A to the Schedule 14D-9. Following the election or appointment of the Purchaser's designees and prior to the Effective Time, who shall except for certain actions which are legally required to have the authority full Board approval, any action to vote on any official action be taken by the Board (each a "Director"). Each Director, except with respect to the representatives Merger Agreement which adversely affects the interests of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated Company's shareholders will require approval by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progressesIndependent Directors. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1(a) Composition of Initial Board. The governing board Concurrently with the effectiveness of this Agreement, the ConsortiumCompany, responsible for management, control and administration of the Consortium Investor Stockholders and the Medical Plan(sManagement Holders shall take all Necessary Action to cause the Board to be comprised of nine directors, (i) three of whom shall be designated by the THL Party (each such director, a “THL Director”), (ii) two of whom shall be referred to as designated by the "Board Advent Party (each such director, an “Advent Director” and together with the THL Directors, the “Sponsor Directors”), (iii) one of Directors" (the "Board"). The voting members of the Board whom shall be composed the Chief Executive Officer, (iv) one of one representative whom shall be the Executive Chairman and (v) two of each Participant and representatives of whom shall be independent directors who meet the Joint Committee on Plan Structure and Design (as independence criteria set forth in Section C(11Rule 10A-3 of the Exchange Act (each such director, an “Unaffiliated Director”)). Within one year of the effectiveness of this Agreement, the Company, the Investor Stockholders and certain other Management Holders shall take all Necessary Action to cause the Board to increase in size by one director to 10 directors and to fill such vacancy with one additional Unaffiliated Director (the “Additional Unaffiliated Director”) who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated appointed by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present which majority must include at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7least one THL Director. Each Participant may designate in writing an alternate of the foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows: (A) the class I directors shall include one THL Director, one Advent Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions and one Unaffiliated Director, and their term will expire at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting of stockholders to be held in 2015; (B) the “Annual Meeting”class II directors shall include one THL Director, one Unaffiliated Director and the Chief Executive Officer, and their term will expire at the annual meeting of stockholders to be held in 2016; and (C) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicableclass III directors shall include one THL Director, one Advent Director, the person or persons calling such special Executive Chairman and the Additional Unaffiliated Director, and their term will expire at the annual meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed stockholders to be acted uponheld in 2017. In For the event avoidance of doubt, this Section 3.1(a) shall have no further force or effect after the three (3) day notice cannot be given, each Additional Unaffiliated Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due appointed to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) Each of the Consortiumparties to this Agreement shall take all actions within their respective power, responsible for managementincluding but not limited to, control and administration the voting of all share capital of the Consortium and Company owned by them, required to cause no less than forty percent (40%) of the Medical Plan(s), shall be referred to as Board of Directors of the "Company (the “Board of Directors" ”) to consist of representatives designated from time to time by the Investor (the "Board")“Investor Directors”) at all times. The voting representatives initially designated to the Board of Directors by the Investor shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and two other directors to be designated by the Investor on or after the date of this Agreement. The appointment of the three representatives of the Investor shall be effective as of the date of this Agreement or, if later, the date of designation by the Investor. Notwithstanding the foregoing, at no time shall the Investor Directors constitute less than forty percent (40%) of the members of the Board of Directors, in the event the size of the Board of Directors is increased or decreased from time to time. (b) In the event any director elected to the Board of Directors after being designated by the Investor as a candidate for membership pursuant to this Section 11 dies, resigns, is removed or otherwise ceases to serve as a member of the Board of Directors, the Company shall give notice thereof to the Investor and the Investor shall promptly designate a successor and notify the Board of Directors of its selection, and the Board of Directors shall act promptly to fill the vacancy with such designee in accordance with this Section 11, the Company’s Memorandum of Association and Articles of Association. (c) Each party hereto hereby agrees to cast such party’s votes for, or give such party’s written consent to, the removal of a designee of the Investor on the Board of Directors at any time upon receipt of instructions in writing to such effect, signed by the Investor. (d) The Board of Directors of the Company shall have no right to fill any vacancy on the Board for which the Investor has the right to designate a candidate unless such vacancy is filled by a designee of the Investor having the right to designate such director. (e) The directors of the Company shall be composed of one representative of each Participant and representatives of insured by the Joint Committee on Plan Structure and Design (Company as set forth in Section C(11))7.8, who shall have through the authority to vote on any official action taken purchase of director’s liability insurance in such amount as is determined by the Board (each a "Director"). Each Directorof Directors, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing indemnified by the governing body of Company to the Participantfullest extent provided under applicable law. 2. If a Director designated by a Participant can(f) The voting agreements contained herein are coupled with an interest and may not fulfill his/her obligations, for any reason, as set forth herein, and be revoked during the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing term of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1. The governing board (a) Promptly upon the purchase by the Purchaser of the ConsortiumSecurities pursuant to the Offer and from time to time thereafter, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director Purchaser shall be entitled to one vote. A majority designate up to the minimum number of the entire Board, not simply those present, is required directors necessary in order for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, result (expressed as used herein and elsewhere in this Agreement, shall mean a fraction) derived by dividing the number of directors so designated by the total number of directors to be at least equal to the result (expressed as a fraction) derived by dividing the Shares then held by the Purchaser by the total number of Shares then outstanding; provided, however, that until the Effective Time (b) The Company's obligations with respect to the election of the Purchaser's designees to the Board of Directors when there are no vacanciesof the Company shall be subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio The Company shall promptly take all actions required pursuant to Section 14(f) and visual participation Rule 14f-1 in order to fulfill its obligations under this Section 1.3 and voting shall include in the meeting upon confirmation that communication Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. The Parent and the Purchaser will supply to the Company in writing and shall be solely responsible for any information with all participants as it progressesrespect to any of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. 7. Each Participant may designate in writing an alternate Director (c) Following the election or appointment of the Purchaser's designees pursuant to attend this Section 1.3 and prior to the Board's meeting when its Director cannot attend. The alternate Director may participate in Effective Time, any amendment to this Agreement or of the discussions at Certificate of Incorporation or By-Laws of the Board meeting and willCompany, if so designated in writing any termination of this Agreement by the ParticipantCompany, be authorized to exercise any extension by the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward Company of the time for the performance of any of the obligations or other acts of the Parent or the Purchaser and any waiver of any of the Company's rights under this Agreement will require the concurrence of a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors directors of the Board shall constitute a quorum. A quorum is a simple majority Company then in office who are (more than halfi) not designated by the Purchaser nor otherwise affiliated with the Parent or the Purchaser, (ii) are not employees or the Chairman of the entire Board. A quorum is required for the Board to conduct Company or any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time its subsidiaries and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (iii) are not affiliated with Anasco GmbH (the “Annual Meeting”) in September of each Plan Year"Independent Directors"). 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 1The Parent Board shall take such action as may be necessary to cause at the Effective Time: (i) the number of directors comprising the full Parent Board to be 16 persons; (ii) of the directors comprising the Parent Board, nine (9) to be designated by Parent and seven (7) to be designated by the Company; (iii) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ to be the non-executive Chairman of the Parent Board; and (iv) the Parent By-Laws to be amended as provided in Exhibit B. Other than ▇▇. ▇▇▇▇▇▇, all directors designated pursuant to this Section 6.14 shall meet the independence standards of the listing standards of the NYSE. Notwithstanding the foregoing, if, prior to the Effective Time, any of such designees shall decline or be unable to serve, the respective party which designated such person shall designate another person to serve in such person’s stead. The governing board Parent Board shall take such action as may be necessary to cause there to be an Executive Committee of the ConsortiumParent Board at the Effective Time consisting of four directors, responsible for management, control with Parent and administration the Company each designating one director to such committee and the Chief Executive Officer and non-executive Chairman of the Consortium Parent Board comprising the other two members of such committee. The Parent Board shall also take such action as may be necessary to cause the Audit Committee, the Compensation Committee, the Governance Committee and the Medical Plan(s), shall Financial Committee of the Parent Board at the Effective Time each to be referred comprised directors selected by Parent and the Company respectively in approximately a nine to as the "Board of Directors" seven ratio (the "Board"). The voting members ratio of directors on the Parent Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"6.14(a)(ii) above). Each DirectorFor example, except the representatives for a committee of three directors, Parent shall select two of the Joint Committee on Plan Structure initial directors and Designthe Company shall select one; for a committee of four directors, Parent shall be designated in writing by the governing body select two of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, initial directors and the Participant desires to designate Company shall select two; and for a new Directorcommittee of five directors, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors Parent shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D select three of the Agreement, each Director initial directors and the Company shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progressesselect two. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.

Board of Directors. 18.1. The governing board Board of Directors shall consist of six (6) Directors with three (3) appointed by Party A and three (3) appointed by Party B. No Director shall have any personal liability for any act performed in his capacity as Director of the Consortium, responsible JVC except for management, control and administration such acts that would constitute violations of the Consortium published laws of any jurisdiction to which the JVC or the relevant Director (as the case may be) is subject. 8.2. If a seat on the Board is vacated by the retirement, resignation, illness, disability or death of a Director or by removal of such Director by the Party which originally appointed him, the Party which originally appointed such Director shall appoint a successor within thirty (30) days from the date of vacancy and notify the Medical Plan(s)other Party in writing; otherwise, it shall be referred deemed to as have waived its rights during the "period of vacancy until a successor is appointed. Such successor shall be appointed to serve out the balance of the relevant term. 8.3. There is a Chairman and a Vice-Chairman in the Board of Directors" (the "Board"). The voting members Chairman shall be appointed by Party A and the Vice-Chairman shall be appointed by Party B. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. The term of office for the Directors shall be four (4) years, which may be renewed with the consent of both Parties. The Chairman of the Board shall be composed of one the legal representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director")JVC. Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to cast only one vote. 8.4. A majority The JVC shall convene its first Board meeting within seven (7) days after its establishment to set up the operation and management organizations of the entire BoardJVC and to appoint a General Manager to oversee the daily operations of the JVC. The establishment of the organizational structure of the JVC, not simply those presentoperation, management, finance, accounting, auditing, human resources management and labour union shall be handled in accordance with the Articles of Association. 8.5. The Board of Directors is required for the highest authority of the JVC, which discusse and determines the major matters of the JVC. Meetings of the Board to take any official action, unless otherwise specified shall be held at least twice each year at the registered address of the JVC or such other address in this AgreementChina or abroad as is designated by the Board. The “entire Board”Chairman shall set an agenda after consultation with the Vice-Chairman and be responsible for convening and presiding over the Board meetings. The Board shall notify all Directors in writing ten (10) days prior to the Board meeting, as used herein which shall specify the agenda, time and elsewhere in this Agreement, shall mean venue of the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progressesmeeting. 78.6. Each Participant may designate in writing an alternate Director to attend Upon the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority written request of one-third (1/3) or more of the Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of JVC specifying the entire Board. A quorum is required for the Board matters to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicablediscussed, the person or persons calling such special meeting shall give at least a three (3) day notice to all of Chairman shall, after consultation with the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be givenVice-Chairman, each Director shall be given such notice as is practicable under the circumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any action which, in the opinion of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled convene an interim meeting of the Board. 118.7. In case a Director is unable to attend a Board meeting, he/she may issue a proxy and entrust another person to attend the meeting on his/her behalf. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and representative so entrusted shall have the same rights and obligations powers as all other Directorsthe Director does. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors Should a Director fail to attend or to entrust another to attend, he/she will be deemed as having waived such right. 8.8. A quorum for a Board meeting (including regular meeting and interim meeting) shall require the Board’s meetings when the Labor Representatives cannot attend. The alternate Director maypresence, if designated in writingperson or by proxy, be authorized to exercise the Labor Representatives’ voting authority.of at least four (4)

Board of Directors. 1. The governing (a) For so long as SGASH holds shares of Common Stock representing at least forty percent (40%) of all Common Stock outstanding, the Company’s board of directors (the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "“Board of Directors" ”) shall be comprised of not more than eight directors, two of whom shall be designated by SGASH. (b) For so long as SGASH holds shares of Common Stock representing at least ten percent (10%) (but less than forty percent (40%)) of all Common Stock outstanding, the "Board"Board of Directors shall be comprised of not more than seven directors, one of whom shall be designated by SGASH. (c) SGASH agrees that, so long as it has a right to designate directors under this Section 2.1, it will not engage in any actions (including proxy solicitations) for the purpose of increasing the number of its designated directors on the Board of Directors in excess of the limits set forth in Sections 2.1(a) and (b). (d) SGASH’s right to designate directors under this Section 2.1 shall cease as of the date that its holdings of shares of Common Stock represent less than ten percent (10%) of all Common Stock outstanding. SGASH promptly shall cause one of its designated directors to resign following the date that its holdings of shares of Common Stock represent less than forty percent (40%) of all Common Stock outstanding and its remaining designated director to resign following the date that its holdings of shares of Common Stock represent less than ten percent (10%) of all Common Stock outstanding. (e) The voting Company shall take all actions necessary to nominate (or cause its nominating committee to nominate), or to cause the Board of Directors to approve and appoint, the designees described above to be members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio in accordance with the Company’s nominating committee policies and visual participation and voting in the meeting upon confirmation that communication is with procedures applicable to all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section C(11). 8. A majority of the Directors nominees of the Board shall constitute a quorumof Directors, promptly after their designation by SGASH; provided that such designee is reasonably acceptable to the Board of Directors and its nominating committee in the exercise of its fiduciary duties. A quorum is a simple majority (more than half) The Company will deliver to each director designated by SGASH copies of all papers that may be distributed from time to time to the other directors of the entire Board. A quorum Company at such time as such papers are so distributed to them. (f) In the event that a vacancy is required for created on the Board to conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called Directors at any time by the Chairperson death, disability, retirement, resignation or removal of any member of the Board of Directors who was designated by any two (2) Directors. Whenever practicableSGASH pursuant to this Section 2.1 and, at such time, SGASH still has the right to designate such director, the person Company agrees to promptly take such actions as will result in the nomination or persons calling such special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well appointment as a detailed agenda director of the matters proposed an individual designated by SGASH to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given fill such notice vacancy and serve as is practicable under the circumstancesa director. 10. (g) In the event that a special meeting the percentage of ▇▇▇▇▇ Inc.’s outstanding Common Stock owned by SGASH is impractical due reduced as described in Section 2.4(a)(iv) of this Agreement, the ownership thresholds applicable in this Section 2.1 shall be calculated without giving effect to the nature and/or urgency issuance of any action which, in the opinion Common Stock of the Chairperson, is necessary or advisable to be taken on behalf of the Consortium, the Chairperson may send resolutions regarding said actions via electronic communication to each and all of the Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon ▇▇▇▇▇ Inc. that caused such approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Boardreduction. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section K) (collectively the “Labor Representatives”) shall serve as Directors and shall have the same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate in writing alternate Directors to attend the Board’s meetings when the Labor Representatives cannot attend. The alternate Director may, if designated in writing, be authorized to exercise the Labor Representatives’ voting authority.